Companies Act
Act No. 18 of 2013
The Companies Act, 2013
The Companies Act, 2013 as amended, with the Rules made under each Chapter linked from the sections that enable them.
593 recorded amendments See what changed and when
470
Sections
29
Chapters
43
Rule sets
470
sections
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Opening text
Preamble
An Act to consolidate and amend the law relating to companies. BE it enacted by Parliament in the Sixty-fourth Year of the Republic of India as follows:--
Chapter I
2 sections
Preliminary
S. 2 Definitions
Chapter II
22 sections
Incorporation of Company and Matters Incidental Thereto
Rules under this Chapter
Incorporation Rules
S. 3 Formation of company
Rules under this section
Incorporation Rules
S. 3A Members severally liable in certain cases
S. 4 Memorandum of association
Rules under this section
Incorporation Rules
S. 5 Articles of association
Rules under this section
Incorporation Rules
S. 6 Act to override memorandum, articles, etc
Rules under this section
Incorporation Rules
S. 7 Incorporation of company
Rules under this section
Incorporation Rules
S. 8 Formation of companies with charitable objects, etc
Rules under this section
Incorporation Rules
S. 9 Effect of registration
S. 10 Effect of memorandum and articles
S. 10A Commencement of business, etc.
S. 11 Commencement of business, etc. (omitted)
Rules under this section
Incorporation Rules
S. 12 Registered office of company
Rules under this section
Incorporation Rules
S. 13 Alteration of memorandum
Rules under this section
Incorporation Rules
S. 14 Alteration of articles
Rules under this section
Incorporation Rules
S. 15 Alteration of memorandum or articles to be noted in every copy
S. 16 Rectification of name of company
S. 17 Copies of memorandum, articles,etc., to be given to members
Rules under this section
Incorporation Rules
S. 18 Conversion of companies already registered
S. 19 Subsidiary company not to hold shares in its holding company
S. 20 Service of documents
Rules under this section
Incorporation Rules
S. 21 Authentication of documents, proceedings and contracts
S. 22 Execution of bills of exchange, etc
Chapter III
20 sections
Prospectus and Allotment of Securities
Rules under this Chapter
Prospectus and Allotment Rules
Listing of Equity Shares in Permissible Jurisdictions Rules
GDR Rules
S. 23 Public offer and private placement
Rules under this section
Listing of Equity Shares in Permissible Jurisdictions Rules
S. 24 Power of Securities and Exchange Board to regulate issue and transfer of securities, etc
S. 25 Document containing offer of securities for sale to be deemed prospectus
S. 26 Matters to be stated in prospectus
Rules under this section
Prospectus and Allotment Rules
S. 27 Variation in terms of contract or objects in prospectus
Rules under this section
Prospectus and Allotment Rules
S. 28 Offer of sale of shares by certain members of company
Rules under this section
Prospectus and Allotment Rules
S. 29 Public offer of securities to be in dematerialised form
Rules under this section
Prospectus and Allotment Rules
S. 30 Advertisement of prospectus
S. 31 Shelf prospectus
Rules under this section
Prospectus and Allotment Rules
S. 32 Red herring prospectus
S. 33 Issue of application forms for securities
S. 34 Criminal liability for misstatements in prospectus
S. 35 Civil liability for misstatements in prospectus
S. 36 Punishment for fraudulently inducing persons to invest money
S. 37 Action by affected persons
S. 38 Punishment for personation for acquisition, etc., of securities
S. 39 Allotment of securities by company
Rules under this section
Prospectus and Allotment Rules
S. 40 Securities to be dealt with in stock exchanges
Rules under this section
Prospectus and Allotment Rules
S. 41 Global depository receipt
Rules under this section
GDR Rules
PART II.—Private placement
S. 42 Issue of shares on private placement basis
Chapter IV
30 sections
Share Capital and Debentures
S. 43 Kinds of share capital
Rules under this section
Share Capital Rules
S. 44 Nature of shares or debentures
S. 45 Numbering of shares
S. 46 Certificate of shares
S. 47 Voting rights
S. 48 Variation of shareholders’ rights
S. 49 Calls on shares of same class to be made on uniform basis
S. 50 Company to accept unpaid share capital, although not called up
S. 51 Payment of dividend in proportion to amount paid-up
S. 52 Application of premiums received on issue of shares
S. 53 Prohibition on issue of shares at discount
S. 54 Issue of sweat equity shares
Rules under this section
Share Capital Rules
S. 55 Issue and redemption of preference shares
Rules under this section
Share Capital Rules
S. 56 Transfer and transmission of securities
Rules under this section
Share Capital Rules
S. 57 Punishment for personation of shareholder
S. 58 Refusal of registration and appeal against refusal
S. 59 Rectification of register of members
S. 60 Publication of authorised, subscribed and paid-up capital
S. 61 Power of limited company to alter its share capital
S. 62 Further issue of share capital
Rules under this section
Share Capital Rules
S. 63 Issue of bonus shares
Rules under this section
Share Capital Rules
S. 64 Notice to be given to Registrar for alteration of share capital
Rules under this section
Share Capital Rules
S. 65 Unlimited company to provide for reserve share capital on conversion into limited company
S. 66 Reduction of share capital
Rules under this section
NCLT Capital Reduction Rules
S. 67 Restriction on purchase by company or giving of loans by it for purchase of its shares
Rules under this section
Share Capital Rules
S. 68 Power of company to purchase its own securities
Rules under this section
Share Capital Rules
S. 69 Transfer of certain sums to capital redemption reserve account
S. 70 Prohibition for buy-back in certain circumstances
S. 71 Debentures
Rules under this section
Share Capital Rules
S. 72 Power to nominate
Rules under this section
Share Capital Rules
Chapter V
5 sections
Acceptance of Deposits by Companies
Rules under this Chapter
Deposits Rules
S. 73 Prohibition on acceptance of deposits from public
Rules under this section
Deposits Rules
S. 74 Repayment of deposits, etc., accepted before commencement of this Act
S. 75 Damages for fraud
S. 76 Acceptance of deposits from public by certain companies
Rules under this section
Deposits Rules
S. 76A Punishment for contravention of section 73 or section 76
Chapter VI
11 sections
Registration of Charges
Rules under this Chapter
Charges Rules
S. 77 Duty to register charges, etc
Rules under this section
Charges Rules
S. 78 Application for registration of charge
Rules under this section
Charges Rules
S. 79 Section 77 to apply in certain matters
Rules under this section
Charges Rules
S. 80 Date of notice of charge
S. 81 Register of charges to be kept by Registrar
Rules under this section
Charges Rules
S. 82 Company to report satisfaction of charge
Rules under this section
Charges Rules
S. 83 Power of Registrar to make entries of satisfaction and release in absence of intimation from company
Rules under this section
Charges Rules
S. 84 Intimation of appointment of receiver or manager
Rules under this section
Charges Rules
S. 85 Company’s register of charges
Rules under this section
Charges Rules
S. 86 Punishment for contravention
S. 87 Rectification by Central Government in register of charges
Rules under this section
Charges Rules
Chapter VII
35 sections
Management and Administration
S. 88 Register of members, etc
Rules under this section
Management and Administration Rules
S. 89 Declaration in respect of beneficial interest in any share
Rules under this section
Management and Administration Rules
S. 90 Register of significant beneficial owners in a company
Rules under this section
Significant Beneficial Owners Rules
S. 91 Power to close register of members or debenture-holders or other security holders
Rules under this section
Management and Administration Rules
S. 92 Annual Return
Rules under this section
Management and Administration Rules
S. 93 Return to be filed with Registrar in case promoter's stake changes (omitted)
Rules under this section
Management and Administration Rules
S. 94 Place of keeping and inspection of registers, returns, etc
Rules under this section
Management and Administration Rules
S. 95 Registers, etc., to be evidence
S. 96 Annual General Meeting (AGM)
S. 97 Power of Tribunal to call annual general meeting
S. 98 Power of Tribunal to call meetings of members, etc
S. 99 Punishment for default in complying with provisions of sections 96 to 98
S. 100 Calling of Extraordinary General Meeting (EGM)
Rules under this section
Management and Administration Rules
S. 101 Notice of meeting
Rules under this section
Management and Administration Rules
S. 102 Statement to be annexed to notice
Rules under this section
Management and Administration Rules
S. 103 Quorum for meetings
S. 104 Chairman of meetings
S. 105 Proxies
Rules under this section
Management and Administration Rules
S. 106 Restriction on voting rights
S. 107 Voting by show of hands
S. 108 Voting through electronic means (e-voting)
Rules under this section
Management and Administration Rules
S. 109 Demand for poll
Rules under this section
Management and Administration Rules
S. 110 Postal ballot
Rules under this section
Management and Administration Rules
S. 111 Circulation of members’ resolution
S. 112 Representation of President and Governors in meetings
Rules under this section
Management and Administration Rules
S. 113 Representation of corporations at meeting of companies and of creditors
Rules under this section
Management and Administration Rules
S. 114 Ordinary and Special Resolutions
Rules under this section
Management and Administration Rules
S. 115 Resolutions requiring special notice
Rules under this section
Management and Administration Rules
S. 116 Resolutions passed at adjourned meeting
S. 117 Resolutions and agreements to be filed with Registrar
Rules under this section
Management and Administration Rules
S. 118 Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot
Rules under this section
Management and Administration Rules
S. 119 Inspection of minute-books of general meeting
Rules under this section
Management and Administration Rules
S. 120 Maintenance and inspection of documents in electronic form
Rules under this section
Management and Administration Rules
S. 121 Report on annual general meeting
Rules under this section
Management and Administration Rules
S. 122 Applicability of this Chapter to One Person Company
Chapter VIII
5 sections
Declaration and Payment of Dividend
S. 123 Declaration of dividend
Rules under this section
Dividend Rules
S. 124 Unpaid Dividend Account
S. 125 Investor Education and Protection Fund (IEPF)
Rules under this section
IEPF Transfer and Refund Rules
S. 126 Right to dividend, rights shares and bonus shares to be held in abeyance pending registration of transfer of shares
S. 127 Punishment for failure to distribute dividends
Chapter IX
12 sections
Accounts of Companies
S. 128 Books of account, etc., to be kept by company
Rules under this section
Accounts Rules
S. 129 Financial Statement
Rules under this section
Accounts Rules
S. 129A Periodical financial results
S. 130 Re-opening of accounts on court’s or Tribunal’s orders
S. 131 Voluntary revision of financial statements or Board’s report
S. 132 Constitution of National Financial Reporting Authority
Rules under this section
NFRA Rules
S. 133 Central Government to prescribe accounting standards
S. 134 Financial statement, Board's report, etc
Rules under this section
Accounts Rules
S. 135 Corporate Social Responsibility (CSR)
S. 136 Right of member to copies of audited financial statement
Rules under this section
Accounts Rules
S. 137 Copy of financial statement to be filed with Registrar
Rules under this section
Accounts Rules
S. 138 Internal audit
Rules under this section
Accounts Rules
Chapter X
10 sections
Audit and Auditors
S. 139 Appointment of auditors
S. 140 Removal, resignation of auditor and giving of special notice
Rules under this section
Audit and Auditors Rules
S. 141 Eligibility, qualifications and disqualifications of auditors
Rules under this section
Audit and Auditors Rules
S. 142 Remuneration of auditors
S. 143 Powers and duties of auditors and auditing standards
Rules under this section
Audit and Auditors Rules
S. 144 Auditor not to render certain services
S. 145 Auditor to sign audit reports, etc
S. 146 Auditors to attend general meeting
S. 147 Punishment for contravention
S. 148 Central Government to specify audit of items of cost in respect of certain companies
Chapter XI
24 sections
Appointment and Qualifications of Directors
S. 149 Company to have Board of Directors
Rules under this section
Directors Rules
S. 150 Manner of selection of independent directors and maintenance of data bank of independent directors
S. 151 Appointment of director elected by small shareholders
Rules under this section
Directors Rules
S. 152 Appointment of directors
Rules under this section
Directors Rules
S. 153 Application for allotment of DIN
Rules under this section
Directors Rules
S. 154 Allotment of Director Identification Number
Rules under this section
Directors Rules
S. 155 Prohibition to obtain more than one Director Identification Number
S. 156 Director to intimate Director Identification Number
S. 157 Company to inform Director Identification Number to Registrar
Rules under this section
Directors Rules
S. 158 Obligation to indicate Director Identification Number
S. 159 Penalty for default of certain provisions
S. 160 Right of persons other than retiring directors to stand for directorship
Rules under this section
Directors Rules
S. 161 Appointment of additional director, alternate director and nominee director
S. 162 Appointment of directors to be voted individually
S. 163 Option to adopt principle of proportional representation for appointment of directors
S. 164 Disqualifications for appointment of director
Rules under this section
Directors Rules
S. 165 Number of directorships
S. 166 Duties of directors
S. 167 Vacation of office of director
S. 168 Resignation of director
Rules under this section
Directors Rules
S. 169 Removal of directors
S. 170 Register of directors and key managerial personnel and their shareholding
Rules under this section
Directors Rules
S. 171 Members’ right to inspect
S. 172 Penalty
Chapter XII
23 sections
Meetings of Board and its Powers
Rules under this Chapter
Board Meetings Rules
S. 173 Meetings of Board
Rules under this section
Board Meetings Rules
S. 174 Quorum for meetings of Board
S. 175 Passing of resolution by circulation
Rules under this section
Board Meetings Rules
S. 176 Defects in appointment of directors not to invalidate actions taken
S. 177 Audit Committee
Rules under this section
Board Meetings Rules
S. 178 Nomination and Remuneration Committee and Stakeholders Relationship Committee
Rules under this section
Board Meetings Rules
S. 179 Powers of Board
Rules under this section
Board Meetings Rules
S. 180 Restrictions on powers of Board
S. 181 Company to contribute to bona fideand charitable funds, etc
S. 182 Prohibitions and restrictions regarding political contributions
S. 183 Power of Board and other persons to make contributions to national defence fund, etc
S. 184 Disclosure of interest by director
Rules under this section
Board Meetings Rules
S. 185 Loans to directors, etc
Rules under this section
Board Meetings Rules
S. 186 Loan and investment by company
S. 187 Investments of company to be held in its own name
Rules under this section
Board Meetings Rules
S. 188 Related party transactions
Rules under this section
Board Meetings Rules
S. 189 Register of contracts or arrangements in which directors are interested
Rules under this section
Board Meetings Rules
S. 190 Contract of employment with managing or whole-time directors
S. 191 Payment to director for loss of office, etc., in connection with transfer of undertaking, property or shares
Rules under this section
Board Meetings Rules
S. 192 Restriction on non-cash transactions involving directors
S. 193 Contract by One Person Company
S. 194 [***]
S. 195 Prohibition on insider trading of securities (omitted)
Chapter XIII
10 sections
Appointment and Remuneration of Managerial Personnel
Rules under this Chapter
Managerial Personnel Rules
S. 196 Appointment of MD, WTD or Manager
Rules under this section
Managerial Personnel Rules
S. 197 Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits
Rules under this section
Managerial Personnel Rules
S. 198 Calculation of profits
Rules under this section
Managerial Personnel Rules
S. 199 Recovery of remuneration in certain cases
S. 200 Central Government or company to fix limit with regard to remuneration
Rules under this section
Managerial Personnel Rules
S. 201 Forms of, and procedure in relation to, certain applications
S. 202 Compensation for loss of office of managing or whole-time director or manager
S. 203 Appointment of Key Managerial Personnel (KMP)
Rules under this section
Managerial Personnel Rules
S. 204 Secretarial audit for bigger companies
Rules under this section
Managerial Personnel Rules
S. 205 Functions of company secretary
Rules under this section
Managerial Personnel Rules
Chapter XIV
24 sections
Inspection, Inquiry and Investigation
S. 206 Power to call for information, inspect books and conduct inquiries
S. 207 Conduct of inspection and inquiry
S. 208 Report on inspection made
S. 209 Search and seizure
S. 210 Investigation into affairs of company
Rules under this section
Inspection and Investigation Rules
S. 211 Establishment of Serious Fraud Investigation Office
Rules under this section
Inspection and Investigation Rules
S. 212 Investigation into affairs of Company by Serious Fraud Investigation Office
Rules under this section
SFIO Arrest Rules
S. 213 Investigation into company’s affairs in other cases
S. 214 Security for payment of costs and expenses of investigation
Rules under this section
Inspection and Investigation Rules
S. 215 Firm, body corporate or association not to be appointed as inspector
S. 216 Investigation of ownership of company
S. 217 Procedure, powers, etc., of inspectors
Rules under this section
Inspection and Investigation Rules
S. 218 Protection of employees during investigation
S. 219 Power of inspector to conduct investigation into affairs of related companies, etc
S. 220 Seizure of documents by inspector
S. 221 Freezing of assets of company on inquiry and investigation
S. 222 Imposition of restrictions upon securities
S. 223 Inspector’s report
S. 224 Actions to be taken in pursuance of inspector’s report
S. 225 Expenses of investigation
S. 226 Voluntary winding up of company, etc., not to stop investigation proceedings
S. 227 Legal advisers and bankers not to disclose certain information
S. 228 Investigation, etc., of foreign companies
S. 229 Penalty for furnishing false statement, mutilation, destruction of documents
Chapter XV
11 sections
Compromises, Arrangements and Amalgamations
Rules under this Chapter
Compromises and Amalgamations Rules
S. 230 Power to compromise or make arrangements with creditors and members
Rules under this section
Compromises and Amalgamations Rules
S. 231 Power of Tribunal to enforce compromise or arrangement
Rules under this section
Compromises and Amalgamations Rules
S. 232 Merger and amalgamation of companies
Rules under this section
Compromises and Amalgamations Rules
S. 233 Merger of certain companies (Fast-track merger)
Rules under this section
Compromises and Amalgamations Rules
S. 234 Merger or amalgamation of company with foreign company
S. 235 Power to acquire shares of shareholders dissenting from scheme or contract approved by majority
Rules under this section
Compromises and Amalgamations Rules
S. 236 Purchase of minority shareholding
Rules under this section
Compromises and Amalgamations Rules
S. 237 Power of Central Government to provide for amalgamation of companies in public interest
Rules under this section
Compromises and Amalgamations Rules
S. 238 Registration of offer of schemes involving transfer of shares
Rules under this section
Compromises and Amalgamations Rules
S. 239 Preservation of books and papers of amalgamated companies
Rules under this section
Compromises and Amalgamations Rules
S. 240 Liability of officers in respect of offences committed prior to merger, amalgamation, etc
Rules under this section
Compromises and Amalgamations Rules
Chapter XVI
6 sections
Prevention of Oppression and Mismanagement
S. 241 Application to Tribunal for relief in cases of oppression, etc
S. 242 Powers of Tribunal
S. 243 Consequence of termination or modification of certain agreements
S. 244 Right to apply under section 241
S. 245 Class action suits
S. 246 Application of certain provisions to proceedings under section 241 or section 245
Chapter XVII
1 sections
Registered Valuers
Rules under this Chapter
Registered Valuers Rules
S. 247 Valuation by registered valuers
Rules under this section
Registered Valuers Rules
Chapter XVIII
5 sections
Removal of Names of Companies from the Register of Companies
Rules under this Chapter
Strike Off Rules
S. 248 Power of Registrar to strike off company
Rules under this section
Strike Off Rules
S. 249 Restrictions on making application under section 248 in certain situations
S. 250 Effect of company notified as dissolved
S. 251 Fraudulent application for removal of name
S. 252 Appeal to Tribunal
Chapter XIX
17 sections
Revival and Rehabilitation of Sick Companies
S. 253 Determination of sickness [Omitted]
S. 254 Application for revival and rehabilitation [Omitted]
S. 255 Exclusion of certain time in computing period of limitation [Omitted]
S. 256 Appointment of interim administrator [Omitted]
S. 257 Committee of creditors [Omitted]
S. 258 Order of Tribunal [Omitted]
S. 259 Appointment of administrator [Omitted]
S. 260 Powers and duties of company administrator [Omitted]
S. 261 Scheme of revival and rehabilitation [Omitted]
S. 262 Sanction of scheme [Omitted]
S. 263 Scheme to be binding [Omitted]
S. 264 Implementation of scheme [Omitted]
S. 265 Winding up of company on report of company administrator [Omitted]
S. 266 Power of Tribunal to assess damages against delinquent directors, etc [Omitted]
S. 267 Punishment for certain offences [Omitted]
S. 268 Bar of jurisdiction [Omitted]
S. 269 Rehabilitation and insolvency fund [Omitted]
Chapter XX
96 sections
Winding Up
Rules under this Chapter
Winding Up Rules
S. 270 Winding up by Tribunal
PART I.—Winding up by the Tribunal
S. 271 Circumstances in which company may be wound up by Tribunal
S. 272 Petition for winding up
S. 273 Powers of Tribunal
S. 274 Directions for filing statement of affairs
S. 275 Company Liquidators and their appointments
S. 276 Removal and replacement of liquidator
S. 277 Intimation to Company Liquidator, provisional liquidator and Registrar
S. 278 Effect of winding up order
S. 279 Stay of suits, etc., on winding up order
S. 280 Jurisdiction of Tribunal
S. 281 Submission of report by Company Liquidator
S. 282 Directions of Tribunal on report of Company Liquidator
S. 283 Custody of company’s properties
S. 284 Promoters, directors, etc., to cooperate with Company Liquidator
S. 285 Settlement of list of contributories and application of assets
S. 286 Obligations of directors and managers
S. 287 Advisory committee
S. 288 Submission of periodical reports to Tribunal
S. 289 [ ***]
S. 290 Powers and duties of Company Liquidator
S. 291 Provision for professional assistance to Company Liquidator
S. 292 Exercise and control of Company Liquidator’s powers
S. 293 Books to be kept by Company Liquidator
S. 294 Audit of Company Liquidator’s accounts
S. 295 Payment of debts by contributory and extent of set-off
S. 296 Power of Tribunal to make calls
S. 297 Adjustment of rights of contributories
S. 298 Power to order costs
S. 299 Power to summon persons suspected of having property of company, etc
S. 300 Power to order examination of promoters, directors, etc
S. 301 Arrest of person trying to leave India or abscond
S. 302 Dissolution of company by Tribunal
S. 303 Appeals from orders made before commencement of Act
S. 304 Circumstances in which company may be wound up voluntarily [Omitted]
S. 305 Declaration of solvency in case of proposal to wind up voluntarily [Omitted]
S. 306 Meeting of creditors [Omitted]
S. 307 Publication of resolution to wind up voluntarily [Omitted]
S. 308 Commencement of voluntary winding up [Omitted]
S. 309 Effect of voluntary winding up [Omitted]
S. 310 Appointment of Company Liquidator [Omitted]
S. 311 Power to remove and fill vacancy of Company Liquidator [Omitted]
S. 312 Notice of appointment of Company Liquidator to be given to Registrar [Omitted]
S. 313 Cesser of Board’s powers on appointment of Company Liquidator [Omitted]
S. 314 Powers and duties of Company Liquidator in voluntary winding up [Omitted]
S. 315 Appointment of committees [Omitted]
S. 316 Company Liquidator to submit report on progress of winding up [Omitted]
S. 317 Report of Company Liquidator to Tribunal for examination of persons [Omitted]
S. 318 Final meeting and dissolution of company [Omitted]
S. 319 Power of Company Liquidator to accept shares, etc., as consideration for sale of property of company [Omitted]
S. 320 Distribution of property of company [Omitted]
S. 321 Arrangement when binding on company and creditors [Omitted]
S. 322 Power to apply to Tribunal to have questions determined, etc [Omitted]
S. 323 Costs of voluntary winding up [Omitted]
PART III.—Provisions applicable to every mode of winding up
S. 324 Debts of all descriptions to be admitted to proof
S. 325 [***]
S. 326 Overriding preferential payments
S. 327 Preferential payments
S. 328 Fraudulent preference
S. 329 Transfers not in good faith to be void
S. 330 Certain transfers to be void
S. 331 Liabilities and rights of certain persons fraudulently preferred
S. 332 Effect of floating charge
S. 333 Disclaimer of onerous property
S. 334 Transfers, etc., after commencement of winding up to be void
S. 335 Certain attachments, executions, etc., in winding up by Tribunal to be void
S. 336 Offences by officers of companies in liquidation
S. 337 Penalty for frauds by officers
S. 338 Liability where proper accounts not kept
S. 339 Liability for fraudulent conduct of business
S. 340 Power of Tribunal to assess damages against delinquent directors, etc
S. 341 Liability under sections 339 and 340 to extend to partners or directors in firms or companies
S. 342 Prosecution of delinquent officers and members of company
S. 343 Company Liquidator to exercise certain powers subject to sanction
S. 344 Statement that company is in liquidation
S. 345 Books and papers of company to be evidence
S. 346 Inspection of books and papers by creditors and contributories
S. 347 Disposal of books and papers of company
S. 348 Information as to pending liquidations
S. 349 Official Liquidator to make payments into public account of India
S. 350 Company Liquidator to deposit monies into scheduled bank
S. 351 Liquidator not to deposit monies into private banking account
S. 352 Company Liquidation Dividend and Undistributed Assets Account
S. 353 Liquidator to make returns, etc
S. 354 Meetings to ascertain wishes of creditors or contributories
S. 355 Court, tribunal or person, etc., before whom affidavit may be sworn
S. 356 Powers of Tribunal to declare dissolution of company void
S. 357 Commencement of winding up by Tribunal
S. 358 Exclusion of certain time in computing period of limitation
PART IV.—Official Liquidators
S. 359 Appointment of Official Liquidator
S. 360 Powers and functions of Official Liquidator
S. 361 Summary procedure for liquidation
S. 362 Sale of assets and recovery of debts due to company
S. 363 Settlement of claims of creditors by Official Liquidator
S. 364 Appeal by creditor
S. 365 Order of dissolution of company
Chapter XXI-I
9 sections
Companies Authorised to Register Under this Act
Rules under this Chapter
Authorised to Register Rules
S. 366 Companies capable of being registered
Rules under this section
Authorised to Register Rules
S. 367 Certificate of registration of existing companies
Rules under this section
Authorised to Register Rules
S. 368 Vesting of property on registration
S. 369 Saving of existing liabilities
S. 370 Continuation of pending legal proceedings
S. 371 Effect of registration under this Part
S. 372 Power of Court to stay or restrain proceedings
S. 373 Suits stayed on winding up order
S. 374 Obligations of companies registering under this Part
Rules under this section
Authorised to Register Rules
Chapter XXI-II
4 sections
Winding Up of Unregistered Companies
Rules under this Chapter
Authorised to Register Rules
PART II.—Winding up of unregistered companies
S. 375 Winding up of unregistered companies
S. 376 Power to wind up foreign companies, although dissolved
S. 377 Provisions of Chapter cumulative
S. 378 Saving and construction of enactments conferring power to wind up partnership firm, association or company, etc., in certain cases
Chapter XXIA
47 sections
Producer Companies
Rules under this Chapter
Producer Companies Rules
S. 378A Definitions
S. 378B Objects of Producer Company
S. 378C Formation of Producer Company and its registration
S. 378D Membership and voting rights of Members of Producer Company
S. 378E Benefits to Members
S. 378F Memorandum of Producer Company
S. 378G Articles of association
S. 378H Amendment of memorandum
Rules under this section
Producer Companies Rules
378-I Amendment of articles
S. 378J Option to inter-State co-operative societies to become Producer Companies
S. 378K Effect of incorporation of Producer Company
S. 378L Vesting of undertaking in Producer Company
S. 378M Concession etc., to be deemed to have been granted to Producer Company
S. 378N Provisions in respect of officers and other employees of inter-State co-operative society
378-O Number of directors
S. 378P Appointment of directors
S. 378Q Vacation of office by directors
S. 378R Powers and functions of Board
S. 378S Matters to be transacted at general meeting
S. 378T Liability of directors
S. 378U Committee of directors
S. 378V Meetings of Board and quorum
S. 378W Chief Executive and his functions
S. 378X Secretary of Producer Company
S. 378Y Quorum
S. 378Z Voting rights
378ZA Annual general meetings
378ZB Share capital
378ZC Special user rights
378ZD Transferability of shares and attendant rights
378ZE Books of account
378ZF Internal audit
378ZG Duties of auditor under this Chapter
378ZH Donation or subscription by Producer Company
378Z-I General and other reserves
378ZJ Issue of bonus Shares
378ZK Loan, etc., to Members
378ZL Investment in other companies, formation of subsidiaries etc
Rules under this section
Producer Companies Rules
378ZM Penalty for contravention
378ZN Amalgamation merger or division, etc. to form new Producer Companies
378Z-O Disputes
378ZP Strike off name of Producer Company
378ZQ Provisions of this Chapter to override other laws
378ZR Application of provisions relating to private companies
378ZS Re-conversion of Producer Company to inter-State co-operative society
378ZT Power to modify Act in its application to Producer Companies
378ZU Power to make rules
Chapter XXII
15 sections
Companies Incorporated Outside India
Rules under this Chapter
Foreign Companies Rules
S. 379 Application of Act to foreign companies
S. 380 Documents, etc., to be delivered to Registrar by foreign companies
Rules under this section
Foreign Companies Rules
S. 381 Accounts of foreign company
Rules under this section
Foreign Companies Rules
S. 382 Display of name, etc., of foreign company
S. 383 Service on foreign company
S. 384 Debentures, annual return, registration of charges, books of account and their inspection
S. 385 Fee for registration of documents
Rules under this section
Foreign Companies Rules
S. 386 Interpretation
Rules under this section
Foreign Companies Rules
S. 387 Dating of prospectus and particulars to be contained therein
S. 388 Provisions as to expert’s consent and allotment
S. 389 Registration of prospectus
Rules under this section
Foreign Companies Rules
S. 390 Offer of Indian Depository Receipts
Rules under this section
Foreign Companies Rules
S. 391 Application of sections 34 to 36 and Chapter XX
S. 392 Punishment for contravention
S. 393 Company’s failure to comply with provisions of this Chapter not to affect validity of contracts, etc
Chapter XXIII
2 sections
Government Companies
S. 394 Annual reports on Government companies
S. 395 Annual reports where one or more State Governments are members of companies
Chapter XXIV
9 sections
Registration Offices and Fees
S. 396 Registration offices
Rules under this section
Registration Offices and Fees Rules
S. 397 Admissibility of certain documents as evidence
S. 398 Provisions relating to filing of applications, documents, inspection, etc., in electronic form
S. 399 Inspection, production and evidence of documents kept by Registrar
Rules under this section
Registration Offices and Fees Rules
S. 400 Electronic form to be exclusive, alternative or in addition to physical form
S. 401 Provision of value added services through electronic form
S. 402 Application of provisions of Information Technology Act, 2000
S. 403 Fee for filing, etc
Rules under this section
Registration Offices and Fees Rules
S. 404 Fees, etc., to be credited into public account
Rules under this section
Registration Offices and Fees Rules
Chapter XXV
1 sections
Companies to Furnish Information or Statistics
S. 405 Power of Central Government to direct companies to furnish information or statistics
Chapter XXVI
1 sections
Nidhis
Rules under this Chapter
Nidhi Rules
S. 406 Provision relating to Nidhis and its application etc
Rules under this section
Nidhi Rules
Chapter XXVII
29 sections
National Company Law Tribunal and Appellate Tribunal
S. 407 Definitions
S. 408 Constitution of National Company Law Tribunal
S. 409 Qualification of President and Members of Tribunal
S. 410 Constitution of Appellate Tribunal
S. 411 Qualifications of chairperson and Members of Appellate Tribunal
S. 412 Selection of Members of Tribunal and Appellate Tribunal
S. 413 Term of office of President, chairperson and other Members
S. 414 Salary, allowances and other terms and conditions of service of Members
S. 415 Acting President and Chairperson of Tribunal or Appellate Tribunal
S. 416 Resignation of Members
S. 417 Removal of Members
S. 417A Qualifications, terms and conditions of service of Chairperson and Member
S. 418 Staff of Tribunal and Appellate Tribunal
S. 419 Benches of Tribunal
S. 420 Orders of Tribunal
S. 421 Appeal from orders of Tribunal
S. 422 Expeditious disposal by Tribunal and Appellate Tribunal
S. 423 Appeal to Supreme Court
S. 424 Procedure before Tribunal and Appellate Tribunal
S. 425 Power to punish for contempt
S. 426 Delegation of powers
S. 427 President, Members, officers, etc., to be public servants
S. 428 Protection of action taken in good faith
S. 429 Power to seek assistance of Chief Metropolitan Magistrate, etc
S. 430 Civil court not to have jurisdiction
S. 431 Vacancy in Tribunal or Appellate Tribunal not to invalidate acts or proceedings
S. 432 Right to legal representation
S. 433 Limitation
S. 434 Transfer of certain pending proceedings
Rules under this section
Transfer of Pending Proceedings Rules
Chapter XXVIII
14 sections
Special Courts
Rules under this Chapter
Mediation and Conciliation Rules
S. 435 Establishment of Special Courts
S. 436 Offences triable by Special Courts
S. 437 Appeal and revision
S. 438 Application of Code to proceedings before Special Court
S. 439 Offences to be noncognizable
S. 440 Transitional provisions
S. 441 Compounding of certain offences
S. 442 Mediation and Conciliation Panel
Rules under this section
Mediation and Conciliation Rules
S. 443 Power of Central Government to appoint company prosecutors
S. 444 Appeal against acquittal
S. 445 Compensation for accusation without reasonable cause
S. 446 Application of fines
S. 446A Factors for determining level of punishment
S. 446B Lesser penalties for certain companies
Chapter XXIX
25 sections
Miscellaneous
S. 447 Punishment for fraud
S. 448 Punishment for false statement
S. 449 Punishment for false evidence
S. 450 Punishment where no specific penalty or punishment is provided
Rules under this section
Restriction on Layers Rules
S. 451 Punishment in case of repeated default
S. 452 Punishment for wrongful withholding of property
S. 453 Punishment for improper use of “Limited” or “Private Limited”
S. 454 Adjudication of penalties
Rules under this section
Adjudication of Penalties Rules
S. 454A Penalty for repeated default
S. 455 Dormant company
Rules under this section
Miscellaneous Rules
S. 456 Protection of action taken in good faith
S. 457 Nondisclosure of information in certain cases
S. 458 Delegation by Central Government of its powers and functions
Rules under this section
Registered Valuers Rules
S. 459 Powers of Central Government or Tribunal to accord approval, etc., subject to conditions and to prescribe fees on applications
S. 460 Condonation of delay in certain cases
S. 461 Annual report by Central Government
S. 462 Power to exempt class or classes of companies from provisions of this Act
S. 463 Power of court to grant relief in certain cases
S. 464 Prohibition of association or partnership of persons exceeding certain number
Rules under this section
Miscellaneous Rules
S. 465 Repeal of certain enactments and savings
S. 466 Dissolution of Company Law Board and consequential provisions
S. 467 Power of Central Government to amend Schedules
S. 468 Powers of Central Government to make rules relating to winding up
Rules under this section
Winding Up Rules
S. 469 Power of Central Government to make rules
S. 470 Power to remove difficulties
- Schedule I Memorandum and articles of association (Tables A to F)
- Schedule II Useful lives to compute depreciation
- Schedule III Form of financial statements (Divisions I to III)
- Schedule IV Code for independent directors
- Schedule V Conditions to be fulfilled for the appointment of a managing or whole-time director or a manager without the approval of the Central Government
- Schedule VI Infrastructural projects and facilities
- Schedule VII Activities which may be included by companies in their Corporate Social Responsibility Policies
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Rules made under this Act
The Rules are made Chapter by Chapter, not as one body: each set below sits under the Chapter its notification is issued under.