Companies

1.Short title, extent, commencement and application.

2.Definitions.

3.Formation of company.

3A.Members severally liable in certain cases.

4.Memorandum.

5.Articles.

6.Act to override memorandum, articles, etc.

7.Incorporation of company.

8.Formation of companies with charitable objects, etc.

9.Effect of registration.

10.Effect of memorandum and articles.

10A.Commencement of business, etc.

11.[Omitted].

12.Registered office of company.

13.Alteration of memorandum.

14.Alteration of articles.

15.Alteration of memorandum or articles to be noted in every copy.

16.Rectification of name of company.

17.Copies of memorandum, articles, etc., to be given to members.

18.Conversion of companies already registered.

19.Subsidiary company not to hold shares in its holding company.

20.Service of documents.

21.Authentication of documents, proceedings and contracts.

22.Execution of bills of exchange, etc.

23.Public offer and private placement.

24.Power of Securities and Exchange Board to regulate issue and transfer of securities, etc.

25.Document containing offer of securities for sale to be deemed prospectus.

26.Matters to be stated in prospectus.

27.Variation in terms of contract or objects in prospectus.

28.Offer of sale of shares by certain members of company.

29.Public offer of securities to be in dematerialised form.

30.Advertisement of prospectus.

31.Shelf prospectus.

32.Red herring prospectus.

33.Issue of application forms for securities

34.Criminal liability for mis-statements in prospectus.

35.Civil liability for mis-statements in prospectus.

36.Punishment for fraudulently inducing persons to invest money.

37.Action by affected persons.

38.Punishment for personation for acquisition, etc., of securities

39.Allotment of securities by company.

40.Securities to be dealt with in stock exchanges.

41.Global depository receipt.

42.Issue of shares on private placement basis.

43.Kinds of share capital.

44.Nature of shares or debentures.

45.Numbering of shares

46.Certificate of shares.

47.Voting rights

48.Variation of shareholders‘ rights

49.Calls on shares of same class to be made on uniform basis.

50.Company to accept unpaid share capital, although not called up.

51.Payment of dividend in proportion to amount paid-up

52.Application of premiums received on issue of shares.

53.Prohibition on issue of shares at discount.

54.Issues of sweat equity shares

55.Issue and redemption of preference shares.

56.Transfer and transmission of securities.

57.Punishment for personation of shareholder.

58.Refusal of registration and appeal against refusal.

59.Rectification of register of members.

60.Publication of authorised, subscribed and paid-up capital.

61.Power of limited company to alter its share capital.

62.Further issue of share capital.

63.Issue of bonus shares

64.Notice to be given to Registrar for alteration of share capital.

65.Unlimited company to provide for reserve share capital on conversion into limited company.

66.Reduction of share capital.

67.Restrictions on purchase by company or giving of loans by it for purchase of its shares.

68.Power of company to purchase its own securities.

69.Transfer of certain sums to capital redemption reserve account.

70.Prohibition for buy-back in certain circumstances.

71.Debentures

72.Power to nominate.

73.Prohibition on acceptance of deposits from public.

74.Repayment of deposits, etc., accepted before commencement of this Act.

75.Damages for fraud.

76.Acceptance of deposits from public by certain companies.

76A.Punishment for contravention of section 73 or section 76.

77.Duty to register charges, etc

78.Application for registration of charge

79.Section 77 to apply in certain matters.

80.Date of notice of charge.

81.Register of charges to be kept by Registrar.

82.Company to report satisfaction of charge

83.Power of Registrar to make entries of satisfaction and release in absence of intimation from company.

84.Intimation of appointment of receiver or manager.

85.Company‘s register of charges.

86.Punishment for contravention.

87.Rectification by Central Government in Register of charges.

88.Register of members, etc.

89.Declaration in respect of beneficial interest in any share

90.Register of significant beneficial owners in a Company.

91.Power to close register of members or debenture holders or other security holders

92.Annual return.

93.Omitted.

94.Place of keeping and inspection of registers, returns, etc.

95.Registers, etc., to be evidence.

96.Annual general meeting.

97.Power of Tribunal to call annual general meeting

98.Power of Tribunal to call meetings of members, etc

99.Punishment for default in complying with provisions of sections 96 to 98.

100.Calling of extraordinary general meeting.

101.Notice of meeting.

102.Statement to be annexed to notice

103.Quorum for meetings

104.Chairman of meetings.

105.Proxies

106.Restriction on voting rights.

107.Voting by show of hands.

108.Voting through electronic means.

109.Demand for poll.

110.Postal ballot.

111.Circulation of members‘ resolution.

112.Representation of President and Governors in meetings.

113.Representation of corporations at meeting of companies and of creditors.

114.Ordinary and special resolutions.

115.Resolutions requiring special notice

116.Resolutions passed at adjourned meeting

117.Resolutions and agreements to be filed.

118.. Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot.

119.Inspection of minute-books of general meeting

120.Maintenance and inspection of documents in electronic form.

121.Report on annual general meeting.

122.Applicability of this Chapter to One Person Company

123.Declaration of dividend

124.Unpaid Dividend Account

125.Investor Education and Protection Fund.

126.Right to dividend, rights shares and bonus shares to be held in abeyance pending registration of transfer of shares.

127.Punishment for failure to distribute dividends.

128.Books of account, etc., to be kept by company

129.Financial statement.

129A.Periodical financial results.

130.Re-opening of accounts on court‘s or Tribunal‘s orders

131.Voluntary revision of financial statements or Board‘s report

132.Constitution of National Financial Reporting Authority

133.Central Government to prescribe accounting standards

134.Financial statement, Board‘s report, etc.

135.Corporate Social Responsibility

136.Right of member to copies of audited financial statement

137.Copy of financial statement to be filed with Registrar

138.Internal Audit.

139.Appointment of auditors

140.Removal, resignation of auditor and giving of special notice.

141.Eligibility, qualifications and disqualifications of auditors.

142.Remuneration of auditors.

143.Powers and duties of auditors and auditing standards.

144.Auditor not to render certain services.

145.Auditor to sign audit reports, etc.

146.Auditors to attend general meeting.

147.Punishment for contravention.

148.Central Government to specify audit of items of cost in respect of certain companies.

149.Company to have Board of Directors

150.Manner of selection of independent directors and maintenance of data bank of independent directors.

151.Appointment of director elected by small shareholders.

152.Appointment of directors

153.Application for allotment of Director Identification Number.

154.Allotment of Director Identification Number.

155.Prohibition to obtain more than one Director Identification Number.

156.Director to intimate Director Identification Number

157.Company to inform Director Identification Number to Registrar.

158.Obligation to indicate Director Identification Number.

159.Penalty for default of certain provisions

160.Right of persons other than retiring directors to stand for directorship.

161.Appointment of additional director, alternate director and nominee director.

162.Appointment of directors to be voted individually.

163.Option to adopt principle of proportional representation for appointment of directors.

164.Disqualifications for appointment of director.

165.Number of directorships.

166.Duties of directors.

167.Vacation of office of director.

168.Resignation of director.

169.Removal of directors

170.Register of directors and key managerial personnel and their shareholding.

171.Members‘ right to inspect.

172.Penalty.

173.Meetings of Board.

174.Quorum for meetings of Board

175.Passing of resolution by circulation

176.Defects in appointment of directors not to invalidate actions taken

177.Audit committee.

178.Nomination and Remuneration Committee and Stakeholders Relationship Committee.

179.Powers of Board.

180.Restrictions on powers of Board.

181.Company to contribute to bona fide and charitable funds, etc.

182.Prohibitions and restrictions regarding political contributions

183.Power of Board and other persons to make contributions to national defence fund, etc.

184.Disclosure of interest by director.

185.Loan to directors, etc

186.Loan and investment by company

187.Investments of company to be held in its own name.

188.Related party transactions.

189.Register of contracts or arrangements in which directors are interested

190.Contract of employment with managing or whole-time directors

191.Payment to director for loss of office, etc., in connection with transfer of undertaking, property or shares.

192.Restriction on non-cash transactions involving directors.

193.Contract by One Person Company.

194.Prohibition on forward dealings in securities of company by director or key managerial personnel

195.Prohibition on insider trading of securities.

196.Appointment of managing director, whole-time director or manager.

197.Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits.

198.Calculation of profits

199.Recovery of remuneration in certain cases

200.Central Government or company to fix limit with regard to remuneration

201.Forms of, and procedure in relation to, certain applications.

202.Compensation for loss of office of managing or whole-time director or manager.

203.Appointment of key managerial personnel.

204.Secretarial audit for bigger companies

205.Functions of company secretary.

206.Power to call for information, inspect books and conduct inquiries

207.Conduct of inspection and inquiry.

208.Report on inspection made.

209.Search and seizure.

210.Investigation into affairs of company.

211.Establishment of Serious Fraud Investigation Office

212.Investigation into affairs of company by Serious Fraud Investigation Office.

213.Investigation into company‘s affairs in other cases.

214.Security for payment of costs and expenses of investigation

215.Firm, body corporate or association not to be appointed as inspector

216.Investigation of ownership of company.

217.Procedure, powers, etc., of inspectors.

218.Protection of employees during investigation.

219.Power of inspector to conduct investigation into affairs of related companies, etc.

220.Seizure of documents by inspector

221.Freezing of assets of company on inquiry and investigation.

222.Imposition of restrictions upon securities.

223.Inspector‘s report.

224.Actions to be taken in pursuance of inspector‘s report.

225.Expenses of investigation

226.Voluntary winding up of company, etc., not to stop investigation proceedings

227.Legal advisers and bankers not to disclose certain information.

228.Investigation, etc., of foreign companies.

229.Penalty for furnishing false statement, mutilation, destruction of documents

230.Power to compromise or make arrangements with creditors and members

231.Power to Tribunal to enforce compromise or arrangement.

232.Merger and amalgamation of companies.

233.Merger or amalgamation of certain companies.

234.Merger or amalgamation of company with foreign company

235.Power to acquire shares of shareholders dissenting from scheme or contract approved by majority

236.Purchase of minority shareholding.

237.Power of Central Government to provide for amalgamation of companies in public interest.

238.Registration of offer of schemes involving transfer of shares.

239.Preservation of books and papers of amalgamated companies

240.Liability of officers in respect of offences committed prior to merger, amalgamation, etc.

241.Application to Tribunal for relief in cases of oppression, etc.

242.Powers of Tribunal.

243.Consequence of termination or modification of certain agreements.

244.Right to apply under section 241.

245.Class action

246.Application of certain provisions to proceedings under section 241 or section 245.

247.Valuation by registered valuers.

248.Power of Registrar to remove name of company from register of companies.

249.Restrictions on making application under section 248 in certain situations.

250.Effect of company notified as dissolved.

251.Fraudulent application for removal of name

252.Appeal to Tribunal.

253.Determination of sickness

254.Application for revival and rehabilitation

255.Exclusion of certain time in computing period of limitation.

256.Appointment of interim administrator.

257.Committee of creditors.

258.Order of Tribunal.

259.Appointment of administrator

260.Powers and duties of company administrator.

261.Scheme of revival and rehabilitation.

262.Sanction of scheme

263.Scheme to be binding

264.Implementation of scheme

265.Winding up of company on report of company administrator.

266.Power of Tribunal to assess damages against delinquent directors, etc.

267.Punishment for certain offences.

268.Bar of jurisdiction

269.Rehabilitation and Insolvency Fund.

270.Modes of winding up.

271.Circumstances in which company may be wound up by Tribunal.

272.Petition for winding up.

273.Powers of Tribunal.

274.Directions for filing statement of affairs

275.Company Liquidators and their appointments

276.Removal and replacement of liquidator

277.Intimation to Company Liquidator, provisional liquidator and Registrar

278.Effect of winding up order.

279.Stay of suits, etc., on winding up order.

280.Jurisdiction of Tribunal.

281.Submission of report by Company Liquidator

282.Directions of Tribunal on report of Company Liquidator.

283.Custody of company‘s properties

284.Promoters, directors, etc., to cooperate with Company Liquidator.

285.Settlement of list of contributories and application of assets.

286.Obligations of directors and managers.

287.Advisory Committee.

288.Submission of periodical reports to Tribunal.

289.Power of Tribunal on application for stay of winding up.

290.Powers and duties of Company Liquidator.

291.Provision for professional assistance to Company Liquidator

292.Exercise and control of Company Liquidator‘s powers.

293.Books to be kept by Company Liquidator

294.Audit of Company Liquidator‘s accounts.

295.Payment of debts by contributory and extent of set-off.

296.Power of Tribunal to make calls.

297.Adjustment of rights of contributories.

298.Power to order costs.

299.Power to summon persons suspected of having property of company, etc.

300.Power to order examination of promoters, directors, etc.

301.Arrest of person trying to leave India or abscond.

302.Dissolution of company by Tribunal.

303.Appeals from orders made before commencement of Act.

304.Circumstances in which company may be wound up voluntarily.

305.Declaration of solvency in case of proposal to wind up voluntarily.

306.Meeting of creditors.

307.Publication of resolution to wind up voluntarily.

308.Commencement of voluntary winding up.

309.Effect of voluntary winding up.

310.Appointment of Company Liquidator.

311.Power to remove and fill vacancy of Company Liquidator

312.Notice of appointment of Company Liquidator to be given to Registrar.

313.Cesser of Board‘s powers on appointment of Company Liquidator.

314.Powers and duties of Company Liquidator in voluntary winding up

315.Appointment of committees.

316.Company Liquidator to submit report on progress of winding up.

317.Report of Company Liquidator to Tribunal for examination of persons

318.Final meeting and dissolution of company

319.Power of Company Liquidator to accept shares, etc., as consideration for sale of property of company

320.Distribution of property of company

321.Arrangement when binding on company and creditors.

322.Power to apply to Tribunal to have questions determined, etc.

323.Costs of voluntary winding up.

324.Debts of all descriptions to be admitted to proof

325.Application of insolvency rules in winding up of insolvent companies.

326.Overriding preferential payments.

327.Preferential payments.

328.Fraudulent preference

329.Transfers not in good faith to be void

330.Certain transfers to be void.

331.Liabilities and rights of certain persons fraudulently preferred.

332.Effect of floating charge.

333.Disclaimer of onerous property.

334.Transfers, etc., after commencement of winding up to be void.

335.Certain attachments, executions, etc., in winding up by Tribunal to be void

336.Offences by officers of companies in liquidation.

337.Penalty for frauds by officers.

338.Liability where proper accounts not kept

339.Liability for fraudulent conduct of business

340.Power of Tribunal to assess damages against delinquent directors, etc

341.Liability under sections 339 and 340 to extend to partners or directors in firms or companies

342.Prosecution of delinquent officers and members of company.

343.Company Liquidator to exercise certain powers subject to sanction.

344.Statement that company is in liquidation.

345.Books and papers of company to be evidence.

346.Inspection of books and papers by creditors and contributories.

347.Disposal of books and papers of company

348.Information as to pending liquidations.

349.Official Liquidator to make payments into public account of India.

350.Company Liquidator to deposit monies into scheduled bank

351.Liquidator not to deposit monies into private banking account.

352.Company Liquidation Dividend and Undistributed Assets Account

353.Liquidator to make returns, etc.

354.Meetings to ascertain wishes of creditors or contributories

355.Court, tribunal or person, etc., before whom affidavit may be sworn.

356.Power of Tribunal to declare dissolution of company void.

357.Commencement of winding up by Tribunal.

358.Exclusion of certain time in computing period of limitation.

359.Appointment of Official Liquidator

360.Powers and functions of Official Liquidator.

361.Summary procedure for liquidation.

362.Sale of assets and recovery of debts due to company.

363.Settlement of claims of creditors by Official Liquidator.

364.Appeal by creditor

365.Order of dissolution of company

366.Companies capable of being registered

367.Certificate of registration of existing companies

368.Vesting of property on registration.

369.Saving of existing liabilities

370.Continuation of pending legal proceedings.

371.Effect of registration under this Part.

372.Power of Court to stay or restrain proceedings

373.Suits stayed on winding up order

374.Obligations of companies registering under this Part

375.Winding up of unregistered companies

376.Power to wind up foreign companies although dissolved.

377.Provisions of Chapter cumulative

378.Saving and construction of enactments conferring power to wind up partnership firm, association or company, etc., in certain cases.

378A.Definitions

378B.Objects of producer company.

378C.Formation of Producer Company and its registration.

378D.Membership and voting rights of Members of Producer Company

378E.Benefits to Members.

378F.Memorandum of Producer Company.

378G.Articles of association.

378H.Amendment of memorandum.

378-I.Amendment of articles.

378J.Option to inter-State co-operative societies to become Producer Companies.

378K.Effect of incorporation of Producer Company.

378L.Vesting of undertaking in Producer Company.

378M.Concession, etc., to be deemed to have been granted to Producer Company

378N.Provisions in respect of officers and other employees of inter-State co-operative society.

378-O.Number of directors.

378P.Appointment of directors.

378Q.Vacation of office by directors.

378R.Powers and functions of Board.

378S.Matters to be transacted at general meeting.

378T.Liability of directors.

378U.Committee of directors.

378V.Meetings of Board and quorum.

378W.Chief Executive and his functions.

378X.Secretary of Producer Company

378Y.Quorum

378Z.Voting rights.

378ZA.Annual general meetings.

378ZB.Share capital.

378ZC.Special user rights.

378ZD.Transferability of shares and attendant rights.

378ZE.Books of account

378ZF.Internal audit.

378ZG.Duties of auditor under this Chapter

378ZH.Donation or subscription by Producer Company.

378Z-I.General and other reserves.

378ZJ.Issue of bonus shares.

378ZK.Loan, etc., to Members.

378ZL.Investment in other companies, formation of subsidiaries, etc.

378ZM.Penalty for contravention.

378ZN.Amalgamation, merger or division, etc., to form new Producer Companies.

378Z-O.Disputes.

378ZP.Strike off name of Producer Company.

378ZQ.Provisions of this Chapter to override other laws.

378ZR.Application of provisions relating to private companies.

378ZS.Re-conversion of Producer Company to inter-State co-operative society.

378ZT.Power to modify Act in its application to Producer Companies

378ZU.Power to make rules.

379.Application of Act to foreign companies

380.Documents, etc., to be delivered to Registrar by foreign companies.

381.Accounts of foreign company.

382.Display of name, etc., of foreign company

383.Service on foreign company.

384.Debentures, annual return, registration of charges, books of account and their inspection.

385.Fee for registration of documents.

386.Interpretation

387.Dating of prospectus and particulars to be contained therein.

388.Provisions as to expert‘s consent and allotment.

389.Registration of prospectus.

390.Offer of India Depository Receipts

391.Application of sections 34 to 36 and Chapter XX

392.Punishment for contravention

393.Company‘s failure to comply with provisions of this Chapter not to affect validity or contracts, etc

394.Annual reports on Government companies.

395.Annual reports where one or more State Governments are members of companies.

396.Registration offices.

397.Admissibility of certain documents as evidence.

398.Provisions relating to filing of applications, documents, inspection, etc., in electronic form.

399.Inspection, production and evidence of documents kept by Registrar

400.Electronic form to be exclusive, alternative or in addition to physical form.

401.Provision of value added services through electronic form

402.Application of provisions of Information Technology Act, 2000.

403.Fee for filing, etc

404.Fees, etc., to be credited into public account.

405.Power of Central Government to direct companies to furnish information or statistics.

406.Provision relating to Nidhis and its application, etc.

407.Definitions

408.Constitution of National Company Law Tribunal.

409.Qualification of President and Members of Tribunal

410.Constitution of Appellate Tribunal.

411.Qualifications of Chairperson and members of Appellate Tribunal.

412.Selection of Members of Tribunal and Appellate Tribunal.

413.Term of office of President, Chairperson and other Members

414.Salary, allowances and other terms and conditions of service of Members.

415.Acting President and Chairperson of Tribunal or Appellate Tribunal.

416.Resignation of Members.

417.Removal of Members.

417A.Qualifications, terms and conditions of service of Chairperson and Member.

418.Staff of Tribunal and Appellate Tribunal

418A.Benches of Appellate Tribunal.

419.Benches of Tribunal.

420.Orders of Tribunal.

421.Appeal from orders of Tribunal

422.Expeditious disposal by Tribunal and Appellate Tribunal

423.Appeal to Supreme Court.

424.Procedure before Tribunal and Appellate Tribunal.

425.Power to punish for contempt.

426.Delegation of powers

427.President, Members, officers, etc., to be public servants

428.Protection of action taken in good faith.

429.Power to seek assistance of Chief Metropolitan Magistrate, etc.

430.Civil court not to have jurisdiction.

431.Vacancy in Tribunal or Appellate Tribunal not to invalidate acts or proceedings.

432.Right to legal representation.

433.Limitation.

434.Transfer of certain pending proceedings

435.Establishment of Special Courts

436.Offences triable by Special Courts.

437.Appeal and revision.

438.Application of Code to proceedings before Special Court.

439.Offences to be non-cognizable.

440.Transitional provisions.

441.Compounding of certain offences.

442.Mediation and Conciliation Panel.

443.Power of Central Government to appoint company prosecutors

444.Appeal against acquittal.

445.Compensation for accusation without reasonable cause.

446.Application of fines.

446A.Factors for determining level of punishment.

446B.Lesser penalties for One Person Companies or small companies.

447.Punishment for fraud

448.Punishment for false statement.

449.Punishment for false evidence.

450.Punishment where no specific penalty or punishment is provided.

451.Punishment in case of repeated default

452.Punishment for wrongful withholding of property

453.Punishment for improper use of ―Limited‖ or ―Private Limited‖.

454.Adjudication of penalties.

454A.Penalty for repeated default.

455.Dormant company.

456.Protection of action taken in good faith.

457.Non-disclosure of information in certain cases.

458.Delegation by Central Government of its powers and functions.

459.Power of Central Government of Tribunal to accord approval, etc., subject to conditions and to prescribe fees on applications

460.Condonation of delay in certain cases

461.Annual report by Central Government

462.Power to exempt class or classes of companies from provisions of this Act.

463.Power of court to grant relief in certain cases.

464.Prohibition of association or partnership of persons exceeding certain number.

465.Repeal of certain enactments and savings.

466.Dissolution of Company Law Board and consequential provisions.

467.Power of Central Government to amend Schedules.

468.Power of Central Government to make rules relating to winding up.

469.Power of Central Government to make rules.

470.Power to remove difficulties.