Companies Act, 1956
[1 of 1956]
1. Short title, commencement and extent.
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.
of “officer who is in default”.
6. Meaning of “relative”.
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.
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.
National Company Law Tribunal
10FB Constitution of National Company Law Tribunal.
for appointment of President and Members.
of office of President and Members.
and administrative powers of Member Administration.
allowances and other terms and conditions of service of President and other
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
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
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.
of Appellate Tribunal.
10GB Civil court not to have jurisdiction.
10GC Vacancy in Tribunal or Appellate Tribunal not to invalidate acts or
10GD Right to legal representation.
10GF Appeal to Supreme Court.
Incorporation of Company and Matters
Incidental thereto CERTAIN COMPANIES, ASSOCIATIONS
AND PARTNERSHIPS TO BE REGISTERED AS COMPANIES UNDER ACT
11. Prohibition of associations and partnerships exceeding certain
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.
resolution and confirmation by Central Government required for alteration of
17A Change of registered office within a State.
18. Alteration to be registered within three months.
19 Effect of failure to
20. Provisions with respect to
names of companies
Companies not to be registered with undesirable names.
21. Change of name by company.
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
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
31. Alteration of articles by special resolution.
32. Change of registration of
33. General provisions with
respect to memorandum and articles
Registration of memorandum and
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
40 Alteration of memorandum or articles, etc., to be noted in
Definition of “member”.
42 Membership of holding company.
43 Private companies
Consequences of default in
complying with conditions constituting a company a private company.
company to become public company in certain cases.
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
48 Execution of deeds.
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
53 Service of documents on
members by company.
54 Authentication of
documents and proceedings
allotment, and other matters relating to issue of shares or debentures
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.
relating to prospectus to apply to advertisement.
59 Penalty and interpretation.
60 Registration of
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
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.
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
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,
77 Restrictions on purchase
by company, or loans by company for purchase, of its own or its holding
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
78 Issue of shares at premium and discount
Application of premiums received on issue of shares.
79 Power to issue shares at a
79A Issue of sweat equity
80 [Issue and redemption of
Power to issue redeemable preference shares.
80A [Redemption of irredeemable preference shares, etc.
81 Further issue of capital
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
91 Miscellaneous provisions as to share capital
92 Power of company to accept unpaid share capital, although not
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
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
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’
Alteration of rights of holders of special classes of shares.
107 Rights of dissentient
108 Transfer of
shares and debentures
Transfer not to be registered except on production of
instrument of transfer.
108A Restriction on acquisition of
108B Restriction on transfer of
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
108F Nothing in sections 108A to 108D to apply to Government
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
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
117 Special provisions as to
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
120 Perpetual debentures.
121 Power to re-issue redeemed debentures
in certain cases.
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.
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
128 Particulars in case of series of debentures entitling holders
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
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
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.
143 Company’s register of
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.
146 Registered office of company.
147 Publication of name by company.
148 Publication of authorised as well as subscribed and paid-up
149 Restrictions on commencement
150 Registers of members and
Register of members.
151 Index of members.
152 Register and index of debenture holders.
152ARegister and index of
153 Trusts not to be entered on register.
153AAppointment of public
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
158 Provisions as to foreign
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
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
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.
177 Voting to be by show of
hands in first instance.
178 Chairman’s declaration of result of voting by show of hands to
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
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
187D Investigation of beneficial
ownership of shares in certain cases.
188 Circulation of members’ resolutions.
189 Ordinary and special
190 Resolutions requiring
191 Resolutions passed at
192 Registration of certain
resolutions and agreements.
192A Passing of resolutions by
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,
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
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
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.
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’
220 Three copies of balance sheet, etc., to be filed with
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.
Appointment and remuneration of auditors.
225 Provisions as to resolutions for appointing or removing
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,
Reading and inspection of auditor’s report.
231 Right of auditor to attend
232 Penalty for non-compliance with sections 225 to 231.
233 Penalty for non-compliance by auditor with sections 227 and
233A Power of Central Government to direct special audit in certain
233B [Audit of cost accounts in certain cases.
234 Power of Registrar to call for
Power of Registrar to call for information or explanation.
234A Seizure of documents by Registrar.
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
240A Seizure of documents by inspector.
241 Inspector’s report.
243 Application for winding up
of company or an order under section 397
244 Proceedings for recovery of damages or property.
245 Expenses of investigation.
246 Inspectors’ report to be evidence.
247 Investigation of ownership
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
251 Saving for legal advisers and bankers.
Minimum number of directors.
253 Only individuals to be
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
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
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,
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
Application for allotment of Director Identification Number.
266B Allotment of Director
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
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
271 Filing of declaration of
share qualification by director.
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.
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
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
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
Appointment of sole selling agents to require approval of company in
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
301 Register of contracts, companies and firms in which directors
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’
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
311 Increase in remuneration of
managing director on re-appointment or appointment after Act to require
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
317 Managing director not to be
appointed for more than five years at a time.
318 Compensation for loss of
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
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
Directors, etc., with unlimited liability in limited company.
323 Special resolution of
limited company making liability of directors, etc.,unlimited.
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
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,
of Act to existing managing agents.
332 Restrictions on number of
No person to be managing agent of more than ten companies after 15th
333 Right to charge on assets
Right of managing agent to charge on company’s assets.
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
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.
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.
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.
of managing agents
Remuneration of managing agent ordinarily not to exceed 10 per cent of
349 Determination of net
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.
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
358 Appointment of managing agent or associate as buying agent for
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
Company not to be bound by assignment of, or charge on, managing agent’s
365 Compensation for
termination of office
Prohibition of payment of compensation for loss of office in certain
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
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.
prohibiting reconstruction or amalgamation of company.
377 Restrictions on right of managing agent to appoint directors.
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
companies to have secretaries.
384 Firm or body corporate not to be appointed manager.
385 Certain persons not to be
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.
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.
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
394 Provisions for facilitating reconstruction and amalgamation of
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.
Prevention of oppression and
A. Powers of [tribunal]
397 Application to [Tribunal] for relief in cases of
398 Application to [Tribunal] for relief in cases of
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
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
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.
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.
415 Immunity for action taken in good faith.
416 Contracts where company is undisclosed
Contracts by agents of company in which company is undisclosed principal.
securities and provident funds
Employees’ securities to be deposited in [post office savings bank or
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.
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.
Revival and Rehabilitation of Sick
424A Reference to Tribunal.
424B Inquiry into working of sick
of Tribunal to make suitable order on completion of inquiry.
424D Preparation and sanction of
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
424J Power of Tribunal to call
for periodic information.
424K Misfeasance proceedings.
424L Penalty for certain offences.
425 Modes of winding up
Liability as contributories of present and past members.
427 Obligations of directors and managers whose liability is
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.
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
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
445 Copy of winding up order to
be filed with Registrar.
446 Suits stayed on winding up
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.
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
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
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.
of and appeal from orders
Order made in any Court to be enforced by other Courts.
483 Appeals from orders.
Voluntary Winding Up
for, and commencement of, voluntary winding up
Circumstances in which company may be wound up voluntarily.
485 Publication of resolution to wind up voluntarily.
of voluntary winding up.
of voluntary winding up
Effect of voluntary winding up on status of company.
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
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
applicable to a creditors’ voluntary winding up
500 Meeting of creditors.
501 Notice of resolutions passed by creditors’ meeting to be given
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
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
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
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 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
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
529A Overriding preferential payments.
530 Preferential payments.
531 Effect of winding up on
antecedent and other transactions
531A Avoidance of voluntary transfer.
532 Transfers for benefit of all creditors to be void.
533 Liabilities and rights of certain fraudulently preferred
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
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
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
Meetings to ascertain wishes of creditors or contributories.
558 Court or person before whom affidavit may be sworn.
559 Provisions as to
Power of [Tribunal] to
declare dissolution of company void.
560 Power of Registrar to strike defunct company off register.
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.
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
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
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.
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.
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
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
581N Provisions in respect of officers and other employees of
inter-State co-operative society.
of producer Company
581O Number of directors.
581P Appointment of directors.
581Q Vacation of office by directors.
and functions of Board.
581S Matters to be transacted at
581T Liability of directors.
581U Committee of directors.
581V Meetings of Board and quorum.
581W Chief Executive and his
of Producer Company.
581Z Voting rights.
581ZA Annual general meetings.
capital and members rights
581ZB Share capital.
581ZC Special user rights.
581ZD Transferability of shares and attendant rights.
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.
to members and investments
581ZK Loan, etc., to Members.
581ZL Investment in other companies, formation of subsidiaries, etc.
merger or division
581ZN Amalgamation, merger or division, etc., to form new Producer
581ZP Strike off name of Producer
581ZQ Provisions of this Part to
override other laws.
581ZR Application of provisions
relating to private companies.
Reconversion of producer
inter-state co-operative society
581ZS Reconversion of Producer Company to inter-State co-operative
581ZT Power to modify Act in its application to Producer Companies.
Winding up of unregistered
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
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.
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
601 Fees for registration of documents under Part.
602 Interpretation of foregoing sections of Part.
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.
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
of Act to companies governed by special Acts
Application of Act to insurance, banking, electricity supply and other
companies governed by special Acts.
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
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
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
630 Penalty for wrongful withholding of property.
631 Penalty for improper use of words “Limited” and “Private
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
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
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
Annual report by Central Government.
639 Annual reports on Government companies to be placed before Parliament,
640 Validation of registration
of firms in certain cases
Validation of registration of firms as members of charitable and other
of time for filing orders of Court [or the [Tribunal]]
Exclusion of time required in obtaining copies of order of Court or
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
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
651 Construction of references to extraordinary resolution in articles,
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