The Companies Act 2013 [L1-C1] is a big statute. Twenty-nine chapters, 470 sections, seven schedules. Most Company Secretaries who pass the ICSI exam can quote individual sections but struggle when a partner asks them "where in the Act is the rule about interim dividend?" This lesson fixes that by giving you the chapter map.
The 29 chapters, grouped by what they actually do
| Group | Chapters | What lives here |
|---|---|---|
| Setting up | I, II | Definitions (Sec 2), incorporation (Sec 3-22) |
| Raising capital | III, IV, V, VI | Prospectus and private placement (Sec 23-42), share capital and debentures (Sec 43-72), deposits (Sec 73-76A), charges (Sec 77-87) |
| Running the company | VII, VIII | Registers, meetings, annual return (Sec 88-122), dividend (Sec 123-127) |
| Reporting | IX, X | Accounts and Board Report (Sec 128-138), audit (Sec 139-148) |
| People at the top | XI, XII, XIII | Directors (Sec 149-172), Board powers and meetings (Sec 173-195), managerial remuneration (Sec 196-205) |
| Regulator intervention | XIV, XV, XVI | Inspection and investigation (Sec 206-229), amalgamations (Sec 230-240), oppression / mismanagement (Sec 241-246) |
| Exit | XVII, XVIII, XIX, XX | Valuers (Sec 247), strike-off (Sec 248-252), rehabilitation (repealed by IBC), winding up (Sec 270-378) |
| Special classes | XXI, XXII, XXIII, XXIA | Companies registered under the Act (Sec 366-374), foreign companies (Sec 379-393A), government companies (Sec 394-395), Producer Companies (Part XXIA) |
| Registry and reporting | XXIV, XXV | Registration Offices and Fees (Sec 396-404), statistical returns (Sec 405) |
| Tribunals | XXVII, XXVIII | NCLT and NCLAT (Sec 407-434), Special Courts (Sec 435-446B) |
| Enforcement and miscellaneous | XXIX | Fraud (Sec 447), false statement (Sec 448), compounding, adjudication (Sec 454), procedural matters (Sec 447-470) |
How a practitioner uses the chapter map
Every time a partner or a client asks you a question, translate it to a chapter first, then a section. "Where does the AGM rule live?" is Chapter VII, Section 96. "What about the dividend rule?" is Chapter VIII, Section 123 onwards. "What is the fraud punishment?" is Chapter XXIX, Section 447. Section numbers alone are a memorisation game; chapter navigation is how a working practitioner actually reads the Act.
The seven Schedules
- Schedule I: Table F (model Articles for company limited by shares) and related tables. Use this when drafting AoA.
- Schedule II: Depreciation useful lives for tangible assets.
- Schedule III: Form of financial statements (Division I for non-Ind-AS, Division II for Ind AS, Division III for NBFCs following Ind AS).
- Schedule IV: Code for independent directors.
- Schedule V: Conditions for appointment of managerial personnel without Central Government approval.
- Schedule VI: Infrastructural projects and infrastructural facilities list.
- Schedule VII: Permissible CSR activities.
Which chapters you will open every week
Chapters II (incorporation), VII (registers and annual return), IX (accounts), X (audit), XI (directors), XII (Board meetings), and XXIX (adjudication) account for roughly 80 percent of routine CS work. Chapters III, IV, and VI open when the company raises fresh capital or creates a charge. Chapters XIV, XV, and XVI open when there is regulator action or a corporate action like a merger or an oppression petition. Chapters XVII to XX are exit territory.