Company Law

2013-18

• §1 — Short title, extent, commencement and application.
• §10 — Effect of memorandum and articles.
• §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.
• §10A — Commencement of business, etc.
• §11 — [Commencement of business, etc.] Omitted by the Companies (Amendment) Act, 2015 (21 of 2015), s. 4 (w.e.f. 29-5-2015).
• §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.
• §12 — Registered office of company.
• §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.
• §13 — Alteration of memorandum.
• §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.
• §14 — Alteration of articles.
• §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.
• §15 — Alteration of memorandum or articles to be noted in every copy.
• §150 — Manner of selection of independent directors and maintenance of databank 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.
• §16 — Rectification of name of company.
• §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.
• §17 — Copies of memorandum, articles, etc., to be given to members.
• §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.
• §18 — Conversion of companies already registered.
• §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 — Loans 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.
• §19 — Subsidiary company not to hold shares in its holding company.
• §190 — Contract of employment with managing or whole-time director.
• §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.] Omitted by the Companies (Amendment) Act, 2017 (1 of 2018), s. 64 (w.e.f. 9-2-2018).
• §195 — [Prohibition on insider trading of securities.] Omitted by s. 65, ibid. (w.e.f. 9-2-2018). CHAPTER XIII APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL
• §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 — 5[(9) If any director draws or receives, directly or indirectly, by way of remuneration any such sums in excess of the limit prescribed by this section or without approval required under this section, he shall refund such sums to the company, within two years or such lesser period as may be allowed by the company, and until such sum is refunded, hold it in trust for the company.] 1. The proviso ins. by Act 1 of 2018, s. 67 (w.e.f. 12-9-2018). 2. Ins. by Act 29 of 2020, s. 40 (w.e.f. 18-3-2021). (10) The company shall not waive the recovery of any sum refundable to it under sub-section (9) unless 1[approved by the company by special resolution within two years from the date the sum becomes refundable]. 2[Provided that where the company has defaulted in payment of dues to any bank or public financial institution or non-convertible debenture holders or any other secured creditor, the prior approval of the bank or public financial institution concerned or the non-convertible debenture holders or other secured creditor, as the case may be, shall be obtained by the company before obtaining approval of such waiver.] (11) In cases where Schedule V is applicable on grounds of no profits or inadequate profits, any provision relating to the remuneration of any director which purports to increase or has the effect of increasing the amount thereof, whether the provision be contained in the company’s memorandum or articles, or in an agreement entered into by it, or in any resolution passed by the company in general meeting or its Board, shall not have any effect unless such increase is in accordance with the conditions specified in that Schedule 3***. (12) Every listed company shall disclose in the Board’s report, the ratio of the remuneration of each director to the median employee’s remuneration and such other details as may be prescribed. (13) Where any insurance is taken by a company on behalf of its managing director, whole-time director, manager, Chief Executive Officer, Chief Financial Officer or Company Secretary for indemnifying any of them against any liability in respect of any negligence, default, misfeasance, breach of duty or breach of trust for which they may be guilty in relation to the company, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel: Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration. (14) Subject to the provisions of this section, any director who is in receipt of any commission from the company and who is a managing or whole-time director of the company shall not be disqualified from receiving any remuneration or commission from any holding company or subsidiary company of such company subject to its disclosure by the company in the Board’s report. 4[(15) If any person makes any default in complying with the provisions of this section, he shall be liable to a penalty of one lakh rupees and where any default has been made by a company, the company shall be liable to a penalty of five lakh rupees.] 5[(16) The auditor of the company shall, in his report under section 143, make a statement as to whether the remuneration paid by the company to its directors is in accordance with the provisions of this section, whether remuneration paid to any director is in excess of the limit laid down under this section and give such other details as may be prescribed. (17) On and from the commencement of the Companies (Amendment) Act, 2017, any application made to the Central Government under the provisions of this section [as it stood before such commencement], which is pending with that Government shall abate, and the company shall, within one year of such commencement, obtain the approval in accordance with the provisions of this section, as so amended.] 198. Calculation of profits.
• §199 — Recovery of remuneration in certain cases.
• §2 — Definitions.
• §20 — Service of documents.
• §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.
• §21 — Authentication of documents, proceedings and contracts.
• §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.
• §22 — Execution of bills of exchange, 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 advisors and bankers not to disclose certain information.
• §228 — Investigation, etc., of foreign companies.
• §229 — Penalty for furnishing false statement, mutilation, destruction of documents.
• §23 — Public offer and private placement.
• §230 — Power to compromise or make arrangements with creditors and members.
• §231 — Power of 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.
• §24 — Power of Securities and Exchange Board to regulate issue and transfer of securities, etc.
• §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.
• §25 — Document containing offer of securities for sale to be deemed prospectus.
• §250 — Effect of company notified as dissolved.
• §251 — Fraudulent application for removal of name.
• §252 — Appeal to Tribunal.
• §253 — [Determination of sickness.] Omitted by the Insolvency and Bankruptcy Code, 2016 (31 of 2016), s. 255 and the Eleventh Schedule (w.e.f. 15-11-2016).
• §254 — [Application for revival and rehabilitation.] Omitted by s. 255 and the Eleventh Schedule, ibid. (w.e.f. 15-11-2016).
• §255 — [Exclusion of certain time in computing period of limitation.] Omitted by s. 255 and the Eleventh Schedule, ibid. (w.e.f. 15-11-2016).
• §256 — [Appointment of interim administrator.]Omitted by s. 255 and the Eleventh Schedule, ibid. (w.e.f. 15-11-2016).
• §257 — [Committee of creditors.] Omitted by s. 255 and the Eleventh Schedule, ibid. (w.e.f. 15-11-2016).
• §258 — [Order of Tribunal.]Omitted by s. 255 and the Eleventh Schedule, ibid. (w.e.f. 15-11-2016).
• §259 — [Appointment of administrator.]Omitted by s. 255 and the Eleventh Schedule, ibid. (w.e.f. 15-11-2016).
• §26 — Matters to be stated in prospectus.
• §260 — [Powers and duties of company administrator.] Omitted by s. 255 and the Eleventh Schedule, ibid. (w.e.f. 15-11-2016).
• §261 — [Scheme of revival and rehabilitation.] Omitted by s. 255 and the Eleventh Schedule, ibid. (w.e.f. 15-11-2016).
• §262 — [Sanction of scheme.] Omitted by s. 255 and the Eleventh Schedule, ibid. (w.e.f. 15-11-2016).
• §263 — [Scheme to be binding.] Omitted by s. 255 and the Eleventh Schedule, ibid. (w.e.f. 15-11-2016).
• §264 — [Implementation of scheme.] Omitted by s. 255 and the Eleventh Schedule, ibid. (w.e.f. 15-11-2016).
• §265 — [Winding up of company on report of company administrator.] Omitted by s. 255 and the Eleventh Schedule, ibid.(w.e.f. 15-11-2016).
• §266 — [Power of Tribunal to assess damages against delinquent directors, etc.] Omitted by the Insolvency and Bankruptcy Code, 2016 (31 of 2016), s. 255 and the Eleventh Schedule (w.e.f. 15-11-2016).
• §267 — [Punishment for certain offences.] Omitted by s. 255 and the Eleventh Schedule, ibid. (w.e.f. 15-11-2016).
• §268 — [Bar of jurisdiction.] Omitted by s. 255 and the Eleventh Schedule, ibid.(w.e.f. 15-11-2016).
• §269 — [Rehabilitation and insolvency fund.] Omitted by s. 255 and the Eleventh Schedule, ibid. (w.e.f. 15-11-2016). CHAPTER XX WINDING UP 1[
• §27 — Variation in terms of contract or objects in prospectus.
• §270 — Winding up by Tribunal.
• §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.
• §28 — Offer of sale of shares by certain members of company.
• §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.] Omitted by the Insolvency and Bankruptcy Code, 2016 (31 of 2016), s. 255 and the Eleventh Schedule (w.e.f. 15-11-2016).
• §29 — Public offer of securities to be in dematerialised form.
• §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.
• §3 — Formation of company.
• §30 — Advertisement of prospectus.
• §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.] Omitted by s. 255 and the Eleventh Schedule, ibid.(w.e.f. 15-11-2016).
• §305 — [Declaration of solvency in case of proposal to wind up voluntarily.] Omitted by s. 255 and the Eleventh Schedule, ibid.(w.e.f. 15-11-2016).
• §306 — [Meeting of creditors.]Omitted by s. 255 and the Eleventh Schedule, ibid. (w.e.f. 15-11-2016).
• §307 — [Publication of resolution to wind up voluntarily.] Omitted by s. 255and the Eleventh Schedule, ibid.(w.e.f. 15-11-2016).
• §308 — [Commencement of voluntary winding up.] Omitted by s. 255 and the Eleventh Schedule, ibid. (w.e.f. 15-11-2016).
• §309 — [Effect of voluntary winding up.] Omitted by s. 255 and the Eleventh Schedule, ibid. (w.e.f. 15-11-2016).
• §31 — Shelf prospectus.
• §310 — [Appointment of Company Liquidator.] Omitted by s. 255 and the Eleventh Schedule, ibid. (w.e.f. 15-11-2016).
• §311 — [Power to remove and fill vacancy of Company Liquidator.] Omitted by s. 255 and the Eleventh Schedule, ibid.(w.e.f. 15-11-2016).
• §312 — [Notice of appointment of Company Liquidator to be given to Registrar.]Omitted by s. 255 and the Eleventh Schedule, ibid.(w.e.f. 15-11-2016).
• §313 — [Cesser of Board’s powers on appointment of Company Liquidator.]Omitted by s. 255 and the Eleventh Schedule, ibid.(w.e.f. 15-11-2016).
• §314 — [Powers and duties of Company Liquidator in voluntary winding up.]Omitted by s. 255 and the Eleventh Schedule, ibid.(w.e.f. 15-11-2016).
• §315 — [Appointment of committees.]Omitted by s. 255 and the Eleventh Schedule, ibid.(w.e.f. 15-11- 2016).
• §316 — [Company Liquidator to submit report on progress of winding up.] Omitted by the Insolvency and Bankruptcy Code, 2016 (31 of 2016), s. 255 and the Eleventh Schedule (w.e.f. 15-11-2016).
• §317 — [Report of Company Liquidator to Tribunal for examination of persons.] Omitted by s. 255 and the Eleventh Schedule, ibid.(w.e.f. 15-11-2016).
• §318 — [Final meeting and dissolution of company.] Omitted by s. 255 and the Eleventh Schedule, ibid.(w.e.f. 15-11-2016).
• §319 — [Power of Company Liquidator to accept shares, etc., as consideration for sale of property of company.] Omitted by s. 255 and the Eleventh Schedule, ibid.(w.e.f. 15-11-2016).
• §32 — Red herring prospectus.
• §320 — [Distribution of property of company.] Omitted by s. 255 and the Eleventh Schedule, ibid. (w.e.f. 15-11-2016).
• §321 — [Arrangement when binding on company and creditors.] Omitted by the Insolvency and Bankruptcy Code, 2016 (31 of 2016), s. 255 and the Eleventh Schedule (w.e.f. 15-11-2016).
• §322 — [Power to apply to Tribunal to have questions determined, etc.] Omitted by s. 255 and the Eleventh Schedule, ibid.(w.e.f. 15-11-2016).
• §323 — [Costs of voluntary winding up.]Omitted by s. 255 and the Eleventh Schedule, ibid. (w.e.f. 15-11-2016). PART III.
• §324 — Debts of all descriptions to be admitted to proof.
• §325 — [Application of insolvency rules in winding up of insolvent companies.] Omitted by the Insolvency and Bankruptcy Code, 2016 (31 of 2016) s. 255 and the Eleventh Schedule (w.e.f. 15-11-2016). 1[
• §326 — Overriding preferential payments.
• §327 — Preferential payments.
• §328 — Fraudulent preference.
• §329 — Transfers not in good faith to be void.
• §33 — Issue of application forms for securities.
• §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.
• §34 — Criminal liability for mis-statements in prospectus.
• §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.
• §35 — Civil liability for mis-statements in prospectus.
• §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 — Powers 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.
• §36 — Punishment for fraudulently inducing persons to invest money.
• §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.
• §37 — Action by affected persons.
• §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.
• §378H — Amendment of memorandum.
• §378J — Option to inter-State co-operative societies to become Producer Companies.
• §378K — Effect of incorporation of 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.
• §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.
• §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.
• §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.
• §378ZP — Strike off name of Producer Company.
• §378ZQ — Provisions of this Chapter to override other laws.
• §378ZR — Application of provisions relating to private companies.
• §378ZT — Power to modify Act in its application to Producer Companies.
• §378ZU — Power to make rules.
• §379 — Application of Act to foreign companies.
• §38 — Punishment for personation for acquisition, etc., of securities.
• §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.
• §39 — Allotment of securities by company.
• §390 — Offer of Indian 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 of 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.
• §3A — Members severally liable in certain cases.
• §4 — Memorandum.
• §40 — Securities to be dealt with in stock exchanges.
• §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.
• §41 — Global depository receipt.
• §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.
• §419 — Benches of Tribunal.
• §42 — Issue of shares on private placement basis.
• §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.
• §43 — Kinds of share capital.
• §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.
• §44 — Nature of shares or debentures.
• §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 certain companies.
• §447 — Punishment for fraud.
• §448 — Punishment for false statement.
• §449 — Punishment for false evidence.
• §45 — Numbering of shares.
• §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 — Powers of Central Government of Tribunal to accord approval, etc., subject to conditions and to prescribe fees on applications.
• §46 — Certificate of shares.
• §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 — Powers of Central Government to make rules relating to winding up.
• §469 — Power of Central Government to make rules.
• §47 — Voting rights.
• §470 — Power to remove difficulties.
• §48 — Variations of shareholders’ rights.
• §49 — Calls on shares of same class to be made on uniform basis.
• §5 — Articles.
• §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 — Issue 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.
• §6 — Act to override memorandum, articles, etc.
• §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 — Restriction 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.
• §7 — Incorporation of company.
• §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.
• §8 — Formation of companies with charitable objects, etc.
• §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.
• §9 — Effect of registration.
• §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 — [Return to be filed with Registrar in case promoter’s stake changes.] Omitted by the Companies Act, 2017 (1 of 2018), s. 24 (w.e.f. 13-6-2018).
• §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.