SectionsParticulars
Part IPreliminary
1short title, commencement and extent
  (1) This Act may be called the Companies (Amendment) Act, 2000. (2) The provisions of this Act, other than sections 7 and 75, shall come into force at once...
2Definitions
In this Act, unless the context otherwise requires, (1) "abridged prospectus" means a memorandum containing such salient features of a prospectus as may be pr...
2AInterpretation of certain words and expressions
Words and expressions used and not defined in this Act but defined in the Depositories Act, 1996(22 of 1996), shall have the same meanings respectively assign...
3Definitions ofcompany existing company private company and public company
(1) In this Act, unless the context otherwise requires, the expressions " company ", " existing company ", " private company " and " public company ", shall,...
4APublic financial institutions
(1) Each of the financial institutions specified in this sub-section shall be regarded, for the purposes of this Act, as a public financial institution, name...
8Power of Central Government to declare an establishment not to be a branch office
The Central Government may, by order, declare that in the case of any company, any establishment carrying on either the same or substantially the same activit...
9Act to override memorandum, articles, etc
Save as otherwise expressly provided in the Act :(a)  the provisions of this Act shall have effect notwithstanding anything to the contrary contained in the m...
10Jurisdiction of Courts
(1) The Court having jurisdiction under this Act shall be : (a) the High Court having jurisdiction in relation to the place at which the registered office of...
10A[Omitted]
10B[Omitted]
10C[Omitted]
10D[Omitted]
Part I-ABoard Of Company Law Administration
10EConstitution of Board of Company Law Administration
(1) As soon as may be after the commencement of the Companies (Amendment) Act, 1988, the Central Government shall, by notification in the Official Gazette, c...
10FAppeals against the orders of the Company Law Board
Any person aggrieved by any decision or order of the Company Law Board file an appeal to the High Court within sixty days from the date of communication of t...
Part IIIncorporation Of Company And Matters Incidental Thereto Certain Companies, Associations And Partnerships To Be Registered As Companies Under Act.
11Prohibition of associations and partnerships exceeding certain number. Memorandum of Association
(1) No company, association or partnership consisting of more than ten persons shall be formed for the purpose of carrying on the business of banking, unless...
12Mode of forming incorporated company
(1) Any seven or more persons, or where the company to be formed will be a private company, any two or more persons, associated for any lawful purpose may, b...
13Requirements with respect to memorandum
(1) The memorandum of every company shall state : (a) the name of the company with "Limited" as the last word of the name in the case of a public limited co...
14Form of memorandum
The memorandum of association of a company shall be in such one of the Forms in Tables B, C, D and E in Schedule I as may be applicable to the case of the co...
15Printing and signature of memorandum
          The memorandum shall (a) be printed,(b) be divided into paragraphs numbered consecutively, and(c) be signed by each subscriber (who shall add his a...
15ASpecial provision as to alteration of memorandum consequent on alteration of name of State of Madras
Where, in the memorandum of association of a company in existence immediately before the commencement of the Madras State (Alteration of Name) Act, 1968 (53 ...
15BSpecial provision as to alteration of memorandum consequent on alteration of name of State of Mysore
Where, in the memorandum of association of a company in existence immediately before the commencement of the Mysore State (Alteration of Name) Act, 1973 (31 ...
16Alteration of memorandum
(1) A company shall not alter the conditions contained in its memorandum except in the cases, in the mode, and to the extent, for which express provision is ...
17Special resolution and confirmation by (Company Law Board) required for alteration of memorandum
(1) A company may, by special resolution, alter the provisions of its memorandum so as to change the place of its registered office from one State to another...
17AChange of registered office within a State
(1) No company shall change the place of its registered office from one place to another within a State unless such change is confirmed by the Regional Direct...
18Alteration to be registered within three months
(1) A company shall file with the Registrar :(a) a special resolution passed by a company in relation to clauses (a) to (g) of sub-section (1) of section 17, ...
19Effect of failure to register
(1) No such alteration as is referred to in section 17 shall have any effect until it has been duly registered in accordance with the provisions of section 1...
Provisions with respect to names of companies
20Companies not to be registered with undesirable names
(1) No company shall be registered by a name which, in the opinion of the Central Government, is undesirable.(2) Without prejudice to the generality of the f...
21Change of name by company
   A company may, by special resolution and with the approval of the Central Government signified in writing, change its name: Provided that no such approval s...
22Rectification of name of company
(1) If, through inadvertence or otherwise, a company on its first registration or on its registration by a new name, is registered by a name which, in the op...
23Registration of change of name and effect thereof
(1) Where a company changes its name in pursuance of section 21 or 22, the Registrar shall enter the new name on the register in the place of the former name...
24Change of name of existing private limited companies
(1) In the case of a company which was a private limited company immediately before the commencement of this Act, the Registrar shall enter the word "Private...
25Power to dispense withLimited in name of charitable or other company
(1) Where it is proved to the satisfaction of the Central Government that an association : (a) is about to be formed as a limited company for promoting commer...
Articles of Association
26Articles prescribing regulations
There may in the case of a public company limited by shares, and there shall in the case of an unlimited company or a company limited by guarantee or a privat...
27Regulations required in case of unlimited company, company limited by guarantee or private company limited by shares
(1) In the case of an unlimited company, the articles shall state the number of members with which the company is to be registered and, if the company has a ...
28Adoption and application of Table A in the case of companies limited by shares
(1) The articles of association of a company limited by shares may adopt all or any of the regulations contained in Table A in Schedule I.(2) In the case of ...
29Form of articles in the case of other companies
The articles of association of any company, not being a company limited by shares, shall be in such one of the Forms in Tables C, D and E in Schedule I as may...
30Form and signature of articles
Articles shall (a) be printed;(b) be divided into paragraphs numbered consecutively; and(c) be signed by each subscriber of the memorandum of association (who...
31Alteration of articles by special resolution
(1) Subject to the provisions of this Act and to the conditions contained in its memorandum, a company may, by special resolution, alter its articles: that no...
Change of registration of companies
32Registration of unlimited company as limited, etc.
(1) Subject to the provisions of this section, (a) a company registered as unlimited may register under this Act as a limited company; and(b) a company alread...
General provisions with respect to memorandum and articles
33Registration of memorandum and articles
(1) There shall be presented for registration, to the Registrar of the State in which the registered office of the company is stated by the memorandum to be ...
34Effect of registration
(1) On the registration of the memorandum of a company, the Registrar shall certify under his hand that the company is incorporated and, in the case of a limi...
35Conclusiveness of certificate of incorporation
A certificate of incorporation given by the Registrar in respect of any association shall be conclusive evidence that all the requirements of this Act have be...
36Effect of memorandum and articles
(1) Subject to the provisions of this Act, the memorandum and articles shall, when registered, bind the company and the members thereof to the same extent as...
37Provision as to companies limited by guarantee
(1) In the case of a company limited by guarantee and not having a share capital, and registered on or after the first day of April, 1914, every provision in...
38Effect of alteration in memorandum or articles
Notwithstanding anything in the memorandum or articles of a company, no member of the company shall be bound by an alteration made in the memorandum or articl...
39Copies of memorandum and articles, etc., to be given to members
(1) A company shall, on being so required by a member, send to him within seven days of the requirement and subject to the payment of a fee of one rupee, a c...
40Alteration of memorandum or articles, etc., to be noted in every copy
(1) Where an alteration is made in the memorandum or articles of a company, or in any other agreement, or any resolution, referred to in section 192, every c...
Membership of company
41Definition ofmember
(1) The subscribers of the memorandum of a company shall be deemed to have agreed to become members of a company, and on its registration, shall be entered a...
42Membership of holding company
(1) Except in the cases mentioned in this section, a body corporate cannot be a member of a company which is its holding company and any allotment or transfer...
Private companies
43Consequences of default in complying with conditions constituting a company a private company
Where the articles of a company include the provisions which, under clause (iii) of sub-section (1) of section 3, are required to be included in the articles ...
43APrivate company to become public company in certain cases
(1) Save as otherwise provided in this section, where not less than twenty-five per cent of the paid-up share capital of a private company having a share capi...
44Prospectus or statement in lieu of prospectus to be filed by private company on ceasing to be private company
(1) If a company, being a private company, alters its articles in such a manner that they no longer include the provisions which, under clause (iii) of sub-s...
Reduction of number of members bellow legal minimum
45Members severally liable for debts where business carried on with fewer than seven, or in the case of a private company, two members
If at any time the number of members of a company, is reduced, in the case of public company, below seven, or in the case of a private company, below two, an...
Contracts and deeds, investment, seal, etc.
46Form of contracts
(1) Contracts on behalf of a company may be made as follows : (a) a contract which, if made between private persons, would by law be required to be in writin...
47Bills of exchange and promissory notes
A bill of exchange, hundi or promissory note shall be deemed to have been made, accepted, drawn or endorsed on behalf of a company if drawn, accepted, made, ...
48Execution of deeds
Sec 48    -     Execution of deeds. (1) A company may, by writing under its common seal, empower any person, either generally or in respect of any specified ...
49Investments of company to be held in its own name
(1) Save as otherwise provided in sub-sections (2) to (5) or any other law for the time being in force and subject to the provisions of sub-sections (6) to (...
50Power for company to have official seal for use outside India
(1) A company whose objects require or comprise the transaction of business outside India may, if authorized by its articles, have for use in any territory, ...
Service of documents
51Service of documents on company
A document may be served on a company or an officer thereof by sending it to the company or officer at the registered office of the company by post under a ce...
52Service of documents on Registrar
A document may be served on a Registrar by sending it to him at his office by post under a certificate of posting or by registered post, or by delivering it ...
53Service of documents on members by company
(1) A document may be served by a company on any member thereof either personally, or by sending it by post to him to his registered address, or if he has no...
Authentication of documents and proceedings
54Authentication of documents and proceedings
Save as otherwise expressly provided in this Act, a document or proceeding requiring authentication by a company may be signed by a director, the manager, the...
Part IIIProspectus And Allotment, And Other Matters Relating To Issue Of shares Or Debentures
Prospectus
55Dating of prospectus
A prospectus issued by or on behalf of a company or in relation to an intended company shall be dated, and that date shall, unless the contrary is proved, be ...
55APowers of Securities and Exchange Board of India
  The provisions contained in sections 55 to 58, 59 to 84, 108, 109, 110, 112, 113, 116, 117, 118, 119, 120, 121, 122, 206, 206A and 207, so far as they relat...
56Matters to be stated and reports to be set out in prospectus
(1) Every prospectus issued : (a) by or on behalf of a company, or(b) by or on behalf of any person who is or has been engaged or interested in the formation o...
57Expert to be unconnected with formation or management of company
A prospectus inviting persons to subscribe for shares in or debentures of a company shall not include a statement purporting to be made by an expert, unless ...
58Expert's consent to issue of prospectus containing statement by him
A prospectus inviting persons to subscribe for shares in or debentures of a company and including a statement purporting to be made by an expert shall not be...
58ADeposits not to be invited without issuing an advertisement
(1) The Central Government may, in consultation with the Reserve Bank of India, prescribe the limits up to which, the manner in which and the conditions subj...
58AASmall depositors
  (1) Every company, which accepts deposits from small depositors, shall intimate to the Company Law Board any default made by it in repayment of any such dep...
58AAADefault in acceptance or refund of deposits to be cognizable
(1) Notwithstanding anything contained in sections 621 and 624, every offence connected with or arising out of acceptance of deposits under section 58A or sec...
58BProvisions relating to prospectus to apply to advertisement
The provisions of this Act relating to a prospectus shall, so far as may be, apply to an advertisement referred to in section 58A....
59Penalty and interpretation
Sec 59    -     (1) If any prospectus is issued in contravention of section 57 or 58, the company, and every person, who is knowingly a party to the issue th...
60Registration of prospectus
(1) No prospectus shall be issued by or on behalf of a company or in relation to an intended company unless, on or before the date of its publication, there ...
60Ashelf Prospectus
(1) Any public financial institution, public sector bank or scheduled bank whose main object is financing shall file a shelf prospectus.(2) A company filing a...
60BInformation memorandum
(1) A public company making an issue of securities may circulate information memorandum to the public prior to filing of a prospectus.(2) A company inviting s...
61Terms of contract mentioned in prospectus or statement in lieu of prospectus, not to be varied
A company shall not, at any time, vary the terms of a contract referred to in the prospectus or statement in lieu of prospectus, except subject to the approva...
62Civil liability for mis-statements in prospectus
(1) Subject to the provisions of this section, where a prospectus invites persons to subscribe for shares in or debentures of a company, the following person...
63Criminal liability for misstatements in prospectus
(1) Where a prospectus issued after the commencement of this Act includes any untrue statement, every person who authorized the issue of the prospectus shall ...
64Document containing offer of shares or debentures for sale to be deemed prospectus
(1) Where a company allots or agrees to allot any shares in or debentures of the company with a view to all or any of those shares or debentures being offere...
65Interpretation of provisions relating to prospectuses
(1) For the purposes of the foregoing provisions of this Part :  (a) a statement included in a prospectus shall be deemed to be untrue, if the statement is m...
66Newspaper advertisements of prospectus
Where any prospectus is published as a newspaper advertisement, it shall not be necessary in the advertisement to specify the contents of the memorandum or th...
67Construction of references to offering shares or debentures to the public, etc.
(1) Any reference in this Act or in the articles of a company to offering shares or debentures to the public shall, subject to any provision to the contrary c...
68Penalty for fraudulently inducing persons to invest money
Any person who, either by knowingly or recklessly making any statement, promise or forecast which is false, deceptive or misleading, or by any dishonest conce...
68APersonation for acquisition, etc., of shares
(1) Any person who : (a) makes in a fictitious name an application to a company for acquiring, or subscribing for, any shares therein, or(b) otherwise induces...
68BInitial offer of securities to be in dematerialized form in certain cases Allotment
Notwithstanding anything contained in any other provisions of this Act, every listed public company, making initial public offer of any security for a sum of ...
69Prohibition of allotment unless minimum subscription received
(1) No allotment shall be made of any share capital of a company offered to the public for subscription, unless the amount stated in the prospectus as the mi...
70Prohibition of allotment in certain cases unless statement in lieu of prospectus delivered to Registrar
(1) A company having a share capital, which does not issue a prospectus on or with reference to its formation, or which has issued such a prospectus but has ...
71Effect of irregular allotment
(1) An allotment made by a company to an applicant in contravention of the provisions of section 69 or 70 shall be voidable at the instance of the applicant ...
72Applications for, and allotment of, shares and debentures
(1) (a) No allotment shall be made of any shares in or debentures of a company in pursuance of a prospectus issued generally, and no proceedings shall be tak...
73Allotment of shares and debentures to be dealt in on stock exchange
(1) Every company, intending to offer shares or debentures to the public for subscription by the issue of a prospectus shall, before such issue, make an appl...
74Manner of reckoning fifth, eighth and tenth days in sections 72 and 73
In reckoning for the purposes of sections 72 and 73, the fifth day, or the eighth day, after another day, any intervening day which is a public holiday under...
75Return as to allotments
(1) Whenever a company having a share capital makes any allotment of its shares, the company shall, within thirty days thereafter, (a) file with the Registra...
Commissions and discounts
76Power to pay certain commissions and prohibition of payment of all other commissions, discounts, etc
(1) A company may pay a commission to any person in consideration of : (a) his subscribing or agreeing to subscribe, whether absolutely or conditionally, for...
77Restrictions on purchase by company, or loans by company for purchase, of its own or its holding company's shares
(1) No company limited by shares, and no company limited by guarantee and having a share capital, shall have power to buy its own shares, unless the conseque...
77APower of company to purchase its own securities
(1) Notwithstanding anything contained in this Act, but subject to the provisions of sub-section (2) of this section and section 77B, a company may purchase ...
77AATransfer of certain sums to capital redemption reserve account
Where a company purchases its own shares out of free reserves, then a sum equal to the nominal value of the share so purchased shall be transferred to the ca...
77BProhibition for buy-back in certain circumstances
(1) No company shall directly or indirectly purchase its own shares or other specified securities  (a) through any subsidiary company including its own subsi...
Issue of shares at premium and discount
78Application of premiums received on issue of shares
(1) Where a company issues securities at a premium, whether for cash or otherwise, a sum equal to the aggregate amount or value of the premiums on those secu...
79Power to issue shares at a discount
(1) A company shall not issue shares at a discount except as provided in this section.(2) A company may issue at a discount shares in the company of a class ...
79AIssue of sweat equity shares
(1) Notwithstanding anything contained in section 79, a company may issue sweat equity shares of a class of shares already issued if the following conditions...
Issue and Redemption of preference shares etc.
80Power to issue redeemable preference shares
(1) Subject to the provisions of this section, a company limited by shares may, if so authorized by its articles, issue preference shares which are, or at th...
80ARedemption of irredeemable preference shares, etc
(1) Notwithstanding anything contained in the terms of issue of any preference shares, every preference share issued before the commencement of the Companies...
Further issue of capital
81Further issue of capital
(1) Where at any time after the expiry of two years from the formation of a company or at any time after the expiry of one year from the allotment of shares ...
Part IVshare Capital And Debentures
Nature, numbering and certificate of shares
82Nature of shares
 The shares or debentures or other interest of any member in a company shall be movable property, transferable in the manner provided by the articles of the ...
83Numbering of shares
Each share in a company having a share capital shall be distinguished by its appropriate number: Provided that nothing in this section shall apply to the sha...
84Certificate of shares
(1) A certificate, under the common seal of the company, specifying any shares held by any member, shall be prima facie evidence of the title of the member t...
Kinds of share capital
85Two kinds of share capital
(1) " Preference share capital " means, with reference to any company limited by shares, whether formed before or after the commencement of this Act, that pa...
86New issues of share capital to be only of two kinds
The share capital of a company limited by shares shall be of two kinds only, namely :(a) equity share capital ; and(i) with voting rights; or      (ii) with ...
87Voting rights
(1) Subject to the provisions of section 89 and sub-section (2) of section 92 : (a) every member of a company limited by shares and holding any equity share ...
88Prohibition of issue of shares with disproportionate rights
Omitted, vide The Companies (Amendment) Bill, 2000...
89Termination of disproportionately excessive voting rights in existing companies
If at the commencement of this Act any shares, by whatever name called, of any existing company limited by shares carry voting rights in excess of the voting...
90Savings
(1) Nothing in sections 85, 86, 88 and 89 shall, in the case of any shares issued by a public company before the commencement of this Act, affect any voting ...
Miscellaneous provisions as to share capital
91Calls on shares of some class to be made on uniform basis
Where after the commencement of this Act, any calls for further share capital are made on shares, such calls shall be made on a uniform basis on all shares f...
92Power of company to accept unpaid share capital, although not called up
(1) A company may, if so authorized by its articles accept from any member the whole or a part of the amount remaining unpaid on any shares held by him, alth...
93Payment of dividend in proportion to amount paid-up
 A company may, if so authorized by its articles, pay dividends in proportion to the amount paid-up on each share where a larger amount is paid-up on some sh...
94Power of limited company to alter its share capital
(1) A limited company having a share capital, may, if so authorized by its articles, alter the conditions of its memorandum as follows, that is to say, it ma...
94Ashare capital to stand increased where an order is made under section 81(4)
(1) Notwithstanding anything contained in this Act, where the Central Government has, by an order made under sub-section (4) of section 81, directed that any...
95Notice to Registrar of consolidation of share capital, conversion of shares into stock, etc
(1) If a company having a share capital has- (a) consolidated and divided its share capital into shares of larger amount than its existing shares ;(b) convert...
96Effect of conversion of shares into stock
 Where a company having a share capital has converted any of its shares into stock, and given notice of the conversion to the Registrar, all the provisions o...
97Notice of increase of share capital or of members
(1) Where a company having a share capital, whether its shares have or have not been converted into stock, has increased its share capital beyond the authori...
98Power of unlimited company to provide for reserve share capital on re-registration
 An unlimited company having a share capital may, by its resolution for registration as a limited company in pursuance of this Act, do either or both of the ...
99Reserve liability of limited company
 A limited company may, by special resolution, determine that any portion of its share capital which has not been already called up shall not be capable of b...
Reduction of share capital
100Special resolution for reduction of share capital
    -     (1) Subject to confirmation by the Court, a company limited by shares or a company limited by   guarantee and having a share capital, may, if so au...
101Application to Court for confirming order, objections by creditors and settlement of list of objecting creditors
(1) Where a company has passed a resolution for reducing share capital, it may apply, by petition, to the Court for an order confirming the reduction.(2) Whe...
102Order confirming reduction and powers of Court on making such order
(1) The Court, if satisfied with respect to every creditor of the company who under section 101 is entitled to object to the reduction, that either his conse...
103Registration of order and minute of reduction
Sec 103     -    Registration of order and minute of reduction. (1) The Registrar (a) on production to him of an order of the Court confirming the reduction o...
104Liability of members in respect of reduced shares
(1) A member of the company, past or present, shall not be liable, in respect of any share, to any call or contribution exceeding in amount the difference, i...
105Penalty for concealing name of creditor, etc
If any officer of the company (a) knowingly conceals the name of any creditor entitled to object to the reduction ;(b) knowingly misrepresents the nature or a...
Variation of shareholders rights
106Alteration of rights of holders of special classes of shares
Sec 106     -     Alteration of rights of holders of special classes of sharesWhere the share capital of a company is divided into different classes of shares...
107Rights of dissentient shareholders
(1) If, in pursuance of any provision such as is referred to in section 106, the rights attached to any such class of shares are at any time varied, the hold...
Transfer of shares and debentures
108Transfer not to be registered except on production of instrument of transfer
(1) A company shall not register a transfer of shares in, or debentures of, the company, unless a proper instrument of transfer duly stamped and executed by ...
108ARestriction on acquisition of certain shares
(1) Except with the previous approval of the Central Government, no individual, firm, group, constituent of a group, body corporate or bodies corporate under...
108BRestriction on transfer of shares
(1) Every body corporate or bodies corporate under the same management, holding, whether singly or in the aggregate, ten per cent or more of the nominal valu...
108CRestriction on the transfer of shares of foreign companies
No body corporate or bodies corporate under the same management, which holds, or hold in the aggregate, ten per cent or more of the nominal value of the equi...
108DPower of Central Government to direct companies not to give effect to the transfer
(1) Where the Central Government is satisfied that as a result of the transfer of any share or block of shares of a company, a change in the controlling inte...
108ETime within which refusal to be communicated
Every request made to the Central Government for according its approval to the proposal for the acquisition of any share referred to in section 108A or the t...
108FNothing in sections 108A to 108D to apply to Government companies, etc
Nothing contained in section 108A except sub-section (2) thereof shall apply to the transfer of any share to, and nothing in section 108B or section 108C or ...
108GApplicability of the provisions of sections 108A to 108F
The provisions of sections 108A to 108F (both inclusive) shall apply to the acquisition or transfer of shares or share capital by, or to, an individual, firm...
108HConstruction of certain expressions used in sections 108A to 108G
The expression " group ", " same management ", " financial institution", " dominant undertaking " and " owner " used in sections 108A to 108G (both inclusive...
108-IPenalty for acquisition or transfer of share in contravention of sections 108A to 108D
(1) Any person who acquires any share in contravention of the provisions of section 108A shall be punishable with imprisonment for a term which may extend to...
109Transfer by legal representative
A transfer of the share or other interest in a company of a deceased member thereof made by his legal representative shall, although the legal representative...
109ANomination of shares
(1) Every holder of shares in, or holder of debentures of, a company may, at any time, nominate, in the prescribed manner, a person to whom his shares in, or...
109BTransmission of shares
(1) Any person who becomes a nominee by virtue of the provisions of section 109A, upon the production of such evidence as may be required by the Board and su...
110Application for transfer
(1) An application for the registration of a transfer of the shares or other interest of a member in a company may be made either by the transferor or by the...
111Power to refuse registration and appeal against refusal
(1) If a company refuses, whether in pursuance of any power of the company under its articles or otherwise, to register the transfer of, or the transmission ...
111ARectification of Register on transfer
(1) In this section, unless the context otherwise requires, "company" means a company other than a company referred to in sub-section (14) of section 111 of ...
112Certification of transfers
(1) The certification by a company of any instrument of transfer of shares in, or debentures of, the company, shall be taken as a representation by the compa...
Issue of Certificate of shares, etc.
113Limitation of time for issue of certificates
(1) Every company, unless prohibited by any provision of law or of any order of any court, tribunal or other authority, shall, within three months after the ...
share warrants
114Issue and effect of share warrants to bearer
(1) A public company limited by shares, if so authorized by its articles, may, with the previous approval of the Central Government, with respect to any full...
115share warrants and entries in register of members
(1) On the issue of a share warrant, the company shall strike out of its register of members the name of the member then entered therein as holding the share...
Penalty for personation of shareholder
116Penalty for personation of shareholder
If any person deceitfully personates an owner of any share or interest in a company, or of any share warrant or coupon issued in pursuance of this Act, and t...
Special provisions as debentures
117Debentures with voting rights not to be issued hereafter
No company shall, after the commencement of this Act, issue any debentures carrying voting rights at any meeting of the company, whether generally or in resp...
117ADebenture trust deed
(1) A trust deed for securing any issue of debentures shall be in such form and shall be executed within such period as may be prescribed. (2) A copy of the tr...
117BAppointment of debenture trustees and duties of debenture trustees
(1) No company shall issue a prospectus or a letter of offer to the public for subscription of its debentures, unless the company has, before such issue, appo...
117CLiability of company to create security and debenture redemption reserve
(1) Where a company issues debentures after the commencement of this Act, it shall create a debenture redemption reserve for the redemption of such debentures...
118Right to obtain copies of and inspect trust deed
(1) A copy of any trust deed for securing any issue of debentures shall be forwarded to the holder of any such debentures or any member of the company, at th...
119Liability of trustees for debenture holders
(1) Subject to the provisions of this section, any provision contained in a trust deed for securing an issue of debentures, or in any contract with the holde...
120Perpetual debentures
Sec 120     -     Perpetual debentures.A condition contained in any debentures or in any deed for securing any debentures, whether issued or executed before o...
121Power to re-issue redeemed debentures in certain cases
Sec 121     -     Power to re-issue redeemed debentures in certain cases. (1) Where either before or after the commencement of this Act, a company has redeeme...
122Specific performance of contract to subscribe for debentures
Sec 122     -     Specific performance of contract to subscribe for debentures.A contract with a company to take up and pay for any debentures of the company ...
123Payments of certain debts out of assets subject to floating charge in priority to claims under the charge
Sec 123    -    Payments of certain debts out of assets subject to floating charge in priority to claims under the charge. (1) Where either : (a) a receiver i...
Part VRegistration Of Charge
124Charge to include mortgage in this Part
Sec 124     -     "Charge" to include mortgage in this Part.In this Part, the expression "charge" includes a mortgage....
125Certain charges to be void against liquidator or creditors unless registered
(1) Subject to the provisions of this Part, every charge created on or after the 1st day of April, 1914, by a company and being a charge to which this sectio...
126Date of notice of charge
Sec 126     -     Date of notice of charge.Where any charge on any property of a company required to be registered under section 125 has been so registered, a...
127Registration of charges on properties acquired subject to charge
Sec 127     -     Registration of charges on properties acquired subject to charge. (1) Where a company acquires any property which is subject to a charge of ...
128Particulars in case of series of debentures entitling holders pari passu
Sec 128     -     Particulars in case of series of debentures entitling holders pari passu.Where a series of debentures containing, or giving by reference to ...
129Particulars in case of commission, etc., on debentures
Sec 129     -     Particulars in case of commission, etc., on debentures.  Where any commission, allowance or discount has been paid or made either directly o...
130Register of charges to be kept by Registrar
Sec 130     -     Register of charges to be kept by Registrar. (1) The Registrar shall, in respect of each company, cause to be kept a register containing the...
131Index to register of charges
Sec 131     -     Index to register of charges.The Registrar shall keep a chronological index, in the prescribed form and with the prescribed particulars, of ...
132Certificate of registration
Sec 132     -     Certificate of registration.The Registrar shall give a certificate under his hand of the registration of any charge registered in pursuance ...
133Endorsement of certificate of registration on debenture or certificate of debenture stock
Sec 133     -     Endorsement of certificate of registration on debenture or certificate of debenture stock. (1) The company shall cause a copy of every cert...
134Duty of company as regards registration and right of interested party
(1) It shall be the duty of a company to file with the Registrar for registration the particulars of every charge created by the company, and of every issue ...
135Provisions of Part to apply to modification of charges
Whenever the terms or conditions, or the extent or operation, of any charge registered under this Part are or is modified, it shall be the duty of the compan...
136Copy of instrument creating charge to be kept by company at registered office
Every company shall cause a copy of every instrument creating any charge requiring registration under this Part to be kept at the registered office of the co...
137Entry in register of charges of appointment of receiver or manager
(1) If any person obtains an order for the appointment of a receiver of, or of a person to manage, the property of a company, or if any person appoints such ...
138Company to report satisfaction and procedure thereafter
(1) The company shall give intimation to the Registrar of the payment or satisfaction, in full, of any charge relating to the company and requiring registrat...
139Power of Registrar to make entries of satisfaction and release in absence of intimation from company
The Registrar may, on evidence being given to his satisfaction with respect to any registered charge, (a) that the debt for which the charge was given has be...
140Copy of memorandum of satisfaction to be furnished to company
Where the Registrar enters a memorandum of satisfaction in whole or in part, in pursuance of section 138 or 139, he shall furnish the company with a copy of ...
141Rectification by Company Law Board of register of charges
(1) The Company Law Board, on being satisfied (a) that the omission to file with the Registrar the particulars of any charge created by a company or of any ch...
142Penalties
(1) If default is made in filing with the Registrar for registration the particulars (a) of any charge created by the company ;(b) of the payment or satisfact...
143Company's register of charges
(1) Every company shall keep at its registered office a register of charges and enter therein all charges specifically affecting property of the company and ...
144Right to inspect copies of instruments creating charges and company's register of charges
(1) The copies of instruments creating charges kept in pursuance of section 136, and the register of charges kept in pursuance of section 143, shall be open ...
145Application of Part to charges requiring registration under it but not under previous law
In respect of any charge created before, and remaining unsatisfied at, the commencement of this Act, which, if this Act had been in force at the relevant tim...
Part VIManagement And Administration
Chapter IGeneral Provision
Registered Office and Name
146Registered office of company
(1) A company shall, as from the day on which it begins to carry on business, or as from the thirtieth day after the date of its incorporation whichever is ea...
147Publication of name by company
(1) Every company (a) shall paint or affix its name and the address of its registered office, and keep the same painted or affixed, on the outside of every o...
148Publication of authorized as well as subscribed and paid-up capital
(1) Where any notice, advertisement or other official publication, or any business letter, bill head or letter paper, of a company contains a statement of th...
Restrictions on Commencement of Business
149Restrictions on commencement of business
(1) Where a company having a share capital has issued a prospectus inviting the public to subscribe for its shares, the company shall not commence any busine...
Registers of Members and Debentures-holders
150Register of members
(1) Every company shall keep in one or more books a register of its members, and enter therein the following particulars : (a) the name and address, and the o...
151Index of members
(1) Every company having more than fifty members shall, unless the register of members is in such a form as in itself to constitute an index, keep an index (...
152Register and index of debenture holders
(1) Every company shall keep in one or more books a register of the holders of its debentures and enter therein the following particulars, namely : (a) the n...
152ARegister and index of beneficial owners to be of debenture-holders
The register and index of beneficial owners maintained by a depository under section 11 of the Depositories Act, 1996 shall be deemed to be an index of membe...
153Trust not to be entered on register
No notice of any trust, express, implied or constructive, shall be entered on the register of members or of debenture holders....
153AAppointment of public trustee
153A.--The Central Government may, by notification in the Official Gazette, appoint a person as public trustee to discharge the functions and to exercise the ...
153BDeclaration as to shares and debentures held in trust
(1) Notwithstanding anything contained in section 153, where any shares in, or debentures of, a company are held in trust by any person (hereinafter referred...
154Power to close register of members or debenture holders
(1) A company may, after giving not less than seven days' previous notice by advertisement in some newspaper circulating in the district in which the registe...
155[Omitted]
156[Omitted]
Foreign Registers of Members or debenture-holders
157Power for company to keep foreign register of members or debenture holder
(1) A company which has a share capital or which has issued debentures may, if so authorized by its articles, keep in any State or country outside India a br...
158Provisions as to foreign registers
(1) A foreign register shall be deemed to be part of the company's register (in this section called the " principal register ") of members or of debenture ho...
Annual Returns
159Annual return to be made by company having a share capital
(1) Every company having a share capital shall, within sixty days from the day on which each of the annual general meetings referred to in section 166 is hel...
160Annual return to be made by company not having a share capital
(1) Every company not having a share capital shall, within sixty days from the day on which each of the annual general meeting referred to in section 166 is ...
161Further provisions regarding annual return and certificate to be annexed thereto
(1) The copy of the annual return filed with the Registrar under section 159 or 160, as the case may be, shall be signed both by a director and by the manage...
162Penalty and interpretation
(1) If a company fails to comply with any of the provisions contained in section 159, 160, or 161, the company, and every officer of the company who is in de...
General Provisions regarding Registers and Returns
163Place of keeping, and inspection of, registers and returns
(1) The register of members commencing from the date of the registration of the company, the index of members, the register and index of debenture holders, a...
164Registers, etc., to be evidence
The register of members, the register of debenture holders, and the annual returns, certificates and statements referred to in sections 159, 160 and 161 shal...
Meetings and Proceedings
165Statutory meeting and statutory report of company
(1) Every company limited by shares, and every company limited by guarantee and having a share capital, shall, within a period of not less than one month nor...
166Annual general meeting
(1) Every company shall in each year hold in addition to any other meetings a general meeting as its annual general meeting and shall specify the meeting as ...
167Power of Company Law Board to call annual general meeting
(1) If default is made in holding an annual general meeting in accordance with section 166, the Company Law Board may, notwithstanding anything in this Act o...
168Penalty for default in complying with section 166 or 167
If default is made in holding a meeting of the company in accordance with section 166, or in complying with any directions of  the Central Government under s...
169Calling of extra1ordinary general meeting on requisition
(1) The Board of directors of a company shall, on the requisition of such number of members of the company as is specified in sub-section (4), forthwith proc...
170Sections 171 to 186 to apply to meetings
(1) The provisions of sections 171 to 186 (i) shall, notwithstanding anything to the contrary in the articles of the company, apply with respect to general me...
171Length of notice for calling meeting
(1) A general meeting of a company may be called by giving not less than twenty-one days' notice in writing.(2) A general meeting may be called after giving ...
172Contents and manner of service of notice and persons on whom it is to be served
(1) Every notice of a meeting of a company shall specify the place and the day and hour of the meeting, and shall contain a statement of the business to be t...
173Explanatory statement to be annexed to notice
(1) For the purposes of this section (a) in the case of an annual general meeting, all business to be transacted at the meeting shall be deemed special, with ...
174Quorum for meeting
(1) Unless the articles of the company provide for a large number, five members personally present in the case of public company (other than a public company...
175Chairman of meeting
(1) Unless the articles of the company otherwise provide, the members personally present at the meeting shall elect one of themselves to be the chairman ther...
176Proxies
(1) Any member of a company entitled to attend and vote at a meeting of the company shall be entitled to appoint another person (whether a member or not) as ...
177Voting to be by show of hands in first instance
At any general meeting, a resolution put to the vote of the meeting shall, unless a poll is demanded under section 179, be decided on a show of hands....
178Chairman's declaration of result of voting by show of hands to be conclusive
A declaration by the chairman in pursuance of section 177 that on a show of hands, a resolution has or has not been carried, or has or has not been carried e...
179Demand for poll
(1) Before or on the declaration of the result of the voting on any resolution on a show of hands, a poll may be ordered to be taken by the chairman of the m...
180Time of taking poll
(1) A poll demanded on a question of adjournment shall be taken forthwith.(2) A poll demanded on any other question (not being a question relating to the ele...
181Restriction on exercise of voting right of members who have not paid calls, etc
Notwithstanding anything contained in this Act, the articles of a company may provide that no member shall exercise any voting right in respect of any shares...
182Restrictions on exercise of voting right in other cases to be void
A public company, or a private company which is a subsidiary of a public company, shall not prohibit any member from exercising his voting right on the groun...
183Right of member to use his votes differently
On a poll taken at a meeting of a company, a member entitled to more than one vote, or his proxy, or other person entitled to vote for him, as the case may b...
184Scrutinizers at poll
(1) Where a poll is to be taken, the chairman of the meeting shall appoint two scrutineers to scrutinise the votes given on the poll and to report thereon to...
185Manner of taking poll and result thereof
(1) Subject to the provisions of this Act, the chairman of the meeting shall have power to regulate the manner in which a poll shall be taken.(2) The result ...
186Power of Company Law Board to order meeting to be called
(1) If for any reason it is impracticable to call a meeting of a company, other than an annual general meeting, in any manner in which meetings of the compan...
187Representation of corporations at meetings of companies and of creditors
(1) A body corporate (whether a company within the meaning of this Act or not) may (a) if it is a member of a company within the meaning of this Act, by reso...
187ARepresentation of the President and Governors in meetings of companies of whch they are members
(1) The President of India or the Governor of a State, if he is a member of a company, may appoint such person as he thinks fit to act as his representative ...
187BExercise of voting rights in respect of shares held in trust
(1) Save as otherwise provided in section 153B but notwithstanding anything contained in any other provisions of this Act or any other law or any contract, m...
187CDeclaration by persons not holding beneficial interest in any share
(1) Notwithstanding anything contained in section 150, section 153B or section 187B, a person, whose name is entered, at the commencement of the Companies (A...
187DInvestigation of beneficial ownership of shares in certain cases
Where it appears to the Central Government that there are good reasons so to do, it may appoint one or more Inspectors to investigate and report as to whethe...
188Circulation of members' resolutions
(1) Subject to the provisions of this section, a company shall, on the requisition in writing of such number of members as is hereinafter specified and (unle...
189Ordinary and special resolutions
(1) A resolution shall be an ordinary resolution when at a general meeting of which the notice required under this Act has been duly given, the votes cast (w...
190Resolutions requiring special notice
(1) Where, by any provision contained in this Act or in the articles, special notice is required of any resolution, notice of the intention to move the resol...
191Resolutions passed at adjourned meetings
Where a resolution is passed at an adjourned meeting of (a) a company ;(b) the holders of any class of shares in a company ; or(c) the Board of directors of a...
192Registration of certain resolutions and agreements
(1) A copy of every resolution (together with a copy of the statement of material facts annexed under section 173 to the notice of the meeting in which such ...
192APassing of resolutions by postal ballot
(1) Notwithstanding anything contained in the foregoing provisions of this Act, a listed public company may, and in the case of resolutions relating to such b...
193Minutes of proceedings of general meetings and of Board and other meeting
(1) Every company shall cause minutes of all proceedings of every general meeting and of all proceedings of every meeting of its Board of directors or of eve...
194Minutes to be evidence
Minutes of meetings kept in accordance with the provisions of section 193 shall be evidence of the proceedings recorded therein....
195Presumptions to be drawn where minutes duly drawn and signed
Where minutes of proceedings of any general meeting of the company or of any meeting of its Board of directors or of a committee of the Board have been kept ...
196Inspection of minute books of general meetings
(1) The books containing the minutes of the proceedings of any general meeting of a company held on or after the 15th day of January, 1937, shall (a) be kept...
197Publication of reports of proceedings of general meetings
(1) No document purporting to be a report of the proceedings of any general meeting of a company shall be circulated or advertised at the expense of the comp...
Prohibition of simultaneous appointment of different categories of managerial personnel
197ACompany not to appoint or employ certain different categories of managerial personnel at the same time
Sec 197A     - Company not to appoint or employ certain different categories of managerial personnel at the same time.Notwithstanding anything contained in thi...
Managerial remuneration, etc.
198Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits
Sec 198    -     Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits. (1) The total managerial rem...
199Calculation of commission, etc., in certain cases
Sec 199     -     Calculation of commission, etc., in certain cases. (1) Where any commission or other remuneration payable to any officer or employee of a co...
200Prohibition of tax-free payments
(1) No company shall pay to any officer or employee thereof, whether in his capacity as such or otherwise, remuneration free of any tax, or otherwise calcula...
201Avoidance of provisions relieving liability of officers and auditors of company
(1) Save as provided in this section, any provision, whether contained in the articles of a company or in an agreement with a company or in any other instrum...
Prevention of management by undesirable persons
202Undercharged insolvent not to manage companies
(1) If any person, being an undischarged insolvent, (a) discharges any of the functions of a director, or acts as or discharges any of the functions of the m...
203Power to restrain fraudulent persons from managing companies
(1) Where: (a) a person is convicted of any offence in connection with the promotion, formation or management of a company; or(b) in the course of winding up ...
Action on appointment of firms and bodies corporate to offices
204Restriction on appointment of firm or body corporate to office or place of profit under a company
(1) Save as provided in sub-section (2), no company shall, after the commencement of this Act, appoint or employ any firm or body corporate to or in any offi...
204A[Omitted]
idends and manner and time of payment thereof
205idend to be paid only out of profits
(1) No dividend shall be declared or paid by a company for any financial year except out of the profits of the company for that year arrived at after providi...
205AUnpaid idend to be transferred to special idend account
(1) Where, after the commencement of the Companies (Amendment) Act, 1974 (41 of 1974), a dividend has been declared by a company but has not been paid, or cl...
205BPayment of unpaid or unclaimed idend
Any person claiming to be entitled to any money transferred under sub-section (5) of section 205A to the general revenue account of the Central Government, m...
205CEstablishment of Investor Education and Protection Fund
(1) The Central Government shall establish a fund to be called the Investor Education and Protection Fund (hereafter in this section referred to as the "Fund...
206idend not to be paid except to registered shareholders or to their order or to their bankers
(1) No dividend shall be paid by a company in respect of any share therein, except (a) to the registered holder of such share or to his order or to his banke...
206ARight to idend, rights shares, and bonus shares to be held in abeyance pending registration of transfer of shares
  Where any instrument of transfer of shares has been delivered to any company for registration and the transfer of such shares has not been registered by th...
207Penalty for failure to distribute idends within forty-two days
Where a dividend has been declared by a company but has not been paid, or the warrant in respect thereof has not been posted, within thirty days from the dat...
Payments of interest out of capital
208Power of company to pay interest out of capital in certain cases
(1) Where any shares in a company are issued for the purpose of raising money to defray the expenses of the construction of any work or building, or the prov...
Accounts
209Books of account to be kept by company
    (1) Every company shall keep at its registered office proper books of account with respect to: (a) all sums of money received and expended by the company...
209AInspection of books of account, etc., of companies
    (1) The books of account and other books and papers of every company shall be open to inspection during business hours: (i) by the Registrar, or(ii) by su...
210Annual accounts and balance sheet
   (1) At every annual general meeting of a company held in pursuance of section 166, the Board of directors of the company shall lay before the company : (a...
210AConstitution of National Advisory Committee on Accounting Standards
(1) The Central Government may, by notification in the Official Gazette, constitute an Advisory Committee to be called the National Advisory Committee on Acc...
211Form and contents of balance sheet and profit and loss account
(1) Every balance sheet of a company shall give a true and fair view of the state of affairs of the company as at the end of the financial year and shall, su...
212Balance sheet of holding company to include certain particulars as to its subsidiaries
(1) There shall be attached to the balance sheet of holding company having a subsidiary or subsidiaries at the end of the financial year as at which the hold...
213Financial year of holding company and subsidiary
(1) Where it appears to the Central Government desirable for a holding company or a holding company's subsidiary, to extend its financial year so that the su...
214Rights of holding company's representative and members
(1) A holding company may, by resolution, authorize representatives named in the resolution to inspect the books of account kept by any of its subsidiaries; ...
215Authentication of balance sheet and profit and loss account
(1) Save as provided by sub-section (2), every balance sheet and every profit and loss account of a company shall be signed on behalf of the Board of directo...
216Profit and loss account to be annexed and auditors' report to be attached to balance sheet
The Profit and Loss Account shall be annexed to the balance sheet and the auditors' report (including the Auditors' separate, special or supplementary report...
217Board's report
(1) There shall be attached to every balance sheet laid before a company in general meeting, a report by its Board of directors, with respect to: (a) the sta...
218Penalty for improper issue, circulation or publication of balance sheet or profit and loss account
(a) If any copy of a balance sheet or profit and loss account which has not been signed as required by section 215 is issued, circulated or published; or(b) ...
219Right of members to copies of balance sheet and auditors' report
   (1) A copy of every Balance Sheet (including the Profit and Loss Account, the Auditors' Report and every other document required by law to be annexed or a...
220Three copies of balance sheet, etc., to be filed with Registrar
(1) After the balance sheet and the profit and loss account have been laid before a company at an annual general meeting as aforesaid, there shall be filed w...
221Duty of officer to make disclosure of payments, etc
(1) Where any particulars or information is required to be given in the balance sheet or profit and loss account of a company or in any document required to ...
222Construction of references to documents annexed to accounts
References in this Act to documents annexed or required to be annexed to a company's accounts or any of them shall not include the Board's report, the audito...
223Certain companies to publish statement in the Form in Table F in schedule I
(1) Every company which is a limited banking company, an insurance company, or a deposit, provident or benefit society, shall, before it commences business a...
Accounts
224Appointment and remuneration of auditors
Sec 224     -    (1) Every company shall, at each annual general meeting, appoint an auditor or auditors to hold office from the conclusion of that meeting u...
224AAuditor not to be appointed except with the approval of the company by special resolution in certain cases
Sec 224A     -    (1) In the case of a company in which not less than twenty-five per cent of the subscribed share capital is held, whether singly or in any ...
225Provisions as to resolutions for appointing or removing auditors
Sec 225     -    Provisions as to resolutions for appointing or removing auditors. (1) Special notice shall be required for a resolution at an annual general ...
226Qualifications and disqualifications of auditors
Sec 226     -    (1) A person shall not be qualified for appointment as auditor of a company unless he is a chartered accountant within the meaning of the Ch...
227Powers and duties of auditors
Sec 227    -    Powers and duties of auditors.(1) Every Auditor of a company shall have a right of access at all times to the books and accounts and vouchers...
228Audit of accounts of branch office of compan
(1) Where a company has a branch office, the accounts of that office shall be audited by the company's auditor appointed under section 224 or by a person qual...
229Signature of audit report, etc
Sec 229     -    Signature of audit report, etc.Only the person appointed as auditor of the company, or where a firm is so appointed in pursuance of the provi...
230Reading and inspection of auditor's report
The auditor's report shall be read before the company in general meeting and shall be open to inspection by any member of the company...
231Right of auditor to attend general meeting
    All notices of, and other communications relating to, any general meeting of a company which any member of the company is entitled to have sent to him sha...
232Penalty for non-compliance with sections 225 to 231
If default is made by a company in complying with any of the provisions contained in section 225 to 231, the company, and every officer of the company who is...
233Penalty for non-compliance by auditor with sections 227 and 229
If any auditor's report is made, or any document of the company is signed or authenticated, otherwise than in conformity with the requirements of sections 22...
233APower of Central Government to direct special audit in certain cases
(1) Where the Central Government is of the opinion- (a) that the affairs of any company are not being managed in accordance with sound business principles or...
233BAudit of cost accounts in certain cases
(1) Where in the opinion of the Central Government it is necessary so to do in relation to any company required under clause (d) of sub-section (1) of sectio...
Power of Registrar to call for information, etc.
234Power of Registrar to call for information or explanation
(1) Where, on perusing any document which a company is required to submit to him under this Act, the Registrar is of opinion that any information or explanat...
234ASeizure of documents by Registrar
(1) Where, upon information in his possession or otherwise, the Registrar has reasonable ground to believe that books and papers of, or relating to, any comp...
Investigation
235Investigation of the affairs of a company
(1) The Central Government may, where a report has been made by the Registrar under sub-section (6) of section 234, or under sub-section (7) of that section,...
236Application by members to be supported by evidence and power to call for security
An application by members of a company under sub-section (2) of section 235 shall be supported by such evidence as the Company Law Board may require for the ...
237Investigation of company's affairs in other cases
Without prejudice to its powers under section 235, the Central Government (a) shall appoint one or more competent persons as inspectors to investigate the af...
238Firm, body corporate or association not to be appointed as inspector
No firm, body corporate or other association shall be appointed as an inspector under section 235 or 237....
239Power of inspectors to carry investigation into affairs of related companies, etc
(1) If an inspector appointed under section 235 or 237 to investigate the affairs of the company thinks it necessary for the purposes of his investigation to...
240Production of documents and evidence
(1) It shall be the duty of all officers and other employees and agents of the company, and where the affairs of any other body corporate are investigated by...
240ASeizure of documents by inspector
(1) Where in the course of investigation under section 235 or section 237 or section 239 or section 247, the inspector has reasonable ground to believe that ...
241Inspectors' report
(1) The inspectors may, and if so directed by the Central Government shall, make interim reports to that Government, and on the conclusion of the investigati...
242Prosecution
(1) If, from any report made under section 241, it appears to the Central Government that any person has, in relation to the company or in relation to any ot...
243Application for winding up of company or an order under section 397 or 398
If any such company or other body corporate is liable to be wound up under this Act and it appears to the Central Government from any such report as aforesai...
244Proceedings for recovery of damages or property
(1) If from any such report as aforesaid, it appears to the Central Government that proceedings ought, in the public interest, to be brought by the company o...
245Expenses of investigation
(1) The expenses of and incidental to an investigation by an inspector appointed by the Central Government under section 235 or 237 shall be defrayed in the ...
246Inspectors' report to be evidence
A copy of any report of any inspector or inspectors appointed under section 235 or 237 authenticated in such manner, if any, as may be prescribed, shall be a...
247Investigation of ownership of company
(1) Where it appears to the Central Government that there is good reason so to do, it may appoint one or more inspectors to investigate and report on the mem...
248[Omitted]
249[Omitted]
250Imposition of restrictions upon shares and debentures and prohibition of transfer of shares or debentures in certain cases
Sec 250     -    (1) Where it appears to the Company Law Board, whether on a reference made to it by the Central Government in connection with any investigat...
250AVoluntary winding up of company, etc., not to stop investigation proceedings
An investigation may be initiated under section 235, 237, 239 or 247 notwithstanding that (a) an application has been made for an order under section 397 or ...
251Saving for legal advisers and bankers
Nothing in sections 234 to 247 and 250 shall require the disclosure to Company Law Board or to the Central Government or to the Registrar or to an Inspector ...
Chapter IIDirectors
Constitution of Board of Directors
252Minimum number of directors
(1) Every public company (other than a public company which has become such by virtue of Section 43A), shall have at least three directors.that a public comp...
253Only iniduals to be directors
No body corporate, association or firm shall be appointed director of a company, and only an individual shall be so appointed....
254Subscribers of memorandum deemed to be directors
In default of and subject to any regulations in the articles of a company, subscribers of the memorandum who are individuals, shall be deemed to be the direc...
255Appointment of directors and proportion of those who are to retire by rotation
(1) Unless the articles provide for the retirement of all directors at every annual general meeting, not less than two-thirds of the total number of director...
256Ascertainment of directors retiring by rotation and filling of vacancies
(1) At the first annual general meeting of a public company, or a private company which is a subsidiary of a public company, held next after the date of the ...
257Right of persons other than retiring directors to stand for directorship
(1) A person who is not a retiring director shall, subject to the provisions of this Act, be eligible for appointment to the office of director at any genera...
258Right of company to increase or reduce the number of directors
Subject to the provisions of sections 252, 255 and 259, a company in general meeting may, by ordinary resolution, increase or reduce the number of its direct...
259Increase in number of directors to require Government sanction
In the case of a public company or a private company which is a subsidiary of a public company, any increase in the number of its directors, except : (a) in ...
260Additional directors
Nothing in section 255, 258 or 259 shall affect any power conferred on the Board of directors by the articles to appoint additional directors : that such add...
261[Omitted]
262Filling of casual vacancies among directors
(1) In the case of a public company or a private company which is a subsidiary of a public company, if the office of any director appointed by the company in...
263Appointment of directors to be voted on inidually
(1) At a general meeting of a public company or of a private company which is a subsidiary of a public company, a motion shall not be made for the appointmen...
263ASections 177, 255, 256 and 263 not to apply in relation to companies not carrying business for profit, etc
Nothing contained in sections 177, 255, 256 and 263 shall affect any provision in the articles of a company for the election by ballot of all its directors a...
264Consent of candidate for directorship to be filed with the company and consent to act as director to be filed with the Registrar
(1) Every person (other than a director retiring by rotation or otherwise or a person who has left at the office of the company a notice under section 257 si...
265Option to company to adopt proportional representation for the appointment of directors
Notwithstanding anything contained in this Act, the articles of a company may provide for the appointment of not less than two-thirds of the total number of ...
266Restrictions on appointment or advertisement of director
(1) A person shall not be capable of being appointed director of a company by the articles, and shall not be named as a director or proposed director of a co...
Managing Directors, etc.
267Certain persons not to be appointed managing directors
No company shall, after the commencement of this Act, appoint or employ, or continue the appointment or employment of, any person as its managing or whole-ti...
268Amendment of provision relating to managing, whole time or non-rotational directors to require Government approval
In the case of a public company or a private company which is a subsidiary of a public company, an amendment of any provision relating to the appointment or ...
269Appointment of managing or whole-time director or manager to require Government approval only in certain cases
(1) On and from the commencement of the Companies (Amendment) Act, 1988, every public company, or a private company which is a subsidiary of a public company...
share qualification
270Time within which share qualification is to be obtained and maximum amount thereof
(1) Without prejudice to the restrictions imposed by section 266, it shall be the duty of every director who is required by the articles of the company to ho...
271[Omitted]
272Penalty
If, after the expiry of the said period of two months, any person acts as a director of the company when he does not hold the qualification shares referred t...
273Saving
Sections 270 and 272 shall not apply to a private company, unless it is a subsidiary of a public company....
Disqualifications of Directors
274Disqualifications of directors
(1) A person shall not be capable of being appointed director of a company, if  (a) he has been found to be of unsound mind by a Court of competent jurisdict...
Restrictions on number of Directorship
275No person to be a director of more than twenty companies
After the commencement of this Act, no person shall, save as otherwise provided in section 276, hold office at the same time as director in more than fifteen...
276Choice to be made by director of more than twenty companies at commencement of Act
(1) Any person holding office as director in more than fifteen companies immediately before the commencement of the Companies (Amendment) Act, 2000 shall, wi...
277Choice by person becoming director of more than twenty companies after commencement of Act
(1) Where a person already holding the office of director in fifteen companies is appointed, after the commencement of the Companies (Amendment) Act, 2000 as...
278Exclusion of certain directorships for the purposes of sections 275, 276 and 2
(1) In calculating, for the purposes of sections 275, 276 and 277, the number of companies of which a person may be a director, the following companies shall...
279Penalty
Any person who holds office, or acts, as a director of more than fifteen companies in contravention of the foregoing provisions shall be punishable with fine...
Retiring Age of Directors
280[Omitted]
281[Omitted]
282[Omitted]
Vacation of Office by Directors
283Vacation of office by directors
(1) The office of a director shall become vacant if : (a) he fails to obtain within the time specified in sub-section (1) of section 270, or at any time ther...
284Removal of directors
(1) A company may, by ordinary resolution, remove a director (not being a director appointed by the Central Government in pursuance of section 408) before th...
Meeting of Board
285Board to meet at least once in every three calendar months
In the case of every company, a meeting of its Board of directors shall be held at least once in every three months and at least four such meetings shall be ...
286Notice of meetings
(1) Notice of every meeting of the Board of directors of a company shall be given in writing to every director for the time being in India, and at his usual ...
287Quorum for meetings
(1) In this section : (a) "total strength" means the total strength of the Board of directors of a company as determined in pursuance of this Act, after dedu...
288Procedure where meeting adjourned for want of quorum
(1) If a meeting of the Board could not be held for want of quorum, then, unless the articles otherwise provide, the meeting shall automatically stand adjour...
289Passing of resolutions by circulation
No resolution shall be deemed to have been duly passed by the Board or by a committee thereof by circulation, unless the resolution has been circulated in dr...
290Validity of acts of directors
Sec 290 - Validity of acts of directors. Acts done by a person as a director shall be valid, notwithstanding that it may afterwards be discovered that his appo...
Board's Powers and Restrictions thereon
291General powers of Board
Sec 291- General powers of Board. (1) Subject to the provisions of this Act, the Board of directors of a company shall be entitled to exercise all such powers,...
292Certain powers to be exercised by Board only at meeting
Sec 292 - Certain powers to be exercised by Board only at meeting. (1) The Board of directors of a company shall exercise the following powers on behalf of th...
292AAudit Committee
Sec 292A - Audit Committee (1) Every Public Company having paid-up capital of not less than five crores of rupees shall constitute a committee of the Board kn...
293Restrictions on powers of Board
Sec 293 - Restrictions on powers of Board. (1) The Board of directors of a public company, or of a private company which is a subsidiary of a public company, ...
Political contributions
293AProhibitions and restrictions regarding political contributions
Sec 293A - Prohibitions and restrictions regarding political contributions. (1) Notwithstanding anything contained in any other provision of this Act, (a) no ...
293BPower of Board and other persons to make contributions to the National Defense Fund, etc
1.     The Board of directors of any company or any person or authority exercising the powers of the Board of directors of a company, or of the company in ge...
Appointment of Sole Selling Agents
294Appointment of sole selling agents to require approval of company in general meeting
Sec 294 - Appointment of sole selling agents to require approval of company in general meeting. (1) No company shall, after the commencement of the Companies ...
294AProhibition of payment of compensation to sole selling agents for loss of office in certain cases
(1) A company shall not pay or be liable to pay to its sole selling agent any compensation for the loss of his office in the following cases: (a) where the a...
294AAPower of Central Government to prohibit the appointment of sole selling agents in certain cases
(1) Where the Central Government is of opinion that the demand for goods of any category, to be specified by that Government, is substantially in excess of t...
295Loans to directors, etc
(1) Save as otherwise provided in sub-section (2), no company (hereinafter in this section referred to as "the lending company") without obtaining the previo...
296Application of section 295 to book debts in certain cases
Section 295 shall apply to any transaction represented by a book debt which was from its inception in the nature of a loan or an advance....
297Board's sanction to be required for certain contracts in which particular directors are interested
(1) Except with the consent of the Board of directors of a company, a director of the company or his relative, a firm in which such a director or relative is...
298[Omitted]
Procedure, etc. where Director interested
299Disclosure of interests by director
(1) Every director of a company who is in any way, whether directly, or indirectly, concerned or interested in a contract or arrangement, or proposed contrac...
300Interested director not to participate or vote in Board's proceedings
Sec 300 - Interested director not to participate or vote in Board's proceedings. (1) No director of a company shall, as a director, take any part in the discu...
301Register of contracts, companies and firms in which directors are interested
Sec 301   - Register of contracts, companies and firms in which directors are interested. (1) Every company shall keep one or more registers in which shall be...
302Disclosure to members of director's interest in contract appointing manager, managing director
Sec 302 - Disclosure to members of director's interest in contract appointing manager, managing director. (1) Where a company (a) enters into a contract for th...
Register of Directors, etc.
303Register of directors etc
(1) Every company shall keep at its registered office a register of its directors, managing director, manager and secretary, containing with respect to each ...
304Inspection of the register
Sec 304 - Inspection of the register. (1) The register kept under section 303 shall be open to the inspection of any member of the company without charge and o...
305Duty of directors, etc., to make disclosure
Sec 305 - Duty of directors, etc., to make disclosure. (1) Every director, managing director, manager or secretary of any company, who is appointed to, or reli...
306Register to be kept by Registrar and inspection thereof
Sec 306 - Register to be kept by Registrar and inspection thereof. (1) The Registrar shall keep a separate register or registers in which there shall be enter...
Register of Director' shareholdings
307Register of directors' shareholdings, etc
Sec 307 - Register of directors' shareholdings, etc. (1) Every company shall keep a register showing, as respects each director of the company, the number, des...
308Duty of directors and persons deemed to be directors to make disclosure of shareholdings
Sec 308 - Duty of directors and persons deemed to be directors to make disclosure of shareholdings. (1) Every director of a company, and every person deemed t...
Remuneration of Directors
309Remuneration of directors
Sec 309 - Remuneration of directors. (1) The remuneration payable to the directors of a company, including any managing or whole-time director, shall be deter...
310Provisions for increase in remuneration to require Government sanction
Sec 310 - Provisions for increase in remuneration to require Government sanction. In the case of a public company, or a private company, which is a subsidiary...
311Increase in remuneration of managing director on re-appointment or appointment after Act to require Government sanction
Sec 311 - Increase in remuneration of managing director on re-appointment or appointment after Act to require Government sanction. In the case of a public com...
Miscellaneous Provisions
312Prohibition of assignment of office by director
Sec 312 - Prohibition of assignment of office by director.Any assignment of his office made after the commencement of this Act by any director of a company sha...
313Appointment and term of office of alternate directors
(1) The Board of directors of a company may, if so authorized by its articles or by a resolution passed by the company in general meeting, appoint an alterna...
314Director, etc., not to hold office or place of profit
(1) Except with the consent of the company accorded by a special resolution, (a) no director of a company shall hold any office or place of profit, and(b) no...
315[Omitted]
Restrictions on Appointment of Managing Directors
316Number of companies of which one person may be appointed managing director
Sec 316     -     Number of companies of which one person may be appointed managing director. (1) No public company and no private company which is a subsidi...
317Managing director not to be appointed for more than five years at a time
Sec 317 - Managing director not to be appointed for more than five years at a time. (1) No company shall, after the commencement of this Act, appoint or emplo...
Compensation for Loss of Office
318Compensation for loss of office not permissible except to managing or whole-time directors or to directors who are managers
Sec 318 - Compensation for loss of office not permissible except to managing or whole-time directors or to directors who are managers. (1) Payment may be made ...
319Payment to director, etc., for loss of office, etc., in connection with transfer of undertaking or property
(1) No director of a company shall, in connection with the transfer of the whole or any part of any undertaking or property of the company, receive any payme...
320Payment to director for loss of office, etc., in connection with transfer of shares
Sec 320 - Payment to director for loss of office, etc., in connection with transfer of shares. (1) No director of a company shall, in connection with the tran...
321Provisions supplementary to sections 318, 319 and 320
Sec 321- Provisions supplementary to sections 318, 319 and 320. (1) Where in proceedings for the recovery of any payments as having, by virtue of sub-section,...
Directors with unlimited liability
322Directors, etc., with unlimited liability in limited company
Sec 322 - Directors, etc., with unlimited liability in limited company. (1) In a limited company, the liability of the directors or of any director or manager...
323Special resolution of limited company making liability of directors, etc., unlimited
Sec 323 - Special resolution of limited company making liability of directors, etc., unlimited. (1) A limited company may, if so authorized by its articles, b...
Chapter IIIManaging Agents
Prohibition of appointment of managing agent in certain cases
324[Omitted]
324A[Omitted]
325[Omitted]
Appointment and term of office
325A[Omitted]
326[Omitted]
327[Omitted]
328[Omitted]
Variation of Managing agency agreement
329[Omitted]
Special provisions regarding existing managing agent
330[Omitted]
331[Omitted]
Restrictions on number of managing agencies
332[Omitted]
Right to charge on assets
333[Omitted]
Vacation of office, removed and resignation
334[Omitted]
335[Omitted]
336[Omitted]
337[Omitted]
338[Omitted]
339[Omitted]
340[Omitted]
341[Omitted]
342[Omitted]
Transfer of, and succession to, office
343[Omitted]
344[Omitted]
345[Omitted]
Changes in constitution of firms and corporations
346[Omitted]
347[Omitted]
Remuneration of managing agents
348[Omitted]
349Determination of net profits
Sec 349 - Determination of net profits. (1) In computing the net profits of a company in any financial year (a) credit shall be given for the sums specified i...
350Ascertainment of depreciation
Sec 350 - Ascertainment of depreciation. The amount of depreciation to be deducted in pursuance of clause (k) of sub-section (4) of section 349 shall be the am...
351[Omitted]
352[Omitted]
353[Omitted]
354[Omitted]
355Saving.
Appointments as selling and buying agents
356[Omitted]
357[Omitted]
358[Omitted]
359[Omitted]
360[Omitted]
361[Omitted]
362[Omitted]
363[Omitted]
Assignment of, or charge on, remuneration
364[Omitted]
Compensation for termination of office
365[Omitted]
366[Omitted]
Other rights and liabilities not affected on termination of office
367[Omitted]
Restrictions on powers
368[Omitted]
369[Omitted]
370Loans, etc., to companies under the same management
Sec 370 - Loans, etc., to companies under the same management. (1) No company (hereinafter in this section referred to as "the lending company") shall (a) mak...
370AProvisions as to certain loans which could not have been made if sections 369 and 370 were in force
Sec 370A - Provisions as to certain loans which could not have been made if sections 369 and 370 were in force. Where any loan made, guarantee given or securit...
371Penalty for contravention of section 369, 370 or 370A
Sec 371 - Penalty for contravention of section 369, 370 or 370A. (1) Every person who is a party to any contravention of  section 370 excluding sub-section (1...
372Purchase by company of shares, etc., of other companies
Sec 372 - Purchase by company of shares, etc., of other companies. (1) A company, whether by itself or together with its subsidiaries (hereafter in this secti...
372AInter-corporate loans and investments
Sec 372A - Inter-corporate loans and investments. (1) No company shall, directly or indirectly,- (a) make any loan to any other body corporate: (b) give any g...
373Investments made before commencement of Act
Sec 373 - Investments made before commencement of Act. Where any investments have been made by a company in any other body corporate in the same group at any t...
374Penalty for contravention of section 372 or 373
Sec 374 - Penalty for contravention of section 372 or 373. If default is made in complying with the provisions of section 372 excluding sub-sections (6) and (7...
375[Omitted]
376Condition prohibiting reconstruction or amalgamation of company except on continuance of managing agent, etc., to be void
Sec 376 - Condition prohibiting reconstruction or amalgamation of company  Where any provision in the memorandum or articles of a company, or in any resolutio...
377[Omitted]
Chapter IVA. Secretaries and Treasurers
378[Omitted]
379[Omitted]
380[Omitted]
381[Omitted]
382[Omitted]
383[Omitted]
383ACertain companies to have secretaries
Sec 383A - Certain companies to have secretaries. (1) Provided that every company not required to employ a whole-time secretary under sub-section (1) and havin...
B. Managers
384Firm or body corporate not to be appointed manager
Sec 384 - Firm or body corporate not to be appointed manager. No company shall, after the commencement of this Act, appoint or employ, or after the expiry of ...
385Certain persons not to be appointed managers
Sec 385 - Certain persons not to be appointed managers. (1) No company shall, after the commencement of this Act, appoint or employ, or continue the appointmen...
386Number of companies of which a person may be appointed manager
Sec 386 - Number of companies of which a person may be appointed manager. (1) No company shall, after the commencement of this Act, appoint or employ any pers...
387Remuneration of manager
Sec 387 - Remuneration of manager. The manager of a company may, subject to the provisions of section 198, receive remuneration either by way of a monthly paym...
388Application of sections 269, 310, 311, 312 and 317 to managers
Sec 388 - Application of sections 269, 310, 311, 312 and 317 to managers. The provisions of sections 269, 310, 311 and 317 shall apply in relation to the mana...
388ASections 386 to 388 not to apply to certain private companies
Sections 386, 387 and 388 shall not apply to a private company unless it is a subsidiary of a public company....
Chapter IV APowers of Central Government to remove managerial personnel from office on the recommendation of Company Law Board.
388BReference to Company Law Board of cases against managerial personnel
Sec 388B - Reference to Company Law Board of cases against managerial personnel. (1) Where in the opinion of the Central Government there are circumstances su...
388CInterim order by Company Law Board
Sec 388C - Interim order by Company Law Board. (1) Where during the pendency of a case before the Company Law Board it appears necessary to the Company Law Boa...
388DDecision of the Company Law Board
Sec 388D - Decision of the Company Law Board. At the conclusion of the hearing of the case, the Company Law Board shall record its decision stating therein spe...
388EPower of Central Government to remove managerial personnel on the basis of Company Law Board's decision
Sec 388E - Power of Central Government to remove managerial personnel on the basis of Company Law Board's decision. (1) Notwithstanding any other provision co...
Chapter VArbitration, Compromises, Arrangements and Reconstructions.
389Repealed by Act 65 of 1960
Repealed by the Companies (Amendment) Act, 1960 (65 of 1960) section 150.For the original section, refer Appendix I. ...
390Interpretation of sections 391 and 393
Sec 390 - Interpretation of sections 391 and 393. In sections 391 and 393, (a) the expression "company" means any company liable to be wound up under this Act ...
391Power to compromise or make arrangements with creditors and members
Sec 391 - Power to compromise or make arrangements with creditors and members. (1) Where a compromise or arrangement is proposed (a) between a company and its...
392Power of High Court to enforce compromises and arrangements
(1) Where a High Court makes an order under section 391 sanctioning a compromise or an arrangement in respect of a company, it (a) shall have power to supervi...
393Information as to compromises or arrangements with creditors and members
Sec 393 - Information as to compromises or arrangements with creditors and members. (1) Where a meeting of creditors or any class of creditors, or of members ...
394Provisions for facilitating reconstruction and amalgamation of companies
Sec 394 - Provisions for facilitating reconstruction and amalgamation of companies. (1) Where an application is made to the Court under section 391 for the sa...
394ANotice to be given to Central Government for applications under sections 391 and 394
Sec 394A - Notice to be given to Central Government for applications under sections 391 and 394. The Court shall give notice of every application made to it u...
395Power and duty to acquire shares of shareholders dissenting from sheme or contract approved by majority
Sec 395 - Power and duty to acquire shares of shareholders dissenting from scheme or contract approved by majority. (1) Where a scheme or contract involving th...
396Power of Central Government to provide for amalgamation of companies in national interest
Sec 396 - Power of Central Government to provide for amalgamation of companies in national interest. (1) Where the Central Government is satisfied that it is ...
396APreservation of books and papers of amalgamated company
Sec 396A - Preservation of books and papers of amalgamated company. The books and papers of a company which has been amalgamated with, or whose shares have be...
Chapter VIPrevention of Oppression and mismanagement
A-Powers of Company Law Board
397Application to Company Law Board for relief in cases of oppression
Sec 397 - Application to Company Law Board for relief in cases of oppression. (1) Any member of a company who complain that the affairs of the company are bei...
398Application to Company Law Board for relief in cases of mismanagement
Sec 398 - Application to Company Law Board for relief in cases of mismanagement. (1) Any members of a company who complain (a) that the affairs of the company ...
399Right to apply under sections 397 and 398
Sec 399 - Right to apply under sections 397 and 398. (1) The following members of a company shall have the right to apply under section 397 or 398 : (a) in the...
400Notice to be given to Central Government of applications under sections 397 and 398
The Company Law Board shall give notice of every application made to it under section 397 or 398 to the Central Government, and shall take into consideration...
401Right of Central Government to apply under sections 397 and 398
The Central Government may itself apply to the Company Law Board for an order under section 397 or 398, or cause an application to be made to the Company Law...
402Powers of Company Law Board on application under section 397 or 398
Without prejudice to the generality of the powers of the Company Law Board under section 397 or 398, any order under either section may provide for (a) the r...
403Interim order by Company Law Board
Pending the making by it of a final order under section 397 or 398, as the case may be, the Company Law Board may, on the application of any party to the pro...
404Effect of alteration of memorandum or articles of company by order under section 397 or 398
(1) Where an order under section 397 or 398 makes any alteration in the memorandum or articles of a company, then, notwithstanding any other provision of thi...
405Addition of respondents to application under section 397 or 398
If the managing director or any other director or the manager, of a company, or any other person, who has not been impleaded as a respondent to any applicati...
406Application of sections 539 to 544 to proceedings under sections 397 and 398
In relation to an application under section 397 or 398, sections 539 to 544, both inclusive, shall apply in the form set forth in Schedule XI....
407Consequences of termination or modification of certain agreements
(1) Where an order made under section 397 or 398 terminates, sets aside, or modifies an agreement such as is referred to in clause (d) or (e) of section 402,...
B-Powers of Central Government
408Powers of Government to prevent oppression or mismanagement
(1) Notwithstanding anything contained in this Act, the Central Government may appoint such number of persons as the Company Law Board may, by order in writi...
409Power of Company Law Board to prevent change in Board of directors likely to affect company prejudiciall
(1) Where a complaint is made to the Company Law Board by the managing director or any other director or the manager, of a company that as a result of a chan...
Chapter VIIConstitution and Powers of Advisory Committee
410Appointment of Advisory Committee
For the purpose of advising the Central Government and the Company Law Board on such matters arising out of the administration of this Act as may be referred...
411[Omitted]
412[Omitted]
413[Omitted]
414[Omitted]
415[Omitted]
Chapter VIIIConstitution and Powers of Advisory Committee
Contracts where Company is undisclosed Principal
416Contracts by agents of company in which company is undisclosed principal. Employees' Securities and Provident Funds
(1) Every person, being the manager or other agent of a public company or of a private company which is a subsidiary of a public company, who enters into a c...
417Employees' securities to be deposited in post office savings bank or scheduled Bank
(1) Any money or security deposited with a company by any of its employee in pursuance of his contract of service with the company shall be kept or deposited...
418Provisions applicable to provident funds of employees
(1) Where a provident fund has been constituted by a company for its employees or any class of its employees, all moneys contributed to such fund (whether by...
419Right of employee to see bank's receipt for moneys or securities referred to in section 417 or 418
An employee shall be entitled, on request made in this behalf to the company, or to the trustees referred to in sub-section (4) of section 418, as the case m...
420Penalty for contravention of sections 417, 418 and 419
Sec 420 - Penalty for contravention of Sections 417, 418 and 419. Any officer of a company, or any such trustee of a provident fund as is referred to in sub-s...
Receivers and Managers
421Filing of accounts of receivers
Sec 421- Filing of accounts of receivers. Every receiver of the property of a company who has been appointed under a power conferred by any instrument and who ...
422Invoices, etc., to refer to receiver where there is one
Sec 422 - Invoices, etc. to refer to receiver where there is one. Where a receiver of the property of a company has been appointed, every invoice, order for g...
423Penalty for non-compliance with sections 421 and 422
Sec 423 - Penalty for non-compliance with sections 421 and 422. If default is made in complying with the requirements of section 421 or 422, the company, and ...
424Application of sections 421 to 423 to receivers and managers appointed by Court and managers appointed in pursuance of an instrument
Sec 424 - Application of sections 421 to 423 to receivers and managers appointed by Court and managers appointed in pursuance of an instrument. The provisions...
Part VIIWinding Up
Chapter IPreliminary
Modes of Winding up
425Modes of winding up
Sec 425 - Modes of winding up. (1) The winding up of a company may be either - (a) by the Court ; or(b) voluntary ; or(c) subject to the supervision of the Cou...
Contributories
426Liability as contributories of present and past members
Sec 426     -     Liability as contributories of present and past members. (1) In the event of a company being wound up, every present and past member shall b...
427Obligations of directors and managers whose liability is unlimited
Sec 427 - Obligations of directors and managers whose liability is unlimited. In the winding up of a limited company, any director, or manager, whether past o...
428Definition ofcontributory
Sec 428 - Definition of "contributory". The term "contributory" means every person liable to contribute to the assets of a company in the event of its being wo...
429Nature of liability of contributory
Sec 429 - Nature of liability of contributory. (1) The liability of a contributory shall create a debt accruing due from him at the time when his liability com...
430Contributories in case of death of member
Sec 430 - Contributories in case of death of member. (1) If a contributory dies either before or after he has been placed on the list of contributories, his l...
431Contributories in case of insolvency of member
Sec 431 - Contributories in case of insolvency of member. If a contributory is adjudged insolvent, either before or after he has been placed on the list of con...
432Contributories in case of winding up of a body corporate which is a member
Sec 432 - Contributories in case of winding up of a body corporate which is a member. If a body corporate which is a contributory is ordered to be wound up, e...
Chapter IIWinding up by the Court
Cases in which Company may Wound up by the Court
433Circumstances in which company may be wound up by Court
Sec 433 - Circumstances in which company may be wound up by Court. A company may be wound up by the Court, (a) if the company has, by special resolution, reso...
434Company when deemed unable to pay its debts
Sec 434 - Company when deemed unable to pay its debts. (1) A company shall be deemed to be unable to pay its debts (a) if a creditor, by assignment or otherwis...
Transfer of Proceedings
435Transfer of winding up proceedings to District Court
Sec 435 - Transfer of winding up proceedings to District Court. Where a High Court makes an order for winding up a company under this Act, the High Court may,...
436Withdrawal and transfer of winding up from one District Court to another
Sec 436 - Withdrawal and transfer of winding up from one District Court to another. If during the progress of a winding up in a District Court, it appears to ...
437Power of High Court to retain winding up proceedings in District Court
Sec 437 - Power of High Court to retain winding up proceedings in District Court. The High Court may direct that a District Court in which proceedings for win...
438Jurisdiction of High Court under sections 435, 436 and 437 to be exercised at any time and at any stage
Sec 438 - Jurisdiction of High Court under sections 435, 436 and 437 to be exercised at any time and at any stage. The High Court shall have jurisdiction to pa...
Petition for Winding up
439Provisions as to applications for winding up
Sec 439 - Provisions as to applications for winding up. (1) An application to the Court for the winding up of a company shall be by petition presented, subject...
440Right to present winding up petition where company is being wound up voluntarily or subject to Courts supervision
Sec 440 - Right to present winding up petition where company is being wound up voluntarily or subject to Courts supervision. (1) Where a company is being wound...
Commencement of Winding up
441Commencement of winding up by Court
Sec 441 - Commencement of winding up by Court. (1) Where, before the presentation of a petition for the winding up of a company by the Court, a resolution has ...
Powers of Court
442Power of Court to stay or restrain proceedings against company
Sec 442 - Power of Court to stay or restrain proceedings against company. At any time after the presentation of a winding up petition and before a winding up ...
443Powers of Court on hearing petition
Sec 443 - Powers of Court on hearing petition. (1) On hearing a winding up petition, the Court may (a) dismiss it, with or without costs ; or(b) adjourn the he...
Consequences of Winding up Order
444Order for winding up to be communicated to Official Liquidator and Registrar
Sec 444 - Order for winding up to be communicated to Official Liquidator and Registrar. Where the Court makes an order for the winding up of a company, the Co...
445Copy of winding up order to be filed with Registrar
Sec 445 - Copy of winding up order to be filed with Registrar. (1) On the making of a winding up order, it shall be the duty of the petitioner in the winding ...
446Suits stayed on winding up order
Sec 446 - Suits stayed on winding up order. (1) When a winding up order has been made or the Official Liquidator has been appointed as provisional liquidator, ...
447Effect of winding up order
An order for winding up a company shall operate in favor of all the creditors and of all the contributories of the company as if it had been made out on the ...
448Appointment of Official Liquidator
Sec 448 - Appointment of Official Liquidator. (1) For the purposes of this Act, so far as it relates to the winding up of companies by the Court, (a) there sha...
449Official Liquidator to be liquidator
Sec 449 - Official Liquidator to be liquidator. On a winding up order being made in respect of a company, the Official Liquidator shall, by virtue of his offic...
450Appointment and powers of provisional liquidator
Sec 450 - Appointment and powers of provisional liquidator. (1) At any time after the presentation of a winding up petition and before the making of a winding...
451General provisions as to liquidators
Sec 451- General provisions as to liquidators. (1) The liquidator shall conduct the proceedings in winding up the company and perform such duties in reference ...
452Style, etc., of liquidator
Sec 452 - Style, etc. of liquidator. A liquidator shall be described by the style of " The Official Liquidator " of the particular company in respect of which ...
453Receiver not to be appointed of assets with liquidator
Sec 453 - Receiver not to be appointed of assets with liquidator. A receiver shall not be appointed of assets in the hands of a liquidator except by, or with ...
454Statement of affairs to be made to Official Liquidator
Sec 454 - Statement of affairs to be made to Official Liquidator. (1) Where the Court has made a winding up order or appointed the Official Liquidator as prov...
455Report by Official Liquidator
Sec 455 - Report by Official Liquidator. (1) In a case where a winding up order is made, the Official Liquidator shall, as soon as practicable after receipt of...
456Custody of company's property
Sec 456 - Custody of company's property. (1) Where a winding up order has been made or where a provisional liquidator has been appointed, the liquidator or the...
457Powers of liquidator
Sec 457 - Powers of liquidator. (1) The liquidator in a winding up by the Court shall have power, with the sanction of the Court,-(a) to institute or defend an...
458Discretion of liquidator
Sec 458 - Discretion of liquidator. The Court may, by order, provide that the liquidator may exercise any of the powers referred to in sub-section (1) of secti...
458AExclusion of certain time in computing periods of limitation
Sec 458A - Exclusion of certain time in computing periods of limitation. Notwithstanding anything in the Indian Limitation Act, 1908 (9 of 1908) or in any oth...
459Provision for legal assistance to liquidator
Sec 459 - Provision for legal assistance to liquidator. The liquidator may, with the sanction of the Court, appoint an advocate, attorney or pleader entitled t...
460Exercise and control of liquidator's powers
Sec 460 - Exercise and control of liquidator's powers. (1) Subject to the provisions of this Act, the liquidator shall, in the administration of the assets of ...
461Books to be kept by liquidator
Sec 461 - Books to be kept by liquidator. (1) The liquidator shall keep, in the manner prescribed, proper books in which he shall cause entries or minutes to b...
462Audit of liquidator's accounts
Sec 462 - Audit of liquidator's accounts. (1) The liquidator shall, at such times as may be prescribed but not less than twice in each year during his tenure o...
463Control of Central Government over liquidators
(1) The Central Government shall take cognizance of the conduct of liquidators of companies which are being wound up by the Court, and, if a liquidator does n...
Committee of Inspection
464Appointment and composition of committee of inspection
(1)(a) The Court may, at the time of making an order for the winding up of a company or at any time thereafter, direct that there shall be appointed a committ...
465Constitution and proceedings of committee of inspection
(1) A committee of inspection appointed in pursuance of section 464 shall consist of not more than twelve members, being creditors and contributories of the c...
General Powers of Court in case of Winding up by Court
466Power of Court to stay winding up
(1) The Court may at any time after making a winding up order, on the application either of the Official Liquidator or of any creditor or contributory, and on...
467Settlement of list of contributories and application of assets
(1) As soon as may be after making a winding up order, the Court shall settle a list of contributories, with power to rectify the register of members in all c...
468Delivery of property to liquidator
The Court may, at any time after making a winding up order, require any contributory for the time being on the list of contributories, and any trustee, receiv...
469Payment of debts due by contributory and extent of set-off
(1) The Court may, at any time after making a winding up order, make an order on any contributory for the time being on the list of contributories to pay, in ...
470Power of Court to make calls
(1) The Court may, at any time after making a winding up order, and either before or after it has ascertained the sufficiency of the assets of the company, (a...
471Payment into bank of moneys due to company
(1) The Court may order any contributory, purchaser or other persons from whom any money is due to the company to pay the money into the public account of Ind...
472Moneys and securities paid into Bank to be subject to order of Court
All moneys, bills, hundis, notes and other securities paid or delivered into the Reserve Bank of India in the course of the winding up of a company by the Cou...
473Order on contributory to be conclusive evidence
(1) An order made by the Court on a contributory shall, subject to any right of appeal, be conclusive evidence that the money, if any, thereby appearing to be...
474Power to exclude creditors not proving in time
The Court may fix a time or times within which creditors are to prove their debts or claims, or to be excluded from the benefit of any distribution made befor...
475Adjustment of rights of contributories
The Court shall adjust the rights of the contributories among themselves and distribute any surplus among the persons entitled thereto....
476Power to order costs
The Court may, in the event of the assets being insufficient to satisfy the liabilities, make an order for the payment out of the assets, of the costs, charge...
477Power to summon persons suspected of having property of company, etc
(1) The Court may, at any time after the appointment of a provisional liquidator or the making of a winding up order, summon before it any officer of the comp...
478Power to order public examination of promoters, directors, etc
(1) When an order has been made for winding up a company by the Court, and the Official Liquidator has made a report to the Court under this Act, stating tha...
479Power to arrest absconding contributory
Sec 479 - Power to arrest absconding contributory. At any time either before or after making a winding up order, the Court may, on proof of probable cause for ...
480Saving of existing powers of Court
Sec 480 - Saving of existing powers of Court. Any powers conferred on the Court by this Act shall be in addition to, and not in derogation of, any existing pow...
481Dissolution of company
Sec 481- Dissolution of company. (1) When the affairs of a company have been completely wound up or when the Court is of the opinion that the liquidator canno...
Enforcement of and Appeal from Orders
482Order made in any Court to be enforced by other Courts
Sec 482 - Order made in any Court to be enforced by other Courts. Any order made by a Court for, or in the course of, winding up a company shall be enforceabl...
483Appeals from orders
Sec 483 - Appeals from orders. Appeals from any order made, or decision given, in the matter of the winding up of a company by the Court shall lie to the same ...
Chapter IIIVoluntary Winding up
Resolutions for, and commencement of, voluntary winding up
484Circumstances in which company may be wound up voluntarily
Sec 484 - Circumstances in which company may be wound up voluntarily. (1) A company may be wound up voluntarily(a) when the period, if any, fixed for the dura...
485Publication of resolution to wind up voluntarily
Sec 485 - Publication of resolution to wind up voluntarily. (1) When a company has passed a resolution for voluntary winding up, it shall, within fourteen day...
486Commencement of voluntary winding up
Sec 486 - Commencement of voluntary winding up. A voluntary winding up shall be deemed to commence at the time when the resolution for voluntary winding up is ...
Consequences of Voluntary Winding up
487Effect of voluntary winding up on status of company
Sec 487 - Effect of voluntary winding up on status of company. In the case of a voluntary winding up, the company shall, from the commencement of the winding ...
Declaration of Solvency
488Declaration of solvency in case of proposal to wind up voluntarily
Sec 488 - Declaration of solvency in case of proposal to wind up voluntarily. (1) Where it is proposed to wind up a company voluntarily, its directors, or in ...
Provisions applicable to a members' voluntary Winding up
489Provisions applicable to a members' voluntary winding up
Sec 489 - Provisions applicable to a members' voluntary winding up. The provisions contained in sections 490 to 498, both inclusive, shall subject to the prov...
490Power of company to appoint and fix remuneration of liquidators
Sec 490 - Power of company to appoint and fix remuneration of liquidators. (1) The company in general meeting shall - (a) appoint one or more liquidators for t...
491Board's powers to cease on appointment of a liquidator
Sec 491- Board's powers to cease on appointment of a liquidator. On the appointment of a liquidator, all the powers of the Board of directors and of the manag...
492Power to fill vacancy in office of liquidator
Sec 492 - Power to fill vacancy in office of liquidator. (1) If a vacancy occurs by death, resignation or otherwise in the office of any liquidator appointed b...
493Notice of appointment of liquidator to be given to Registrar
Sec 493 - Notice of appointment of liquidator to be given to Registrar. (1) The company shall give notice to the Registrar of the appointment of a liquidator ...
494Power of liquidator to accept shares, etc., as consideration for sale of property of company
Sec 494 - Power of liquidator to accept shares, etc. as consideration for sale of property of company. (1) Where (a) a company (in this section called " the t...
495Duty of liquidator to call creditors' meeting in case of insolvency
Sec 495 - Duty of liquidator to call creditors' meeting in case of insolvency. (1) If, in the case of a winding up commenced after the commencement of this Ac...
496Duty of liquidator to call general meeting at the end of each year
Sec 496 - Duty of liquidator to call general meeting at the end of each year. (1) Subject to the provisions of section 498, in the event of the winding up con...
497Final meeting and dissolution
Sec 497 - Final meeting and dissolution. (1) Subject to the provisions of section 498, as soon as the affairs of the company are fully wound up, the liquidator...
498Alternative provisions as to annual and final meetings in case of insolvency
Sec 498 - Alternative provisions as to annual and final meetings in case of insolvency. Where section 495 has effect, sections 508 and 509 shall apply to the ...
Provisions applicable to a creditor's voluntary winding up
499Provisions applicable to a creditor's voluntary winding up
Sec 499 - Provisions applicable to a creditor's voluntary winding up. The provisions contained in sections 500 to 509, both inclusive, shall apply in relation...
500Meeting of creditors
Sec 500 - Meeting of creditors. (1) The company shall cause a meeting of the creditors of the company to be called for the day, or the day next following the ...
501Notice of resolutions passed by creditors' meeting to be given to Registrar
(1) Notice of any resolution passed at a creditors' meeting in pursuance of section 500 shall be given by the company to the Registrar within ten days of the ...
502Appointment of liquidator
(1) The creditors and the company at their respective meetings mentioned in section 500 may nominate a person to be liquidator for the purpose of winding up t...
503Appointment of committee of inspection
(1) The creditors at the meeting to be held in pursuance of section 500 or at any subsequent meeting may, if they think fit, appoint a committee of inspection...
504Fixing of liquidators' remuneration
(1) The committee of inspection, or if there is no such committee, the creditors, may fix the remuneration to be paid to the liquidator or liquidators.(2) Whe...
505Board's powers to cease on appointment of liquidator
On the appointment of a liquidator, all the powers of the Board of directors shall cease, except in so far as the committee of inspection, or if there is no s...
506Power to fill vacancy in office of liquidator
If a vacancy occurs by death, resignation or otherwise, in the office of a liquidator (other than a liquidator appointed by, or by the direction of, the Court...
507Application of section 494 to a creditors' voluntary winding up
The provisions of section 494 shall apply in the case of a creditors' voluntary winding up as in the case of a members' voluntary winding up, with the modific...
508Duty of liquidator to call meetings of company and of creditors at end of each year
(1) In the event of the winding up continuing for more than one year, the liquidator shall (a) call a general meeting of the company and a meeting of the cred...
509Final meeting and dissolution
(1) As soon as the affairs of the company are fully wound up, the liquidator shall (a) make up an account of the winding up, showing how the winding up has be...
Provisions applicable to every voluntary winding up
510Provisions applicable to every voluntary winding up
The provisions contained in sections 511 to 521, both inclusive, shall apply to every voluntary winding up, whether a members' or a creditors' winding up....
511Distribution of property of company
Subject to the provisions of this Act as to preferential payments, the assets of a company, shall, on its winding up, be applied in satisfaction of its liabil...
511AApplication of section 454 to voluntary winding up
The provisions of section 454 shall, so far as may be, apply to every voluntary winding up as they apply to the winding up by the Court except that references...
512Powers and duties of liquidator in voluntary winding up
(1) The liquidator may, (a) in the case of a members' voluntary winding up, with the sanction of a special resolution of the company, and in the case of a cre...
513Body corporate not to be appointed as liquidator
(1) A body corporate shall not be qualified for appointment as liquidator of a company in a voluntary winding up.(2) Any appointment made in contravention of ...
514Corrupt inducement affecting appointment as liquidator
Any person who gives, or agrees or offers to give, to any member or creditor of a company any gratification whatever with a view to (a) securing his own appoin...
515Power of Court to appoint and remove liquidator in voluntary winding up
(1) If from any cause whatever, there is no liquidator acting, the Court may appoint the Official Liquidator or any other person as a liquidator.(2) The Court...
516Notice by liquidator of his appointment
(1) The liquidator shall, within thirty days after his appointment publish in the Official Gazette, and deliver to the Registrar for registration, a notice of...
517Arrangement when binding on company and creditors
(1) Any arrangement entered into between a company about to be, or in the course of being, wound up and its creditors shall, subject to the right of appeal un...
518Power to apply to Court to have questions determined or powers exercised
(1) The liquidator or any contributory or creditor may apply to the Court (a) to determine any question arising in the winding up of a company ; or(b) to exer...
519Application of liquidator to Court for public examination of promoters, directors, etc
(1) The liquidator may make a report to the Court stating that in his opinion a fraud has been committed by any person in the promotion or formation of the co...
520Costs of voluntary winding up
All costs, charges and expenses properly incurred in the winding up, including the remuneration of the liquidator, shall, subject to the rights of secured cre...
521Repealed by Act 65 of 1960
OMITTED BY THE COMPANIES (AMENDEMENT) ACT, 1960.OMITTED BY THE COMPANIES (AMENDEMENT) ACT, 1960....
Chapter IVWinding subject to supervision of Court
522Power to order winding up subject to supervision
At any time after a company has passed a resolution for voluntary winding up, the Court may make an order that the voluntary winding up shall continue, but su...
523Effect of petition for winding up subject to supervision
A petition for the continuance of a voluntary winding up subject to the supervision of the Court shall, for the purpose of giving jurisdiction to the Court ov...
524Power of Court to appoint or remove liquidators
(1) Where an order is made for a winding up subject to supervision, the Court may, by that or any subsequent order, appoint an additional liquidator or liquid...
525Powers and obligations of liquidator appointed by court
A liquidator appointed by the Court under section 524 shall have the same powers, be subject to the same obligations, and in all respects stand in the same po...
526Effect of supervision order
(1) Where an order is made for a winding up subject to supervision, the liquidator may, subject to any restrictions imposed by the Court, exercise all his pow...
527Appointment in certain cases of voluntary liquidators to office of liquidators
Where an order has been made for winding up a company subject to supervision, and an order is afterwards made for winding up by the Court, the Court may, by ...
Chapter VProvision applicable to every mode of winding up
Proof and ranking of claims
528Debts of all descriptions to be admitted to proof
In every winding up (subject, in the case of insolvent companies, to the application in accordance with the provisions of this Act of the law of insolvency), ...
529Application of insolvency rules in winding up of insolvent companies
(1) In the winding up of an insolvent company, the same rules shall prevail and be observed with regard to (a) debts provable ;(b) the valuation of annuities a...
529AOverriding preferential payments
(1) Notwithstanding anything contained in any other provision of this Act or any other law for the time being in force, in the winding up of a company, (a) wo...
530Preferential payments
(1) In a winding up, subject to the provisions of section 529A, there shall be paid in priority to all other debts (a) all revenues, taxes, cesses and rates du...
Effect of winding up Antecedent and other Transactions
531Fraudulent preference
(1) Any transfer of property, movable or immovable, delivery of goods, payment, execution or other act relating to property made, taken or done by or against ...
531AAvoidance of voluntary transfer
Any transfer of property, movable or immovable, or any delivery of goods, made by a company, not being a transfer or delivery made in the ordinary course of i...
532Transfers for benefit of all creditors to be void
Any transfer or assignment by a company of all its property to trustees for the benefit of all its creditors shall be void....
533Liabilities and rights of certain fraudulently preferred persons
(1) Where, in the case of a company which is being wound up, any thing made, taken or done after the commencement of this Act is invalid under section 531 as ...
534Effect of floating charge
Where a company is being wound-up, a floating charge on the undertaking or property of the company created within the twelve months immediately preceding the ...
535Disclaimer of onerous property in case of a company which is being wound up
(1) Where any part of the property of a company which is being wound up consists of (a) land of any tenure, burdened with onerous covenants ;(b) shares or sto...
536Avoidance of transfers, etc., after commencement of winding up
(1) In the case of a voluntary winding up, any transfer of shares in the company, not being a transfer made to or with the sanction of the liquidator, and any...
537Avoidance of certain attachments, executions, etc., in winding up by or subject to supervision of Court
(1) Where any company is being wound-up by or subject to the supervision of the Court (a) any attachment, distress or execution put in force, without leave of...
Offences antecedent to or in course of winding up
538Offences by officers of companies in liquidation
(1) If any person, being a past or present officer of a company which, at the time of the commission of the alleged offence, is being wound-up, whether by or ...
539Penalty for falsification of books
If with intent to defraud or deceive any person, any officer or contributory of a company which is being wound up (a) destroys, mutilates, alters, falsifies or...
540Penalty for frauds by officers
If any person, being at the time of the commission of the alleged offence an officer of a company which is subsequently ordered to be wound up by the Court or...
541Liability where proper accounts not kept
(1) Where a company is being wound up, if it is shown that proper books of accounts were not kept by the company throughout the period of two years immediatel...
542Liability for fraudulent conduct of business
(1) If in the course of the winding up of a company, it appears that any business of the company has been carried on, with intent to defraud creditors of the ...
543Power of Court to assess damages against delinquent directors, etc.
(1) If in the course of winding up a company, it appears that any person who has taken part in the promotion or formation of the company, or any past or prese...
544Liability under sections 542 and 543 to extend to partners or directors in firm or company
Where a declaration under section 542 or an order under section 543 is or may be made in respect of a firm or body corporate, the Court shall also have power ...
545Prosecution of delinquent officers and members of the company
(1) If it appears to the Court in the course of a winding up by, or subject to the supervision of, the Court, that any past or present officer, or any member,...
Miscellaneous provisions
546Liquidator to exercise certain powers subject to sanction
(1) The liquidator may (a) with the sanction of the Court, when the company is being wound up by or subject to the supervision of the Court ; and(b) with the s...
547Notification that a company is in liquidation
(1) Where a company is being wound up, whether by or under the supervision of the Court or voluntarily, every invoice, order for goods or business letter issu...
548Books and papers of company to be evidence
Where a company is being wound up, all books and papers of the company and of the liquidators shall, as between the contributories of the company, be prima fa...
549Inspection of books and papers by creditors and contributories
(1) At any time after the making of an order for the winding up of a company by or subject to the supervision of the Court, any creditor or contributory of th...
550Disposal of books and papers of company
(1) When the affairs of a company have been completely wound up and it is about to be dissolved, its books and papers and those of the liquidator may be dispo...
551Information as to pending liquidations
(1) If the winding up of a company is not concluded within one year after its commencement, the liquidator shall, unless he is exempted from so doing either w...
552Official Liquidator to make payments into the public account of India India
Every Official Liquidator shall, in such manner and at such times as may be prescribed, pay the moneys received by him as liquidator of any company, into the ...
553Voluntary liquidator to make payments into scheduled Bank
(1) Every liquidator of a company, not being an Official Liquidator, shall, in such manner and at such times as may be prescribed, pay the moneys received by ...
554Liquidator not to pay moneys into private banking account
Neither the Official Liquidator nor any other liquidator of a company shall pay any moneys received by him in his capacity as such into any private banking ac...
555Unpaid idends and undistributed assets to be paid into the Companies Liquidation Account
(1) Where any company is being wound up, if the liquidator has in his hands or under his control any money representing (a) dividends payable to any creditor w...
556Enforcement of duty of liquidator to make returns, etc
(1) If any liquidator who has made any default in filing, delivering or making any return, account or other document, or in giving any notice which he is by l...
Supplementary Powers of Court
557Meetings to ascertain wishes of creditors or contributories
(1) In all matters relating to the winding up of a company, the Court may (a) have regard to the wishes of creditors or contributories of the company, as prov...
558Court or person before whom affidavit may be sworn
(1) Any affidavit required to be sworn under the provisions, or for the purposes, of this Part may be sworn (a) in India, before any Court, Judge or person la...
Provision as to dissolution
559Power of Court to declare dissolution of company void
(1) Where a company has been dissolved, whether in pursuance of this Part or of section 394 or otherwise, the Court may at any time within two years of the da...
560Power of Registrar to strike defunct company off register
(1) Where the Registrar has reasonable cause to believe that a company is not carrying on business or in operation, he shall send to the company by post a let...
PART VIIIApplication Of Act To Companies Formed Or Registsered Under Previous Companies Laws
561Application of Act to companies formed and registered under previous companies laws
- This Act shall apply to existing companies as follows:- (a) in the case of a limited company other than a company limited by guarantee, this Act shall apply ...
562Application of Act to companies registered but not formed under previous companies laws
This Act shall apply to every company registered but not formed under any previous companies law in the same manner as it is in Part IX of this Act declared t...
563Application of Act to unlimited companies registered under previous companies laws
This Act shall apply to every unlimited company registered as a limited company in pursuance of any previous companies law, in the same manner as it applies t...
564Mode of transferring shares in the case of companies registered under Acts 19 of 1857 and 7 of 1860
A company registered under Act 19 of 1857 and Act 7 of 1860 or either of them may cause its shares to be transferred in the manner hitherto in use, or in such...
Part IXCompanies Autorised To Register Under This Act
565Companies capable of being registered
(1) With the exceptions and subject to the provisions contained in this section,- (a) any company consisting of seven or more members, which was in existence...
566Definition ofjoint-stock company
- (1) For the purposes of this Part, so far as it relates to the registration of companies as companies limited by shares, a joint-stock company means a comp...
567Requirements for registration of joint-stock companies
Before the registration in pursuance of this Part of a joint-stock company, there shall be delivered to the Registrar the following documents:- (a) a list sh...
568Requirements for registration of companies not being joint-stock companies
- Before the registration in pursuance of this Part of any company not being a joint-stock company, there shall be delivered to the Registrar the following d...
569Authentication of statements of existing companies
The lists of members and directors and any other particulars relating to the company required to be delivered to the Registrar shall be duly verified by the d...
570Power of Registrar to require evidence as to nature of company
The Registrar may require such evidence as he thinks necessary for the purpose of satisfying himself whether any company proposing to be registered is or is ...
571Notice to customers on registration of banking company with limited liability
- (1) Where a banking company which was in existence on the first day of May, 1882, proposes to register as a limited company under this Part, it shall, at le...
572Change of name for purposes of registration
Where the name of a company seeking registration under this Part is one which in the opinion of the Central Government is undesirable, the company may, with t...
573Addition ofLimited orPrivate Limited to name
When a company registers in pursuance of this Part with limited liability, the word "Limited" or the words "Private Limited", as the case may be, shall form, ...
574Certificate of registration of existing companies
On compliance with the requirements of this Part with respect to registration, and on payment of such fees, if any, as are payable under Schedule X, the Regis...
575Vesting of property on registration
All property, movable and immovable (including actionable claims) belonging to or vested in a company at the date of its registration in pursuance of this Pa...
576Saving for existing liabilities
The registration of a company in pursuance of this Part shall not affect its rights or liabilities in respect of any debt or obligation incurred, or any contr...
577Continuation of pending legal proceedings
All suits and other legal proceedings taken by or against the company, or any public officer or member thereof, which are pending at the time of the registrat...
578Effect of registration under Part
(1) When a company is registered in pursuance of this Part, sub-sections (2) to (7) shall apply.(2) All provisions contained in any Act of Parliament or other...
579Power to substitute memorandum and articles for deed of settlement
(1) Subject to the provisions of this section, a company registered in pursuance of this Part may, by special resolution, alter the form of its constitution b...
580Power of Court to stay or restrain proceedings
 The provisions of this Act with respect to staying and restraining suits and other legal proceedings against a company at any time after the presentation of ...
581Suits stayed on winding up order
Where an order has been made for winding up, or a provisional liquidator has been appointed for, a company registered in pursuance of this Part, no suit or o...
PartXWinding Up Of Unregistered Companies
582Meaning ofunregistered company
For the purposes of this Part, the expression "unregistered company"- (a) shall not include- (i) a railway company incorporated by any Act of Parliament or o...
583Winding up of unregistered companies
(1) Subject to the provisions of this Part, any unregistered company may be wound up under this Act, and all the provisions of this Act with respect to windi...
584Power to wind up foreign companies, although dissolved
Where a body corporate incorporated outside India which has been carrying on business in India, ceases to carry on business in India, it may be wound up as a...
585Contributories in winding up of unregistered company
(1) In the event of an unregistered company being wound up, every person shall be deemed to be a contributory, who is liable to pay, or contribute to the paym...
586Power to stay or restrain proceedings
The provisions of this Act with respect to staying and restraining suits and legal proceedings against a company at any time after the presentation of a petit...
587Suits, etc., stayed on winding up order
Where an order has been made for winding up an unregistered company, no suit or other legal proceeding shall be proceeded with or commenced against any contri...
588Directions as to property in certain cases
(1) If an unregistered company has no power to sue and be sued in a common name, or if for any reason it appears expedient, the Court may, by the winding up o...
589Provisions of Part cumulative
(1) The provisions of this Part with respect to unregistered companies shall be in addition to and not in derogation of, any provisions hereinbefore in this A...
590Saving and construction of enactments conferring power to wind up partnership, association or company in certain cases
Nothing in this Part shall affect the operation of any enactment which provides for any partnership, association or company being wound up, or being wound up...
Part XICompanies Incorporated Outside India
Provisions as to establishment of place of business in India
591Application of sections 592 to 602 to foreign companies
(1) Sections 592 to 602, both inclusive, shall apply to all foreign companies, that is to say, companies falling under the following two classes, namely:- (a)...
592Documents, etc., to be delivered to Registrar by foreign companies carrying on business in India
(1) Foreign companies which, after the commencement of this Act, establish a place of business within India shall, within thirty days of the establishment of ...
593Return to be delivered to Registrar by foreign company where documents, etc., altered
If any alteration is made or occurs in- (a) the charter, statutes, or memorandum and articles of a foreign company or other instrument constituting or defining...
594Accounts of foreign company
(1) Every foreign company shall, in every calendar year,- (a) make out a balance sheet and profit and loss account in such form, containing such particulars a...
595Obligation to state name of foreign company, whether limited, and country where incorporated
Every foreign company shall- (a) in every prospectus inviting subscriptions in India for its shares or debentures, state the country in which the company is i...
596Service on foreign company
Any process, notice, or other document required to be served on a foreign company shall be deemed to be sufficiently served, if addressed to any person whose ...
597Office where documents to be delivered
(1) Any document which any foreign company is required to deliver to the Registrar shall be delivered to the Registrar having jurisdiction over New Delhi, and...
598Penalties
If any foreign company fails to comply with any of the foregoing provisions of this Part, the company, and every officer or agent of the company who is in def...
599Company's failure to comply with Part not to affect its liability under contracts, etc
Any failure by a foreign company to comply with any of the foregoing provisions of this Part shall not affect the validity of any contract, dealing or transac...
600Registration of charges, appointment of receiver and books of account
Sec 600 - Registration of charges, appointment of receiver and books of account. (1) The provisions of Part V (sections 124 to 145) shall apply mutatis mutand...
601Fees for registration of documents under Part
There shall be paid to the Registrar for registering any document required by the foregoing provisions of this Part to be registered by him, such fees as may ...
602Interpretation of foregoing sections of Part
For the purposes of the foregoing provisions of this Part (a) the expression "certified" means certified in the prescribed manner to be a true copy or a correc...
Prospectuses
603Dating of prospectus and particulars to be contained therein
(1) No person shall issue, circulate or distribute in India any prospectus offering for subscription shares in or debentures of a company incorporated or to b...
604Provisions as to expert's consent and allotment
(1) No person shall issue, circulate or distribute in India any prospectus offering for subscription shares in or debentures of a company incorporated or to b...
605Registration of prospectus
(1) No person shall issue, circulate or distribute in India any prospectus offering for subscription shares in or debentures of a company incorporated or to b...
605AOffer of Indian Depository Receipts
Notwithstanding anything contained in any other law for the time being in force, the Central Government may make rules applicable for -(a)  the offer of Indian...
606Penalty for contravention of sections 603, 604 and 605
Any person who is knowingly responsible (a) for the issue, circulation or distribution of a prospectus; or(b) for the issue of a form of application for share...
607Civil liability for mis-statements in prospectu
Section 62 shall extend to every prospectus offering for subscription shares in or debentures of a company incorporated or to be incorporated outside India, w...
608Interpretation of provisions as to prospectuses
(1) Where any document by which any shares in, or debentures of, a company incorporated outside India are offered for sale to the public, would, if the compan...
Part XIIRegistration Offices And Officers And Fees
609Registration offices
(1) For the purposes of the registration of companies under this Act, there shall be offices at such places as the Central Government thinks fit.(2)The Centra...
610Inspection, production and evidence of documents kept by Registrar
(1) Save as otherwise provided elsewhere in this Act, any person may (a) inspect any documents kept by the Registrar, in accordance with the rules made under ...
610AAdmissibility of micro films, facsimile copies of documents, computer printouts and documents on computer media as documents and as evidence
(1) Notwithstanding anything contained in any other law for the time being in force, (a) a micro film of a document or the reproduction of the image or images...
611Fees in schedule-X to be paid
(1) In respect of the several matters mentioned in Schedule X, there shall, subject to the limitations imposed by that Schedule, be paid to the Registrar the ...
612Fees, etc., paid to Registrar and other officers to be accounted for to Central Government
All fees, charges, and other sums paid to any Registrar, and Additional, Joint, Deputy, or Assistant Registrar, or any other officer of the Central Government...
613Power of Central Government to reduce fees, charges, etc
(1) The Central Government may, by order notified in the Official Gazette, reduce the amount of any fee, charge or other sum specified in any provision contai...
614Enforcement of duty of company to make returns, etc., to Registrar
(1) If a company, having made default in complying with any provision of this Act which requires it to file or register with, or deliver or send to, the Regis...
614APower of Court trying offences under the Act to direct the filing of documents with Registrar
(1) Any Court trying an offence for a default in compliance with any provision of this Act which requires a company or its officers, to file or register with,...
Part XIIIGeneral
Collection of Information and Statistics from companies
615Power of Central Government to direct companies to furnish information or statistics
(1) The Central Government may, by order, require companies generally, or any class of companies, or any company, to furnish such information or statistics wi...
Application of Act to Companies Governed by Special Acts
616Application of Act to insurance, banking, electricity supply and other companies governed by special Acts
The provisions of this Act shall apply (a) to insurance companies, except in so far as the said provisions are inconsistent with the provisions of the Insuranc...
Application of Act to Government Companies
617Definition ofGovernment Company
For the purposes of this Act, Government company means any company in which not less than fifty-one per cent of the paid-up share capital is held by the Centr...
618[Omitted]
619Application of sections 224 to 233 to Government companies
(1) In the case of a Government company, the following provisions shall apply, notwithstanding anything contained in sections 224 to 233.(2) The auditor of a ...
619AAnnual reports on Government companies
(1) Where the Central Government is a member of a Government company, the Central Government shall cause an annual report on the working and affairs of that c...
619BProvisions of section 619 to apply to certain companies
The provisions of section 619 shall apply to a company in which not less than fifty-one per cent of the paid-up share capital is held by one or...
620Power to modify Act in relation to Government companies
(1) The Central Government may, by notification in the Official Gazette, direct that any of the provisions of this Act (other than sections 618, 619 and 619A)...
Modification of Act its Application to Nidhis and Mutual Benefits
620APower to modify Act in its application to Nidhis, etc
(1) In this section, " Nidhi " or " Mutual Benefit Society " means a company which the Central Government may, by notification in the Official Gazette, declar...
620BSpecial provisions as to companies in Goa, Daman and Diu
The Central Government may, by notification in the Official Gazette, direct that for such period or periods with effect from the 26th January, 1963 or any sub...
Special Provisions as to Companies in Jammu and Kashmir
620CSpecial provisions as to companies in Jammu and Kashmir
The Central Government may, by notification in the Official Gazette, direct that with effect from the commencement of the Central Laws (Extension to Jammu and...
Offences
621Offences against Act to be cognizable only on complaint by Registrar, shareholder or Government
(1) No court shall take cognizance of any offence against this Act (other than an offence with respect to which proceedings are instituted under section 545),...
621AComposition of certain offences
(1) Notwithstanding anything contained in the Code of Criminal Procedure, 1973 (2 of 1974), any offence punishable under this Act (whether committed by a comp...
622Jurisdiction to try offences
No Court inferior to that of a Presidency Magistrate or a Magistrate of the first class shall try any offence against this Act....
623Certain offences triable summarily in Presidency towns
If any offence against this Act which is punishable with fine only is committed by any person within a Presidency town, such person may be tried summarily and...
624Offences to be non-cognizable
Notwithstanding anything in the Code of Criminal Procedure, 1898 (5 of 1898), every offence against this Act shall be deemed to be non-cognizable within the m...
624APower of Central Government to appoint company prosecutors
Notwithstanding anything contained in the Code of Criminal Procedure, 1898 (5 of 1898) the Central Government may appoint generally, or in any case, or for a...
624BAppeal against acquittal
Notwithstanding anything contained in the Code of Criminal Procedure, 1898 (5 of 1898), the Central Government may, in any case arising out of this Act, direc...
625Payment of compensation in cases of frivolous or vexatious prosecution
(1) In respect of any case instituted upon the complaint of a shareholder against the company or any officer thereof in pursuance of section 621, the provisio...
626Application of fines
The Court imposing any fine under this Act may direct that the whole or any part thereof shall be applied in or towards payment of the costs of the proceeding...
627Production and inspection of books where offence suspected
(1) If, on an application made to a Judge of a High Court in Chambers by the Public Prosecutor of the State or by the Central Government, or by a company pros...
628Penalty for false statements
If in any return, report, certificate, balance sheet, prospectus, statement or other document required by or for the purposes of any of the provisions of this...
629Penalty for false evidence
If any person intentionally gives false evidence (a) upon any examination upon oath or solemn affirmation, authorized under this Act ; or(b) in any affidavit, ...
629APenalty where no specific penalty is provided elsewhere in the Act
If a company or any other person contravenes any provision of this Act for which no punishment is provided elsewhere in this Act or any condition, limitation...
630Penalty for wrongful withholding of property
(1) If any officer or employee of a company (a) wrongfully obtains possession of any property of a company ; or(b) having any such property in his possession,...
631Penalty for improper use of wordsLimited andPrivate Limited
If any person or persons trade or carry on business under any name or title of which the word "Limited" or the words "Private Limited", or any contraction or ...
Legal Proceedings
632Power to require limited company to give security for costs
Where a limited company is plaintiff or petitioner in any suit or other legal proceeding, any Court having jurisdiction in the matter may, if there is reason ...
633Power of Court to grant relief in certain cases
(1) If in any proceeding for negligence, default, breach of duty, misfeasance or breach of trust against an officer of a company, it appears to the Court hear...
634Enforcement of orders of Courts
Any order made by a Court under this Act may be enforced in the same manner as a decree made by the Court in a suit pending therein....
634AEnforcement of orders of Company Law Board
Any order made by the Company Law Board may be enforced by that Board in the same manner as if it were a decree made by a Court in a suit pending therein, and...
635Enforcement of orders of one Court by other Courts
(1) Where any order made by one Court is required to be enforced by another Court, a certified copy of the order shall be produced to the proper officer of th...
635AProtection of acts done in good faith
No suit, prosecution or other legal proceedings shall lie against the Government or any officer of Government or any other person in respect of anything which...
635AANon-disclosure of information in certain cases
Notwithstanding anything contained in any other law for the time being in force, the Registrar, any officer of Government or any other person shall not be com...
Temporary Protection of employees
635BProtection of employees during investigation by inspector or pendency of proceeding before Court in certain cases
(1) If (a) during the course of any investigation of the affairs and other matters of or relating to a company, body or person under section 235, section 237 ...
Reduction of fees payable to Company
636Reduction of fees, charges, etc., payable to company
(1) A company which is entitled to any specified fee, charge or other sum by virtue of any provision contained in this Act or in its articles, may reduce the ...
Delegation of Powers and functions of Central Government
637Delegation by Central Government of its powers and functions under Act
(1) The Central Government may, by notification in the Official Gazette, and subject to such conditions, restrictions and limitations as may be specified ther...
Grant of Approval etc. subject to conditions and levy of fees on applications
637APowers of Central Government or Company Law Board to accord approval, etc., subject to conditions and to prescribe fees on applications
(1) Where the Central Government or Company Law Board is required or authorized by any provision of this Act, (a) to accord approval, sanction, consent, confi...
637AAPower of Central Government to fix a limit with regard to remuneration
Notwithstanding anything contained in section 198, section 309 or section 637A, the Central Government may, while according its approval under section 269, to...
637BCondonation of delays in certain cases
Notwithstanding anything contained in this Act, (a) where any application required to be made to the Central Government under any provision of this Act in resp...
Annual Report on Working of Act
638Annual report by Central Government
The Central Government shall cause a general annual report on the working and administration of this Act to be prepared and laid before both Houses of Parliam...
639Repealed by Act 65 of 1960
...
Validation of registration of firms in certain cases
640Validation of registration of firms as members of charitable and other companies
Any firm which stood registered at the commencement of this Act, as a member of any association or company licensed under section 26 of the Indian Companies A...
Computation of time for filing orders of Court or the Company Law Board
640Aof time required in obtaining copies of orders of Court or the Company Law Board
Except as expressly provided in this behalf elsewhere in this Act, where by any provision of this Act, any order of the Court or the Company Law Board is requ...
schedules, Forms and Rules
640BForms of, and procedure in relation to certain applications
(1) Every application made to the Central Government under sections 259, 268, 269, 310 or 311 shall be in such form as may be prescribed.(2)(a) Before any app...
641Power to alter schedules
(1) Subject to the provisions of this section, the Central Government may, by notification in the Official Gazette, alter any of the regulations, rules, tabl...
642Power of Central Government to make rules
(1) In addition to the powers conferred by section 641, the Central Government may, by notification in the Official Gazette, make rules (a) for all or any of ...
643Power of Supreme Court to make rules
(1) The Supreme Court, after consulting the High Courts, (a) shall make rules providing for all matters relating to the winding up of companies which, by this...
Repeals and Savings
644Repeal of Acts specified in schedule XII
The enactments mentioned in Schedule XII are hereby repealed....
645Saving of orders, rules, etc., in force at commencement of Act
Nothing in this Act shall affect any order, rule, regulation, appointment, conveyance, mortgage, deed, document or agreement made, fee directed, resolution pa...
646Saving of operation of section 138 of Act 7 of 1913
Nothing in this Act shall affect the operation of section 138 of the Indian Companies Act, 1913 (7 of 1913), as respects inspectors, or as respects the contin...
647Saving of pending proceedings for winding up
Where the winding up of a company has commenced before the commencement of this Act (i) sub-section (7) of section 555 shall apply in respect of any moneys pa...
648Saving of prosecutions instituted by liquidator or Court under section 237 of Act 7 of 1913
Nothing in this Act shall affect any prosecution instituted or ordered by the Court to be instituted under section 237 of the Indian Companies Act, 1913 (7 of...
649Construction of references to former enactments in documents
Any document referring to any former enactment relating to companies shall be construed as referring to the corresponding enactment in this Act....
650Repealed by Act 65 of 1960
...
651Construction of references to extraordinary resolution in articles etc
Any reference to an extraordinary resolution in the articles of a company, or in any resolution passed in general meeting by the company, or in any other inst...
652Appointment under previous companies laws to have effect as if made under Act
Any person appointed to any office under or by virtue of any previous companies law shall be deemed to have been appointed to that office under or by virtue o...
653Former registration offices continued
The offices existing at the commencement of this Act for the registration of companies shall be continued as if they had been established under this Act....
655Funds and accounts under Act to be in continuation of funds and accounts under previous companies laws
All funds constituted and accounts kept under this Act shall be deemed to be in continuation of the corresponding funds constituted and accounts kept under pr...
656Saving of incorporation under repealed Acts
Nothing in this Act shall affect the incorporation of any company registered under any enactment hereby repealed....
657Saving of certain Tables under previous companies laws
Nothing in this Act shall affect (a) Table B in the Schedule annexed to Act No. 19 of 1857, or any part thereof, so far as the same applies to any company exi...
658Section 6 of the General Clauses Act, 1897 (10 of 1897) to apply in addition to sections 645 to 657 of Act
The mention of particular matters in sections 645 to 657 or in any other provision of this Act shall not prejudice the general application of section 6 of the...
schedules
schedule I[See sections 2(2), 14, 28(1), 29 and 223]
Table - ARegulations for Management of a Company Limited by shares
(1) In these regulations :         (a) "the Act" means the Companies Act, 1956,         (b) "the seal" means the common seal of the company. (2) Unless the co...
Table - BMemorandum of Association of a Company Limited by shares
1st. :- The name of the company is "The Eastern Steam Packet Company Limited". 2nd. :- The registered office of the company will be situated in the State of B...
Table CMemorandum and Articles of Association of a Company Limited by Guarantee and not having a share Capital
1st. - The name of the company is "The Mutual Calcutta Marine Association Limited." 2nd. - The registered office of the company will be situate in the State o...
Table - DMemorandum and Articles of Association of a Company Limited by Guarantee and having a share Capital
1st. - The name of the company is "The Snowy Range Hotel Company Limited". 2nd. - The registered office of the company will be situate in the State of West Be...
Table - EMemorandum and Articles of Association of an Unlimited Company
 1st. - The name of the company is "The Patent Stereotype Company". 2nd. - The registered office of the company will be situate in the State of West Bengal. 3...
Table - FForm of Statement to be Published by Limited Banking Companies, Insurance Companies and Deposit, provident or Benefit Societies
TABLE F The share capital of the company is Rs. .......... divided into.......... shares of Rs. ....... each. The number of shares issued is.......... Calls ...
schedule IAList of Relatives
[See section 6(c)] LIST OF RELATIVES 1. Father. 2. Mother (including step-mother). 3. Son (including step-son). 4. Son's wife. 5. Daughter (including step-daug...
schedule IIMatters to be specified in prospectus and reports to be set out therein
[See sections 44(2)(a) and 56]...
Part - IMatters to be specified
(a) Name and address of registered office of the company. (b) (i) Consent of the Central Government for the present issue and declaration of the Central Govern...
Part - IIReports to be set out
Consent of directors, auditors, solicitors/advocates, managers to the issue, Registrar of issue, bankers to the company, bankers to the issue and experts.  Ex...
Part - IIIProvisions applying to Parts I and II of the schedule
Every person shall, for the purpose of this Schedule, be deemed to be a vendor who has entered into any contract, absolute or conditional, for the sale or pu...
schedule IIIForm of Statement in lieu of Prospectus to be delivered to Register by a Company which does not issue a Prospectus or which does not go to allotment on a prospectus issued, and reports to be set out therein
(See section 70) ...
Part - IForm of Statement and particulars to be contained therein
 Statement in lieu of prospectus delivered for registration by  .................................[Insert the name of the company] Pursuant to section 70 of the...
Part - IIReports to be set out
Where it is proposed to acquire a business, a report made by accountants (who shall be named in the statement) upon - (a) the profits or losses of the busines...
Part - IIIProvisions applying to Parts I and II of this schedule
(1) In this Schedule, the expression "vendor" includes a vendor as defined in Part III of Schedule II. (2) Clause 31 of Schedule II shall apply to the inter...
Part - I