Short title, extent, commencement and application
1. This Act may be called the Companies Act, 2013.2. It extends to the whole of India.3. This section shall come into force at once and the remai...
In this Act, unless the context otherwise requires,—1. “abridged prospectus” means a memorandum containing such salient features of a prospectus as may be...
|Chapter II||Incorporation of Company and Matters Incidental Thereto|
Formation of company
1. A company may be formed for any lawful purpose by—a. seven or more persons, where the company to be formed is to be a public company;b. two o...
1. The memorandum of a company shall state—a. the name of the company with the last word “Limited” in the case of a public limited company, or the l...
1. The articles of a company shall contain the regulations for management of the company.2. The articles shall also contain such matters, as may be pr...
Act to override memorandum, articles, etc. Incorporation of company
Save as otherwise expressly provided in this Act—a. the provisions of this Act shall have effect notwithstanding anything to the contrary contained in th...
Incorporation of company
1. There shall be filed with the Registrar within whose jurisdiction the registered office of a company is proposed to be situated, the following document...
Formation of companies with charitable objects, etc.
1. Where it is proved to the satisfaction of the Central Government that a person or an association of persons proposed to be registered under this Act as...
Effect of registration
From the date of incorporation mentioned in the certificate of incorporation, such subscribers to the memorandum and all other persons, as may, from time to t...
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 ...
Commencement of business, etc.
1. A company having a share capital shall not commence any business or exercise any borrowing powers unless—a. a declaration is filed by a director ...
Registered office of company
1. A company shall, on and from the fifteenth day of its incorporation and at all times thereafter, have a registered office capable of receiving and ackn...
Alteration of memorandum
1. Save as provided in section 61, a company may, by a special resolution and after complying with the procedure specified in this section, alter the prov...
Alteration of articles
1. Subject to the provisions of this Act and the conditions contained in its memorandum, if any, a company may, by a special resolution, alter its article...
Alteration of memorandum or articles to be noted in every copy
1. Every alteration made in the memorandum or articles of a company shall be noted in every copy of the memorandum or articles, as the case may be.2. ...
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,—a. ...
Copies of memorandum, articles, etc., to be given to members
1. A company shall, on being so requested by a member, send to him within seven days of the request and subject to the payment of such fees as may be pres...
Conversion of companies already registered
1. A company of any class registered under this Act may convert itself as a company of other class under this Act by alteration of memorandum and articles...
Subsidiary company not to hold shares in its holding company
1. No company shall, either by itself or through its nominees, hold any shares in its holding company and no holding company shall allot or transfer its s...
Service of documents
1. A document may be served on a company or an officer thereof by sending it to the company or the officer at the registered office of the company by regi...
Authentication of documents, proceedings and contracts
Save as otherwise provided in this Act,—a. a document or proceeding requiring authentication by a company; orb. contracts made by or on behalf of a co...
Execution of bills of exchange, etc.
1. 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 made, accepted, d...
|Chapter III||Prospectus and Allotment of Securities|
Public offer and private placement
1. A public company may issue securities—a. to public through prospectus (herein referred to as "public offer") by complying with the provisions of ...
Power of Securities and Exchange Board to regulate issue and transfer of securities, etc.
1. The provisions contained in this Chapter, Chapter IV and in section 127 shall,—a. in so far as they relate to — i. i...
Document containing offer of securities for sale to be deemed prospectus
1. Where a company allots or agrees to allot any securities of the company with a view to all or any of those securities being offered for sale to the pu...
Matters to be stated in prospectus
1. Every prospectus issued by or on behalf of a public company either with reference to its formation or subsequently, or by or on behalf of any person wh...
Variation in terms of contract or objects in prospectus
1. A company shall not, at any time, vary the terms of a contract referred to in the prospectus or objects for which the prospectus was issued, except sub...
Offer of sale of shares by certain members of company
1. Where certain members of a company propose, in consultation with the Board of Directors to offer, in accordance with the provisions of any law for the ...
Public offer of securities to be in dematerialized form
1. Notwithstanding anything contained in any other provisions of this Act,—a. every company making public offer; andb. such other class or class...
Advertisement of prospectus
Where an advertisement of any prospectus of a company is published in any manner, it shall be necessary to specify therein the contents of its memorandum as r...
1. Any class or classes of companies, as the Securities and Exchange Board may provide by regulations in this behalf, may file a shelf prospectus with the...
Red herring prospectus
1. A company proposing to make an offer of securities may issue a red herring prospectus prior to the issue of a prospectus.2. A company proposing to...
Issue of application forms for securities
1. No form of application for the purchase of any of the securities of a company shall be issued unless such form is accompanied by an abridged prospectus...
Criminal liability for misstatements in prospectus
Where a prospectus, issued, circulated or distributed under this Chapter, includes any statement which is untrue or misleading in form or context in which it ...
Civil liability for misstatements in prospectus
1. Where a person has subscribed for securities of a company acting on any statement included, or the inclusion or omission of any matter, in the prospect...
Punishment for fraudulently inducing persons to invest money
Any person who, either knowingly or recklessly makes any statement, promise or forecast which is false, deceptive or misleading, or deliberately conceals any...
Action by affected persons
A suit may be filed or any other action may be taken under section 34 or section 35 or section 36 by any person, group of persons or any association of person...
Punishment for personation for acquisition, etc., of securities
1. Any person who—a. makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities; orb...
Allotment of securities by company
1. No allotment of any securities of a company offered to the public for subscription shall be made unless the amount stated in the prospectus as the mini...
Securities to be dealt with in stock exchanges
1. Every company making public offer shall, before making such offer, make an application to one or more recognised stock exchange or exchanges and obtain...
Global depository receipt
A company may, after passing a special resolution in its general meeting, issue depository receipts in any foreign country in such manner, and subject to such...
Offer or invitation for subscription of securities on private placement
1. Without prejudice to the provisions of section 26, a company may, subject to the provisions of this section, make private placement through issue of a ...
|Chapter IV||Share Capital and Debentures|
Kinds of share capital
The share capital of a company limited by shares shall be of two kinds, namely:—a. equity share capital— i. with voting rights; or ...
Nature of shares or debentures
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 co...
Numbering of shares
Every share in a company having a share capital shall be distinguished by its distinctive number:Provided that nothing in this section shall apply to a share...
Certificate of shares
1. A certificate, issued under the common seal of the company, specifying the shares held by any person, shall be prima facie evidence of the title of th...
1. Subject to the provisions of section 43 and sub-section (2) of section 50,—a. every member of a company limited by shares and holding equity share...
Calls on shares of same class to be made on uniform basis
Where any calls for further share capital are made on the shares of a class, such calls shall be made on a uniform basis on all shares falling under that clas...
Company to accept unpaid share capital, although not called up
1. A company may, if so authorised by its articles, accept from any member, the whole or a part of the amount remaining unpaid on any shares held by him, ...
Payment of dividend in proportion to amount paid up
A company may, if so authorised by its articles, pay dividends in proportion to the amount paid-up on each share....
Application of premiums received on issue of shares
1. Where a company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount of the premium received on those shares ...
Prohibition on issue of shares at discount
1. Except as provided in section 54, a company shall not issue shares at a discount.2. Any share issued by a company at a discounted price shall be vo...
Issue of sweat equity shares
1. Notwithstanding anything contained in section 53, a company may issue sweat equity shares of a class of shares already issued, if the following conditi...
Issue and redemption of preference shares
1. No company limited by shares shall, after the commencement of this Act, issue any preference shares which are irredeemable.2. A company limited by ...
Transfer and transmission of securities
1. A company shall not register a transfer of securities of the company, or the interest of a member in the company in the case of a company having no sha...
Punishment for personation of shareholder
If any person deceitfully personates as an owner of any security or interest in a company, or of any share warrant or coupon issued in pursuance of this Act, ...
Refusal of registration and appeal against refusal
1. If a private company limited by shares refuses, whether in pursuance of any power of the company under its articles or otherwise, to register the trans...
Rectification of register of members
1. If the name of any person is, without sufficient cause, entered in the register of members of a company, or after having been entered in the register, ...
Publication of authorised, subscribed and paid-up capital
1. Where any notice, advertisement or other official publication, or any business letter, billhead or letter paper of a company contains a statement of th...
Power of limited company to alter its share capital
1. A limited company having a share capital may, if so authorised by its articles, alter its memorandum in its general meeting to—a. increase its au...
Further issue of share capital
1. Where at any time, a company having a share capital proposes to increase its subscribed capital by the issue of further shares, such shares shall be of...
Issue of bonus shares
1. A company may issue fully paid-up bonus shares to its members, in any manner whatsoever, out of— i. its free reserves; ...
Notice to be given to Registrar for alteration of share capital
1. Where—a. a company alters its share capital in any manner specified in sub-section (1) of section 61;b. an order made by the Government under...
Unlimited company to provide for reserve share capital on conversion into limited company
An unlimited company having a share capital may, by a resolution for registration as a limited company under this Act, do either or both of the following thin...
Reduction of share capital
1. Subject to confirmation by the Tribunal on an application by the company, a company limited by shares or limited by guarantee and having a share capita...
Restrictions on purchase by company or giving of loans by it for purchase of its shares
1. No company limited by shares or by guarantee and having a share capital shall have power to buy its own shares unless the consequent reduction of share...
Power of company to purchase its own securities
1. Notwithstanding anything contained in this Act, but subject to the provisions of sub-section (2), a company may purchase its own shares or other specif...
Transfer of certain sums to capital redemption reserve account
1. Where a company purchases its own shares out of free reserves or securities premium account, a sum equal to the nominal value of the shares so purchase...
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 ...
1. A company may issue debentures with an option to convert such debentures into shares, either wholly or partly at the time of redemption:Provided that ...
Power to nominate
1. Every holder of securities of a company may, at any time, nominate, in the prescribed manner, any person to whom his securities shall vest in the event...
|Chapter V||Acceptance of Deposits by Companies|
Prohibition on acceptance of deposits from public
1. On and after the commencement of this Act, no company shall invite, accept or renew deposits under this Act from the public except in a manner provided...
Repayment of deposits, etc., accepted before commencement of this Act
1. Where in respect of any deposit accepted by a company before the commencement of this Act, the amount of such deposit or part thereof or any interest d...
Damages for fraud
1. Where a company fails to repay the deposit or part thereof or any interest thereon referred to in section 74 within the time specified in sub-section (...
Acceptance of deposits from public by certain companies
1. Notwithstanding anything contained in section 73, a public company, having such net worth or turnover as may be prescribed, may accept deposits from pe...
|Chapter VI||Registration of Charges|
Duty to register charges, etc.
1. It shall be the duty of every company creating a charge within or outside India, on its property or assets or any of its undertakings, whether tangible...
Application for registration of charge
Where a company fails to register the charge within the period specified in section 77, without prejudice to its liability in respect of any offence under thi...
Section 77 to apply in certain matters
The provisions of section 77 relating to registration of charges shall, so far as may be, apply to—a. a company acquiring any property subject to a charg...
Date of notice of charge
Where any charge on any property or assets of a company or any of its undertakings is registered under section 77, any person acquiring such property, assets,...
Register of charges to be kept by Registrar
1. The Registrar shall, in respect of every company, keep a register containing particulars of the charges registered under this Chapter in such form and ...
Company to report satisfaction of charge
1. A company shall give intimation to the Registrar in the prescribed form, of the payment or satisfaction in full of any charge registered under this Cha...
Power of Registrar to make entries of satisfaction and release in absence of intimation From company
1. 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 g...
Intimation 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, subject to a charge, of a company or if an...
Punishment for contravention
If any company contravenes any provision of this Chapter, the company shall be punishable with fine which shall not be less than one lakh rupees but which may...
Rectification by Central Government in register of charges
1. The Central Government on being satisfied that— i. a. the omission to file with the Registrar the particulars of any charge...
|Chapter VII||Management and Administration|
Register of members, etc.
1. Every company shall keep and maintain the following registers in such form and in such manner as may be prescribed, namely:—a. register of member...
Declaration in respect of beneficial interest in any share
1. Where the name of a person is entered in the register of members of a company as the holder of shares in that company but who does not hold the benefic...
Investigation of beneficial ownership of shares in certain cases
Where it appears to the Central Government that there are reasons so to do, it may appoint one or more competent persons to investigate and report as to bene...
Power to close register of members or debenture holders or other security holders
1. A company may close the register of members or the register of debentureholders or the register of other security holders for any period or periods not...
1. Every company shall prepare a return (hereinafter referred to as the annual return) in the prescribed form containing the particulars as they stood on ...
Place of keeping and inspection of registers, returns, etc.
1. The registers required to be kept and maintained by a company under section 88 and copies of the annual return filed under section 92 shall be kept at ...
Registers, etc., to be evidence
The registers, their indices and copies of annual returns maintained under sections 88 and 94 shall be prima facie evidence of any matter directed or authori...
Annual general meeting
1. Every company other than a One Person Company shall in each year hold in addition to any other meetings, a general meeting as its annual general meetin...
Power of Tribunal to call annual general meeting
1. If any default is made in holding the annual general meeting of a company under section 96, the Tribunal may, notwithstanding anything contained in thi...
Power of Tribunal to call meetings of members, etc.
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 comp...
Punishment for default in complying with provisions of sections 96 to 98
If any default is made in holding a meeting of the company in accordance with section 96 or section 97 or section 98 or in complying with any directions of t...
Calling of extraordinary general meeting
1. The Board may, whenever it deems fit, call an extraordinary general meeting of the company.2. The Board shall, at the requisition made by,—a. ...
Notice of meeting
1. A general meeting of a company may be called by giving not less than clear twenty-one days’ notice either in writing or through electronic mode in such...
Statement to be annexed to notice
1. A statement setting out the following material facts concerning each item of special business to be transacted at a general meeting, shall be annexed t...
Quorum for meetings
1. Unless the articles of the company provide for a larger number,—a. in case of a public company,— i. five members pe...
Chairman of meetings
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 th...
Restriction on voting rights
1. Any member of a company entitled to attend and vote at a meeting of the company shall be entitled to appoint another person as a proxy to attend and vo...
Voting by show of hands
1. 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 ...
Voting by show of hands
1. At any general meeting, a resolution put to the vote of the meeting shall, unless a poll is demanded under section 109 or the voting is carried out ele...
Voting through electronic means
The Central Government may prescribe the class or classes of companies and manner in which a member may exercise his right to vote by the electronic means....
Demand for poll
1. Before or on the declaration of the result of the voting on any resolution on show of hands, a poll may be ordered to be taken by the Chairman of the m...
1. Notwithstanding anything contained in this Act, a company—a. shall, in respect of such items of business as the Central Government may, by notifi...
Representation of President and Governors in meetingst
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 representati...
Representation of corporations at meeting 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,...
Ordinary and special resolutions
1. A resolution shall be an ordinary resolution if the notice required under this Act has been duly given and it is required to be passed by the votes cas...
Resolutions requiring special notice
Where, by any provision contained in this Act or in the articles of a company, special notice is required of any resolution, notice of the intention to move s...
Resolutions passed at adjourned meeting
Where a resolution is passed at an adjourned meeting of—a. a company; orb. the holders of any class of shares in a company; orc. the Board of Dire...
Resolutions and agreements to be filed
1. A copy of every resolution or any agreement, in respect of matters specified in sub-section (3) together with the explanatory statement under section 1...
Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot
1. Every company shall cause minutes of the proceedings of every general meeting of any class of shareholders or creditors, and every resolution passed by...
Inspection of minute-books of general meeting
1. The books containing the minutes of the proceedings of any general meeting of a company or of a resolution passed by postal ballot, shall—a. be k...
Maintenance and inspection of documents in electronic form
Without prejudice to any other provisions of this Act, any document, record, register, minutes, etc.,—a. required to be kept by a company; orb. allowe...
Report on annual general meeting
1. Every listed public company shall prepare in the prescribed manner a report on each annual general meeting including the confirmation to the effect tha...
Applicability of this Chapter to One Person Company
1. The provisions of section 98 and sections 100 to 111 (both inclusive) shall not apply to a One Person Company.2. The ordinary businesses as mentio...
|Chapter VIII||Declaration and Payment of Dividend|
Declaration of dividend
1. No dividend shall be declared or paid by a company for any financial year except—a. out of the profits of the company for that year arrived at aft...
Unpaid Dividend Account
1. Where a dividend has been declared by a company but has not been paid or claimed within thirty days from the date of the declaration to any shareholder...
Investor Education and Protection Fund
1. The Central Government shall establish a Fund to be called the Investor Education and Protection Fund (herein referred to as the Fund). 2. There sh...
Right to dividend, 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 the ...
Punishment for failure to distribute dividends
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 date o...
|Chapter IX||Accounts of Companies|
Books of account, etc., to be kept by company
1. Every company shall prepare and keep at its registered office books of account and other relevant books and papers and financial statement for every fi...
1. The financial statements shall give a true and fair view of the state of affairs of the company or companies, comply with the accounting standards noti...
Constitution of National Financial Reporting Authority
1. The Central Government may, by notification, constitute a National Financial Reporting Authority to provide for matters relating to accounting and audi...
Central Government to prescribe accounting standards
The Central Government may prescribe the standards of accounting or any addendum thereto, as recommended by the Institute of Chartered Accountants of India, ...
Corporate Social Responsibility
1. Every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five cr...
Right of member to copies of audited financial statement
1. Without prejudice to the provisions of section 101, a copy of the financial statements, including consolidated financial statements, if any, auditor’s ...
Copy of financial statement to be filed with Registrar
1. A copy of the financial statementsincluding consolidated financial statement, if any, along with all the documents which are required to be or attached...
1. Such class or classes of companies as may be prescribed shall be required to appoint an internal auditor, who shall either be a chartered accountant or...
|Chapter IX||Audit and Auditors|
Appointment of auditors
1. Subject to the provisions of this Chapter, every company shall, at the first annual general meeting, appoint an individual or a firm as an auditor who ...
Removal, resignation of auditor and giving of special notice
1. The auditor appointed under section 139 may be removed from his office before the expiry of his term only by a special resolution of the company, after...
Eligibility, qualifications and disqualifications of auditors
1. A person shall be eligible for appointment as an auditor of a company only if he is a chartered accountant:Provided that a firm whereof majority of pa...
Remuneration of auditors
1. The remuneration of the auditor of a company shall be fixed in its general meeting or in such manner as may be determined therein:Provided that the Bo...
Powers and duties of auditors and auditing standards
1. Every auditor of a company shall have a right of access at all times to the books of account and vouchers of the company, whether kept at the registere...
Auditor not to render certain services
. An auditor appointed under this Act shall provide to the company only such other services as are approved by the Board of Directors or the audit committee, ...
Auditor to sign audit reports, etc.
The person appointed as an auditor of the company shall sign the auditor’s report or sign or certify any other document of the company in accordance with the ...
Auditors to attend general meeting
All notices of, and other communications relating to, any general meeting shall be forwarded to the auditor of the company, and the auditor shall, unless oth...
Punishment for contravention
1. If any of the provisions of sections 139 to 146 (both inclusive) is contravened, the company shall be punishable with fine which shall not be less than...
Central Government to specify audit of items of cost in respect of certain companies
1. Notwithstanding anything contained in this Chapter, the Central Government may, by order, in respect of such class of companies engaged in the producti...
|Chapter XI||Appointment and Qualifications Of Directors|
Company to have Board of Directors
1. Every company shall have a Board of Directors consisting of individuals as directors and shall have—a. a minimum number of three directors in the...
Manner of selection of independent directors and maintenance of databank of independent directors.
1. Subject to the provisions contained in sub-section (5) of section 149, an independent director may be selected from a data bank containing names, addre...
Appointment of director elected by small shareholders
A listed company may have one director elected by such small shareholders in such manner and with such terms and conditions as may be prescribed.Explanation.—...
Appointment of directors
1. Where no provision is made in the articles of a company for the appointment of the first director, the subscribers to the memorandum who are individual...
Application for allotment of Director Identification Number
Every individual intending to be appointed as director of a company shall make an application for allotment of Director Identification Number to the Central ...
Allotment of Director Identification Number
The Central Government shall, within one month from the receipt of the application under section 153, allot a Director Identification Number to an applicant i...
Prohibition to obtain more than one Director Identification Number
No individual, who has already been allotted a Director Identification Number under section 154, shall apply for, obtain or possess another Director Identifi...
Director to intimate Director Identification Number
Every existing director shall, within one month of the receipt of Director Identification Number from the Central Government, intimate his Director Identific...
Company to inform Director Identification Number to Registrar
1. Every company shall, within fifteen days of the receipt of intimation under section 156, furnish the Director Identification Number of all its director...
Obligation to indicate Director Identification Number
Every person or company, while furnishing any return, information or particulars as are required to be furnished under this Act, shall mention the Director ...
Punishment for contravention
Obligation to indicate Director Identification Number. If any individual or director of a company, contravenes any of the provisions of section 152, section 1...
Right of persons other than retiring directors to stand for directorship
1. A person who is not a retiring director in terms of section 152 shall, subject to the provisions of this Act, be eligible for appointment to the offic...
Appointment of additional director, alternate director and nominee director
1. The articles of a company may confer on its Board of Directors the power to appoint any person, other than a person who fails to get appointed as a dir...
Appointment of directors to be voted individually
1. At a general meeting of a company, a motion for the appointment of two or more persons as directors of the company by a single resolution shall not be ...
Option to adopt principle of proportional representation for 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 t...
Disqualifications for appointment of director
1. A person shall not be eligible for appointment as a director of a company, if —a. he is of unsound mind and stands so declared by a competent cour...
Number of directorships
.1. No person, after the commencement of this Act, shall hold office as a director, including any alternate directorship, in more than twenty companies at...
Duties of directors
1. Subject to the provisions of this Act, a director of a company shall act in accordance with the articles of the company.2. A director of a company...
Vacation of office of director
1. The office of a director shall become vacant in case—a. he incurs any of the disqualifications specified in section 164;b. he absents himself...
Resignation of director
1. A director may resign from his office by giving a notice in writing to the company and the Board shall on receipt of such notice take note of the same ...
Removal of directors
1. A company may, by ordinary resolution, remove a director, not being a director appointed by the Tribunal under section 242, before the expiry of the pe...
Register of directors and key managerial personnel and their shareholding
1. Every company shall keep at its registered office a register containing such particulars of its directors and key managerial personnel as may be prescr...
Punishment. Meetings of Board
If a company contravenes any of the provisions of this Chapter and for which no specific punishment is provided therein, the company and every officer of the ...
|Chapter XII||Meetings of Board and its Powers|
Meetings of Board
1. Every company shall hold the first meeting of the Board of Directors within thirty days of the date of its incorporation and thereafter hold a minimum ...
Quorum for meetings of Board
1. The quorum for a meeting of the Board of Directors of a company shall be one third of its total strength or two directors, whichever is higher, and the...
Passing of resolution by circulation
1. 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...
Defects in appointment of directors not to invalidate actions taken
No act done by a person as a director shall be deemed to be invalid, notwithstanding that it was subsequently noticed that his appointment was invalid by rea...
1. The Board of Directors of every listed company and such other class or classes of companies, as may be prescribed, shall constitute an Audit Committee....
Nomination and Remuneration Committee and Stakeholders Relationship Committee
1. The Board of Directors of every listed company and such other class or classes of companies, as may be prescribed shall constitute the Nomination and R...
Powers of Board
1. The Board of Directors of a company shall be entitled to exercise all such powers, and to do all such acts and things, as the company is authorised to ...
Restrictions on powers of Board
1. The Board of Directors of a company shall exercise the following powers only with the consent of the company by a special resolution, namely:—a. t...
Company to contribute to bona fide and charitable funds, etc.
The Board of Directors of a company may contribute to bona fide charitable and other funds:Provided that prior permission of the company in general meeting s...
Prohibitions and restrictions regarding political contributions
. 1. Notwithstanding anything contained in any other provision of this Act, a company, other than a Government company and a company which has been in exi...
Power of Board and other persons to make contributions to national defence 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 gen...
Disclosure of interest by director
1. Every director shall at the first meeting of the Board in which he participates as a director and thereafter at the first meeting of the Board in every...
Loan to directors, etc.
1. Save as otherwise provided in this Act, no company shall, directly or indirectly, advance any loan, including any loan represented by a book debt, to a...
Loan and investment by company
1. Without prejudice to the provisions contained in this Act, a company shall unless otherwise prescribed, make investment through not more than two layer...
Investments of company to be held in its own name
1. All investments made or held by a company in any property, security or other asset shall be made and held by it in its own name:Provided that the comp...
Related party transactions
. 1. Except with the consent of the Board of Directors given by a resolution at a meeting of the Board and subject to such conditions as may be prescribed...
Register of contracts or arrangements in which directors are interested
1. Every company shall keep one or more registers giving separately the particulars of all contracts or arrangements to which sub-section (2) of section 1...
Contract of employment with managing or whole-time directors
1. Every company shall keep at its registered office,—a. where a contract of service with a managing or whole-time director is in writing, a copy of...
Payment to director for loss of office, etc., in connection with transfer of undertaking, property or shares
1. No director of a company shall, in connection with—a. the transfer of the whole or any part of any undertaking or property of the company; orb. ...
Restriction on non-cash transactions involving directors
1. No company shall enter into an arrangement by which—a. a director of the company or its holding, subsidiary or associate company or a person conn...
Contract by One Person Company
1. Where One Person Company limited by shares or by guarantee enters into a contract with the sole member of the company who is also the director of the ...
Prohibition on forward dealings in securities of company by director or key managerial personnel
1. No director of a company or any of its key managerial personnel shall buy in the company, or in its holding, subsidiary or associate company—a. a ...
Prohibition on insider trading of securities
1. No person including any director or key managerial personnel of a company shall enter into insider trading:Provided that nothing contained in this sub...
|Chapter XIII||Appointment and Remuneration of Managerial Personnel|
Appointment of managing director, whole-time director or manager
1. No company shall appoint or employ at the same time a managing director and a manager.2. No company shall appoint or re-appoint any person as its m...
Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits
1. The total managerial remuneration payable by a public company, to its directors, including managing director and whole-time director, and its manager i...
Calculation of profits
1. In computing the net profits of a company in any financial year for the purpose of section 197,—a. credit shall be given for the sums specified in...
Recovery of remuneration in certain cases
Without prejudice to any liability incurred under the provisions of this Act or any other law for the time being in force, where a company is required to re-s...
Central Government or company to fix limit with regard to remuneration
Notwithstanding anything contained in this Chapter, the Central Government or a company may, while according its approval under section 196, to any appointme...
Forms of, and procedure in relation to, certain applications
1. Every application made to the Central Government under this Chapter shall be in such form as may be prescribed.2. a. Before any application ...
Compensation for loss of office of managing or whole-time director or manager
1. A company may make payment to a managing or whole-time director or manager, but not to any other director, by way of compensation for loss of office, o...
Appointment of key managerial personnel
1. Every company belonging to such class or classes of companies as may be prescribed shall have the following whole-time key managerial personnel,— ...
Secretarial audit for bigger companies
1. Every listed company and a company belonging to other class of companies as may be prescribed shall annex with its Board’s report made in terms of sub...
Functions of company secretary
1. The functions of the company secretary shall include,—a. to report to the Board about compliance with the provisions of this Act, the rules made ...
|Chapter XIV||Inspection, Inquiry And Investigation|
Power to call for information, inspect books and conduct inquiries
1. Where on a scrutiny of any document filed by a company or on any information received by him, the Registrar is of the opinion that any further informat...
Conduct of inspection and inquiry
1. Where a Registrar or inspector calls for the books of account and other books and papers under section 206, it shall be the duty of every director, of...
Report on inspection made
The Registrar or inspector shall, after the inspection of the books of account or an inquiry under section 206 and other books and papers of the company under...
Search and seizure
1. Where, upon information in his possession or otherwise, the Registrar or inspector has reasonable ground to believe that the books and papers of a comp...
Investigation into affairs of companys
1. Where the Central Government is of the opinion, that it is necessary to investigate into the affairs of a company,—a. on the receipt of a report ...
Establishment of Serious Fraud Investigation Office
1. The Central Government shall, by notification, establish an office to be called the Serious Fraud Investigation Office to investigate frauds relating t...
Investigation into affairs of Company by Serious Fraud Investigation Office
1. Without prejudice to the provisions of section 210, where the Central Government is of the opinion, that it is necessary to investigate into the affair...
Security for payment of costs and expenses of investigation
Where an investigation is ordered by the Central Government in pursuance of clause (b) of sub-section (1) of section 210, or in pursuance of an order made by ...
Firm, body corporate or association not to be appointed as inspector
No firm, body corporate or other association shall be appointed as an inspector....
Investigation of ownership of company
1. Where it appears to the Central Government that there is a reason so to do, it may appoint one or more inspectors to investigate and report on matters ...
Procedure, powers, etc., of inspectors
1. It shall be the duty of all officers and other employees and agents including the former officers, employees and agents of a company which is under inv...
CProtection of employees during investigation
1. Notwithstanding anything contained in any other law for the time being in force, if—a. during the course of any investigation of the affairs and o...
Power of inspector to conduct investigation into affairs of related companies, etc.
If an inspector appointed under section 210 or section 212 or section 213 to investigate into the affairs of a company considers it necessary for the purpose...
Seizure of documents by inspector
1. Where in the course of an investigation under this Chapter, the inspector has reasonable grounds to believe that the books and papers of, or relating t...
Freezing of assets of company on inquiry and investigation
1. Where it appears to the Tribunal, on a reference made to it by the Central Government or in connection with any inquiry or investigation into the affai...
Imposition of restrictions upon securities
1. Where it appears to the Tribunal, in connection with any investigation under section 216 or on a complaint made by any person in this behalf, that ther...
Expenses of investigation
1. The expenses of, and incidental to, an investigation by an inspector appointed by the Central Government under this Chapter other than expenses of insp...
Voluntary winding up of company, etc., not to stop investigation proceedings
An investigation under this Chapter may be initiated notwithstanding, and no such investigation shall be stopped or suspended by reason only of, the fact that...
Legal advisers and bankers not to disclose certain information
Nothing in this Chapter shall require the disclosure to the Tribunal or to the Central Government or to the Registrar or to an inspector appointed by the Cent...
Investigation, etc., of foreign companies
The provisions of this Chapter shall apply mutatis mutandis to inspection, inquiry or investigation in relation to foreign companies....
Penalty for furnishing false statement, mutilation, destruction of documents
Where a person who is required to provide an explanation or make a statement during the course of inspection, inquiry or investigation, or an officer or other...
|Chapter XV||Compromises, Arrangements and Amalgamations|
Power to compromise or make arrangements with creditors and members
1. Where a compromise or arrangement is proposed—a. between a company and its creditors or any class of them; orb. between a company and its mem...
Power of Tribunal to enforce compromise or arrangement
1. Where the Tribunal makes an order under section 230 sanctioning a compromise or an arrangement in respect of a company, it—a. shall have power to...
Merger and amalgamation of companies
1. Where an application is made to the Tribunal under section 230 for the sanctioning of a compromise or an arrangement proposed between a company and any...
Merger or amalgamation of certain companies
1. Notwithstanding the provisions of section 230 and section 232, a scheme of merger or amalgamation may be entered into between two or more small compan...
Merger or amalgamation of company with foreign company
1. The provisions of this Chapter unless otherwise provided under any other law for the time being in force, shall apply mutatis mutandis to schemes of me...
Power to acquire shares of shareholders dissenting from scheme or contract approved by majority
1. Where a scheme or contract involving the transfer of shares or any class of shares in a company (the transferor company) to another company (the transf...
Purchase of minority shareholding
1. In the event of an acquirer, or a person acting in concert with such acquirer, becoming registered holder of ninety per cent. or more of the issued equ...
Power of Central Government to provide for amalgamation of companies in public interest
1. Where the Central Government is satisfied that it is essential in the public interest that two or more companies should amalgamate, the Central Governm...
Registration of offer of schemes involving transfer of shares
1. In relation to every offer of a scheme or contract involving the transfer of shares or any class of shares in the transferor company to the transferee ...
Preservation of books and papers of amalgamated companies
The books and papers of a company which has been amalgamated with, or whose shares have been acquired by, another company under this Chapter shall not be disp...
Liability of officers in respect of offences committed prior to merger, amalgamation, etc.
Notwithstanding anything in any other law for the time being in force, the liability in respect of offences committed under this Act by the officers in defaul...
|Chapter XVI||Prevention of Oppression and Mismanagement|
Application to Tribunal for relief in cases of oppression, etc.
1. Any member of a company who complains that—a. the affairs of the company have been or are being conducted in a manner prejudicial to public inter...
Powers of Tribunal
1. If, on any application made under section 241, the Tribunal is of the opinion—a. that the company’s affairs have been or are being conducted in a ...
Consequence of termination or modification of certain agreements
1. Where an order made under section 242 terminates, sets aside or modifies an agreement such as is referred to in sub-section (2) of that section,—a. ...
Right to apply under section 241
1. The following members of a company shall have the right to apply under section 241, namely:—a. in the case of a company having a share capital, no...
1. Such number of member or members, depositor or depositors or any class of them, as the case may be, as are indicated in sub-section (2) may, if they ar...
Application of certain provisions to proceedings under section 241 or section 245
The provisions of sections 337 to 341 (both inclusive) shall apply mutatis mutandis ,in relation to an application made to the Tribunal under section 241 or ...
|Chapter XVII||Registered Valuers|
Valuation by registered valuers
1. Where a valuation is required to be made in respect of any property, stocks, shares, debentures, securities or goodwill or any other assets (herein ref...
|Chapter XVIII||Removal of Names of Companies from the Register of Companies|
Power of Registrar to remove name of company from register of companies
1. Where the Registrar has reasonable cause to believe that—a. a company has failed to commence its business within one year of its incorporation;b....
Restrictions on making application under section 248 in certain situations
1. An application under sub-section (2) of section 248 on behalf of a company shall not be made if, at any time in the previous three months, the company—...
Effect of company notified as dissolved
Where a company stands dissolved under section 248, it shall on and from the date mentioned in the notice under sub-section (5) of that section cease to oper...
Fraudulent application for removal of name
1. Where it is found that an application by a company under sub-section (2) of section 248 has been made with the object of evading the liabilities of the...
Appeal to Tribunal
1. Any person aggrieved by an order of the Registrar, notifying a company as dissolved under section 248, may file an appeal to the Tribunal within a peri...
|Chapter XIX||Revival and Rehabilitation of Sick Companies|
Determination of sickness
1. Where on a demand by the secured creditors of a company representing fifty per cent. or more of its outstanding amount of debt, the company has failed ...
Application for revival and rehabilitation
1. On the determination of a company as a sick company by the Tribunal under section 253, any secured creditor of that company or the company may make an ...
Exclusion of certain time in computing period of limitation
Notwithstanding anything contained in the Limitation Act, 1963 or in any other law for the time being in force, in computing the period of limitation specifie...
Appointment of interim administrator
1. On the receipt of an application under section 254, the Tribunal shall, not later than seven days from such receipt,—a. fix a date for hearing no...
Committee of creditors
1. The interim administrator shall appoint a committee of creditors with such number of members as he may determine, but not exceeding seven, and as far ...
Order of Tribunal
On the date of hearing fixed by the Tribunal and on consideration of the report of the interim administrator filed under sub-section (1) of section 256, if t...
Appointment of administrator
1. The interim administrator or the company administrator, as the case may be, shall be appointed by the Tribunal from a databank maintained by the Centra...
Powers and duties of company administrator
1. The company administrator shall perform such functions as the Tribunal may direct.2. Without prejudice to the provisions of sub-section (1), the co...
Scheme of revival and rehabilitation
1. The company administrator shall prepare or cause to be prepared a scheme of revival and rehabilitation of the sick company after considering the draft ...
Sanction of scheme
1. The scheme prepared by the company administrator under section 261 shall be placed before the creditors of the sick company in a meeting convened for t...
Scheme to be binding
On and from the date of the coming into operation of the sanctioned scheme or any provision thereof, the scheme or such provision shall be binding on the sick...
Implementation of scheme
1. The Tribunal shall, for the purpose of effective implementation of the scheme, have power to enforce, modify or terminate any contract or agreement or ...
Winding up of company on report of company administrator
1. If the scheme is not approved by the creditors in the manner specified in sub-section (2) of section 262, the company administrator shall submit a repo...
Power of Tribunal to assess damages against delinquent directors, etc.
1. If, in the course of the scrutiny or implementation of any scheme or proposal including the draft scheme or proposal, it appears to the Tribunal that a...
Punishment for certain offences
Whoever violates the provisions of this Chapter or any scheme, or any order, of the Tribunal or the Appellate Tribunal or makes a false statement or gives fal...
Bar of jurisdiction
No appeal shall lie in any court or other authority and no civil court shall have any jurisdiction in respect of any matter in respect of which the Tribunal ...
Rehabilitation and Insolvency Fund
1. There shall be formed a Fund to be called the Rehabilitation and Insolvency Fund for the purposes of rehabilitation, revival and liquidation of the sic...
|Chapter XX||Winding Up|
Modes of winding up
1. The winding up of a company may be either—a. by the Tribunal; orb. voluntary.2. Notwithstanding anything contained in any other Act, the ...
Circumstances in which company may be wound up by Tribunal
1. A company may, on a petition under section 272, be wound up by the Tribunal,—a. if the company is unable to pay its debts;b. if the company h...
Petition for winding up
1. Subject to the provisions of this section, a petition to the Tribunal for the winding up of a company shall be presented by—a. the company;b. ...
Powers of Tribunal
1. The Tribunal may, on receipt of a petition for winding up under section 272 pass any of the following orders, namely:—a. dismiss it, with or with...
Directions for filing statement of affairs
1. Where a petition for winding up is filed before the Tribunal by any person other than the company, the Tribunal shall, if satisfied that a prima facie ...
Company Liquidators and their appointments
1. For the purposes of winding up of a company by the Tribunal, the Tribunal at the time of the passing of the order of winding up, shall appoint an Offic...
Removal and replacement of liquidator
1. The Tribunal may, on a reasonable cause being shown and for reasons to be recorded in writing, remove the provisional liquidator or the Company Liquida...
Intimation to Company Liquidator, provisional liquidator and Registrar
1. Where the Tribunal makes an order for appointment of provisional liquidator or for the winding up of a company, it shall, within a period not exceeding...
Effect of winding up order
The order for the winding up of a company shall operate in favour of all the creditors and all contributories of the company as if it had been made out on th...
Stay of suits, etc., on winding up order
1. When a winding up order has been passed or a provisional liquidator has been appointed, no suit or other legal proceeding shall be commenced, or if pen...
Jurisdiction of Tribunal
The Tribunal shall, notwithstanding anything contained in any other law for the time being in force, have jurisdiction to entertain, or dispose of,—a. any...
Submission of report by Company Liquidator
1. Where the Tribunal has made a winding up order or appointed a Company Liquidator, such liquidator shall, within sixty days from the order, submit to th...
Directions of Tribunal on report of Company Liquidator
1. The Tribunal shall, on consideration of the report of the Company Liquidator, fix a time limit within which the entire proceedings shall be completed a...
Custody of company's properties
1. Where a winding up order has been made or where a provisional liquidator has been appointed, the Company Liquidator or the provisional liquidator, as t...
Promoters, directors, etc., to cooperate with Company Liquidator
1. The promoters, directors, officers and employees, who are or have been in employment of the company or acting or associated with the company shall exte...
Settlement of list of contributories and application of assets
1. As soon as may be after the passing of a winding up order by the Tribunal, the Tribunal shall settle a list of contributories, cause rectification of r...
Obligations of directors and managers
In the case of a limited company, any person who is or has been a director or manager, whose liability is unlimited under the provisions of this Act, shall, ...
1. The Tribunal may, while passing an order of winding up of a company, direct that there shall be, an advisory committee to advise the Company Liquidator...
Submission of periodical reports to Tribunal
1. The Company Liquidator shall make periodical reports to the Tribunal and in any case make a report at the end of each quarter with respect to the progr...
Power of Tribunal on application for stay of winding up
1. The Tribunal may, at any time after making a winding up order, on an application of promoter, shareholders or creditors or any other interested person,...
Powers and duties of Company Liquidator
1. Subject to directions by the Tribunal, if any, in this regard, the Company Liquidator, in a winding up of a company by the Tribunal, shall have the pow...
Provision for professional assistance to Company Liquidator
1. The Company Liquidator may, with the sanction of the Tribunal, appoint one or more chartered accountants or company secretaries or cost accountants or ...
Exercise and control of Company Liquidator's powers
1. Subject to the provisions of this Act, the Company Liquidator shall, in the administration of the assets of the company and the distribution thereof am...
Books to be kept by Company Liquidator
1. The Company Liquidator shall keep proper books in such manner, as may be prescribed, in which he shall cause entries or minutes to be made of proceedin...
Audit of Company Liquidator's accounts
1. The Company Liquidator shall maintain proper and regular books of account including accounts of receipts and payments made by him in such form and mann...
Payment of debts by contributory and extent of set-off
1. The Tribunal may, at any time after passing of a winding up order, pass an order requiring any contributory for the time being on the list of contribut...
Power of Tribunal to make calls
The Tribunal may, at any time after the passing of a winding up order, and either before or after it has ascertained the sufficiency of the assets of the com...
Adjustment of rights of contributories
The Tribunal shall adjust the rights of the contributories among themselves and distribute any surplus among the persons entitled thereto....
charges Power to order costs
The Tribunal may, in the event of the assets of a company being insufficient to satisfy its liabilities, make an order for the payment out of the assets, of ...
Power to summon persons suspected of having property of company, etc.
1. The Tribunal may, at any time after the appointment of a provisional liquidator or the passing of a winding up order, summon before it any officer of t...
Power to order examination of promoters, directors, etc.
1. Where an order has been made for the winding up of a company by the Tribunal, and the Company Liquidator has made a report to the Tribunal under this A...
Arrest of person trying to leave India or abscond
1. When the affairs of a company have been completely wound up, the Company Liquidator shall make an application to the Tribunal for dissolution of such c...
Dissolution of company by Tribunal
1. When the affairs of a company have been completely wound up, the Company Liquidator shall make an application to the Tribunal for dissolution of such c...
Appeals from orders made before commencement of Act
Nothing in this Chapter shall affect the operation or enforcement of any order made by any Court in any proceedings for the winding up of a company immediatel...
Circumstances in which company may be wound up voluntarily
A company may be wound up voluntarily,—a. if the company in general meeting passes a resolution requiring the company to be wound up voluntarily as a res...
Declaration of solvency in case of proposal to wind up voluntarily
1. Where it is proposed to wind up a company voluntarily, its director or directors, or in case the company has more than two directors, the majority of i...
Meeting of creditors
1. The company shall along with the calling of meeting of the company at which the resolution for the voluntary winding up is to be proposed, cause a meet...
Publication of resolution to wind up voluntarily
1. Where a company has passed a resolution for voluntary winding up and a resolution under sub-section (3) of section 306 is passed, it shall within fourt...
Commencement of voluntary winding up
A voluntary winding up shall be deemed to commence on the date of passing of the resolution for voluntary winding up under section 304....
Effect of voluntary winding up
In the case of a voluntary winding up, the company shall from the commencement of the winding up cease to carry on its business except as far as required for ...
Appointment of Company Liquidators
1. The company in its general meeting, where a resolution of voluntary winding up is passed, shall appoint a Company Liquidator from the panel prepared by...
Power to remove and fill vacancy of Company Liquidator
1. A Company Liquidator appointed under section 310 may be removed by the company where his appointment has been made by the company and, by the creditors...
Notice of appointment of Company Liquidator to be given to Registrar
1. The company shall give notice to the Registrar of the appointment of a Company Liquidator along with the name and particulars of the Company Liquidator...
Cesser of Board's powers on appointment of Company Liquidator
On the appointment of a Company Liquidator, all the powers of the Board of Directors and of the managing or whole-time directors and manager, if any, shall c...
Powers and duties of Company Liquidator in voluntary winding up
1. The Company Liquidator shall perform such functions and discharge such duties as may be determined from time to time by the company or the creditors, a...
Appointment of committees
Where there are no creditors of a company, such company in its general meeting and, where a meeting of creditors is held under section 306, such creditors, as...
Company Liquidator to submit report on progress of winding up
1. The Company Liquidator shall report quarterly on the progress of winding up of the company in such form and in such manner as may be prescribed to the ...
Report of Company Liquidator to Tribunal for examination of persons
1. Where the Company Liquidator is of the opinion that a fraud has been committed by any person in respect of the company, he shall immediately make a rep...
Final meeting and dissolution of company
1. As soon as the affairs of a company are fully wound up, the Company Liquidator shall prepare a report of the winding up showing that the property and a...
Power of Company Liquidator to accept shares, etc., as consideration for sale of property of company
1. Where a company (the transferor company) is proposed to be, or is in the course of being, wound up voluntarily and the whole or any part of its busines...
Distribution of property of company
Subject to the provisions of this Act as to overriding preferential payments under section 326, the assets of a company shall, on its winding up, be applied ...
Arrangement when binding on company and creditors
1. Any arrangement other than the arrangement referred to in section 319 entered into between the company which is about to be, or is in the course of bei...
Power to apply to Tribunal to have questions determined, etc.
1. The Company Liquidator or any contributory or creditor may apply to the Tribunal—a. to determine any question arising in the course of the winding...
Costs of voluntary winding up
All costs, charges and expenses properly incurred in the winding up, including the fee of the Company Liquidator, shall, subject to the rights of secured cre...
Debts 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 or of the law of insolven...
Application 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 o...
Overriding preferential payments
1. Notwithstanding anything contained in this Act or any other law for the time being in force, in the winding up of a company,—a. workmen’s dues; a...
1. In a winding up, subject to the provisions of section 326, there shall be paid in priority to all other debts,—a. all revenues, taxes, cesses and...
1. Where a company has given preference to a person who is one of the creditors of the company or a surety or guarantor for any of the debts or other liab...
Transfers not in good faith to be void
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...
Certain transfers to be void
Any transfer or assignment by a company of all its properties or assets to trustees for the benefit of all its creditors shall be void. ...
Liabilities and rights of certain persons fraudulently preferred
1. Where a company is being wound up and anything made, taken or done after the commencement of this Act is invalid under section 328 as a fraudulent pref...
Effect 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 ...
Disclaimer of onerous property
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. sha...
Transfers, etc., after commencement of winding up to be void
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 Company Liquidat...
Certain attachments, executions, etc., in winding up by Tribunal to be void
1. Where any company is being wound up by the Tribunal,— a. any attachment, distress or execution put in force, without leave of the Tribunal agains...
Offences by officers of companies in liquidation
1. If any person, who is or has been an officer of a company which, at the time of the commission of the alleged offence, is being wound up, whether by th...
Penalty 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 Tribuna...
Liability where proper accounts not kept
1. Where a company is being wound up, if it is shown that proper books of account were not kept by the company throughout the period of two years immediat...
Liability 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 th...
Power of Tribunal to assess damages against delinquent directors, etc.
1. If in the course of winding up of a company, it appears that any person who has taken part in the promotion or formation of the company, or any person,...
Liability under sections 339 and 340 to extend to partners or directors in firms or companies
Where a declaration under section 339 or an order under section 340 is made in respect of a firm or body corporate, the Tribunal shall also have power to make...
Prosecution of delinquent officers and members of company
1. If it appears to the Tribunal in the course of a winding up by the Tribunal, that any person, who is or has been an officer, or any member, of the comp...
Company Liquidator to exercise certain powers subject to sanction
1. The Company Liquidator may—a. with the sanction of the Tribunal, when the company is being wound up by the Tribunal; andb. with the sanction...
Statement that company is in liquidation
1. Where a company is being wound up, whether by the Tribunal or voluntarily, every invoice, order for goods or business letter issued by or on behalf of ...
Books and papers of company to be evidence
Where a company is being wound up, all books and papers of the company and of the Company Liquidator shall, as between the contributories of the company, be ...
Inspection 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 the Tribunal, any creditor or contributory of the company may inspect the b...
Disposal 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 Company Liquidator m...
Information as to pending liquidations
1. If the winding up of a company is not concluded within one year after its commencement, the Company Liquidator shall, unless he is exempted from so doi...
Official Liquidator to make payments into public account of India
Every Official Liquidator shall, in such manner and at such times as may be prescribed, pay the monies received by him as Official Liquidator of any company,...
Company Liquidator to deposit monies into scheduled bank
1. Every Company Liquidator of a company shall, in such manner and at such times as may be prescribed, deposit the monies received by him in his capacity ...
Liquidator not to deposit monies into private banking account
Neither the Official Liquidator nor the Company Liquidator of a company shall deposit any monies received by him in his capacity as such into any private bank...
Company Liquidation Dividend and Undistributed Assets Account
1. Where any company is being wound up and the liquidator has in his hands or under his control any money representing—a. dividends payable to any c...
Liquidator to make returns, etc.
1. If any Company Liquidator who has made any default in filing, delivering or making any return, account or other document, or in giving any notice which...
Meetings to ascertain wishes of creditors or contributories
1. In all matters relating to the winding up of a company, the Tribunal may— a. have regard to the wishes of creditors or contributories of the compa...
Court, tribunal or person, etc., before whom affidavit may be sworn
1. Any affidavit required to be sworn under the provisions, or for the purposes, of this Chapter may be sworn—a. in India before any court, tribunal...
Powers of Tribunal to declare dissolution of company void
1. Where a company has been dissolved, whether in pursuance of this Chapter or of section 232 or otherwise, the Tribunal may at any time within two years ...
Commencement of winding up by Tribunal
1. Where, before the presentation of a petition for the winding up of a company by the Tribunal, a resolution has been passed by the company for voluntary...
Exclusion of certain time in computing period of limitation
Notwithstanding anything in the Limitation Act, 1963, or in any other law for the time being in force, in computing the period of limitation specified for any...
Appointment of Official Liquidator
1. For the purposes of this Act, so far as it relates to the winding up of companies by the Tribunal, the Central Government may appoint as many Official ...
Powers and functions of Official Liquidator
1. The Official Liquidator shall exercise such powers and perform such duties as the Central Government may prescribe.2. Without prejudice to the pro...
Summary procedure for liquidation
1. Where the company to be wound up under this Chapter, — i. has assets of book value not exceeding one crore rupees; and ...
Sale of assets and recovery of debts due to company
1. The Official Liquidator shall expeditiously dispose of all the assets whether movable or immovable within sixty days of his appointment.2. The Offi...
Settlement of claims of creditors by Official Liquidator
1. The Official Liquidator within thirty days of his appointment shall call upon the creditors of the company to prove their claims in such manner as may ...
Appeal by creditor
1. Any creditor aggrieved by the decision of the Official Liquidator under section 363 may file an appeal before the Central Government within thirty days...
Order of dissolution of company
1. The Official Liquidator shall, if he is satisfied that the company is finally wound up, submit a final report to— i. the Central...
|Chapter XXI||PART I. Companies Authorised to Register Under this Act|
Companies capable of being registered
1. For the purposes of this Part, the word “company” includes any partnership firm, limited liability partnership, cooperative society, society or any oth...
Certificate of registration of existing companies
On compliance with the requirements of this Chapter with respect to registration, and on payment of such fees, if any, as are payable under section 403, the ...
Vesting 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...
Saving of 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...
Continuation 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 registra...
Effect of registration under this 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 o...
Power 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 a...
Suits 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 ot...
Obligations of companies registering under this Part
Every company which is seeking registration under this Part shall,—a. ensure that secured creditors of the company, prior to its registration under this P...
Winding up of unregistered companies
1. Subject to the provisions of this Part, any unregistered company may be wound up under this Act, in such manner as may be prescribed, and all the provi...
Power 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 ...
Provisions of Chapter 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 th...
Saving and construction of enactments conferring power to wind up partnership firm, association or company, etc., in certain cases
Nothing in this Part, shall affect the operation of any enactment which provides for any partnership firm, limited liability partnership or society or co-oper...
|Chapter XXII||Companies Incorporated Outside India|
Application of Act to foreign companies
Where not less than fifty per cent. of the paid-up share capital, whether equity or preference or partly equity and partly preference, of a foreign company is...
Documents, etc., to be delivered to Registrar by foreign companies
1. Every foreign company shall, within thirty days of the establishment of its place of business in India, deliver to the Registrar for registration—a. ...
Accounts 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 partic...
Display of name, etc., of foreign company
Every foreign company shall—a. conspicuously exhibit on the outside of every office or place where it carries on business in India, the name of the compa...
Service 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 ...
Debentures, annual return, registration of charges, books of account and their inspection
1. The provisions of section 71 shall apply mutatis mutandis to a foreign company.2. The provisions of section 92 shall, subject to such exceptions, m...
Fee for registration of documents
There shall be paid to the Registrar for registering any document required by the provisions of this Chapter to be registered by him, such fee, as may be pre...
For the purposes of the foregoing provisions of this Chapter,—a. the expression “certified” means certified in the prescribed manner to be a true copy or ...
Dating of prospectus and particulars to be contained therein
1. No person shall issue, circulate or distribute in India any prospectus offering to subscribe for securities of a company incorporated or to be incorpor...
Registration of prospectus
No person shall issue, circulate or distribute in India any prospectus offering for subscription in securities of a company incorporated or to be incorporated...
Offer 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 Indi...
Application of sections 34 to 36 and Chapter XX
1. The provisions of sections 34 to 36 (both inclusive) shall apply to— i. the issue of a prospectus by a company incorporated outsi...
Punishment for contravention
Without prejudice to the provisions of section 391, if a foreign company contravenes the provisions of this Chapter, the foreign company shall be punishable w...
Company's failure to comply with provisions of this Chapter not to affect validity of contracts, etc.
Any failure by a company to comply with the provisions of this Chapter shall not affect the validity of any contract, dealing or transaction entered into by t...
|Chapter XXIII||Government Companies|
Annual 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 tha...
Annual reports where one or more State Governments are members of companies
1. Where the Central Government is not a member of a Government company, every State Government which is a member of that company, or where only one State...
|Chapter XXIV||Registration Offices and Fees|
1. For the purposes of exercising such powers and discharging such functions as are conferred on the Central Government by or under this Act or under the ...
Admissibility of certain documents as evidence
Notwithstanding anything contained in any other law for the time being in force, any document reproducing or derived from returns and documents filed by a com...
Provisions relating to filing of applications, documents, inspection, etc., in electronic form
1. Notwithstanding anything to the contrary contained in this Act, and without prejudice to the provisions contained in section 6 of the Information Techn...
Inspection, production and evidence of documents kept by Registrar
1. Save as otherwise provided elsewhere in this Act, any person may—a. inspect by electronic means any documents kept by the Registrar in accordance...
Electronic form to be exclusive, alternative or in addition to physical form
The Central Government may also provide in the rules made under section 398 and section 399 that the electronic form for the purposes specified in these sect...
Provision of value added services through electronic form
The Central Government may provide such value added services through the electronic form and levy such fee thereon as may be prescribed....
Application of provisions of Information Technology Act, 2000
All the provisions of the Information Technology Act, 2000 relating to the electronic records, including the manner and format in which the electronic record...
Fee for filing, etc.
1. Any document, required to be submitted, filed, registered or recorded, or any fact or information required or authorised to be registered under this A...
Fees, etc., to be credited into public account
All fees, charges and other sums received by any Registrar, Additional, Joint, Deputy or Assistant Registrar or any other officer of the Central Government in...
|Chapter XXV||Companies to Furnish Information or Statistics|
Power 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...
Power to modify Act in its application to Nidhis
1. In this section, “Nidhi” means a company which has been incorporated as a Nidhi with the object of cultivating the habit of thrift and savings amongst ...
|Chapter XXVII||National Company Law Tribunal and Appellate Tribunal|
In this Chapter, unless the context otherwise requires,—a. “Chairperson” means the Chairperson of the Appellate Tribunal;b. “Judicial Member” means a ...
Constitution of National Company Law Tribunal
The Central Government shall, by notification, constitute, with effect from such date as may be specified therein, a Tribunal to be known as the National Com...
Qualification of President and Members of Tribunal
1. The President shall be a person who is or has been a Judge of a High Court for five years.2. A person shall not be qualified for appointment as a J...
Constitution of Appellate Tribunals
The Central Government shall, by notification, constitute, with effect from such date as may be specified therein, an Appellate Tribunal to be known as the N...
Qualifications of chairperson and Members of Appellate Tribunal
1. The chairperson shall be a person who is or has been a Judge of the Supreme Court or the Chief Justice of a High Court.2. A Judicial Member shall ...
Selection of Members of Tribunal and Appellate Tribunal
. 1. The President of the Tribunal and the chairperson and Judicial Members of the Appellate Tribunal, shall be appointed after consultation with the Chi...
Term of office of President, chairperson and other Members
1. The President and every other Member of the Tribunal shall hold office as such for a term of five years from the date on which he enters upon his offic...
Salary, allowances and other terms and conditions of service of Members
The salary, allowances and other terms and conditions of service of the Members of the Tribunal and the Appellate Tribunal shall be such as may be prescribed:...
Acting President and Chairperson of Tribunal or Appellate Tribunal
1. In the event of the occurrence of any vacancy in the office of the President or the Chairperson by reason of his death, resignation or otherwise, the s...
Resignation of Members
The President, the Chairperson or any Member may, by notice in writing under his hand addressed to the Central Government, resign from his office: Provided t...
Removal of Members
1. The Central Government may, after consultation with the Chief Justice of India, remove from office the President, Chairperson or any Member, who—a. ...
Staff of Tribunal and Appellate Tribunal
1. The Central Government shall, in consultation with the Tribunal and the Appellate Tribunal, provide the Tribunal and the Appellate Tribunal, as the cas...
Benches of Tribunal
1. There shall be constituted such number of Benches of the Tribunal, as may, by notification, be specified by the Central Government.2. The Principal...
Orders of Tribunal
1. The Tribunal may, after giving the parties to any proceeding before it, a reasonable opportunity of being heard, pass such orders thereon as it thinks ...
Appeal from orders of Tribunal
1. Any person aggrieved by an order of the Tribunal may prefer an appeal to the Appellate Tribunal.2. No appeal shall lie to the Appellate Tribunal fr...
Expeditious disposal by Tribunal and Appellate Tribunal
1. Every application or petition presented before the Tribunal and every appeal filed before the Appellate Tribunal shall be dealt with and disposed of by...
Appeal to Supreme
Any person aggrieved by any order of the Appellate Tribunal may file an appeal to the Supreme Court within sixty days from the date of receipt of the order of...
Procedure before Tribunal and Appellate Tribunal
1. The Tribunal and the Appellate Tribunal shall not, while disposing of any proceeding before it or, as the case may be, an appeal before it, be bound by...
Power to punish for contempt
The Tribunal and the Appellate Tribunal shall have the same jurisdiction, powers and authority in respect of contempt of themselves as the High Court has and ...
Delegation of powers
The Tribunal or the Appellate Tribunal may, by general or special order, direct, subject to such conditions, if any, as may be specified in the order, any of ...
President, Members, officers, etc., to be public servants
The President, Members, officers and other employees of the Tribunal and the Chairperson, Members, officers and other employees of the Appellate Tribunal sha...
Protection of action taken in good faith
No suit, prosecution or other legal proceeding shall lie against the Tribunal, the President, Member, officer or other employee, or against the Appellate Tri...
Power to seek assistance of Chief Metropolitan Magistrate, etc.
1. The Tribunal may, in any proceeding relating to a sick company or winding up of any other company, in order to take into custody or under its control a...
Civil court not to have jurisdiction
No civil court shall have jurisdiction to entertain any suit or proceeding in respect of any matter which the Tribunal or the Appellate Tribunal is empowered ...
Vacancy in Tribunal or Appellate Tribunal not to invalidate acts or proceedings
No act or proceeding of the Tribunal or the Appellate Tribunal shall be questioned or shall be invalid merely on the ground of the existence of any vacancy or...
Right to legal representation
A party to any proceeding or appeal before the Tribunal or the Appellate Tribunal, as the case may be, may either appear in person or authorise one or more c...
The provisions of the Limitation Act, 1963 shall, as far as may be, apply to proceedings or appeals before the Tribunal or the Appellate Tribunal, as the cas...
Transfer of certain pending proceedings
1. On such date as may be notified by the Central Government in this behalf,—a. all matters, proceedings or cases pending before the Board of Company...
|Chapter XXVIII||Special Courts|
Establishment of Special Courts
1. The Central Government may, for the purpose of providing speedy trial of offences under this Act, by notification, establish or designate as many Speci...
Offences triable by Special Courts
1. Notwithstanding anything contained in the Code of Criminal Procedure, 1973,—a. all offences under this Act shall be triable only by the Special Co...
Appeal and revision
The High Court may exercise, so far as may be applicable, all the powers conferred by Chapters XXIX and XXX of the Code of Criminal Procedure, 1973 on a High ...
Application of Code to proceedings before Special Court
Save as otherwise provided in this Act, the provisions of the Code of Criminal Procedure, 1973 shall apply to the proceedings before a Special Court and for ...
Offences to be noncognizable
1. Notwithstanding anything in the Code of Criminal Procedure, 1973, every offence under this Act except the offences referred to in sub-section (6) of s...
Any offence committed under this Act, which is triable by a Special Court shall, until a Special Court is established, be tried by a Court of Session exercisi...
Compounding of certain offences
1. Notwithstanding anything contained in the Code of Criminal Procedure, 1973, any offence punishable under this Act (whether committed by a company or an...
Mediation and Conciliation Panel
1. The Central Government shall maintain a panel of experts to be called as the Mediation and Conciliation Panel consisting of such number of experts havi...
Power of Central Government to appoint company prosecutors
Notwithstanding anything contained in the Code of Criminal Procedure, 1973, the Central Government may appoint generally, or for any case, or in any case, or ...
Appeal against acquittal
Notwithstanding anything contained in the Code of Criminal Procedure, 1973, the Central Government may, in any case arising under this Act, direct any company...
Compensation for accusation without reasonable cause
The provisions of section 250 of the Code of Criminal Procedure, 1973 shall apply mutatis mutandis to compensation for accusation without reasonable cause bef...
Application 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...
Punishment for fraud
Without prejudice to any liability including repayment of any debt under this Act or any other law for the time being in force, any person who is found to be ...
Punishment for false statement
Save as otherwise provided in