Companies Act, 1956
Central · 1956
Chapter PART I
- S. 1Short title, commencement and extent
- S. 2Definitions
- S. 2AInterpretation of certain words and expressions
- S. 3Definitions of "company", "existing company", "private company" and "public company"
- S. 4Meaning of "holding company" and "subsidiary"
- S. 4APublic financial institutions
- S. 5Meaning of "officer who is in default"
- S. 6Meaning of "relative"
- S. 7Interpretation of "person in accordance with whose directions or instructions directors are accustomed to act"
- S. 8Power of Central Government to declare an establishment not to be a branch office
- S. 9Act to override memorandum, articles, etc.
- S. 10Jurisdiction of Courts
- S. 10AConstitution of Tribunal
- S. 10BProcedure of Tribunal
- S. 10CPowers of Tribunal
- S. 10DAppeals against decisions, etc., of the Tribunal
Chapter 1[PART IA
Chapter PART IB
- S. 10FBConstitution of National Company Law Tribunal
- S. 10FCComposition of Tribunal
- S. 10FDQualifications for appointment of President and Members
- S. 10FETerm of office of President and Members
- S. 10FFFinancial and administrative powers of Member administration
- S. 10FGSalary, allowances and other terms and conditions of service of President and other members
- S. 10FHVacancy in Tribunal
- S. 10FIResignation of President and Member
- S. 10FJRemoval and suspension of President or Member
- S. 10FKOfficers and employees of Tribunal
- S. 10FLBenches of Tribunal
- S. 10FMOrder of Tribunal
- S. 10FNPower to review
- S. 10FODelegation of powers
- S. 10FPPower to seek assistance of Chief Metropolitan Magistrate and District Magistrate.
Chapter PART IC
- S. 10FQAppeal from order of Tribunal.
- S. 10FRConstitution of Appellate Tribunal
- S. 10FSVacancy in Appellate Tribunal, etc.
- S. 10FTTerm of office of Chairperson and Members
- S. 10FUResignation of Chairperson and Members
- S. 10FVRemoval and suspension of Chairperson and Members of Appellate Tribunal
- S. 10FWSalary, allowances and other terms and conditions of service of Chairperson and Members
- S. 10FXSelection Committee
- S. 10FYChairperson, etc., to be public servants
- S. 10FZProtection of action taken in good faith
- S. 10FZAProcedure and powers of Tribunal and Appellate Tribunal
- S. 10GPower to punish for contempt
- S. 10GAStaff of Appellate Tribunal
- S. 10GBCivil Court not to have jurisdiction
- S. 10GCVacancy in Tribunal or Appellate Tribunal not to invalidate acts or proceedings
- S. 10GDRight to legal representation
- S. 10GELimitation
- S. 10GFAppeal to Supreme Court
Chapter PART II
- S. 11Prohibition of associations and partnerships exceeding certain number
- S. 12Mode of forming incorporated company
- S. 13Requirements with respect to memorandum
- S. 14Form of memorandum
- S. 15Printing and signature of memorandum
- S. 15ASpecial provision as to alteration of memorandum consequent on alteration of name of State of Madras
- S. 15BSpecial provision as to alteration of memorandum consequent on alteration of name of State of Mysore
- S. 16Alteration of memorandum
- S. 17Special resolution and confirmation by Central Government required for alteration of memorandum.
- S. 17AChange of registered office within a State
- S. 18Alteration to be registered within three months
- S. 19Effect of failure to register
- S. 20Companies not to be registered with undesirable names
- S. 21Change of name by company
- S. 22Rectification of name of company
- S. 23Registration of change of name and effect thereof
- S. 24Change of name of existing private limited companies
- S. 25Power to dispense with "Limited" in name of charitable or other company
- S. 26Articles prescribing regulations
- S. 27Regulations required in case of unlimited company, company limited by guarantee or private company limited by shares
- S. 28Adoption and application of Table A in the case of companies limited by shares
- S. 29Form of articles in the case of other companies
- S. 30Form and signature of articles
- S. 31Alteration of articles by special resolution
- S. 32Registration of unlimited company as limited, etc.
- S. 33Registration of memorandum and articles
- S. 34Effect of registration
- S. 35Conclusiveness of certificate of incorporation
- S. 36Effect of memorandum and articles
- S. 37Provision as to companies limited by guarantee
- S. 38Effect of alteration in memorandum or articles
- S. 39Copies of memorandum and articles, etc., to be given to members
- S. 40Alteration of memorandum or articles, etc., to be noted in every copy
- S. 41Definition of "member"
- S. 42Membership of holding company
- S. 43Consequences of default in complying with conditions constituting a company a private company
- S. 43APrivate company to become public company in certain cases
- S. 44Prospectus or statement in lieu of prospectus to be filed by private company on ceasing to be private company
- S. 45Members severally liable for debts where business carried on with fewer than seven, or in the case of a private company, two members
- S. 46Form of contracts
- S. 47Bills of exchange and promissory notes
- S. 48Execution of deeds
- S. 49Investments of company to be held in its own name
- S. 50Power for company to have official seal for use outside India
- S. 51Service of documents on company
- S. 52Service of documents on Registrar
- S. 53Service of documents on members by company
- S. 54Authentication of documents and proceedings
Chapter PART III
- S. 55Dating of prospectus
- S. 55APowers of Securities and Exchange Board of India
- S. 56Matters to be stated and reports to be set out in prospectus
- S. 57Expert to be unconnected with formation or management of company
- S. 58Expert's consent to issue of prospectus containing statement by him
- S. 58ADeposits not to be invited without issuing an advertisement
- S. 58AASmall depositors
- S. 58AAADefault in acceptance or refund of deposits to be cognizable
- S. 58BProvisions relating to prospectus to apply to advertisement
- S. 59Penalty and interpretation
- S. 60Registration of prospectus
- S. 60AShelf prospectus
- S. 60BInformation memorandum
- S. 61Terms of contract mentioned in prospectus or statement in lieu of prospectus, not to be varied
- S. 62Civil liability for mis-statements in prospectus
- S. 63Criminal liability for mis-statements in prospectus
- S. 64Document containing offer of shares or debentures for sale to be deemed prospectus
- S. 65Interpretation of provisions relating to prospectuses
- S. 66Newspaper advertisements of prospectus
- S. 67Construction of references to offering shares or debentures to the public, etc.
- S. 68Penalty for fraudulently inducing persons to invest money
- S. 68APersonation for acquisition, etc., of shares
- S. 68BInitial offer of securities to be in dematerialised form in certain cases
- S. 69Prohibition of allotment unless minimum subscription received
- S. 70Prohibition of allotment in certain cases unless statement in lieu of prospectus delivered to Registrar
- S. 71Effect of irregular allotment
- S. 72Applications for, and allotment of, shares and debentures
- S. 73Allotment of shares and debentures to be dealt in on stock exchange
- S. 74Manner of reckoning fifth, eighth and tenth days in sections 72 and 73
- S. 75Return as to allotments
- S. 76Power to pay certain commissions and prohibition of payment of all other commissions, discounts, etc.
- S. 77Restrictions on purchase by company, or loans by company for purchase, of its own or its holding company's shares
- S. 77APower of company to purchase its own securities
- S. 77AATransfer of certain sums to capital redemption reserve account
- S. 77BProhibition for buy-back in certain circumstances
- S. 78Application of premiums received on issue of [securities]
- S. 79Power to issue shares at a discount
- S. 79AIssue of sweat equity shares
- S. 80Power to issue redeemable preference shares
- S. 80ARedemption of irredeemable preference shares, etc.
- S. 81Further issue of capital
Chapter PART IV
- S. 82Nature of shares [or debentures]
- S. 83Numbering of shares
- S. 84Certificate of shares
- S. 85Two kinds of share capital
- S. 86New issues of share capital to be only of two kinds
- S. 87Voting rights
- S. 88Prohibition of issue of shares with disproportionate rights
- S. 89Termination of disproportionately excessive voting rights in existing companies
- S. 90Savings
- S. 91Calls on shares of same class to be made on uniform basis
- S. 92Power of company to accept unpaid share capital, although not called-up
- S. 93Payment of dividend in proportion to amount paid-up
- S. 94Power of limited company to alter its share capital
- S. 94AShare capital to stand increased where an order is made under Section 81(4)
- S. 95Notice to Registrar of consolidation of share capital, conversion of shares into stock, etc.
- S. 96Effect of conversion of shares into stock
- S. 97Notice of increase of share capital or of members
- S. 98Power of unlimited company to provide for reserve share capital on re-registration
- S. 99Reserve liability of limited company
- S. 100Special resolution for reduction of share capital
- S. 101Application to [Tribunal] for confirming order, objections by creditors, and settlement of list of objecting creditors
- S. 102Order confirming reduction and powers of [Tribunal] on making such order
- S. 103Registration of order and minute of reduction
- S. 104Liability of members in respect of reduced shares
- S. 105Penalty for concealing name of creditor, etc.
- S. 106Alteration of rights of holders of special classes of shares
- S. 107Rights of dissentient shareholders
- S. 108Transfer not to be registered except on production of instrument of transfer
- S. 108-IPenalty for acquisition or transfer of share in contravention of sections 108A to 108D
- S. 108ARestriction on acquisition of certain shares
- S. 108BRestriction on transfer of shares
- S. 108CRestriction on the transfer of shares of foreign companies
- S. 108DPower of Central Government to direct companies not to give effect to the transfer
- S. 108ETime within which refusal to be communicated
- S. 108FNothing in sections 108A to 108D to apply to Government companies, etc.
- S. 108GApplicability of the provisions of sections 108A to 108F
- S. 108HConstruction of certain expressions used in sections 108A to 108G
- S. 109Transfer by legal representative
- S. 109ANomination of shares
- S. 109BTransmission of shares
- S. 110Application for transfer
- S. 111Power to refuse registration and appeal against refusal
- S. 111ARectification of register on transfer
- S. 112Certification of transfers
- S. 113Limitation of time for issue of certificate
- S. 114Issue and effect of share warrants to bearer
- S. 115Share warrants and entries in register of members
- S. 116Penalty for personation of shareholder
- S. 117Debentures with voting rights not to be issued hereafter
- S. 117ADebenture trust deed
- S. 117BAppointment of debenture trustees and duties of debenture trustees
- S. 117CLiability of company to create security and debenture redemption reserve
- S. 118Right to obtain copies of and inspect trust deed
- S. 119Liability of trustees for debenture holders
- S. 120Perpetual debentures
- S. 121Power to re-issue redeemed debentures in certain cases
- S. 122Specific performance of contract to subscribe for debentures
- S. 123Payments of certain debts out of assets subject to floating charge in priority to claims under the charge
Chapter PART V
- S. 124"Charge" to include mortgage in this Part
- S. 125Certain charges to be void against liquidator or creditors unless registered
- S. 126Date of notice of charge
- S. 127Registration of charges on properties acquired subject to charge
- S. 128Particulars in case of series of debentures entitling holders pari passu
- S. 129Particulars in case of commission, etc., on debentures
- S. 130Register of charges to be kept by Registrar
- S. 131Index to register of charges
- S. 132Certificate of registration
- S. 133Endorsement of certificate of registration on debenture or certificate of debenture stock
- S. 134Duty of company as regards registration and right of interested party
- S. 135Provisions of Part to apply to modification of charges
- S. 136Copy of instrument creating charge to be kept by company at registered office
- S. 137Entry in register of charges of appointment of receiver or manager
- S. 138Company to report satisfaction and procedure thereafter
- S. 139Power of Registrar to make entries of satisfaction and release in absence of intimation from company
- S. 140Copy of memorandum of satisfaction to be furnished to company
- S. 141Rectification by Central Government of register of charges
- S. 142Penalties
- S. 143Company's register of charges
- S. 144Right to inspect copies of instruments creating charges and company's register of charges
- S. 145Application of Part to charges requiring registration under it but not under previous law
Chapter PART VI
- S. 146Registered office of company
- S. 147Publication of name by company
- S. 148Publication of authorised as well as subscribed and paid-up capital
- S. 149Restrictions on commencement of business
- S. 150Register of members
- S. 151Index of members
- S. 152Register and index of debenture holders
- S. 152ARegister and index of beneficial owners to be of debenture holder
- S. 153Trusts not to be entered on register
- S. 153AAppointment of public trustee
- S. 153BDeclaration as to shares and debentures held in trust
- S. 154Power to close register of members or debenture holders
- S. 155Power of Court to rectify register of members
- S. 156Notice to Registrar of rectification of register
- S. 157Power for company to keep foreign register of members or debenture holders
- S. 158Provisions as to foreign registers
- S. 159Annual return to be made by company having a share capital
- S. 160Annual return to be made by company not having a share capital
- S. 161Further provisions regarding annual return and certificate to be annexed thereto
- S. 162Penalty and interpretation
- S. 163Place of keeping, and inspection of registers and returns
- S. 164Registers, etc., to be evidence
- S. 165Statutory meeting and statutory report of company
- S. 166Annual general meeting
- S. 167Power of Central Government to call annual general meeting
- S. 168Penalty for default in complying with Section 166 or 167
- S. 169Calling of extraordinary general meeting on requisition
- S. 170Sections 171 to 186 to apply to meetings
- S. 171Length of notice for calling meeting
- S. 172Contents and manner of service of notice and persons on whom it is to be served
- S. 173Explanatory statement to be annexed to notice
- S. 174Quorum for meeting
- S. 175Chairman of meeting
- S. 176Proxies
- S. 177Voting to be by show of hands in first instance
- S. 178Chairman's declaration of result of voting by show of hands to be conclusive
- S. 179Demand for poll
- S. 180Time of taking poll
- S. 181Restriction on exercise of voting right of members who have not paid calls, etc.
- S. 182Restrictions on exercise of voting right in other cases to be void
- S. 183Right of member to use his votes differently
- S. 184Scrutineers at poll
- S. 185Manner of taking poll and result thereof
- S. 186Power of Tribunal to order meeting to be called
- S. 187Representation of corporations at meetings of companies and of creditors
- S. 187ARepresentation of the President and Governors in meetings of companies of which they are members
- S. 187BExercise of voting rights in respect of shares held in trust
- S. 187CDeclaration by persons not holding beneficial interest in any share
- S. 187DInvestigation of beneficial ownership of shares in certain cases
- S. 188Circulation of members' resolutions
- S. 189Ordinary and special resolutions
- S. 190Resolutions requiring special notice
- S. 191Resolutions passed at adjourned meetings
- S. 192Registration of certain resolutions and agreements
- S. 192APassing of resolutions by postal ballot
- S. 193Minutes of proceedings of general meetings and of Board and other meetings
- S. 194Minutes to be evidence
- S. 195Presumptions to be drawn where minutes duly drawn and signed
- S. 196Inspection of minute books of general meetings
- S. 197Publication of reports of proceedings of general meetings
- S. 197ACompany not to appoint or employ certain different categories of managerial personnel at the same time
- S. 198Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits
- S. 199Calculation of commission, etc., in certain cases
- S. 200Prohibition of tax-free payments
- S. 201Avoidance of provisions relieving liability of officers and auditors of company
- S. 202Undischarged insolvent not to manage companies
- S. 203Power to restrain fraudulent persons from managing companies
- S. 204Restriction on appointment of firm or body corporate to office or place of profit under a company
- S. 204ARestrictions on the appointment of former managing agents or secretaries and treasurers to any office
- S. 205Dividend to be paid only out of profits
- S. 205AUnpaid dividend to be transferred to special dividend account
- S. 205BPayment of unpaid or unclaimed dividend
- S. 205CEstablishment of Investor Education and Protection Fund
- S. 206Dividend not to be paid except to registered shareholders or to their order or to their bankers
- S. 206ARight to dividend, rights shares, and bonus shares to be held in abeyance pending registration of transfer of shares
- S. 207Penalty for failure to distribute dividends within thirty days
- S. 208Power of company to pay interest out of capital in certain cases
- S. 209Books of account to be kept by company
- S. 209AInspection of books of account, etc., of companies
- S. 210Annual accounts and balance sheet
- S. 210AConstitution of National Advisory Committee on Accounting Standards
- S. 211Form and contents of balance sheet and profit and loss account
- S. 212Balance sheet of holding company to include certain particulars as to its subsidiaries
- S. 213Financial year of holding company and subsidiary
- S. 214Rights of holding company's representatives and members
- S. 215Authentication of balance sheet and profit and loss account
- S. 216Profit and loss account to be annexed and auditors' report to be attached to balance sheet
- S. 217Board's report
- S. 218Penalty for improper issue, circulation or publication of balance sheet or profit and loss account
- S. 219Right of member to copies of balance sheet and auditors' report
- S. 220Three copies of balance sheet, etc., to be filed with Registrar
- S. 221Duty of officer to make disclosure of payments, etc.
- S. 222Construction of references to documents annexed to accounts
- S. 223Certain companies to publish statement in the Form in Table F in Schedule I
- S. 224Appointment and remuneration of auditors
- S. 224AAuditor not to be appointed except with the approval of the company by special resolution in certain cases
- S. 225Provisions as to resolutions for appointing or removing auditors
- S. 226Qualifications and disqualifications of auditors
- S. 227Powers and duties of auditors
- S. 228Audit of accounts of branch office of company
- S. 229Signature of audit report, etc.
- S. 230Reading and inspection of auditor's report
- S. 231Right of auditor to attend general meeting
- S. 232Penalty for non-compliance with sections 225 to 231
- S. 233Penalty for non-compliance by auditor with sections 227 and 229
- S. 233APower of Central Government to direct special audit in certain cases
- S. 233BAudit of cost accounts in certain cases
- S. 234Power of Registrar to call for information or explanation
- S. 234ASeizure of documents by Registrar
- S. 235Investigation of the affairs of a company
- S. 236Application by members to be supported by evidence and power to call for security
- S. 237Investigation of company's affairs in other cases
- S. 238Firm, body corporate or association not to be appointed as inspector
- S. 239Power of inspectors to carry investigation into affairs of related companies, etc.
- S. 240Production of documents and evidence
- S. 240ASeizure of documents by inspector
- S. 241Inspectors' report
- S. 242Prosecution
- S. 243Application for winding up of company or an order under Section 397 or 398
- S. 244Proceedings for recovery of damages or property
- S. 245Expenses of investigation
- S. 246Inspectors' report to be evidence
- S. 247Investigation of ownership of company
- S. 248Information regarding persons having an interest in company or in body corporate or firm acting as managing agent thereof
- S. 249Investigation of associateship with managing agent, etc.
- S. 250Imposition of restrictions upon shares and debentures and prohibition of transfer of shares or debentures in certain cases
- S. 250AVoluntary winding-up of company, etc., not to stop investigation proceedings
- S. 251Saving for legal advisers and bankers
- S. 252Minimum number of directors
- S. 253Only individuals to be directors
- S. 254Subscribers of memorandum deemed to be directors
- S. 255Appointment of directors and proportion of those who are to retire by rotation
- S. 256Ascertainment of directors retiring by rotation and filling of vacancies
- S. 257Right of persons other than retiring directors to stand for directorship
- S. 258Right of company to increase or reduce the number of directors
- S. 259Increase in number of directors to require Government sanction
- S. 260Additional directors
- S. 261Certain persons not to be appointed directors, except by special resolution
- S. 262Filling of casual vacancies among directors
- S. 263Appointment of directors to be voted on individually
- S. 263ASections 177, 255, 256 and 263 not to apply in relation to companies not carrying business for profit, etc.
- S. 264Consent of candidate for directorship to be filed with the company and consent to act as director to be filed with the Registrar
- S. 265Option to company to adopt proportional representation for the appointment of directors
- S. 266Restrictions on appointment or advertisement of director
- S. 266AApplication for allotment of Director Identification Number
- S. 266BAllotment of Director Identification Number
- S. 266CProhibition to obtain more than one Director Identification Number
- S. 266DObligation of director to intimate Director Identification Number to concerned company or companies
- S. 266EObligation of company to inform Director Identification Number to Registrar
- S. 266FObligation to indicate Director Identification Number
- S. 266GPenalty for contravention of provisions of Section 266A or Section 266C or Section 266D or Section 266E
- S. 267Certain persons not to be appointed managing directors
- S. 268Amendment of provision relating to managing, whole-time or nonrotational directors to require Government approval
- S. 269Appointment of managing or whole-time director or manager to require Government approval only in certain cases
- S. 270Time within which share qualification is to be obtained and maximum amount thereof
- S. 271Filing of declaration of share qualification by director
- S. 272Penalty
- S. 273Saving
- S. 274Disqualifications of directors
- S. 275No person to be a director of more than [fifteen companies]
- S. 276Choice to be made by director of more than [fifteen] companies at commencement of Act
- S. 277Choice by person becoming director of more than [fifteen] companies after commencement of Act
- S. 278Exclusion of certain directorships for the purposes of sections 275, 276 and 277
- S. 279Penalty
- S. 280Age limit
- S. 281Age limit not to apply if company so resolves
- S. 282Duty of director to disclose age
- S. 283Vacation of office by directors
- S. 284Removal of directors
- S. 285Board to meet at least once in every three calendar months
- S. 286Notice of meetings
- S. 287Quorum for meetings
- S. 288Procedure where meeting adjourned for want of quorum
- S. 289Passing of resolutions by circulation
- S. 290Validity of acts of directors
- S. 291General powers of Board
- S. 292Certain powers to be exercised by Board only at meeting
- S. 292AAudit Committee
- S. 293Restrictions on powers of Board
- S. 293AProhibitions and restrictions regarding political contributions
- S. 293BPower of Board and other persons to make contributions to the National Defence Fund, etc.
- S. 294Appointment of sole selling agents to require approval of company in general meeting
- S. 294AProhibition of payment of compensation to sole selling agents for loss of office in certain cases
- S. 294AAPower of Central Government to prohibit the appointment of sole selling agents in certain cases
- S. 295Loans to directors, etc.
- S. 296Application of Section 295 to book debts in certain cases
- S. 297Board's sanction to be required for certain contracts in which particular directors are interested
- S. 298Power of directors to carry on business when managing agent or secretaries and treasurers are deemed to have vacated office, etc.
- S. 299Disclosure of interest by director
- S. 300Interested director not to participate or vote in Board's proceedings
- S. 301Register of contracts, companies and firms in which directors are interested
- S. 302Disclosure to members of directors interest in contract appointing manager, managing director [, managing agent or secretaries and treasurers]
- S. 303Register of directors [x x x x] etc.
- S. 304Inspection of the register
- S. 305Duty of directors, etc. to make disclosure
- S. 306Register to be kept by Registrar and inspection thereof
- S. 307Register of directors' shareholdings, etc.
- S. 308Duty of directors and persons deemed to be directors to make disclosure of shareholdings
- S. 309Remuneration of directors
- S. 310Provision for increase in remuneration to require Government sanction
- S. 311Increase in remuneration of managing director on re-appointment or appointment after Act to require Government sanction
- S. 312Prohibition of assignment of office by director
- S. 313Appointment and term of office of alternate directors
- S. 314Director, etc., not to hold office or place of profit
- S. 315Application of sections 316 and 317
- S. 316Number of companies of which one person may be appointed managing director
- S. 317Managing director not to be appointed for more than five years at a time
- S. 318Compensation for loss of office not permissible except to managing or whole-time directors or to directors who are managers
- S. 319Payment to director, etc., for loss of office, etc., in connection with transfer of undertaking or property
- S. 320Payment to director for loss of office, etc., in connection with transfer of shares
- S. 321Provisions supplementary to Sections 318, 319 and 320
- S. 322Directors, etc., with unlimited liability in limited company
- S. 323Special resolution of limited company making liability of directors, etc., unlimited
- S. 349Determination of net profits
- S. 350Ascertainment of depreciation
- S. 355Saving
- S. 370Loans, etc., to companies under the same management
- S. 370AProvisions as to certain loans which could not have been made if sections 369 and 370 were in force
- S. 371Penalty for contravention of section 369, 3703 or 370A
- S. 372Purchase by company of shares, etc., of other companies
- S. 372AInter-corporate loans and investments
- S. 373Investments made before commencement of Act
- S. 374Penalty for contravention of Section 372 or 373
- S. 375Managing agent not to engage in business competing with business of managed company
- S. 376Conditions prohibiting reconstruction or amalgamation of company
- S. 377Restrictions on right of managing agent to appoint directors
- S. 383ACertain companies to have secretaries
- S. 384Firm or body corporate not to be appointed manager
- S. 385Certain persons not to be appointed managers
- S. 386Number of companies of which a person may be appointed manager
- S. 387Remuneration of manager
- S. 388Application of Sections [269, 310], 311, 312 and 317 to managers
- S. 388ASections 386 to 388 not to apply to certain private companies
- S. 388BReference to [Tribunal] of cases against managerial personnel
- S. 388CInterim order by [Tribunal]
- S. 388DDecision of the [Tribunal]
- S. 388EPower of Central Government to remove managerial personnel on the basis of [Tribunal's] decision
- S. 389Power for companies to refer matters to arbitration
- S. 390Interpretation of sections 391 and 393
- S. 391Power to compromise or make arrangements with creditors and members
- S. 392Power of Tribunal to enforce compromise and arrangement
- S. 393Information as to compromises or arrangements with creditors and members
- S. 394Provisions for facilitating reconstruction and amalgamation of companies
- S. 394ANotice to be given to Central Government for applications under sections 391 and 394
- S. 395Power and duty to acquire shares of shareholders dissenting from scheme or contract approved by majority
- S. 396Power of Central Government to provide for amalgamation of companies in national interest
- S. 396APreservation of books and papers of amalgamated company
- S. 397Application to [Tribunal] for relief in cases of oppression
- S. 398Application to [Tribunal] for relief in cases of mismanagement
- S. 399Right to apply under sections 397 and 398
- S. 400Notice to be given to Central Government of applications under sections 397 and 3984
- S. 401Right of Central Government to apply under sections 397 and 398
- S. 402Powers of [Tribunal] on application under section 397 or 39811
- S. 403Interim order by [Tribunal]
- S. 404Effect of alteration of memorandum or articles of company by order under section 397 or 398
- S. 405Addition of respondents to application under section 397 or 398
- S. 406Application of sections 539 to 544 to proceedings under sections 397 and 398
- S. 407Consequences of termination or modification of certain agreements
- S. 408Powers of Government to prevent oppression or mismanagement
- S. 409Power of [Tribunal] to prevent change in Board of directors likely to affect company prejudicially
- S. 410Appointment of Advisory Committee
- S. 416Contracts by agents of company in which company is undisclosed principal
- S. 417Employees' securities to be deposited in post office savings bank or Scheduled Bank
- S. 418Provisions applicable to provident funds of employees
- S. 419Right of employee to see bank's receipt for moneys or securities referred to in section 417 or 418
- S. 420Penalty for contravention of sections 417, 418 and 419
- S. 421Filing of accounts of receivers
- S. 422Invoices, etc., to refer to receiver where there is one
- S. 423Penalty for non-compliance with sections 421 and 422
- S. 424Application of sections 421 to 423 to receivers and managers appointed by Tribunal and managers appointed in pursuance of an instrument
Chapter [PART VIA
- S. 424-IDirection not to dispose of assets
- S. 424AReference to Tribunal
- S. 424BInquiry into working of sick industrial companies
- S. 424CPowers of Tribunal to make suitable order on completion of inquiry
- S. 424DPreparation and sanction of schemes
- S. 424ERehabilitation by giving financial assistance
- S. 424FArrangement for continuing operations, etc., during inquiry
- S. 424GWinding up of sick industrial company
- S. 424HOperating agency to prepare complete inventory, etc.
- S. 424JPower of Tribunal to call for periodic information
- S. 424KMisfeasance proceedings
- S. 424LPenalty for certain offences
Chapter PART VII
- S. 425Modes of winding up
- S. 426Liability as contributories of present and past members
- S. 427Obligations of directors [x x x x] and managers whose liability is unlimited
- S. 428Definition of "contributory"
- S. 429Nature of liability of contributory
- S. 430Contributories in case of death of member
- S. 431Contributories in case of insolvency of member
- S. 432Contributories in case of winding up of a body corporate which is a member
- S. 433Circumstances in which company may be wound up by Tribunal
- S. 434Company when deemed unable to pay its debts
- S. 439Provisions as to applications for winding up
- S. 439AStatement of affairs to be filed on winding up of a company
- S. 440Right to present winding up petition where company is being wound up voluntarily
- S. 441Commencement of winding up by Tribunal
- S. 441ALevy and collection of cess on turnover or gross receipts of companies
- S. 441BCrediting proceeds of cess to Consolidated Fund of India
- S. 441CRehabilitation Fund
- S. 441DApplication of Fund
- S. 441EPower to call for information
- S. 441FPenalty for non-payment of cess
- S. 441GRefund of fund in certain cases
- S. 442Power of Court to stay or restrain proceedings against company
- S. 443Power of Tribunal on hearing petition
- S. 444Order for winding up to be communicated to Official Liquidator and Registrar
- S. 445Copy of winding up order to be filed with Registrar
- S. 446Suits stayed on winding up order
- S. 446AResponsibility of directors and officers to submit to Tribunal audited books of account
- S. 447Effect of winding up order
- S. 448Appointment of Official Liquidator
- S. 449Official Liquidator to be liquidator
- S. 450Appointment and powers of provisional liquidator
- S. 451General provisions as to liquidators
- S. 452Style, etc., of liquidator
- S. 453Receiver not to be appointed of assets with liquidator
- S. 454Statement of affairs to be made to Official Liquidator
- S. 455Report by Official Liquidator
- S. 456Custody of company's property
- S. 457Powers of liquidator
- S. 458Discretion of liquidator
- S. 458AExclusion of certain time in computing periods of limitation
- S. 459Provision for legal assistance to liquidator
- S. 460Exercise and control of liquidator's powers
- S. 461Books to be kept by liquidator
- S. 462Audit of liquidator's accounts
- S. 463Control of Central Government over liquidators
- S. 464Appointment and composition of committee of inspection
- S. 465Constitution and proceedings of committee of inspection
- S. 466Power of Tribunal to stay winding up
- S. 467Settlement of list of contributories and application of assets
- S. 468Delivery of property to liquidator
- S. 469Payment of debts due by contributory and extent of set-off
- S. 470Power of Tribunal to make calls
- S. 471Payment into bank of moneys due to company
- S. 472Moneys and securities paid into bank to be subject to order of Tribunal
- S. 473Order on contributory to be conclusive evidence
- S. 474Power to exclude creditors not proving in time
- S. 475Adjustment of rights of contributories
- S. 476Power to order costs
- S. 477Power to summon persons suspected of having property of company, etc.
- S. 478Power to order public examination of promoters, directors, etc.
- S. 479Power to arrest absconding contributory
- S. 480Saving of existing powers of Tribunal
- S. 481Dissolution of company
- S. 482Order made in any Court to be enforced by other Courts
- S. 483Appeals from orders
- S. 484Circumstances in which company may be wound-up voluntarily
- S. 485Publication of resolution to wind-up voluntarily
- S. 486Commencement of voluntary winding up
- S. 487Effect of voluntary winding up on status of company
- S. 488Declaration of solvency in case of proposal to wind-up voluntarily
- S. 489Provisions applicable to a members' voluntary winding up
- S. 490Power of company to appoint and fix remuneration of liquidators
- S. 491Board's powers to cease on appointment of a liquidator
- S. 492Power to fill vacancy in office of liquidator
- S. 493Notice of appointment of liquidator to be given to Registrar
- S. 494Power of liquidator to accept shares, etc., as consideration for sale of property of company
- S. 495Duty of liquidator to call creditors' meeting in case of insolvency
- S. 496Duty of liquidator to call general meeting at the end of each year
- S. 497Final meeting and dissolution
- S. 498Alternative provisions as to annual and final meetings in case of insolvency
- S. 499Provisions applicable to a creditor's voluntary winding up
- S. 500Meeting of creditors
- S. 501Notice of resolutions passed by creditors' meeting to be given to Registrar
- S. 502Appointment of liquidator
- S. 503Appointment of committee of inspection
- S. 504Fixing of liquidators' remuneration
- S. 505Board's powers to cease on appointment of liquidator
- S. 506Power to fill vacancy in office of liquidator
- S. 507Application of section 494 to a creditors voluntary winding up
- S. 508Duty of liquidator to call meetings of company and of creditors at end of each year
- S. 509Final meeting and dissolution
- S. 510Provisions applicable to every voluntary winding up
- S. 511Distribution of property of company
- S. 511AApplication of section 454 to voluntary winding up
- S. 512Powers and duties of liquidator in voluntary winding up
- S. 513Body corporate not to be appointed as liquidator
- S. 514Corrupt inducement affecting appointment as liquidator
- S. 515Power of Tribunal to appoint and remove liquidator in voluntary winding up
- S. 516Notice by liquidator of his appointment
- S. 517Arrangement when binding on company and creditors
- S. 518Power to apply to Tribunal to have questions determined or powers exercised
- S. 519Application of liquidator to Tribunal for public examination of promoters, directors, etc.
- S. 520Costs of voluntary winding up
- S. 521Saving of right of creditors and contributories to apply for winding up
- S. 522Power to order winding up subject to supervision
- S. 523Effect of petition for winding up subject to supervision
- S. 524Power of Court to appoint or remove liquidators
- S. 525Powers and obligations of liquidator appointed by court
- S. 526Effect of supervision order
- S. 527Appointment in certain cases of voluntary liquidators to office of liquidators
- S. 528Debts of all descriptions to be admitted to proof
- S. 529Application of insolvency rules in winding up of insolvent companies
- S. 529AOverriding preferential payments
- S. 530Preferential payments
- S. 531Fraudulent preference
- S. 531AAvoidance of voluntary transfer
- S. 532Transfers for benefit of all creditors to be void
- S. 533Liabilities and rights of certain fraudulently preferred persons
- S. 534Effect of floating charge
- S. 535Disclaimer of onerous property in case of a company which is being wound-up
- S. 536Avoidance of transfers, etc., after commencement of winding up
- S. 537Avoidance of certain attachments, executions, etc., in winding up by Tribunal
- S. 538Offences by officers of companies in liquidation
- S. 539Penalty for falsification of books
- S. 540Penalty for frauds by officers
- S. 541Liability where proper accounts not kept
- S. 542Liability for fraudulent conduct of business
- S. 543Power of Tribunal to assess damages against delinquent directors, etc.
- S. 544Liability under Sections 542 and 543 to extend to partners or directors in firm or company
- S. 545Prosecution of delinquent officers and members of the company
- S. 546Liquidator to exercise certain powers subject to sanction
- S. 547Notification that a company is in liquidation
- S. 548Books and papers of company to be evidence
- S. 549Inspection of books and papers by creditors and contributories
- S. 550Disposal of books and papers of company
- S. 551Information as to pending liquidations
- S. 552Official Liquidator to make payments into the public account of India
- S. 553Voluntary liquidator to make payments into Scheduled Bank
- S. 554Liquidator not to pay moneys into private banking account
- S. 555Unpaid dividends and undistributed assets to be paid into the Companies Liquidation Account
- S. 556Enforcement of duty of liquidator to make returns, etc.
- S. 557Meetings to ascertain wishes of creditors or contributories
- S. 558[Tribunal] or person before whom affidavit may be sworn
- S. 559Power of [Tribunal] to declare dissolution of company void
- S. 560Power of Registrar to strike defunct company off register
Chapter PART VIII
- S. 561Application of Act to companies formed and registered under previous companies laws
- S. 562Application of Act to companies registered but not formed under previous companies laws
- S. 563Application of Act to unlimited companies registered under previous companies laws
- S. 564Mode of transferring shares in the case of companies registered under Acts 19 of 1857 and 7 of 1860
Chapter PART IX
- S. 565Companies capable of being registered
- S. 566Definition of "joint-stock company"
- S. 567Requirements for registration of joint-stock companies
- S. 568Requirements for registration of companies not being joint-stock companies
- S. 569Authentication of statements of existing companies
- S. 570Power of Registrar to require evidence as to nature of company
- S. 571Notice to customers on registration of banking company with limited liability
- S. 572Change of name for purposes of registration
- S. 573Addition of "Limited" or "Private Limited" to name
- S. 574Certificate of registration of existing companies
- S. 575Vesting of property on registration
- S. 576Saving for existing liabilities
- S. 577Continuation of pending legal proceedings
- S. 578Effect of registration under Part
- S. 579Power to substitute memorandum and articles for deed of settlement
- S. 580Power of Court to stay or restrain proceedings
Chapter [PART IXA
Chapter PART IX
Chapter [PART IXA
- S. 581-PART-IXAPower to modify Act in its application to Producer Companies
- S. 581ADefinitions
- S. 581BObjects of Producer Company
- S. 581CFormation of Producer Company and its registration
- S. 581DMembership and voting rights of Members of Producer Company
- S. 581EBenefits to Members
- S. 581FMemorandum of Producer Company
- S. 581GArticles of association
- S. 581HAmendment of memorandum
- S. 581JOption to inter-State co-operative societies to become Producer Companies
- S. 581KEffect of incorporation of Producer Company
- S. 581LVesting of undertaking in Producer Company
- S. 581MConcession, etc., to be deemed to have been granted to Producer Company
- S. 581NProvisions in respect of officers and other employees of inter-State co-operative society
- S. 581PAppointment of directors
- S. 581QVacation of office by directors
- S. 581RPowers and functions of Board
- S. 581SMatters to be transacted at general meeting
- S. 581TLiability of directors
- S. 581UCommittee of directors
- S. 581VMeetings of Board and quorum
- S. 581WChief Executive and his functions
- S. 581XSecretary of Producer Company
- S. 581YQuorum
- S. 581ZVoting rights
- S. 581ZAAnnual general meetings
- S. 581ZBShare capital
- S. 581ZCSpecial user rights
- S. 581ZDTransferability of shares and attendant rights
- S. 581ZEBooks of account
- S. 581ZFInternal audit
- S. 581ZGDuties of auditor under this Part
- S. 581ZHDonations or subscription by Producer Company
- S. 581ZIGeneral and other reserves
- S. 581ZJIssue of bonus shares
- S. 581ZKLoan, etc., to Members
- S. 581ZLInvestment in other companies, formation of subsidiaries, etc.
- S. 581ZMPenalty for contravention
- S. 581ZNAmalgamation, merger or division, etc., to form new Producer Companies
- S. 581ZODisputes
- S. 581ZPStrike off name of Producer Company
- S. 581ZQProvisions of this Part to override other laws
- S. 581ZRApplication of provisions relating to private companies
- S. 581ZSReconversion of Producer Company to inter-State co-operative society
Chapter PART X
- S. 582Meaning of "unregistered company"
- S. 583Winding up of unregistered companies
- S. 584Power to wind-up foreign companies, although dissolved
- S. 585Contributories in winding up of unregistered company
- S. 586Power to stay or restrain proceedings
- S. 587Suits, etc., stayed on winding up order
- S. 588Directions as to property in certain cases
- S. 589Provisions of Part cumulative
- S. 590Saving and construction of enactments conferring power to wind-up partnership, association or company in certain cases
Chapter PART XI
- S. 591Application of sections 592 to 602 to foreign companies
- S. 592Documents, etc., to be delivered to Registrar by foreign companies carrying on business in India
- S. 593Return to be delivered to Registrar by foreign company where documents, etc., altered
- S. 594Accounts of foreign company
- S. 595Obligation to state name of foreign company, whether limited, and country where incorporated
- S. 596Service on foreign company
- S. 597Office where documents to be delivered
- S. 598Penalties
- S. 599Company's failure to comply with Part not to affect its liability under contracts, etc.
- S. 600Registration of charges, appointment of receiver and books of account
- S. 601Fees for registration of documents under Part
- S. 602Interpretation of foregoing sections of Part
- S. 603Dating of prospectus and particulars to be contained therein
- S. 604Provisions as to expert's consent and allotment
- S. 605Registration of prospectus
- S. 605AOffer of Indian Depository Receipts
- S. 606Penalty for contravention of Sections 603, 604 and 605
- S. 607Civil liability for mis-statements in prospectus
- S. 608Interpretation of provisions as to prospectuses
Chapter PART XII
- S. 609Registration offices
- S. 610Inspection, production and evidence of documents kept by Registrar
- S. 610AAdmissibility of micro films, facsimile copies of documents, computer printouts and documents on computer media as documents and as evidence
- S. 610BProvisions relating to filing of applications, documents inspection, etc., through electronic form
- S. 610CPower to modify Act in relation to electronic records (including the manner and form in which electronic records shall be filed)
- S. 610DProviding of value added services through electronic form
- S. 610EApplication of provisions of Act 21 of 2000
- S. 611Fees in Schedule X to be paid
- S. 612Fees, etc., paid to Registrar and other officers to be accounted for to Central Government
- S. 613Power of Central Government to reduce fees, charges, etc.
- S. 614Enforcement of duty of company to make returns, etc., to Registrar
- S. 614APower of Court trying offences under the Act to direct the filing of documents with Registrar
Chapter PART XIII
- S. 615Power of Central Government to direct companies to furnish information or statistics
- S. 616Application of Act to insurance, banking, electricity supply and other companies governed by special Acts
- S. 617Definition of "Government Company"
- S. 618Government companies not to have managing agents
- S. 619Application of sections 224 to 233 to Government companies
- S. 619AAnnual reports on Government companies
- S. 619BProvisions of section 619 to apply to certain companies
- S. 620Power to modify Act in relation to Government companies
- S. 620APower to modify Act in its application to Nidhis, etc.
- S. 620BSpecial provisions as to companies in Goa, Daman and Diu
- S. 620CSpecial provisions as to companies in Jammu and Kashmir
- S. 621Offences against Act to be cognizable only on complaint by Registrar, shareholder or Government
- S. 621AComposition of certain offences
- S. 622Jurisdiction to try offences
- S. 623Certain offences triable summarily in Presidency towns
- S. 624Offences to be non-cognizable
- S. 624APower of Central Government to appoint company prosecutors
- S. 624BAppeal against acquittal
- S. 625Payment of compensation in cases of frivolous or vexatious prosecution
- S. 626Application of fines
- S. 627Production and inspection of books where offence suspected
- S. 628Penalty for false statements
- S. 629Penalty for false evidence
- S. 629APenalty where no specific penalty is provided elsewhere in the Act
- S. 630Penalty for wrongful withholding of property
- S. 631Penalty for improper use of words "Limited" and "Private Limited"
- S. 632Power to require limited company to give security for costs
- S. 633Power of Court to grant relief in certain cases
- S. 634Enforcement of orders of Courts
- S. 634AEnforcement of orders of Company Law Board
- S. 635Enforcement of orders of one Court by other Courts
- S. 635AProtection of acts done in good faith
- S. 635AANon-disclosure of information in certain cases
- S. 635BProtection of employees during investigation by inspector or pendency or proceeding before [Appellate Tribunal] in certain cases
- S. 636Reduction of fees, charges, etc., payable to company
- S. 637Delegation by Central Government of its powers and functions under Act
- S. 637APower of Central Government or Tribunal to accord approval, etc., subject to conditions and to prescribe fees on applications
- S. 637AAPower of Central Government to fix a limit with regard to remuneration
- S. 637BCondonation of delays in certain cases
- S. 638Annual report by Central Government
- S. 639Annual reports on Government companies to be placed before Parliament, etc.
- S. 640Validation of registration of firms as members of charitable and other companies
- S. 640AExclusion of time required in obtaining copies of order of Court or Tribunal
- S. 640BForms of, and procedure in relation to, certain applications
- S. 641Power to alter Schedules
- S. 642Power of Central Government to make rules
- S. 643Power of Central Government to make rules relating to winding up
- S. 644Repeal of Acts specified in Schedule XII
- S. 645Saving of orders, rules, etc., in force at commencement of Act
- S. 646Saving of operation of section 138 of Act 7 of 1913
- S. 647Saving of pending proceedings for winding up
- S. 647ATransfer of winding up proceedings to Tribunal
- S. 648Saving of prosecutions instituted by liquidator or Court under section 237 of Act 7 of 1913
- S. 649Construction of references to former enactments in documents
- S. 650Construction of "registrar of joint stock companies" in Act 21 of 1860
- S. 651Construction of references to extraordinary resolution in articles, etc.
- S. 651AReference of winding up of companies in any law
- S. 652Appointment under previous companies laws to have effect as if made under Act
- S. 653Former registration offices continued
- S. 654Registers under previous companies laws to be deemed to be part of registers under Act
- S. 655Funds and accounts under Act to be in continuation of funds and accounts under previous companies laws
- S. 656Saving of incorporation under repealed Acts
- S. 657Saving of certain Tables under previous companies laws
- S. 658Section 6 of the General Clauses Act, 1897 (10 of 1897) to apply in addition to sections 645 to 657 of Act