Complied AIComplied AIBack to law libraryReading nowCompanies Act, 201330 chapters · 517 sections
Chapters30
Reading nowCompanies ActAct contents
Law libraryUpdates

Search this Act

Jump directly to a section by number or title.

Companies Act, 2013

Read the Act by chapter, jump straight to a section, or open the AI companion beside the provision you are reviewing.

Start with Section 1Browse contents

Act No. 18 of 2013 · Act structure

Choose a chapter

30 chapters · 517 sections. Tap a division to reveal its provisions.

30 chapters · 517 sections. Press ⌘K to jump.

1Preliminary2 sections · 96 terms
Chapter 1 overview
  • 1Short title, extent, commencement and application
  • 2Definitions96 terms
    • (1)abridged prospectus
    • (2)accounting standards
    • (3)alter or alteration
    • (4)Appellate Tribunal
    • (5)Articles
    • (6)Associate Company
    • (7)Auditing Standards
    • (8)Authorised Capital
    • (9)Banking Company
    • (10)Board of Directors or Board
    • (11)Body Corporate or Corporation
    • (12)Book and Paper and Book or Paper
    • (13)Books of Account
    • (14)Branch Office
    • (15)Called-up Capital
    • (16)Charge
    • (17)Chartered Accountant
    • (18)Chief Executive Officer
    • (19)Chief Financial Officer
    • (20)Company
    • (21)company limited by guarantee
    • (22)Company limited by shares
    • (23)Company Liquidator
    • (24)Company Secretary or Secretary
    • (25)Company Secretary in practice
    • (26)Contributory
    • (27)Control
    • (28)Cost Accountant
    • (29)Court
    • (30)Debenture
    • (31)Deposit
    • (32)Depository
    • (33)Derivative
    • (34)Director
    • (35)Dividend
    • (36)Document
    • (37)Employees' stock option
    • (38)Expert
    • (39)Financial Institution
    • (40)Financial Statement
    • (41)Financial Year
    • (42)Foreign Company
    • (43)Free Reserves
    • (44)Global Depository Receipt
    • (45)Government company
    • (46)Holding Company
    • (47)Independent Director
    • (48)Indian Depository Receipt
    • (49)Interested Director
    • (50)Issued Capital
    • (51)Key Managerial Personnel
    • (52)Listed Company
    • (53)Manager
    • (54)Managing Director
    • (55)Member
    • (56)Memorandum
    • (57)Net Worth
    • (58)Notification
    • (59)Officer
    • (60)Officer who is in default
    • (61)Official Liquidator
    • (62)One Person Company
    • (63)Ordinary or Special resolution
    • (64)Paid-up Share Capital
    • (65)Postal Ballot
    • (66)Prescribed
    • (67)Previous Company Law
    • (68)Private Company
    • (69)Promoter
    • (70)Prospectus
    • (71)Public Company
    • (72)Public Financial Institution
    • (73)Recognised Stock Exchange
    • (74)Register of Companies
    • (75)Registrar
    • (76)Related Party
    • (77)Relative
    • (78)Remuneration
    • (79)Schedule
    • (80)Scheduled Bank
    • (81)Securities
    • (82)Securities and Exchange Board
    • (83)Serious Fraud Investigation Office
    • (84)Share
    • (85)Small Company
    • (86)Subscribed Capital
    • (87)Subsidiary Company or Subsidiary
    • (88)Sweat Equity Shares
    • (89)Total Voting Power
    • (90)Tribunal
    • (91)Turnover
    • (92)Unlimited Company
    • (93)Voting Right
    • (94)Whole-time Director
    • (94A)Winding Up
    • (95)Words and Expressions
1

Preliminary

2 sections · 96 terms
  • 1Short title, extent, commencement and application
  • 2Definitions96 terms
    • (1)abridged prospectus
    • (2)accounting standards
    • (3)alter or alteration
    • (4)Appellate Tribunal
    • (5)Articles
    • (6)Associate Company
    • (7)Auditing Standards
    • (8)Authorised Capital
    • (9)Banking Company
    • (10)Board of Directors or Board
    • (11)Body Corporate or Corporation
    • (12)Book and Paper and Book or Paper
    • (13)Books of Account
    • (14)Branch Office
    • (15)Called-up Capital
    • (16)Charge
    • (17)Chartered Accountant
    • (18)Chief Executive Officer
    • (19)Chief Financial Officer
    • (20)Company
    • (21)company limited by guarantee
    • (22)Company limited by shares
    • (23)Company Liquidator
    • (24)Company Secretary or Secretary
    • (25)Company Secretary in practice
    • (26)Contributory
    • (27)Control
    • (28)Cost Accountant
    • (29)Court
    • (30)Debenture
    • (31)Deposit
    • (32)Depository
    • (33)Derivative
    • (34)Director
    • (35)Dividend
    • (36)Document
    • (37)Employees' stock option
    • (38)Expert
    • (39)Financial Institution
    • (40)Financial Statement
    • (41)Financial Year
    • (42)Foreign Company
    • (43)Free Reserves
    • (44)Global Depository Receipt
    • (45)Government company
    • (46)Holding Company
    • (47)Independent Director
    • (48)Indian Depository Receipt
    • (49)Interested Director
    • (50)Issued Capital
    • (51)Key Managerial Personnel
    • (52)Listed Company
    • (53)Manager
    • (54)Managing Director
    • (55)Member
    • (56)Memorandum
    • (57)Net Worth
    • (58)Notification
    • (59)Officer
    • (60)Officer who is in default
    • (61)Official Liquidator
    • (62)One Person Company
    • (63)Ordinary or Special resolution
    • (64)Paid-up Share Capital
    • (65)Postal Ballot
    • (66)Prescribed
    • (67)Previous Company Law
    • (68)Private Company
    • (69)Promoter
    • (70)Prospectus
    • (71)Public Company
    • (72)Public Financial Institution
    • (73)Recognised Stock Exchange
    • (74)Register of Companies
    • (75)Registrar
    • (76)Related Party
    • (77)Relative
    • (78)Remuneration
    • (79)Schedule
    • (80)Scheduled Bank
    • (81)Securities
    • (82)Securities and Exchange Board
    • (83)Serious Fraud Investigation Office
    • (84)Share
    • (85)Small Company
    • (86)Subscribed Capital
    • (87)Subsidiary Company or Subsidiary
    • (88)Sweat Equity Shares
    • (89)Total Voting Power
    • (90)Tribunal
    • (91)Turnover
    • (92)Unlimited Company
    • (93)Voting Right
    • (94)Whole-time Director
    • (94A)Winding Up
    • (95)Words and Expressions
2Incorporation of Company and Matters Incidental Thereto20 sections
Chapter 2 overview
  • 3Formation of company
  • 4Memorandum
  • 5Articles
  • 6Act to over-ride memorandum, articles, etc
  • 7Incorporation of company
  • 8Formation of companies with charitable objects, etc
  • 9Effect of registration
  • 10Effect of memorandum and articles
  • 11Commencement of business, etc
  • 12Registered office of company
  • 13Alteration of memorandum
  • 14Alteration of articles
  • 15Alteration of memorandum or articles to be noted in every copy
  • 16Rectification of name of company
  • 17Copies of memorandum, articles, etc., to be given to members
  • 18Conversion of companies already registered
  • 19Subsidiary company not to hold shares in its holding company
  • 20Service of documents
  • 21Authentication of documents, proceedings and contracts
  • 22Execution of bills of exchange, etc
2

Incorporation of Company and Matters Incidental Thereto

20 sections
  • 3Formation of company
  • 4Memorandum
  • Browse 18 more provisions
3Prospectus and Allotment of Securities20 sections
Chapter 3 overview
  • 23Public offer and private placement
  • 24Power of Securities and Exchange Board to regulate issue and transfer of securities, etc
  • 25Document containing offer of securities for sale to be deemed prospectus
  • 26Matters to be stated in prospectus
  • 27Variation in terms of contract or objects in prospectus
  • 28Offer of sale of shares by certain members of company
  • 29Public offer of securities to be in dematerialised form
  • 30Advertisement of prospectus
  • 31Shelf prospectus
  • 32Red herring prospectus
  • 33Issue of application forms for securities
  • 34Criminal liability for mis-statements in prospectus
  • 35Civil liability for mis-statements in prospectus
  • 36Punishment for fraudulently inducing persons to invest money
  • 37Action by affected persons
  • 38Punishment for personation for acquisition, etc., of securities
  • 39Allotment of securities by company
  • 40Securities to be dealt with in stock exchanges
  • 41Global depository receipt
  • 42Offer or invitation for subscription of securities on private placement
3

Prospectus and Allotment of Securities

20 sections
  • 23Public offer and private placement
  • 24Power of Securities and Exchange Board to regulate issue and transfer of securities, etc
  • Browse 18 more provisions
4Share Capital and Debentures30 sections
Chapter 4 overview
  • 43Kinds of share capital
  • 44Nature of shares or debentures
  • 45Numbering of shares
  • 46Certificate of shares
  • 47Voting rights
  • 48Variation of shareholders' rights
  • 49Calls on shares of same class to be made on uniform basis
  • 50Company to accept unpaid share capital, although not called up
  • 51Payment of dividend in proportion to amount paid-up
  • 52Application of premiums received on issue of shares
  • 53Prohibition on issue of shares at discount
  • 54Issue of sweat equity shares
  • 55Issue and redemption of preference shares
  • 56Transfer and transmission of securities
  • 57Punishment for personation of shareholder
  • 58Refusal of registration and appeal against refusal
  • 59Rectification of register of members
  • 60Publication of authorised, subscribed and paid-up capital
  • 61Power of limited company to alter its share capital
  • 62Further issue of share capital
  • 63Issue of bonus shares
  • 64Notice to be given to Registrar for alteration of share capital
  • 65Unlimited company to provide for reserve share capital on conversion into limited company
  • 66Reduction of share capital
  • 67Restrictions on purchase by company or giving of loans by it for purchase of its shares
  • 68Power of company to purchase its own securities
  • 69Transfer of certain sums to capital redemption reserve account
  • 70Prohibition for buy-back in certain circumstances
  • 71Debentures
  • 72Power to nominate
4

Share Capital and Debentures

30 sections
  • 43Kinds of share capital
  • 44Nature of shares or debentures
  • Browse 28 more provisions
5Acceptance of Deposits By Companies4 sections
Chapter 5 overview
  • 73Prohibition on acceptance of deposits from public
  • 74Repayment of deposits, etc., accepted before commencement of this Act
  • 75Damages for fraud
  • 76Acceptance of deposits from public by certain companies
5

Acceptance of Deposits By Companies

4 sections
  • 73Prohibition on acceptance of deposits from public
  • 74Repayment of deposits, etc., accepted before commencement of this Act
  • Browse 2 more provisions
6Registration of Charges11 sections
Chapter 6 overview
  • 77Duty to register charges, etc
  • 78Application for registration of charge
  • 79Section 77 to apply in certain matters
  • 80Date of notice of charge
  • 81Register of charges to be kept by Registrar
  • 82Company to report satisfaction of charge
  • 83Power of Registrar to make entries of satisfaction and release in absence of intimation from company
  • 84Intimation of appointment of receiver or manager
  • 85Company's register of charges
  • 86Punishment for contravention
  • 87Rectification by Central Government in register of charges
6

Registration of Charges

11 sections
  • 77Duty to register charges, etc
  • 78Application for registration of charge
  • Browse 9 more provisions
7Management and Administration35 sections
Chapter 7 overview
  • 88Register of members, etc
  • 89Declaration in respect of beneficial interest in any share
  • 90Register of significant beneficial owners in a company
  • 91Power to close register of members or debenture-holders or other security holders
  • 92Annual return
  • 93Return to be filed with Registrar in case promoters' stake changes
  • 94Place of keeping and inspection of registers, returns, etc
  • 95Registers, etc., to be evidence
  • 96Annual general meeting
  • 97Power of Tribunal to call annual general meeting
  • 98Power of Tribunal to call meetings of members, etc
  • 99Punishment for default in complying with provisions of sections 96 to 98
  • 100Calling of extraordinary general meeting
  • 101Notice of meeting
  • 102Statement to be annexed to notice
  • 103Quorum for meetings
  • 104Chairman of meetings
  • 105Proxies
  • 106Restriction on voting rights
  • 107Voting by show of hands
  • 108Voting through electronic means
  • 109Demand for poll
  • 110Postal ballot
  • 111Circulation of members' resolution
  • 112Representation of President and Governors in meetings
  • 113Representation of corporations at meeting of companies and of creditors
  • 114Ordinary and special resolutions
  • 115Resolutions requiring special notice
  • 116Resolutions passed at adjourned meeting
  • 117Resolutions and agreements to be filed
  • 118Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot
  • 119Inspection of minute-books of general meeting
  • 120Maintenance and inspection of documents in electronic form
  • 121Report on annual general meeting
  • 122Applicability of this Chapter to One Person Company
7

Management and Administration

35 sections
  • 88Register of members, etc
  • 89Declaration in respect of beneficial interest in any share
  • Browse 33 more provisions
8Declaration and Payment of Dividend5 sections
Chapter 8 overview
  • 123Declaration of dividend
  • 124Unpaid Dividend Account
  • 125Investor Education and Protection Fund
  • 126Right to dividend, rights shares and bonus shares to be held in abeyance pending registration of transfer of shares
  • 127Punishment for failure to distribute dividends
8

Declaration and Payment of Dividend

5 sections
  • 123Declaration of dividend
  • 124Unpaid Dividend Account
  • Browse 3 more provisions
9Accounts of Companies11 sections
Chapter 9 overview
  • 128Books of account, etc., to be kept by company
  • 129Financial statement
  • 130Re-opening of accounts on court’s or Tribunal’s orders
  • 131Voluntary revision of financial statements or Board’s report
  • 132Constitution of National Financial Reporting Authority
  • 133Central Government to prescribe accounting standards
  • 134Financial statement, Board’s report, etc
  • 135Corporate Social Responsibility
  • 136Right of member to copies of audited financial statement
  • 137Copy of financial statement to be filed with Registrar
  • 138Internal audit
9

Accounts of Companies

11 sections
  • 128Books of account, etc., to be kept by company
  • 129Financial statement
  • Browse 9 more provisions
10Audit and Auditors10 sections
Chapter 10 overview
  • 139Appointment of auditors
  • 140Removal, resignation of auditor and giving of special notice
  • 141Eligibility, qualifications and disqualifications of auditors
  • 142Remuneration of auditors
  • 143Powers and duties of auditors and auditing standards
  • 144Auditor not to render certain services
  • 145Auditor to sign audit reports, etc
  • 146Auditors to attend general meeting
  • 147Punishment for contravention
  • 148Central Government to specify audit of items of cost in respect of certain companies
10

Audit and Auditors

10 sections
  • 139Appointment of auditors
  • 140Removal, resignation of auditor and giving of special notice
  • Browse 8 more provisions
11Appointment and Qualifications of Directors24 sections
Chapter 11 overview
  • 149Company to have Board of Directors
  • 150Manner of selection of independent directors and maintenance of databank of independent directors
  • 151Appointment of director elected by small shareholders
  • 152Appointment of directors
  • 153Application for allotment of Director Identification Number
  • 154Allotment of Director Identification Number
  • 155Prohibition to obtain more than one Director Identification Number
  • 156Director to intimate Director Identification Number
  • 157Company to inform Director Identification Number to Registrar
  • 158Obligation to indicate Director Identification Number
  • 159Punishment for contravention
  • 160Right of persons other than retiring directors to stand for directorship
  • 161Appointment of additional director, alternate director and nominee director
  • 162Appointment of directors to be voted individually
  • 163Option to adopt principle of proportional representation for appointment of directors
  • 164Disqualifications for appointment of director
  • 165Number of directorships
  • 166Duties of directors
  • 167Vacation of office of director
  • 168Resignation of director
  • 169Removal of directors
  • 170Register of directors and key managerial personnel and their shareholding
  • 171Members’ right to inspect
  • 172Punishment
11

Appointment and Qualifications of Directors

24 sections
  • 149Company to have Board of Directors
  • 150Manner of selection of independent directors and maintenance of databank of independent directors
  • Browse 22 more provisions
12Meetings of Board and Its Powers23 sections
Chapter 12 overview
  • 173Meetings of Board
  • 174Quorum for meetings of Board
  • 175Passing of resolution by circulation
  • 176Defects in appointment of directors not to invalidate actions taken
  • 177Audit Committee
  • 178Nomination and Remuneration Committee and Stakeholders Relationship Committee
  • 179Powers of Board
  • 180Restrictions on powers of Board
  • 181Company to contribute to bona fide and charitable funds, etc
  • 182Prohibitions and restrictions regarding political contributions
  • 183Power of Board and other persons to make contributions to national defence fund, etc
  • 184Disclosure of interest by director
  • 185Loan to directors, etc
  • 186Loan and investment by company
  • 187Investments of company to be held in its own name
  • 188Related party transactions
  • 189Register of contracts or arrangements in which directors are interested
  • 190Contract of employment with managing or whole-time directors
  • 191Payment to director for loss of office, etc., in connection with transfer of undertaking, property or shares
  • 192Restriction on non-cash transactions involving directors
  • 193Contract by One Person Company
  • 194Prohibition on forward dealings in securities of company by director or key managerial personnel
  • 195Prohibition on insider trading of securities
12

Meetings of Board and Its Powers

23 sections
  • 173Meetings of Board
  • 174Quorum for meetings of Board
  • Browse 21 more provisions
13Appointment and Remuneration of Managerial Personnel10 sections
Chapter 13 overview
  • 196Appointment of managing director, whole-time director or manager
  • 197Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits
  • 198Calculation of profits
  • 199Recovery of remuneration in certain cases
  • 200Central Government or company to fix limit with regard to remuneration
  • 201Forms of, and procedure in relation to, certain applications
  • 202Compensation for loss of office of managing or whole-time director or manager
  • 203Appointment of key managerial personnel
  • 204Secretarial audit for bigger companies
  • 205Functions of company secretary
13

Appointment and Remuneration of Managerial Personnel

10 sections
  • 196Appointment of managing director, whole-time director or manager
  • 197Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits
  • Browse 8 more provisions
14Inspection, Inquiry and Investigation24 sections
Chapter 14 overview
  • 206Power to call for information, inspect books and conduct inquiries
  • 207Conduct of inspection and inquiry
  • 208Report on inspection made
  • 209Search and seizure
  • 210Investigation into affairs of company
  • 211Establishment of Serious Fraud Investigation Office
  • 212Investigation into affairs of Company by Serious Fraud Investigation Office
  • 213Investigation into company’s affairs in other cases
  • 214Security for payment of costs and expenses of investigation
  • 215Firm, body corporate or association not to be appointed as inspector
  • 216Investigation of ownership of company
  • 217Procedure, powers, etc., of inspectors
  • 218Protection of employees during investigation
  • 219Power of inspector to conduct investigation into affairs of related companies, etc
  • 220Seizure of documents by inspector
  • 221Freezing of assets of company on inquiry and investigation
  • 222Imposition of restrictions upon securities
  • 223Inspector’s report
  • 224Actions to be taken in pursuance of inspector’s report
  • 225Expenses of investigation
  • 226Voluntary winding up of company, etc., not to stop investigation proceedings
  • 227Legal advisers and bankers not to disclose certain information
  • 228Investigation, etc., of foreign companies
  • 229Penalty for furnishing false statement, mutilation, destruction of documents
14

Inspection, Inquiry and Investigation

24 sections
  • 206Power to call for information, inspect books and conduct inquiries
  • 207Conduct of inspection and inquiry
  • Browse 22 more provisions
15Compromises, Arrangements and Amalgamations11 sections
Chapter 15 overview
  • 230Power to compromise or make arrangements with creditors and members
  • 231Power of Tribunal to enforce compromise or arrangement
  • 232Merger and amalgamation of companies
  • 233Merger or amalgamation of certain companies
  • 234Merger or amalgamation of company with foreign company
  • 235Power to acquire shares of shareholders dissenting from scheme or contract approved by majority
  • 236Purchase of minority shareholding
  • 237Power of Central Government to provide for amalgamation of companies in public interest
  • 238Registration of offer of schemes involving transfer of shares
  • 239Preservation of books and papers of amalgamated companies
  • 240Liability of officers in respect of offences committed prior to merger, amalgamation, etc
15

Compromises, Arrangements and Amalgamations

11 sections
  • 230Power to compromise or make arrangements with creditors and members
  • 231Power of Tribunal to enforce compromise or arrangement
  • Browse 9 more provisions
16Prevention of Oppression and Mismanagement6 sections
Chapter 16 overview
  • 241Application to Tribunal for relief in cases of oppression, etc
  • 242Powers of Tribunal
  • 243Consequence of termination or modification of certain agreements
  • 244Right to apply under section 241
  • 245Class action
  • 246Application of certain provisions to proceedings under section 241 or section 245
16

Prevention of Oppression and Mismanagement

6 sections
  • 241Application to Tribunal for relief in cases of oppression, etc
  • 242Powers of Tribunal
  • Browse 4 more provisions
17Registered Valuers1 section
Chapter 17 overview
  • 247Valuation by registered valuers
17

Registered Valuers

1 section
  • 247Valuation by registered valuers
18Removal of Names of Companies From the Register of Companies5 sections
Chapter 18 overview
  • 248Power of Registrar to remove name of company from register of companies
  • 249Restrictions on making application under section 248 in certain situations
  • 250Effect of company notified as dissolved
  • 251Fraudulent application for removal of name
  • 252Appeal to Tribunal
18

Removal of Names of Companies From the Register of Companies

5 sections
  • 248Power of Registrar to remove name of company from register of companies
  • 249Restrictions on making application under section 248 in certain situations
  • Browse 3 more provisions
19Revival and Rehabilitation of Sick Companies17 sections
Chapter 19 overview
  • 253Determination of sickness
  • 254Application for revival and rehabilitation
  • 255Exclusion of certain time in computing period of limitation
  • 256Appointment of interim administrator
  • 257Committee of creditors
  • 258Order of Tribunal
  • 259Appointment of administrator
  • 260Powers and duties of company administrator
  • 261Scheme of revival and rehabilitation
  • 262Sanction of scheme
  • 263Scheme to be binding
  • 264Implementation of scheme
  • 265Winding up of company on report of company administrator
  • 266Power of Tribunal to assess damages against delinquent directors, etc
  • 267Punishment for certain offences
  • 268Bar of jurisdiction
  • 269Rehabilitation and Insolvency Fund
19

Revival and Rehabilitation of Sick Companies

17 sections
  • 253Determination of sickness
  • 254Application for revival and rehabilitation
  • Browse 15 more provisions
20Winding Up96 sections
Chapter 20 overview
  • 270Modes of winding up
  • 271Circumstances in which company may be wound up by Tribunal
  • 272Petition for winding up
  • 273Powers of Tribunal
  • 274Directions for filing statement of affairs
  • 275Company Liquidators and their appointments
  • 276Removal and replacement of liquidator
  • 277Intimation to Company Liquidator, provisional liquidator and Registrar
  • 278Effect of winding up order
  • 279Stay of suits, etc., on winding up order
  • 280Jurisdiction of Tribunal
  • 281Submission of report by Company Liquidator
  • 282Directions of Tribunal on report of Company Liquidator
  • 283Custody of company's properties
  • 284Promoters, directors, etc., to cooperate with Company Liquidator
  • 285Settlement of list of contributories and application of assets
  • 286Obligations of directors and managers
  • 287Advisory committee
  • 288Submission of periodical reports to Tribunal
  • 289Power of Tribunal on application for stay of winding up
  • 290Powers and duties of Company Liquidator
  • 291Provision for professional assistance to Company Liquidator
  • 292Exercise and control of Company Liquidator's powers
  • 293Books to be kept by Company Liquidator
  • 294Audit of Company Liquidator's accounts
  • 295Payment of debts by contributory and extent of set-off
  • 296Power of Tribunal to make calls
  • 297Adjustment of rights of contributories
  • 298Power to order costs
  • 299Power to summon persons suspected of having property of company, etc
  • 300Power to order examination of promoters, directors, etc
  • 301Arrest of person trying to leave India or abscond
  • 302Dissolution of company by Tribunal
  • 303Appeals from orders made before commencement of Act
  • 304Circumstances in which company may be wound up voluntarily
  • 305Declaration of solvency in case of proposal to wind up voluntarily
  • 306Meeting of creditors
  • 307Publication of resolution to wind up voluntarily
  • 308Commencement of voluntary winding up
  • 309Effect of voluntary winding up
  • 310Appointment of Company Liquidator
  • 311Power to remove and fill vacancy of Company Liquidator
  • 312Notice of appointment of Company Liquidator to be given to Registrar
  • 313Cesser of Board's powers on appointment of Company Liquidator
  • 314Powers and duties of Company Liquidator in voluntary winding up
  • 315Appointment of committees
  • 316Company Liquidator to submit report on progress of winding up
  • 317Report of Company Liquidator to Tribunal for examination of persons
  • 318Final meeting and dissolution of company
  • 319Power of Company Liquidator to accept shares, etc., as consideration for sale of property of company
  • 320Distribution of property of company
  • 321Arrangement when binding on company and creditors
  • 322Power to apply to Tribunal to have questions determined, etc
  • 323Costs of voluntary winding up
  • 324Debts of all descriptions to be admitted to proof
  • 325Application of insolvency rules in winding up of insolvent companies
  • 326Overriding preferential payments
  • 327Preferential payments
  • 328Fraudulent preference
  • 329Transfers not in good faith to be void
  • 330Certain transfers to be void
  • 331Liabilities and rights of certain persons fraudulently preferred
  • 332Effect of floating charge
  • 333Disclaimer of onerous property
  • 334Transfers, etc., after commencement of winding up to be void
  • 335Certain attachments, executions, etc., in winding up by Tribunal to be void
  • 336Offences by officers of companies in liquidation
  • 337Penalty for frauds by officers
  • 338Liability where proper accounts not kept
  • 339Liability for fraudulent conduct of business
  • 340Power of Tribunal to assess damages against delinquent directors, etc
  • 341Liability under sections 339 and 340 to extend to partners or directors in firms or companies
  • 342Prosecution of delinquent officers and members of company
  • 343Company Liquidator to exercise certain powers subject to sanction
  • 344Statement that company is in liquidation
  • 345Books and papers of company to be evidence
  • 346Inspection of books and papers by creditors and contributories
  • 347Disposal of books and papers of company
  • 348Information as to pending liquidations
  • 349Official Liquidator to make payments into public account of India
  • 350Company Liquidator to deposit monies into scheduled bank
  • 351Liquidator not to deposit monies into private banking account
  • 352Company Liquidation Dividend and Undistributed Assets Account
  • 353Liquidator to make returns, etc
  • 354Meetings to ascertain wishes of creditors or contributories
  • 355Court, tribunal or person, etc., before whom affidavit may be sworn
  • 356Powers of Tribunal to declare dissolution of company void
  • 357Commencement of winding up by Tribunal
  • 358Exclusion of certain time in computing period of limitation
  • 359Appointment of Official Liquidator
  • 360Powers and functions of Official Liquidator
  • 361Summary procedure for liquidation
  • 362Sale of assets and recovery of debts due to company
  • 363Settlement of claims of creditors by Official Liquidator
  • 364Appeal by creditor
  • 365Order of dissolution of company
20

Winding Up

96 sections
  • 270Modes of winding up
  • 271Circumstances in which company may be wound up by Tribunal
  • Browse 94 more provisions
21Companies Authorised to Register Under This Act13 sections
Chapter 21 overview
  • 366Companies capable of being registered
  • 367Certificate of registration of existing companies
  • 368Vesting of property on registration
  • 369Saving of existing liabilities
  • 370Continuation of pending legal proceedings
  • 371Effect of registration under this Part
  • 372Power of Court to stay or restrain proceedings
  • 373Suits stayed on winding up order
  • 374Obligations of companies registering under this Part
  • 375Winding up of unregistered companies
  • 376Power to wind up foreign companies, although dissolved
  • 377Provisions of Chapter cumulative
  • 378Saving and construction of enactments conferring power to wind up partnership firm, association or company, etc., in certain cases
21

Companies Authorised to Register Under This Act

13 sections
  • 366Companies capable of being registered
  • 367Certificate of registration of existing companies
  • Browse 11 more provisions
21AProducer Companies47 sections
Chapter 21A overview
  • 378ADefinitions
  • 378BObjects of Producer Company
  • 378CFormation of Producer Company and its registration
  • 378DMembership and voting rights of Members of Producer Company
  • 378EBenefits to Members
  • 378FMemorandum of Producer Company
  • 378GArticles of association
  • 378HAmendment of memorandum
  • 378IAmendment of articles
  • 378JOption to inter-State co-operative societies to become Producer Companies
  • 378KEffect of incorporation of Producer Company
  • 378LVesting of undertaking in Producer Company
  • 378MConcession, etc., to be deemed to have been granted to Producer Company
  • 378NProvisions in respect of officers and other employees of inter-State co-operative society
  • 378ONumber of directors
  • 378PAppointment of directors
  • 378QVacation of office by directors
  • 378RPowers and functions of Board
  • 378SMatters to be transacted at general meeting
  • 378TLiability of directors
  • 378UCommittee of directors
  • 378VMeetings of Board and quorum
  • 378WChief Executive and his functions
  • 378XSecretary of Producer Company
  • 378YQuorum
  • 378ZVoting rights
  • 378ZAAnnual general meetings
  • 378ZBShare capital
  • 378ZCSpecial user rights
  • 378ZDTransferability of shares and attendant rights
  • 378ZEBooks of account
  • 378ZFInternal Audit
  • 378ZGDuties of auditor under this Chapter
  • 378ZHDonation or subscription by Producer Company
  • 378ZIGeneral and other reserves
  • 378ZJIssue of bonus shares
  • 378ZKLoan, etc., to Members
  • 378ZLInvestment in other companies, formation of subsidiaries, etc
  • 378ZMPenalty for contravention
  • 378ZNAmalgamation, merger or division, etc., to form new Producer Companies
  • 378ZODisputes
  • 378ZPStrike off name of Producer Company
  • 378ZQProvisions of this Chapter to override other laws
  • 378ZRApplication of provisions relating to private companies
  • 378ZSRe-conversion of Producer Company to inter-State co-operative society
  • 378ZTPower to modify Act in its application to Producer Companies
  • 378ZUPower to make rules
21A

Producer Companies

47 sections
  • 378ADefinitions
  • 378BObjects of Producer Company
  • Browse 45 more provisions
22Companies Incorporated Outside India15 sections
Chapter 22 overview
  • 379Application of Act to foreign companies
  • 380Documents, etc., to be delivered to Registrar by foreign companies
  • 381Accounts of foreign company
  • 382Display of name, etc., of foreign company
  • 383Service on foreign company
  • 384Debentures, annual return, registration of charges, books of account and their inspection
  • 385Fee for registration of documents
  • 386Interpretation
  • 387Dating of prospectus and particulars to be contained therein
  • 388Provisions as to expert’s consent and allotment
  • 389Registration of prospectus
  • 390Offer of Indian Depository Receipts
  • 391Application of sections 34 to 36 and Chapter XX
  • 392Punishment for contravention
  • 393Company's failure to comply with provisions of this Chapter not to affect validity of contracts, etc
22

Companies Incorporated Outside India

15 sections
  • 379Application of Act to foreign companies
  • 380Documents, etc., to be delivered to Registrar by foreign companies
  • Browse 13 more provisions
23Government Companies2 sections
Chapter 23 overview
  • 394Annual reports on Government companies
  • 395Annual reports where one or more State Governments are members of companies
23

Government Companies

2 sections
  • 394Annual reports on Government companies
  • 395Annual reports where one or more State Governments are members of companies
24Registration Offices and Fees9 sections
Chapter 24 overview
  • 396Registration offices
  • 397Admissibility of certain documents as evidence
  • 398Provisions relating to filing of applications, documents, inspection, etc., in electronic form
  • 399Inspection, production and evidence of documents kept by Registrar
  • 400Electronic form to be exclusive, alternative or in addition to physical form
  • 401Provision of value added services through electronic form
  • 402Application of provisions of Information Technology Act, 2000
  • 403Fee for filing, etc
  • 404Fees, etc., to be credited into public account
24

Registration Offices and Fees

9 sections
  • 396Registration offices
  • 397Admissibility of certain documents as evidence
  • Browse 7 more provisions
25Companies to Furnish Information Or Statistics1 section
Chapter 25 overview
  • 405Power of Central Government to direct companies to furnish information or statistics
25

Companies to Furnish Information Or Statistics

1 section
  • 405Power of Central Government to direct companies to furnish information or statistics
26Nidhis1 section
Chapter 26 overview
  • 406Power to modify Act in its application to Nidhis
26

Nidhis

1 section
  • 406Power to modify Act in its application to Nidhis
27National Company Law Tribunal and Appellate Tribunal28 sections
Chapter 27 overview
  • 407Definitions
  • 408Constitution of National Company Law Tribunal
  • 409Qualification of President and Members of Tribunal
  • 410Constitution of Appellate Tribunal
  • 411Qualifications of chairperson and Members of Appellate Tribunal
  • 412Selection of Members of Tribunal and Appellate Tribunal
  • 413Term of office of President, chairperson and other Members
  • 414Salary, allowances and other terms and conditions of service of Members
  • 415Acting President and Chairperson of Tribunal or Appellate Tribunal
  • 416Resignation of Members
  • 417Removal of Members
  • 418Staff of Tribunal and Appellate Tribunal
  • 419Benches of Tribunal
  • 420Orders of Tribunal
  • 421Appeal from orders of Tribunal
  • 422Expeditious disposal by Tribunal and Appellate Tribunal
  • 423Appeal to Supreme Court
  • 424Procedure before Tribunal and Appellate Tribunal
  • 425Power to punish for contempt
  • 426Delegation of powers
  • 427President, Members, officers, etc., to be public servants
  • 428Protection of action taken in good faith
  • 429Power to seek assistance of Chief Metropolitan Magistrate, etc
  • 430Civil court not to have jurisdiction
  • 431Vacancy in Tribunal or Appellate Tribunal not to invalidate acts or proceedings
  • 432Right to legal representation
  • 433Limitation
  • 434Transfer of certain pending proceedings
27

National Company Law Tribunal and Appellate Tribunal

28 sections
  • 407Definitions
  • 408Constitution of National Company Law Tribunal
  • Browse 26 more provisions
28Special Courts12 sections
Chapter 28 overview
  • 435Establishment of Special Courts
  • 436Offences triable by Special Courts
  • 437Appeal and revision
  • 438Application of Code to proceedings before Special Court
  • 439Offences to be non-cognizable
  • 440Transitional provisions
  • 441Compounding of certain offences
  • 442Mediation and Conciliation Panel
  • 443Power of Central Government to appoint company prosecutors
  • 444Appeal against acquittal
  • 445Compensation for accusation without reasonable cause
  • 446Application of fines
28

Special Courts

12 sections
  • 435Establishment of Special Courts
  • 436Offences triable by Special Courts
  • Browse 10 more provisions
29Miscellaneous24 sections
Chapter 29 overview
  • 447Punishment for fraud
  • 448Punishment for false statement
  • 449Punishment for false evidence
  • 450Punishment where no specific penalty or punishment is provided
  • 451Punishment in case of repeated default
  • 452Punishment for wrongful withholding of property
  • 453Punishment for improper use of “Limited” or “Private Limited”
  • 454Adjudication of penalties
  • 455Dormant company
  • 456Protection of action taken in good faith
  • 457Nondisclosure of information in certain cases
  • 458Delegation by Central Governemnt of its powers and functions
  • 459Powers of Central Government or Tribunal to accord approval, etc., subject to conditions and to prescribe fees on applications
  • 460Condonation of delay in certain cases
  • 461Annual report by Central Government
  • 462Power to exempt class or classes of companies from provisions of this Act
  • 463Power of court to grant relief in certain cases
  • 464Prohibition of association or partnership of persons exceeding certain number
  • 465Repeal of certain enactments and savings
  • 466Dissolution of Company Law Board and consequential provisions
  • 467Power of Central Government to amend Schedules
  • 468Powers of Central Government to make rules relating to winding up
  • 469Power of Central Government to make rules
  • 470Power to remove difficulties
29

Miscellaneous

24 sections
  • 447Punishment for fraud
  • 448Punishment for false statement
  • Browse 22 more provisions