Companies Act, 1956

[1 of 1956]

Part I


1.         Short title, commencement and extent.

2.         Definitions.

2A       Interpretation of certain words and expressions.

3.         Definitions of “company”, “existing company”, “private company” and “public company”.

4.         Meaning of “holding company” and “subsidiary”.

4A       Public financial institutions.

5.         Meaning of “officer who is in default”.

6.         Meaning of “relative”.

7.         Interpretation of “person in accordance with whose directions or instructions directors are accustomed to act”.

8.         Power of Central Government to declare an establishment not to be a branch office.

9.         Act to override memorandum, articles, etc.

10.       Jurisdiction of Courts.

10A     Constitution of Tribunal.

10B     Procedure of Tribunal.

10C     Powers of Tribunal.

10D     Appeals against decisions, etc., of the Tribunal.

Part IA

Board of Company Law Administration

10E      Constitution of Board of Company Law Administration.

10F      Appeals against the orders of the Company Law Board.

10FA   [Dissolution of Company Law Board.

Part IB

National Company Law Tribunal

10FB   Constitution of National Company Law Tribunal.

10FD   Qualifications for appointment of President and Members.

10FE     Term of office of President and Members.

10FF    Financial and administrative powers of Member Administra­tion.

10FG   Salary, allowances and other terms and conditions of serv­ice of President and other members.

10FH   Vacancy in Tribunal.

10FI    Resignation of President and Member.

10FJ    Removal and suspension of President or Member.

10FK   Officers and employees of Tribunal.

10FL   Benches of Tribunal.

10FM  Order of Tribunal.

10FN   Power to review.

10FO   Delegation of powers.

10FP    Power to seek assistance of Chief Metropolitan Magistrate and District Magistrate.

Part IC

Appellate Tribunal

10FQ   Appeal from order of Tribunal.

10FR   Constitution of Appellate Tribunal.

10FS    Vacancy in Appellate Tribunal, etc.

10FT   Term of office of Chairperson and Members.

10FU   Resignation of Chairperson and Members.

10FV   Removal and suspension of Chairperson and Members of Appellate Tribunal.

10FW  Salary, allowances and other terms and conditions of service of Chairperson and Members.

10FX.  Selection Committee.

10FY   Chairperson, etc., to be public servants.

10FZ    Protection of action taken in good faith.

10FZA Procedure and powers of Tribunal and Appellate Tribunal.

10G     Power to punish for contempt.

10GA   Staff of Appellate Tribunal.

10GB   Civil court not to have jurisdiction.

10GC  Vacancy in Tribunal or Appellate Tribunal not to invalidate acts or proceedings.

10GD  Right to legal representation.

10GE   Limitation.

10GF   Appeal to Supreme Court.

Part II

Incorporation of Company and Matters
Incidental thereto

11.       Prohibition of associations and partnerships exceeding certain number.

Memorandum of association

12.       Mode of forming incorporated company.

13.       Requirements with respect to memorandum.

14.       Form of memorandum.

15.       Printing and signature of memorandum.

15A     Special provision as to alteration of memorandum consequent on alteration of name of State of Madras.

15B     Special provision as to alteration of memorandum consequent on alteration of name of State of Mysore.

16.       Alteration of memorandum.

17.       [Special resolution and confirmation by Central Government required for alteration of memorandum.

17A     Change of registered office within a State.

18.       Alteration to be registered within three months.

19        Effect of failure to register.

20.       Provisions with respect to names of companies

Companies not to be registered with undesirable names.

21.       Change of name by company.

22        Rectification of name of company.

23        Registration of change of name and effect thereof.

24.       Change of name of existing private limited companies.

25.       Power to dispense with “Limited” in name of charitable or other company.

26.       Articles of association

Articles prescribing regulations.

27.       Regulations required in case of unlimited company, company limit­ed by guarantee or private company limited by shares.

28.       Adoption and application of Table A in the case of companies limited by shares.

29.       Form of articles in the case of other companies.

30.       Form and signature of articles.

31.       Alteration of articles by special resolution.

32.       Change of registration of companies

33.       General provisions with respect to memorandum and articles

Registration of memorandum and articles.

34.       Effect of registration.

35.       Conclusiveness of certificate of incorporation.

36.       Effect of memorandum and articles.

37        Provision as to companies limited by guarantee.

38        Effect of alteration in memorandum or articles.

39        Copies of memorandum and articles, etc., to be given to members.

40        Alteration of memorandum or articles, etc., to be noted in every copy.

41        Membership of company

Definition of “member”.

42        Membership of holding company.

43        Private companies

Consequences of default in complying with conditions constituting a company a private company.

43A     [Private company to become public company in certain cases.

44        Prospectus or statement in lieu of prospectus to be filed by private company on ceasing to be private company.

45        Reduction of number of members below legal minimum

46        Contracts and deeds, investments, seal, etc.

Form of contracts.

47        Bills of exchange and promissory notes.

48        Execution of deeds.

49        Investments of company to be held in its own name.

50        Power for company to have official seal for use outside India.

51        Service of documents

Service of documents on company.

52        Service of documents on Registrar.

53        Service of documents on members by company.

54        Authentication of documents and proceedings


Prospectus and allotment, and other matters relating to issue of shares or debentures

55        Prospectus

Dating of prospectus.

55A     Powers of Securities and Exchange Board of India.

56        Matters to be stated and reports to be set out in prospectus.

57        Expert to be unconnected with formation or management of company.

58        Expert’s consent to issue of prospectus containing statement by him.

58A     Deposits not to be invited without issuing an advertisement.

58AA  Small depositors.

58AAADefault in acceptance or refund of deposits to be cognizable.

58B      Provisions relating to prospectus to apply to advertisement.

59        Penalty and interpretation.

60        Registration of prospectus.

60A     Shelf prospectus.

60B     Information memorandum.

61        Terms of contract mentioned in prospectus or statement in lieu of prospectus, not to be varied.

62        Civil liability for mis-statements in prospectus.

63        Criminal liability for mis-statements in prospectus.

64        Document containing offer of shares or debentures for sale to be deemed prospectus.

65        Interpretation of provisions relating to prospectuses.

66        Newspaper advertisements of prospectus.

67        Construction of references to offering shares or debentures to the public, etc.

68        Penalty for fraudulently inducing persons to invest money.

68A     Personation for acquisition, etc., of shares.

68B      Initial offer of securities to be in dematerialised form in certain cases.

69        Allotment

Prohibition of allotment unless minimum subscription received.

70        Prohibition of allotment in certain cases unless statement in lieu of prospectus delivered to Registrar.

71        Effect of irregular allotment.

72        Applications for, and allotment of, shares and debentures.

73        Allotment of shares and debentures to be dealt in on stock ex­change.

74        Manner of reckoning fifth, eighth and tenth days in sections 72 and 73.

75        Return as to allotments.

76        Commissions and discounts

Power to pay certain commissions and prohibition of payment of all other commissions, discounts, etc.

77        Restrictions on purchase by company, or loans by company for purchase, of its own or its holding company’s shares.

77A     [Power of company to purchase its own securities.

77AA   Transfer of certain sums to capital redemption reserve account.

77B     Prohibition for buy-back in certain circumstances

78        Issue of shares at premium and discount

Application of premiums received on issue of shares.

79        Power to issue shares at a discount.

79A     Issue of sweat equity shares.

80        [Issue and redemption of preference shares]

Power to issue redeemable preference shares.

80A     [Redemption of irredeemable preference shares, etc.

81        Further issue of capital

Part IV

Share capital and debentures

82     Nature, numbering and certificate of shares

Nature of shares [or debentures].

83     Numbering of shares.

84     Certificate of shares.

85     Kinds of share capital

Two kinds of share capital.

86     New issues of share capital to be only of two kinds.

87     Voting rights.

88     Prohibition of issue of shares with disproportionate rights.

89     Termination of disproportionately excessive voting rights in existing companies.

90     Savings.

91     Miscellaneous provisions as to share capital

92     Power of company to accept unpaid share capital, although not called up.

93     Payment of dividend in proportion to amount paid-up.

94     Power of limited company to alter its share capital.

94A  [Share capital to stand increased where an order is made under section 81(4).

95     Notice to Registrar of consolidation of share capital, conversion of shares into stock, etc.

96     Effect of conversion of shares into stock.

97     Notice of increase of share capital or of members.

98     Power of unlimited company to provide for reserve share capital on re-registration.

99     Reserve liability of limited company.

100      Reduction of share capital

Special resolution for reduction of share capital.

101      Application to [Tribunal] for confirming order, objections by credi­tors, and settlement of list of objecting creditors.

102    Order confirming reduction and powers of [Tribunal] on making such order.

103      Registration of order and minute of reduction.

104      Liability of members in respect of reduced shares.

105      Penalty for concealing name of creditor, etc.

106      Variation of shareholders’ rights

Alteration of rights of holders of special classes of shares.

107      Rights of dissentient shareholders.

108      Transfer of shares and debentures

Transfer not to be registered except on production of instrument of transfer.

108A   Restriction on acquisition of certain shares.

108B   Restriction on transfer of shares.

108C   Restriction on the transfer of shares of foreign companies.

108D   Power of Central Government to direct companies not to give effect to the transfer.

108E    Time within which refusal to be communicated.

108F    Nothing in sections 108A to 108D to apply to Government companies, etc.

108G   Applicability of the provisions of sections 108A to 108F.

108H   Construction of certain expressions used in sections 108A to 108G.

108-I   Penalty for acquisition or transfer of share in contravention of sections 108A to 108D.

109     Transfer by legal representative.

109A   Nomination of shares.

109B   Transmission of shares.

110      Application for transfer.

111      Power to refuse registration and appeal against refusal.

111A   Rectification of register on transfer.

112      Certification of transfers.

113      Issue of certificate of shares, etc.

Limitation of time for issue of certificates.

114      Share warrants

Issue and effect of share warrants to bearer.

115      Share warrants and entries in register of members.

116      Penalty for personation of shareholder

117      Special provisions as to debentures

Debentures with voting rights not to be issued hereafter.

117A   Debenture trust deed.

117B   Appointment of debenture trustees and duties of debenture trus­tees.

117C   Liability of company to create security and debenture redemption reserve.

118      Right to obtain copies of and inspect trust deed.

119      Liability of trustees for debenture holders.

120      Perpetual debentures.

121      Power to re-issue redeemed debentures in certain cases.

122       Specific performance of contract to subscribe for debentures.

123      Payments of certain debts out of assets subject to floating charge in priority to claims under the charge.

Part V

Registration of charge

124      “Charge” to include mortgage in this Part.

125      Certain charges to be void against liquidator or creditors unless registered.

126      Date of notice of charge.

127      Registration of charges on properties acquired subject to charge.

128      Particulars in case of series of debentures entitling holders pari passu.

129      Particulars in case of commission, etc., on debentures.

130      Register of charges to be kept by Registrar.

131      Index to register of charges.

132      Certificate of registration.

133      Endorsement of certificate of registration on debenture or cer­tificate of debenture stock.

134      Duty of company as regards registration and right of interested party.

135      Provisions of Part to apply to modification of charges.

136      Copy of instrument creating charge to be kept by company at registered office.

137      Entry in register of charges of appointment of receiver or manag­er.

138      Company to report satisfaction and procedure thereafter.

139      Power of Registrar to make entries of satisfaction and release in absence of intimation from company.

140      Copy of memorandum of satisfaction to be furnished to company.

141      Rectification by Central Government of register of charges.

142      Penalties.

143      Company’s register of charges.

144      Right to inspect copies of instruments creating charges and compa­ny’s register of charges.

145      Application of Part to charges requiring registration under it but not under previous law.

Part VI

Management and Administration

Chapter I

General Provisions

Registered office and name

146   Registered office of company.

147   Publication of name by company.

148   Publication of authorised as well as subscribed and paid-up capital.

149   Restrictions on commencement of business

150   Registers of members and debenture holders

Register of members.

151   Index of members.

152   Register and index of debenture holders.

152ARegister and index of beneficial owners.

153   Trusts not to be entered on register.

153AAppointment of public trustee.

153B Declaration as to shares and debentures held in trust.

154   Power to close register of members or debenture holders.

155   Power of Court to rectify register of members.

156   Notice to Registrar of rectification of register.

157   Foreign registers of members or debenture holders

Power for company to keep foreign register of members or deben­ture holders.

158   Provisions as to foreign registers.

159   Annual returns

Annual return to be made by company having a share capital.

160   Annual return to be made by company not having a share capital.

161   Further provisions regarding annual return and certificate to be annexed thereto.

162   Penalty and interpretation.

163   General provisions regarding registers and returns

Place of keeping, and inspection of, registers and returns.

164      Registers, etc., to be evidence.

165      Meetings and proceedings

Statutory meeting and statutory report of company.

166      Annual general meeting.

167      [Power of Central Government to call annual general meeting.

168      Penalty for default in complying with section 166 or 167.

169      Calling of extraordinary general meeting on requisition.

170      Sections 171 to 186 to apply to meetings.

171      Length of notice for calling meeting.

172      Contents and manner of service of notice and persons on whom it is to be served.

173      Explanatory statement to be annexed to notice.

174      Quorum for meeting.

            175      Chairman of meeting.

176      Proxies.

177      Voting to be by show of hands in first instance.

178      Chairman’s declaration of result of voting by show of hands to be conclusive.

179      Demand for poll.

180      Time of taking poll.

181      Restriction on exercise of voting right of members who have not paid calls, etc.

182      Restrictions on exercise of voting right in other cases to be void.

183      Right of member to use his votes differently.

184      Scrutineers at poll.

185      Manner of taking poll and result thereof.

186      [Power of Tribunal to order meeting to be called.

187      Representation of corporations at meetings of companies and of creditors.

187A   Representation of the President and Governors in meetings of companies of which they are members.

187B   Exercise of voting rights in respect of shares held in trust.

187C   Declaration by persons not holding beneficial interest in any share.

187D   Investigation of beneficial ownership of shares in certain cases.

188      Circulation of members’ resolutions.

189      Ordinary and special resolutions.

190      Resolutions requiring special notice.

191      Resolutions passed at adjourned meetings.

192      Registration of certain resolutions and agreements.

192A   Passing of resolutions by postal ballot.

193      Minutes of proceedings of general meetings and of Board and other meetings.

194      Minutes to be evidence.

195      Presumptions to be drawn where minutes duly drawn and signed.

196      Inspection of minute books of general meetings.

197      Publication of reports of proceedings of general meetings.

197A   Prohibition of simultaneous appointment of different categories of managerial personnel

Company not to appoint or employ certain different categories of managerial personnel at the same time.

198      Managerial remuneration, etc.

Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits.

199   Calculation of commission, etc., in certain cases.

200   Prohibition of tax-free payments.

201   Avoidance of provisions relieving liability of officers and auditors of company.

202   Prevention of management by undesirable persons

Undischarged insolvent not to manage companies.

203      Power to restrain fraudulent persons from managing companies.

204      Restriction on appointment of firms and bodies corporate to offices

Restriction on appointment of firm or body corporate to office or place of profit under a company.

205   Dividends and manner and time of payment thereof

Dividend to be paid only out of profits.

205AUnpaid dividend to be transferred to special dividend account.

205B [Payment of unpaid or unclaimed dividend.

205C Establishment of Investor Education and Protection Fund.

206   Dividend not to be paid except to registered shareholders or to their order or to their bankers.

206ARight to dividend, rights shares and bonus shares to be held in abeyance pending registration of transfer of shares.

207   Penalty for failure to distribute dividends within thirty days.

208      Payments of interest out of capital

Power of company to pay interest out of capital in certain cases.

209      Accounts

209A   Inspection of books of account, etc., of companies.

210      Annual accounts and balance sheet.

210A   Constitution of National Advisory Committee on Accounting Standards.

211      Form and contents of balance sheet and profit and loss account.

212      Balance sheet of holding company to include certain particulars as to its subsidiaries.

213      Financial year of holding company and subsidiary.

214      Rights of holding company’s representatives and members.

215      Authentication of balance sheet and profit and loss account.

216      Profit and loss account to be annexed and auditors’ report to be attached to balance sheet.

217      Board’s report.

218      Penalty for improper issue, circulation or publication of balance sheet or profit and loss account.

219      Right of member to copies of balance sheet and auditors’ report.

220      Three copies of balance sheet, etc., to be filed with Registrar.

221      Duty of officer to make disclosure of payments, etc.

222      Construction of references to documents annexed to accounts.

223      Certain companies to publish statement in the Form in Table F in Schedule I.

224      Audit

Appointment and remuneration of auditors.

225      Provisions as to resolutions for appointing or removing auditors.

226      Qualifications and disqualifications of auditors.

227      Powers and duties of auditors.

228      Audit of accounts of branch office of company.

229      Signature of audit report, etc.

230            Reading and inspection of auditor’s report.

231      Right of auditor to attend general meeting.

232      Penalty for non-compliance with sections 225 to 231.

233      Penalty for non-compliance by auditor with sections 227 and 229.

233A   Power of Central Government to direct special audit in certain cases.

233B    [Audit of cost accounts in certain cases.

234      Power of Registrar to call for information, etc.

Power of Registrar to call for information or explanation.

234A   Seizure of documents by Registrar.

235      Investigation

Investigation of the affairs of a company.

236      Application by members to be supported by evidence and power to call for security.

237      Investigation of company’s affairs in other cases.

238      Firm, body corporate or association not to be appointed as inspec­tor.

239      Power of inspectors to carry investigation into affairs of related companies

240      Production of documents and evidence

240A   Seizure of documents by inspector.

241      Inspector’s report.

242      Prosecution.

243      Application for winding up of company or an order  under section 397 or 398.

244      Proceedings for recovery of damages or property.

245      Expenses of investigation.

246      Inspectors’ report to be evidence.

247      Investigation of ownership of company.

248      Information regarding persons having an interest in company, or in body corporate or firm acting as managing agent thereof.

249      Investigation of associateship with managing agent, etc.

250      [Imposition of restrictions upon shares and debentures and prohibition of transfer of shares or debentures in certain cases.

250A   Voluntary winding up of company, etc., not to stop investiga­tion proceedings.

251      Saving for legal advisers and bankers.

Chapter II


252      Constitution of Board of Directors

Minimum number of directors.

253      Only individuals to be directors.

254      Subscribers of memorandum deemed to be directors.

255      Appointment of directors and proportion of those who are to retire by rotation.

256      Ascertainment of directors retiring by rotation and filling of vacancies.

257      Right of persons other than retiring directors to stand for directorship.

258      Right of company to increase or reduce the number of directors.

259      Increase in number of directors to require Government sanction.

260      Additional directors.

261      Certain persons not to be appointed directors, except by special resolution.

262      Filling of casual vacancies among directors.

263      Appointment of directors to be voted on individually.

263A   [Sections 177, 255, 256 and 263 not to apply in relation to companies not carrying business for profit, etc.

264      Consent of candidate for directorship to be filed with the company and consent to act as director to be filed with the Registrar.

265      Option to company to adopt proportional representation for the appointment of directors.

266      Restrictions on appointment or advertisement of director.

266A   Director Identification Number

Application for allotment of Director Identification Number.

266B   Allotment of Director Identification Number.

266C   Prohibition to obtain more than one Director Identification Number.

266D   Obligation of director to intimate Director Identification Number to concerned company or companies.

266E    Obligation of company to inform Director Identification Number to Registrar.

266F    Obligation to indicate Director Identification Number.

266G   Penalty for contravention of provisions of section 266A or sec­tion 266C or section 266D or section 266E.

267      Managing directors, etc.

Certain persons not to be appointed managing directors.

268      Amendment of provision relating to managing, whole-time or non-rotational directors to require Government approval.

269      [Appointment of managing or whole-time director or manager to require Government approval only in certain cases.

270      Share qualification

Time within which share qualification is to be obtained and maximum amount thereof.

271      Filing of declaration of share qualification by director.

272      Penalty.

273      Saving.

274      Disqualifications of directors

275      Restrictions on number of directorships

No person to be a director of more than [fifteen] companies.

276      Choice to be made by director of more than [fifteen] companies at commencement of Act.

277      Choice by person becoming director of more than [fifteen] companies after commencement of Act.

278      Exclusion of certain directorships for the purposes of sections 275, 276 and 277.

279      Penalty.

280      Age limit.

281      Age limit not to apply if company so resolves.

282      Duty of director to disclose age.

283      Vacation of office by directors

284      Removal of directors.

285      Meetings of Board

[Board to meet at least once in every three calendar months.

286      Notice of meetings.

287      Quorum for meetings.

288      Procedure where meeting adjourned for want of quorum.

289      Passing of resolutions by circulation.

290      Validity of acts of directors.

291      Board’s powers and restrictions thereon

General powers of Board.

292      Certain powers to be exercised by Board only at meeting.

292A   Audit Committee.

293      Restrictions on powers of Board.

293A   Political contributions

Prohibitions and restrictions regarding political contributions.

293B   Power of Board and other persons to make contributions to the National Defence Fund, etc.

294      Appointment of sole selling agents]

Appointment of sole selling agents to require approval of company in general meeting.

294A   Prohibition of payment of compensation to sole selling agents for loss of office in certain cases.

294AAPower of Central Government to prohibit the appointment of sole selling agents in certain cases.

295      Loans to directors, etc.

296      Application of section 295 to book debts in certain cases.

297      Board’s sanction to be required for certain contracts in which particular directors are interested.

298      Power of directors to carry on business when managing agent or secretaries and treasurers are deemed to have vacated office, etc.

299      Procedure, etc., where director interested

Disclosure of interests by director.

300      Interested director not to participate or vote in Board’s proceedings.

301      Register of contracts, companies and firms in which directors are interested.

302      Disclosure to members of director’s interest in contract appoint­ing manager, managing director [***].

303      Register of directors, etc.

Register of directors [***], etc.

304      Inspection of the register.

305      Duty of directors, etc., to make disclosure.

306      Register to be kept by Registrar and inspection thereof.

307      Register of directors’ shareholdings

308      Duty of directors and persons deemed to be directors to make disclosure of shareholdings.

309      Remuneration of directors

310      Provision for increase in remuneration to require Government sanction.

311      Increase in remuneration of managing director on re-appointment or appointment after Act to require Government sanction.

312      Miscellaneous provisions

Prohibition of assignment of office by director.

313      Appointment and term of office of alternate directors.

314      Director, etc., not to hold office or place of profit.

315      Restrictions on appointment of managing directors

Application of sections 316 and 317.

316      Number of companies of which one person may be appointed managing director.

317      Managing director not to be appointed for more than five years at a time.

318      Compensation for loss of office

Compensation for loss of office not permissible except to manag­ing or whole-time directors or to directors who are managers.

319      Payment to director, etc., for loss of office, etc., in connec­tion with transfer of undertaking or property.

320      Payment to director for loss of office, etc., in connection with transfer of shares.

321      Provisions supplementary to sections 318, 319 and 320.

322      Directors with unlimited liability

Directors, etc., with unlimited liability in limited company.

323      Special resolution of limited company making liability of direc­tors, etc.,unlimited.

Chapter III

Managing Agents

324      Prohibition of appointment of managing agent in certain cases

Power of Central Government to notify that companies engaged in specified classes of industry or business shall not have managing agents.

324A   Abolition of managing agencies and secretaries and treasurers.

325      Managing agency company not to have managing agent.

325A   Subsidiary of a body corporate not to be appointed as managing agent.

326      Appointment and term of office

Central Government to approve of appointment, etc., of managing agent; and circumstances in which approval may be accorded.

327      Application of sections 328 to 331.

328      Term of office of managing agent.

329      Variation  of managing agency agreement

330      Special provisions regarding existing managing agents

Term of office of existing managing agents to terminate on 15th August, 1960.

331      Application of Act to existing managing agents.

332      Restrictions on number of managing agencies

No person to be managing agent of more than ten companies after 15th August, 1960.

333      Right to charge on assets

Right of managing agent to charge on company’s assets.

334      Vacation of office, removal and resignation

Vacation of office on insolvency, dissolution or winding up, etc.

335      Suspension from office where receiver appointed.

336      Vacation of office on conviction in certain cases.

337      Removal for fraud or breach of trust.

338      Removal for gross negligence or mismanagement.

339      Power to call meetings for the purposes of sections 337 and 338 and procedure.

340      Time when certain disqualifications will take effect.

341      Conviction not to operate as disqualification if convicted part­ner, director, etc., is expelled.

342      Resignation of office by managing agent.

343      Transfers of, and succession to, office

Transfer of office by managing agent.

344      Managing agency not to be heritable after commencement of Act.

345      Succession to managing agency by inheritance or device under agreement before commencement of Act, to be subject to Central Government’s approval.

346      Changes in constitution of firms and corporations

Changes in constitution of managing agency, firm or corporation to be approved by Central Government.

347      Application of Schedule VIII to certain managing agents.

348      Remuneration of managing agents

Remuneration of managing agent ordinarily not to exceed 10 per cent of net profits.

349      Determination of net profits.

350      Ascertainment of depreciation.

351      Special provision where there is a profit-sharing arrangement between two or more companies.

352      Payment of additional remuneration.

353      Time of payment of remuneration.

354      Managing agent not entitled to office allowance but entitled to be reimbursed in respect of expenses.

355      Saving

356      Appointments as selling and buying agents

Appointment of managing agent or associate as selling agent of goods produced by the company.

357      Application of section 356 to case where business of company consists of the supply or rendering of any services.

358      Appointment of managing agent or associate as buying agent for company.

359      Commission, etc., of managing agent as buying or selling agent of other concerns.

360      Contracts between managing agent or associate and company for the sale or purchase of goods or the supply of services, etc.

361      Existing contracts relating to matters dealt with in sections 356 to 360 to terminate on 1st March, 1958.

362      Registers to be open to inspection.

363      Remuneration received in contravention of foregoing sections to be held in trust for company.

364      Assignment of, or charge on, remuneration

Company not to be bound by assignment of, or charge on, managing agent’s remuneration.

365      Compensation for termination of office

Prohibition of payment of compensation for loss of office in certain cases.

366      Limit of compensation for loss of office.

367      Other rights and liabilities not affected on termination of office

Managing agent’s rights and liabilities after termination of office.

368      Restrictions on Powers

Managing agent to be subject to control of Board and to restric­tions in Schedule VII.

369      Loans to managing agent

370      Loans, etc., to companies under the same management.

370A   Provisions as to certain loans which could not have been made if sections 369 and 370 were in force.

371      Penalty for contravention of [ [***] section 370 or 370A].

372      Purchase by company of shares, etc., of other companies.

372A   Inter-corporate loans and investments.

373      Investments made before commencement of Act.

374      Penalty for contravention of section 372 or 373.

375      Managing agent not to engage in business competing with business of managed company.

376      Conditions prohibiting reconstruction or amalgamation of company.

377      Restrictions on right of managing agent to appoint directors.

Chapter IV

A. Secretaries and Treasurers

378      Appointment of secretaries and treasurers.

379      Provisions applicable to managing agents to apply to secretaries and treasurers with the exceptions and modifications specified in sections 380 to 383.

380      Sections 324, 330 and 332 not to apply.

381      Section 348 to apply subject to a modification.

382      Secretaries and treasurers not to appoint directors.

383      Secretaries and treasurers not to sell goods or articles produced by company, etc., unless authorised by board.

383A   Certain companies to have secretaries.

B. Managers

384      Firm or body corporate  not to be appointed manager.

385      Certain persons not to be appointed managers.

386      Number of companies of which a person may be appointed manager.

387      Remuneration of manager.

388      Application of sections [269, 310], 311, 312 and 317 to managers.

388A   Sections 386 to 388 not to apply to certain private companies.

Chapter IVA

Powers of Central Government to remove Managerial
Personnel from office on the recommendation
of the [tribunal]

388B    Reference to [Tribunal] of cases against managerial personnel.

388C. Interim order by [Tribunal].

388D   Decision of the [Tribunal]]].

388E    Power of Central Government to remove managerial personnel on the basis of [Tribunal’s] decision.

Chapter V

Arbitration, Compromises, Arrangements
and Reconstructions

389      Power for  companies to refer matters to arbitration.

390      Interpretation of sections 391 and 393.

391      Power to compromise or make arrangements with creditors and members.

392      Power of Tribunal to enforce compromise and arrangement.

393      Information as to compromises or arrangements with creditors and members.

394      Provisions for facilitating reconstruction and amalgamation of companies.

394A   Notice to be given to Central Government for applications under sections 391 and 394.

395      Power and duty to acquire shares of shareholders dissenting from scheme or contract approved by majority.

396      Power of Central Government to provide for amalgamation of compa­nies in national interest.

396A   Preservation of books and papers of amalgamated company.

Chapter VI

Prevention of oppression and mismanagement

A. Powers of [tribunal]

397      Application to [Tribunal] for relief in cases of oppression.

398      Application to [Tribunal] for relief in cases of mismanagement.

399      Right to apply under sections 397 and 398.

400      Notice to be given to Central Government of applications under sections 397 and 398.

401      Right of Central Government to apply under sections 397 and 398.

402      Powers of [Tribunal] on application under section 397 or 398.

403      Interim order by [Tribunal].

404      Effect of alteration of memorandum or articles of company by order under section 397 or 398.

405      Addition of respondents to application under section 397 or 398.

406      Application of sections 539 to 544 to proceedings under sections 397 and 398.

407      Consequences of termination or modification of certain agree­ments.

B. Powers of Central Government

408      Powers of Government to prevent oppression or mismanagement.

409      Power of [Tribunal] to prevent change in Board of directors likely to affect company prejudicially.

Chapter VII

Constitution and Powers of [Advisory Committee]

410      Appointment of Advisory Committee.

411      Duties of Advisory Commission.

412      Forms and procedure in cases referred to Advisory Commission.

413      Powers of Advisory Commission.

414      Penalties.

415      Immunity for action taken in good faith.

Chapter VIII

Miscellaneous Provisions

416      Contracts where company is undisclosed principal

Contracts by agents of company in which company is undisclosed principal.

417      Employees’ securities and provident funds

Employees’ securities to be deposited in [post office savings bank or Scheduled Bank].

418      Provisions applicable to provident funds of employees.

419      Right of employee to see bank’s receipt for moneys or securities referred to in section 417 or 418.

420      Penalty for contravention of sections 417, 418 and 419.

421      Receivers and managers

422      Invoices, etc., to refer to receiver where there is one.

423      Penalty for non-compliance with sections 421 and 422.

424      Application of sections 421 to 423 to receivers and managers appointed by Tribunal and managers appointed in pursuance of an instrument.

Part VIA

Revival and Rehabilitation of Sick
Industrial Companies

424A   Reference to Tribunal.

424B   Inquiry into working of sick industrial companies.

424C   Powers of Tribunal to make suitable order on completion of in­quiry.

424D   Preparation and sanction of schemes.

424E    Rehabilitation by giving financial assistance.

424F    Arrangement for continuing operations, etc., during inquiry.

424G   Winding up of sick industrial company.

424H   Operating agency to prepare complete inventory, etc.

424I     Direction not to dispose of assets.

424J    Power of Tribunal to call for periodic information.

424K   Misfeasance proceedings.

424L    Penalty for certain offences.


Part VII

Winding UP

Chapter I



425      Modes of winding up

426      Contributories

Liability as contributories of present and past members.

427      Obligations of directors and managers whose liability is unlimited.

428      Definition of “contributory”.

429      Nature of liability of contributory.

430      Contributories in case of death of member.

431      Contributories in case of insolvency of member.

432      Contributories in case of winding up of a body corporate which is a member.

Chapter II

Winding up by the [tribunal]

433      Cases in which company may be wound up by the [Tribunal]

434      Company when deemed unable to pay its debts.

435      Transfer of winding up proceedings to District Court.

436      Withdrawal and transfer of winding up from one District Court to another.

437      Power of  High Court to retain winding up proceedings in Dis­trict Court.

438      Jurisdiction of  High Court under sections 435, 436 and 437 to be exercised at any time and at any stage.

439      Petition for winding up

Provisions as to applications for winding up.

440      Right to present winding up petition where company is being wound up voluntarily.

441      Commencement of winding up by Tribunal.

441A   Levy by way of cess and formation of Rehabilitation & Revival Fund

Levy and collection of cess on turnover or gross receipts of companies.

441B   Crediting proceeds of cess to Consolidated Fund of India.

441C   Rehabilitation Fund.

441D   Application of Fund.

441E    Power to call for information.

441F    Penalty for non-payment of cess.

441G   Refund of fund in certain cases.

442      Powers of [Tribunal]

Power of Court to stay or restrain proceedings against company.

443      Power of Tribunal on hearing petition.

444      Order for winding up to be communicated to Official Liquidator and Registrar.

445      Copy of winding up order to be filed with Registrar.

446      Suits stayed on winding up order.

446A   Responsibility of directors and officers to submit to Tribu­nal audited books and accounts.

447      Effect of winding up order.

448      Official liquidators

Appointment of Official Liquidator.

449      Official Liquidator to be liquidator.

450      Appointment and powers of provisional liquidator.

451      General provisions as to liquidators.

452      Style, etc., of liquidator.

453      Receiver not to be appointed of assets with liquidator. 

454      Statement of affairs to be made to Official Liquidator.

455      Report by Official Liquidator.

456      Custody of company’s property.

457      Powers of liquidator.

458      Discretion of liquidator.

458A   Exclusion of certain time in computing periods of limitation.

459      Provision for legal assistance to liquidator.

460      Exercise and control of liquidator’s powers.

461      Books to be kept by liquidator.

462      Audit of liquidator’s accounts.

463      Control of Central Government over liquidators.

464      Committee of inspection

Appointment and composition of committee of inspection.

465      Constitution and proceedings of committee of inspection.

466      General powers of [Tribunal] in case of winding up by [Tribunal]

Power of Tribunal to stay winding up.

467      Settlement of list of contributories and application of assets.

468      Delivery of property to liquidator.

469      Payment of debts due by contributory and extent of set-off.

470      Power of Tribunal to make calls.

471      Payment into bank of moneys due to company.

472      Moneys and securities paid into bank to be subject to order of Tribunal.

473      Order on contributory to be conclusive evidence.

474      Power to exclude creditors not proving in time.

475      Adjustment of rights of contributories.

476      Power to order costs.

477      Power to summon persons suspected of having property of company, etc.

478      Power to order public examination of promoters, directors, etc.

479      Power to arrest absconding contributory.

480      Saving of existing powers of Tribunal.

481      Dissolution of company.

482      Enforcement of and appeal from orders

Order made in any Court to be enforced by other Courts.

483      Appeals from orders.

Chapter III

Voluntary Winding Up

484      Resolutions for, and commencement of, voluntary winding up

Circumstances in which company may be wound up voluntarily.

485      Publication of resolution to wind up voluntarily.

486      Commencement of voluntary winding up.

487      Consequences of voluntary winding up

Effect of voluntary winding up on status of company.

488      Declaration of solvency

Declaration of solvency in case of proposal to wind up voluntarily.

489      Provisions applicable to a members’ voluntary winding up

490      Power of company to appoint and fix remuneration of liquidators.

491      Board’s powers to cease on appointment of liquidator.

492      Power to fill vacancy in office of liquidator.

493      Notice of appointment of liquidator to be given to Registrar.

494      Power of liquidator to accept shares, etc., as consideration for sale of property of company.

495      Duty of liquidator to call creditors’ meeting in case of insol­vency.

496      Duty of liquidator to call general meeting at end of each year.

497      Final meeting and dissolution.

498      Alternative provisions as to annual and final meetings in case of insolvency.

499      Provisions applicable to a creditors’ voluntary winding up

500      Meeting of creditors.

501      Notice of resolutions passed by creditors’ meeting to be given to Registrar.

502      Appointment of liquidator.

503      Appointment of committee of inspection.

504      Fixing of liquidators’ remuneration.

505      Board’s powers to cease on appointment of liquidator.

506      Power to fill vacancy in office of liquidator.

507      Application of section 494 to a creditors’ voluntary winding up.

508      Duty of liquidator to call meetings of company and of creditors at end of each year.

509      Final meeting and dissolution.

510      Provisions applicable to every voluntary winding up

511      Distribution of property of company.

511A   Application of section 454 to voluntary winding up.

512      Powers and duties of liquidator in voluntary winding up.

513      Body corporate not to be appointed as liquidator.

514      Corrupt inducement affecting appointment as liquidator. 

515      Power of Tribunal to appoint and remove liquidator in volun­tary winding up.

516      Notice by liquidator of his appointment.

517      Arrangement when binding on company and creditors.

518      Power to apply to Tribunal to have questions determined or powers exercised.

519      Application of liquidator to Tribunal for public examination of promoters, directors, etc.

520      Costs of voluntary winding up.

521      Saving of right of creditors and contributories to apply for winding up.

Chapter IV

Winding up subject to supervision of Court

522      Power to order winding up subject to supervision.

523      Effect of petition for winding up subject to supervision.

524      Power of Court to appoint or remove liquidators.

525      Powers and obligations of liquidator appointed by Court.

526      Effect of supervision order.

527      Appointment in certain cases of voluntary liquidators to office of liquidators.

Chapter V

Provisions applicable to every mode of winding up

528      Proof and ranking of claims

Debts of all descriptions to be admitted to proof.

529      Application of insolvency rules in winding up of insolvent compa­nies.

529A   Overriding preferential payments.

530      Preferential payments.

531      Effect of winding up on antecedent and other transactions

Fraudulent preference.

531A   Avoidance of voluntary transfer.

532      Transfers for benefit of all creditors to be void.

533      Liabilities and rights of certain fraudulently preferred persons.

534      Effect of floating charge.

535      Disclaimer of onerous property in case of a company which is being wound up.

536      Avoidance of transfers, etc., after commencement of winding up.

537      Avoidance of certain attachments, executions, etc., in winding up by Tribunal.

538      Offences antecedent to or in course of winding up

Offences by officers of companies in liquidation.

539      Penalty for falsification of books.

540      Penalty for frauds by officers.

541      Liability where proper accounts not kept.

542      Liability for fraudulent conduct of business.

543      Power of Tribunal to assess damages against delinquent directors, etc.

544      Liability under sections 542 and 543 to extend to partners or directors in firm or company.

545      Prosecution of delinquent officers and members of company.

546      Miscellaneous provisions

Liquidator to exercise certain powers subject to sanction.

547      Notification that a company is in liquidation.

548      Books and papers of company to be evidence.

549      Inspection of books and papers by creditors and contributories.

550      Disposal of books and papers of company.

551      Information as to pending liquidations.

552      Official Liquidator to make payments into the public account of India.

553      Voluntary liquidator to make payments into Scheduled Bank.

554      Liquidator not to pay moneys into private banking account.

555      Unpaid dividends and undistributed assets to be paid into the Companies Liquidation Account 

556      Enforcement of duty of liquidator to make returns, etc.

557      Supplementary powers of [Tribunal]

Meetings to ascertain wishes of creditors or contributories.

558      Court or person before whom affidavit may be sworn.

559      Provisions as to dissolution

Power of [Tribunal] to declare dissolution of company void.

560      Power of Registrar to strike defunct company off register.


Application of act to companies formed or registered under previ­ous companies laws

561      Application of Act to companies formed and registered under previous companies laws.

562      Application of Act to companies registered but not formed under previous companies laws.

563      Application of Act to unlimited companies registered under previ­ous companies laws.

564      Mode of transferring shares in the case of companies registered under Acts 19 of 1857 and 7 of 1860.

Part IX

Companies authorised to register under this Act

565      Companies capable of being registered.

566      Definition of “joint-stock company”.

567      Requirements for registration of joint-stock companies.

568      Requirements for registration of companies not being joint-stock companies.

569      Authentication of statements of existing companies.

570      Power of Registrar to require evidence as to nature of company.

571      Notice to customers on registration of banking company with limited liability.

572      Change of name for purposes of registration.

573      Addition of “Limited” or “Private Limited” to name.

574      Certificate of registration of existing companies.

575      Vesting of property on registration.

576      Saving for existing liabilities.

577      Continuation of pending legal proceedings.

578      Effect of registration under Part.

579      Power to substitute memorandum and articles for deed of settle­ment.

580      Power of Court to stay or restrain proceedings.

581      Suits stayed on winding up order.

 Part IXA

Chapter I

Producer Companies

581A   Definitions.

Chapter II

Incorporation of Producer Companies and other matters

581B   Objects of Producer Company.

581C   Formation of Producer Company and its registration.

581D   Membership and voting rights of Members of Producer Company.

581E    Benefits to Members.

581F    Memorandum of Producer Company.

581G   Articles of association.

581H   Amendment of memorandum.

581I     Amendment of articles.

581J    Option to inter-State co-operative societies to become Producer Companies.

581K   Effect of incorporation of Producer Company.

581L    Vesting of undertaking in Producer Company.

581M  Concession, etc., to be deemed to have been granted to Producer Company.

581N   Provisions in respect of officers and other employees of inter-State co-operative society.

Chapter III

Management of producer Company

581O   Number of directors.

581P    Appointment of directors.

581Q   Vacation of office by directors.

581R     Powers and functions of Board.

581S    Matters to be transacted at general meeting.

581T    Liability of directors.

581U   Committee of directors.

581V   Meetings of Board and quorum.

581W  Chief Executive and his functions.

581X   Secretary of Producer Company.

581Y    Quorum.

581Z    Voting rights.

Chapter IV

General meetings

581ZA Annual general meetings.

Chapter V

Share capital and members rights

581ZB Share capital.

581ZC Special user rights.

581ZD Transferability of shares and attendant rights.

Chapter VI

Finance, accounts and audit

581ZE Books of account.

581ZF  Internal audit.

581ZG Duties of auditor under this Part.

581ZH Donations or subscription by Producer Company.

581ZI  General and other reserves.

581ZJ  Issue of bonus shares.

Chapter VII

Loans to members and investments

581ZK Loan, etc., to Members.

581ZL Investment in other companies, formation of subsidiaries, etc.

Chapter VIII


581ZMPenalty for contravention.

Chapter IX

Amalgamation, merger or division

581ZN Amalgamation, merger or division, etc., to form new Producer Companies.

Chapter X

Resolution of disputes

581ZO Disputes.

Chapter XI

Miscellaneous provisions

581ZP  Strike off name of Producer Company.

581ZQ Provisions of this Part to override other laws.

581ZR Application of provisions relating to private companies.


Chapter XII

Reconversion of producer company to
inter-state co-operative society

581ZS  Reconversion of Producer Company to inter-State co-operative society.

581ZT Power to modify Act in its application to Producer Companies.


Part X

Winding up of unregistered companies

582      Meaning of “unregistered company”.

583      Winding up of unregistered companies.

584      Power to wind up foreign companies, although dissolved.

585      Contributories in winding up of unregistered company.

586      Power to stay or restrain proceedings.

587      Suits, etc., stayed on winding up order.

588      Directions as to property in certain cases.

589      Provisions of Part cumulative.

590      Saving and construction of enactments conferring power to wind up partnership, association or company in certain cases.

Part XI

Companies incorporated outside India

591      Provisions as to establishment of places of business in India

Application of sections 592 to 602 to foreign companies.

592      Documents, etc., to be delivered to Registrar by foreign companies carrying on business in India.

593      Return to be delivered to Registrar by foreign company where documents, etc., altered.

594      Accounts of foreign company.

595      Obligation to state name of foreign company, whether limited, and country where incorporated.

596      Service on foreign company.

597      Office where documents to be delivered.

598      Penalties.

599      Company’s failure to comply with Part not to affect its liability under contracts, etc.

600      Registration of charges, appointment of receiver and books of account.

601      Fees for registration of documents under Part.

602      Interpretation of foregoing sections of Part.

603      Prospectuses

Dating of prospectus and particulars to be contained therein.

604      Provisions as to expert’s consent and allotment.

605      Registration of prospectus.

606      Penalty for contravention of sections 603, 604 and 605.

607      Civil liability for mis-statements in prospectus.

608      Interpretation of provisions as to prospectuses.

Part XII

Registration Offices and Officers and Fees

609      Registration offices.

610      Inspection, production and evidence of documents kept by Regis­trar.

610A   Admissibility of micro films, facsimile copies of documents, computer printouts and documents on computer media as documents and as evidence.

610B   Provisions relating to filing of applications, documents inspection, etc., through electronic form.

610C   Power to modify Act in relation to electronic records (including the manner and form in which electronic records shall be filed).

610D   Providing of value added services through electronic form.

610E    Application of provision of Act 21 of 2000.

611      Fees in Schedule X to be paid.

612      Fees, etc., paid to Registrar and other officers to be accounted for to Central Government.

613      Power of Central Government to reduce fees, charges, etc.

614      Enforcement of duty of company to make returns, etc., to Regis­trar.

614A   Power of Court trying offences under the Act to direct the filing of documents with Registrar.



615      Collection of information and statistics from companies

Power of Central Government to direct companies to furnish infor­mation or statistics.

616      Application of Act to companies governed by special Acts

Application of Act to insurance, banking, electricity supply and other companies governed by special Acts.

617      Application of Act to Government companies

Definition of “Government company”.

618      Government companies not to have managing agents.

619      Application of sections 224 to 233 to Government companies.

619A   Annual reports on Government companies.

619B   Provisions of section 619 to apply to certain companies.

620      Power to modify Act in relation to Government companies.

620A   Modification of Act in its application to Nidhis and Mutual Benefit Societies

Power to modify Act in its application to Nidhis, etc.

620B   Special provisions as to companies in Goa, Daman and Diu.

620C   Special provisions as to companies in Jammu and Kashmir

621      Offences

Offences against Act to be cognizable only on complaint by Regis­trar, share-holder or Government.

621A   Composition of certain offences.

622      Jurisdiction to try offences.

623      Certain offences triable summarily in Presidency towns.

624      Offences to be non-cognizable.

624A   Power of Central Government to appoint company prosecutors.

624B   Appeal against acquittal.

625      Payment of compensation in cases of frivolous or vexatious prose­cution.

626      Application of fines.

627      Production and inspection of books where offence suspected.

628      Penalty for false statements.

629      Penalty for false evidence.

629A   Penalty where no specific penalty is provided elsewhere in the Act.

630      Penalty for wrongful withholding of property.

631      Penalty for improper use of words “Limited” and “Private Limited”.

632      Legal proceedings

Power to require limited company to give security for costs.

633      Power of Court to grant relief in certain cases.

634      Enforcement of orders of Courts.

634A   Enforcement of orders of Company Law Board.

635.      Enforcement of orders of one Court by other Courts.

635A   Protection of acts done in good faith.

635AA Non-disclosure of information in certain cases.

635B   Temporary protection of employees

Protection of employees during investigation by inspector or pendency of proceeding before [Appellate Tribunal] in certain cases.

636      Reduction of fees payable to company

Reduction of fees, charges, etc., payable to company.

637      Delegation of powers and functions of Central Government

Delegation by Central Government of its powers and functions under Act.

637A   [Grant of approval, etc., subject to conditions and levy of fees on applications]

[Power of Central Government or Tribunal to accord approval, etc., subject to conditions and to prescribe fees on applica­tions.

637AA Power of Central Government to fix a limit with regard to remuneration.

637B   Condonation of delays in certain cases.

638      Annual report on working of Act

Annual report by Central Government.

639      Annual reports on Government companies to be placed before Par­liament, etc.

640      Validation of registration of firms in certain cases

Validation of registration of firms as members of charitable and other companies.

640A   Computation of time for filing orders of Court [or the [Tribunal]]

Exclusion of time required in obtaining copies of order of Court or Tribunal.

640B   Schedules, forms and rules

Forms of, and procedure in relation to, certain applications.

641      Power to alter Schedules.

642      Power of Central Government to make rules.

643      Powers of Central Government to make rules relating to wind­ing up.

644      Repeals and savings

Repeal of Acts specified in Schedule XII.

645      Saving of orders, rules, etc., in force at commencement of Act.

646      Saving of operation of section 138 of Act 7 of 1913.

647      Saving of pending proceedings for winding up.

647A   Transfer of winding up proceedings to Tribunal.

648      Saving of prosecutions instituted by liquidator or Court  under section 237 of Act 7 of 1913.

649      Construction of references to former enactments in documents.

650      Construction of “Registrar of joint stock companies” in Act 21 of 1860.

651      Construction of references to extraordinary resolution in arti­cles, etc.

651A   Reference of winding up of companies in other laws.

652      Appointment under previous companies laws to have effect as if made under Act.

653      Former registration offices continued.

654      Registers under previous companies laws to be deemed to be part of registers under Act.

655      Funds and accounts under Act to be in continuation of funds and accounts under previous companies law.

656      Saving of incorporation under repealed Acts.

657      Saving of certain Tables under previous companies laws.

658      Section 6 of the General Clauses Act, 1897 (10 of 1897) to apply in addition to sections 645 to 657 of Act.