Sections Particulars
Part I Preliminary
1 short 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...
2 Definitions
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...
2A Interpretation 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...
3 Definitions 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,...
4A Public 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...
8 Power 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...
9 Act 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...
10 Jurisdiction 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-A Board Of Company Law Administration
10E Constitution 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...
10F Appeals 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 II Incorporation Of Company And Matters Incidental Thereto Certain Companies, Associations And Partnerships To Be Registered As Companies Under Act.
11 Prohibition 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...
12 Mode 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...
13 Requirements 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...
14 Form 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...
15 Printing 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...
15A Special 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 ...
15B Special 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 ...
16 Alteration 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 ...
17 Special 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...
17A Change 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...
18 Alteration 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, ...
19 Effect 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
20 Companies 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...
21 Change 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...
22 Rectification 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...
23 Registration 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...
24 Change 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...
25 Power 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
26 Articles 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...
27 Regulations 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 ...
28 Adoption 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 ...
29 Form 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...
30 Form 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...
31 Alteration 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
32 Registration 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
33 Registration 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 ...
34 Effect 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...
35 Conclusiveness 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...
36 Effect 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...
37 Provision 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...
38 Effect 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...
39 Copies 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...
40 Alteration 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
41 Definition 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...
42 Membership 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
43 Consequences 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 ...
43A Private 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...
44 Prospectus 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
45 Members 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.
46 Form 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...
47 Bills 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, ...
48 Execution 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 ...
49 Investments 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 (...
50 Power 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
51 Service 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...
52 Service 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 ...
53 Service 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
54 Authentication 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 III Prospectus And Allotment, And Other Matters Relating To Issue Of shares Or Debentures
Prospectus
55 Dating 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 ...
55A Powers 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...
56 Matters 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...
57 Expert 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 ...
58 Expert'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...
58A Deposits 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...
58AA Small 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...
58AAA Default 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...
58B Provisions 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....
59 Penalty 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...
60 Registration 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 ...
60A shelf 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...
60B Information 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...
61 Terms 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...
62 Civil 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...
63 Criminal 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 ...
64 Document 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...
65 Interpretation 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...
66 Newspaper 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...
67 Construction 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...
68 Penalty 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...
68A Personation 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...
68B Initial 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 ...
69 Prohibition 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...
70 Prohibition 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 ...
71 Effect 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 ...
72 Applications 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...
73 Allotment 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...
74 Manner 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...
75 Return 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
76 Power 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...
77 Restrictions 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...
77A Power 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 ...
77AA Transfer 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...
77B Prohibition 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
78 Application 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...
79 Power 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 ...
79A Issue 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.
80 Power 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...
80A Redemption 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
81 Further 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 IV share Capital And Debentures
Nature, numbering and certificate of shares
82 Nature 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 ...
83 Numbering 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...
84 Certificate 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
85 Two 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...
86 New 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 ...
87 Voting 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 ...
88 Prohibition of issue of shares with disproportionate rights
Omitted, vide The Companies (Amendment) Bill, 2000...
89 Termination 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...
90 Savings
(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
91 Calls 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...
92 Power 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...
93 Payment 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...
94 Power 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...
94A share 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...
95 Notice 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...
96 Effect 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...
97 Notice 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...
98 Power 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 ...
99 Reserve 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
100 Special 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...
101 Application 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...
102 Order 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...
103 Registration 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...
104 Liability 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...
105 Penalty 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
106 Alteration 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...
107 Rights 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
108 Transfer 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 ...
108A Restriction 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...
108B Restriction 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...
108C Restriction 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...
108D Power 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...
108E Time 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...
108F Nothing 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 ...
108G Applicability 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...
108H Construction 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-I Penalty 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...
109 Transfer 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...
109A Nomination 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...
109B Transmission 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...
110 Application 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...
111 Power 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 ...
111A Rectification 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 ...
112 Certification 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.
113 Limitation 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
114 Issue 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...
115 share 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
116 Penalty 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
117 Debentures 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...
117A Debenture 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...
117B Appointment 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...
117C Liability 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...
118 Right 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...
119 Liability 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...
120 Perpetual 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...
121 Power 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...
122 Specific 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 ...
123 Payments 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 V Registration Of Charge
124 Charge to include mortgage in this Part
Sec 124     -     "Charge" to include mortgage in this Part.In this Part, the expression "charge" includes a mortgage....
125 Certain 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...
126 Date 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...
127 Registration 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 ...
128 Particulars 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 ...
129 Particulars 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...
130 Register 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...
131 Index 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 ...
132 Certificate 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 ...
133 Endorsement 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...
134 Duty 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 ...
135 Provisions 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...
136 Copy 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...
137 Entry 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 ...
138 Company 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...
139 Power 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...
140 Copy 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 ...
141 Rectification 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...
142 Penalties
(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...
143 Company'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 ...
144 Right 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 ...
145 Application 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 VI Management And Administration
Chapter I General Provision
Registered Office and Name
146 Registered 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...
147 Publication 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...
148 Publication 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
149 Restrictions 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
150 Register 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...
151 Index 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 (...
152 Register 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...
152A Register 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...
153 Trust 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....
153A Appointment 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 ...
153B Declaration 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...
154 Power 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
157 Power 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...
158 Provisions 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
159 Annual 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...
160 Annual 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 ...
161 Further 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...
162 Penalty 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
163 Place 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...
164 Registers, 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
165 Statutory 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...
166 Annual 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 ...
167 Power 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...
168 Penalty 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...
169 Calling 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...
170 Sections 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...
171 Length 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 ...
172 Contents 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...
173 Explanatory 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 ...
174 Quorum 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...
175 Chairman 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...
176 Proxies
(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 ...
177 Voting 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....
178 Chairman'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...
179 Demand 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...
180 Time 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...
181 Restriction 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...
182 Restrictions 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...
183 Right 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...
184 Scrutinizers 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...
185 Manner 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 ...
186 Power 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...
187 Representation 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...
187A Representation 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 ...
187B Exercise 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...
187C Declaration 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...
187D Investigation 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...
188 Circulation 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...
189 Ordinary 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...
190 Resolutions 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...
191 Resolutions 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...
192 Registration 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 ...
192A Passing 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...
193 Minutes 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...
194 Minutes to be evidence
Minutes of meetings kept in accordance with the provisions of section 193 shall be evidence of the proceedings recorded therein....
195 Presumptions 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 ...
196 Inspection 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...
197 Publication 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
197A Company 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.
198 Overall 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...
199 Calculation 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...
200 Prohibition 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...
201 Avoidance 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
202 Undercharged 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...
203 Power 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
204 Restriction 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
205 idend 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...
205A Unpaid 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...
205B Payment 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...
205C Establishment 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...
206 idend 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...
206A Right 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...
207 Penalty 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
208 Power 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
209 Books 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...
209A Inspection 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...
210 Annual 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...
210A Constitution 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...
211 Form 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...
212 Balance 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...
213 Financial 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...
214 Rights 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; ...
215 Authentication 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...
216 Profit 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...
217 Board'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...
218 Penalty 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) ...
219 Right 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...
220 Three 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...
221 Duty 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 ...
222 Construction 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...
223 Certain 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
224 Appointment 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...
224A Auditor 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 ...
225 Provisions 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 ...
226 Qualifications 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...
227 Powers 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...
228 Audit 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...
229 Signature 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...
230 Reading 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...
231 Right 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...
232 Penalty 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...
233 Penalty 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...
233A Power 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...
233B Audit 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.
234 Power 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...
234A Seizure 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
235 Investigation 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,...
236 Application 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 ...
237 Investigation 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...
238 Firm, 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....
239 Power 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...
240 Production 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...
240A Seizure 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 ...
241 Inspectors' 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...
242 Prosecution
(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...
243 Application 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...
244 Proceedings 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...
245 Expenses 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 ...
246 Inspectors' 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...
247 Investigation 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]
250 Imposition 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...
250A Voluntary 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 ...
251 Saving 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 II Directors
Constitution of Board of Directors
252 Minimum 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...
253 Only 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....
254 Subscribers 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...
255 Appointment 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...
256 Ascertainment 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 ...
257 Right 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...
258 Right 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...
259 Increase 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 ...
260 Additional 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]
262 Filling 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...
263 Appointment 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...
263A Sections 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...
264 Consent 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...
265 Option 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 ...
266 Restrictions 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.
267 Certain 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...
268 Amendment 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 ...
269 Appointment 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
270 Time 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]
272 Penalty
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...
273 Saving
Sections 270 and 272 shall not apply to a private company, unless it is a subsidiary of a public company....
Disqualifications of Directors
274 Disqualifications 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
275 No 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...
276 Choice 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...
277 Choice 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...
278 Exclusion 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...
279 Penalty
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
283 Vacation 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...
284 Removal 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
285 Board 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 ...
286 Notice 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 ...
287 Quorum 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...
288 Procedure 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...
289 Passing 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...
290 Validity 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
291 General 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,...
292 Certain 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...
292A Audit 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...
293 Restrictions 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
293A Prohibitions 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 ...
293B Power 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
294 Appointment 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 ...
294A Prohibition 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...
294AA Power 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...
295 Loans 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...
296 Application 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....
297 Board'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
299 Disclosure 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...
300 Interested 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...
301 Register 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...
302 Disclosure 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.
303 Register 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 ...
304 Inspection 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...
305 Duty 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...
306 Register 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
307 Register 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...
308 Duty 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
309 Remuneration 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...
310 Provisions 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...
311 Increase 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
312 Prohibition 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...
313 Appointment 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...
314 Director, 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
316 Number 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...
317 Managing 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
318 Compensation 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 ...
319 Payment 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...
320 Payment 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...
321 Provisions 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
322 Directors, 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...
323 Special 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 III Managing 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]
349 Determination 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...
350 Ascertainment 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]
355 Saving.
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]
370 Loans, 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...
370A Provisions 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...
371 Penalty 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...
372 Purchase 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...
372A Inter-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...
373 Investments 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...
374 Penalty 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]
376 Condition 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 IV A. Secretaries and Treasurers
378 [Omitted]
379 [Omitted]
380 [Omitted]
381 [Omitted]
382 [Omitted]
383 [Omitted]
383A Certain 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
384 Firm 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 ...
385 Certain 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...
386 Number 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...
387 Remuneration 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...
388 Application 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...
388A Sections 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 A Powers of Central Government to remove managerial personnel from office on the recommendation of Company Law Board.
388B Reference 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...
388C Interim 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...
388D Decision 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...
388E Power 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 V Arbitration, Compromises, Arrangements and Reconstructions.
389 Repealed by Act 65 of 1960
Repealed by the Companies (Amendment) Act, 1960 (65 of 1960) section 150.For the original section, refer Appendix I. ...
390 Interpretation 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 ...
391 Power 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...
392 Power 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...
393 Information 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 ...