Companies Act, 1956 | Bare Acts | Law Library

Companies Act, 1956

Contents
Sections	Particulars
Part I	Preliminary
1	short title, commencement and extent
2	Definitions
2A	Interpretation of certain words and expressions
3	Definitions ofcompany 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	[Omitted]
10B	[Omitted]
10C	[Omitted]
10D	[Omitted]
Part I-A	Board Of Company Law Administration
10E	Constitution of Board of Company Law Administration
10F	Appeals against the orders of the Company Law Board
Part II	Incorporation Of Company And Matters Incidental Thereto Certain Companies, Associations And Partnerships To Be Registered As Companies Under Act.
11	Prohibition of associations and partnerships exceeding certain number. Memorandum of Association
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 (Company Law Board) 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
	Provisions with respect to names of companies
20	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 withLimited in name of charitable or other company
	Articles of Association
26	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
	Change of registration of companies
32	Registration of unlimited company as limited, etc.
	General provisions with respect to memorandum and articles
33	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
	Membership of company
41	Definition ofmember
42	Membership of holding company
	Private companies
43	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
	Reduction of number of members bellow legal minimum
45	Members severally liable for debts where business carried on with fewer than seven, or in the case of a private company, two members
	Contracts and deeds, investment, seal, etc.
46	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
	Service of documents
51	Service of documents on company
52	Service of documents on Registrar
53	Service of documents on members by company
	Authentication of documents and proceedings
54	Authentication of documents and proceedings
Part III	Prospectus And Allotment, And Other Matters Relating To Issue Of shares Or Debentures
	Prospectus
55	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
58AAA	Default 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 misstatements 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 dematerialized form in certain cases Allotment
69	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
	Commissions and discounts
76	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
	Issue of shares at premium and discount
78	Application of premiums received on issue of shares
79	Power to issue shares at a discount
79A	Issue of sweat equity shares
	Issue and Redemption of preference shares etc.
80	Power to issue redeemable preference shares
80A	Redemption of irredeemable preference shares, etc
	Further issue of capital
81	Further issue of capital
Part IV	share Capital And Debentures
	Nature, numbering and certificate of shares
82	Nature of shares
83	Numbering of shares
84	Certificate of shares
	Kinds of share capital
85	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
	Miscellaneous provisions as to share capital
91	Calls on shares of some class to be made on uniform basis
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
	Reduction of share capital
100	Special resolution for reduction of share capital
101	Application to Court for confirming order, objections by creditors and settlement of list of objecting creditors
102	Order confirming reduction and powers of Court 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
	Variation of shareholders’ rights
106	Alteration of rights of holders of special classes of shares
107	Rights of dissentient shareholders
	Transfer of shares and debentures
108	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
	Issue of Certificate of shares, etc.
113	Limitation of time for issue of certificates
	share warrants
114	Issue and effect of share warrants to bearer
115	share warrants and entries in register of members
	Penalty for personation of shareholder
116	Penalty for personation of shareholder
	Special provisions as debentures
117	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 Company Law Board 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 Provision
	Registered Office and Name
146	Registered office of company
147	Publication of name by company
148	Publication of authorized as well as subscribed and paid-up capital
	Restrictions on Commencement of Business
149	Restrictions on commencement of business
	Registers of Members and Debentures-holders
150	Register of members
151	Index of members
152	Register and index of debenture holders
152A	Register and index of beneficial owners to be of debenture-holders
153	Trust not to be entered on register
153A	Appointment of public trustee
153B	Declaration as to shares and debentures held in trust
154	Power to close register of members or debenture holders
155	[Omitted]
156	[Omitted]
	Foreign Registers of Members or debenture-holders
157	Power for company to keep foreign register of members or debenture holder
158	Provisions as to foreign registers
	Annual Returns
159	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
	General Provisions regarding Registers and Returns
163	Place of keeping, and inspection of, registers and returns
164	Registers, etc., to be evidence
	Meetings and Proceedings
165	Statutory meeting and statutory report of company
166	Annual general meeting
167	Power of Company Law Board to call annual general meeting
168	Penalty for default in complying with section 166 or 167
169	Calling of extra1ordinary 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	Scrutinizers at poll
185	Manner of taking poll and result thereof
186	Power of Company Law Board 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 whch 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 meeting
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
	Prohibition of simultaneous appointment of different categories of managerial personnel
197A	Company not to appoint or employ certain different categories of managerial personnel at the same time
	Managerial remuneration, etc.
198	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
	Prevention of management by undesirable persons
202	Undercharged insolvent not to manage companies
203	Power to restrain fraudulent persons from managing companies
	Action on appointment of firms and bodies corporate to offices
204	Restriction on appointment of firm or body corporate to office or place of profit under a company
204A	[Omitted]
	idends and manner and time of payment thereof
205	idend to be paid only out of profits
205A	Unpaid idend to be transferred to special idend account
205B	Payment of unpaid or unclaimed idend
205C	Establishment of Investor Education and Protection Fund
206	idend not to be paid except to registered shareholders or to their order or to their bankers
206A	Right to idend, rights shares, and bonus shares to be held in abeyance pending registration of transfer of shares
207	Penalty for failure to distribute idends within forty-two days
	Payments of interest out of capital
208	Power of company to pay interest out of capital in certain cases
	Accounts
209	Books of account to be kept by company
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 representative 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 members 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
	Accounts
224	Appointment and remuneration of auditors
224A	Auditor not to be appointed except with the approval of the company by special resolution in certain cases
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 compan
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
	Power of Registrar to call for information, etc.
234	Power of Registrar to call for information or explanation
234A	Seizure of documents by Registrar
	Investigation
235	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, etc
240	Production of documents and evidence
240A	Seizure of documents by inspector
241	Inspectors' 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	[Omitted]
249	[Omitted]
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	Directors
	Constitution of Board of Directors
252	Minimum number of directors
253	Only iniduals 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	[Omitted]
262	Filling of casual vacancies among directors
263	Appointment of directors to be voted on inidually
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
	Managing Directors, etc.
267	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
	share qualification
270	Time within which share qualification is to be obtained and maximum amount thereof
271	[Omitted]
272	Penalty
273	Saving
	Disqualifications of Directors
274	Disqualifications of directors
	Restrictions on number of Directorship
275	No person to be a director of more than twenty companies
276	Choice to be made by director of more than twenty companies at commencement of Act
277	Choice by person becoming director of more than twenty companies after commencement of Act
278	Exclusion of certain directorships for the purposes of sections 275, 276 and 2
279	Penalty
	Retiring Age of Directors
280	[Omitted]
281	[Omitted]
282	[Omitted]
	Vacation of Office by Directors
283	Vacation of office by directors
284	Removal of directors
	Meeting of Board
285	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
	Board's Powers and Restrictions thereon
291	General powers of Board
292	Certain powers to be exercised by Board only at meeting
292A	Audit Committee
293	Restrictions on powers of Board
	Political contributions
293A	Prohibitions and restrictions regarding political contributions
293B	Power of Board and other persons to make contributions to the National Defense Fund, etc
	Appointment of Sole Selling Agents
294	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
294AA	Power 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	[Omitted]
	Procedure, etc. where Director interested
299	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
	Register of Directors, etc.
303	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
	Register of Director' shareholdings
307	Register of directors' shareholdings, etc
308	Duty of directors and persons deemed to be directors to make disclosure of shareholdings
	Remuneration of Directors
309	Remuneration of directors
310	Provisions 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
	Miscellaneous Provisions
312	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	[Omitted]
	Restrictions on Appointment of Managing Directors
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
	Compensation for Loss of Office
318	Compensation for loss of office not permissible except to managing or whole-time directors or to directors who are managers
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
	Directors with unlimited liability
322	Directors, etc., with unlimited liability in limited company
323	Special resolution of limited company making liability of directors, etc., unlimited
Chapter III	Managing Agents
	Prohibition of appointment of managing agent in certain cases
324	[Omitted]
324A	[Omitted]
325	[Omitted]
	Appointment and term of office
325A	[Omitted]
326	[Omitted]
327	[Omitted]
328	[Omitted]
	Variation of Managing agency agreement
329	[Omitted]
	Special provisions regarding existing managing agent
330	[Omitted]
331	[Omitted]
	Restrictions on number of managing agencies
332	[Omitted]
	Right to charge on assets
333	[Omitted]
	Vacation of office, removed and resignation
334	[Omitted]
335	[Omitted]
336	[Omitted]
337	[Omitted]
338	[Omitted]
339	[Omitted]
340	[Omitted]
341	[Omitted]
342	[Omitted]
	Transfer of, and succession to, office
343	[Omitted]
344	[Omitted]
345	[Omitted]
	Changes in constitution of firms and corporations
346	[Omitted]
347	[Omitted]
	Remuneration of managing agents
348	[Omitted]
349	Determination of net profits
350	Ascertainment of depreciation
351	[Omitted]
352	[Omitted]
353	[Omitted]
354	[Omitted]
355	Saving.
	Appointments as selling and buying agents
356	[Omitted]
357	[Omitted]
358	[Omitted]
359	[Omitted]
360	[Omitted]
361	[Omitted]
362	[Omitted]
363	[Omitted]
	Assignment of, or charge on, remuneration
364	[Omitted]
	Compensation for termination of office
365	[Omitted]
366	[Omitted]
	Other rights and liabilities not affected on termination of office
367	[Omitted]
	Restrictions on powers
368	[Omitted]
369	[Omitted]
370	Loans, etc., to companies under the same management
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 369, 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	[Omitted]
376	Condition prohibiting reconstruction or amalgamation of company except on continuance of managing agent, etc., to be void
377	[Omitted]
Chapter IV	A. Secretaries and Treasurers
378	[Omitted]
379	[Omitted]
380	[Omitted]
381	[Omitted]
382	[Omitted]
383	[Omitted]
383A	Certain companies to have secretaries
	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 IV A	Powers of Central Government to remove managerial personnel from office on the recommendation of Company Law Board.
388B	Reference to Company Law Board of cases against managerial personnel
388C	Interim order by Company Law Board
388D	Decision of the Company Law Board
388E	Power of Central Government to remove managerial personnel on the basis of Company Law Board's decision
Chapter V	Arbitration, Compromises, Arrangements and Reconstructions.
389	Repealed by Act 65 of 1960
390	Interpretation of sections 391 and 393
391	Power to compromise or make arrangements with creditors and members
392	Power of High Court to enforce compromises and arrangements
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 sheme 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 Company Law Board
397	Application to Company Law Board for relief in cases of oppression
398	Application to Company Law Board 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 Company Law Board on application under section 397 or 398
403	Interim order by Company Law Board
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 Company Law Board to prevent change in Board of directors likely to affect company prejudiciall
Chapter VII	Constitution and Powers of Advisory Committee
410	Appointment of Advisory Committee
411	[Omitted]
412	[Omitted]
413	[Omitted]
414	[Omitted]
415	[Omitted]
Chapter VIII	Constitution and Powers of Advisory Committee
	Contracts where Company is undisclosed Principal
416	Contracts by agents of company in which company is undisclosed principal. Employees' Securities and Provident Funds
417	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
	Receivers and Managers
421	Filing of accounts of receivers
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 Court and managers appointed in pursuance of an instrument
Part VII	Winding Up
Chapter I	Preliminary
	Modes of Winding up
425	Modes of winding up
	Contributories
426	Liability as contributories of present and past members
427	Obligations of directors and managers whose liability is unlimited
428	Definition ofcontributory
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 Court
	Cases in which Company may Wound up by the Court
433	Circumstances in which company may be wound up by Court
434	Company when deemed unable to pay its debts
	Transfer of Proceedings
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
	Petition for Winding up
439	Provisions as to applications for winding up
440	Right to present winding up petition where company is being wound up voluntarily or subject to Courts supervision
	Commencement of Winding up
441	Commencement of winding up by Court
	Powers of Court
442	Power of Court to stay or restrain proceedings against company
443	Powers of Court on hearing petition
	Consequences of Winding up Order
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
447	Effect of winding up order
448	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
	Committee of Inspection
464	Appointment and composition of committee of inspection
465	Constitution and proceedings of committee of inspection
	General Powers of Court in case of Winding up by Court
466	Power of Court 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 Court 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 Court
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 Court
481	Dissolution of company
	Enforcement of and Appeal from Orders
482	Order made in any Court to be enforced by other Courts
483	Appeals from orders
Chapter III	Voluntary Winding up
	Resolutions for, and commencement of, voluntary winding up
484	Circumstances in which company may be wound up voluntarily
485	Publication of resolution to wind up voluntarily
486	Commencement of voluntary winding up
	Consequences of Voluntary Winding up
487	Effect of voluntary winding up on status of company
	Declaration of Solvency
488	Declaration of solvency in case of proposal to wind up voluntarily
	Provisions applicable to a members' voluntary Winding up
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 a 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 the end of each year
497	Final meeting and dissolution
498	Alternative provisions as to annual and final meetings in case of insolvency
	Provisions applicable to a creditor's voluntary winding up
499	Provisions applicable to a creditor's 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
	Provisions applicable to every voluntary winding up
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 Court 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 Court to have questions determined or powers exercised
519	Application of liquidator to Court for public examination of promoters, directors, etc
520	Costs of voluntary winding up
521	Repealed by Act 65 of 1960
Chapter IV	Winding 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	Provision applicable to every mode of winding up
	Proof and ranking of claims
528	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
	Effect of winding up Antecedent and other Transactions
531	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 or subject to supervision of Court
	Offences antecedent to or in course of winding up
538	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 Court 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 the company
	Miscellaneous provisions
546	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 India
553	Voluntary liquidator to make payments into scheduled Bank
554	Liquidator not to pay moneys into private banking account
555	Unpaid idends and undistributed assets to be paid into the Companies Liquidation Account
556	Enforcement of duty of liquidator to make returns, etc
	Supplementary Powers of Court
557	Meetings to ascertain wishes of creditors or contributories
558	Court or person before whom affidavit may be sworn
	Provision as to dissolution
559	Power of Court to declare dissolution of company void
560	Power of Registrar to strike defunct company off register
PART VIII	Application Of Act To Companies Formed Or Registsered 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 Autorised To Register Under This Act
565	Companies capable of being registered
566	Definition ofjoint-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 ofLimited orPrivate 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 X	Winding Up Of Unregistered Companies
582	Meaning ofunregistered 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
	Provisions as to establishment of place of business in India
591	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
	Prospectuses
603	Dating of prospectus and particulars to be contained therein
604	Provisions as to expert's consent and allotment
605	Registration of prospectus
605A	Offer of Indian Depository Receipts
606	Penalty for contravention of sections 603, 604 and 605
607	Civil liability for mis-statements in prospectu
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
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
Part XIII	General
	Collection of Information and Statistics from companies
615	Power of Central Government to direct companies to furnish information or statistics
	Application of Act to Companies Governed by Special Acts
616	Application of Act to insurance, banking, electricity supply and other companies governed by special Acts
	Application of Act to Government Companies
617	Definition ofGovernment Company
618	[Omitted]
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
	Modification of Act its Application to Nidhis and Mutual Benefits
620A	Power to modify Act in its application to Nidhis, etc
620B	Special provisions as to companies in Goa, Daman and Diu
	Special Provisions as to Companies in Jammu and Kashmir
620C	Special provisions as to companies in Jammu and Kashmir
	Offences
621	Offences against Act to be cognizable only on complaint by Registrar, shareholder 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 wordsLimited andPrivate Limited
	Legal Proceedings
632	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
	Temporary Protection of employees
635B	Protection of employees during investigation by inspector or pendency of proceeding before Court in certain cases
	Reduction of fees payable to Company
636	Reduction of fees, charges, etc., payable to company
	Delegation of Powers and functions of Central Government
637	Delegation by Central Government of its powers and functions under Act
	Grant of Approval etc. subject to conditions and levy of fees on applications
637A	Powers of Central Government or Company Law Board 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
	Annual Report on Working of Act
638	Annual report by Central Government
639	Repealed by Act 65 of 1960
	Validation of registration of firms in certain cases
640	Validation of registration of firms as members of charitable and other companies
	Computation of time for filing orders of Court or the Company Law Board
640A	of time required in obtaining copies of orders of Court or the Company Law Board
	schedules, Forms and Rules
640B	Forms of, and procedure in relation to certain applications
641	Power to alter schedules
642	Power of Central Government to make rules
643	Power of Supreme Court to make rules
	Repeals and Savings
644	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
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	Repealed by Act 65 of 1960
651	Construction of references to extraordinary resolution in articles etc
652	Appointment under previous companies laws to have effect as if made under Act
653	Former registration offices continued
654	Registers under previous company’s 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 laws
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
schedules
schedule I	[See sections 2(2), 14, 28(1), 29 and 223]
Table - A	Regulations for Management of a Company Limited by shares
Table - B	Memorandum of Association of a Company Limited by shares
Table– C	Memorandum and Articles of Association of a Company Limited by Guarantee and not having a share Capital
Table - D	Memorandum and Articles of Association of a Company Limited by Guarantee and having a share Capital
Table - E	Memorandum and Articles of Association of an Unlimited Company
Table - F	Form of Statement to be Published by Limited Banking Companies, Insurance Companies and Deposit, provident or Benefit Societies
schedule IA	List of Relatives
schedule II	Matters to be specified in prospectus and reports to be set out therein
Part - I	Matters to be specified
Part - II	Reports to be set out
Part - III	Provisions applying to Parts I and II of the schedule
schedule III	Form of Statement in lieu of Prospectus to be delivered to Register by a Company which does not issue a Prospectus or which does not go to allotment on a prospectus issued, and reports to be set out therein
Part - I	Form of Statement and particulars to be contained therein
Part - II	Reports to be set out
Part - III	Provisions applying to Parts I and II of this schedule
schedule IV	Form of Statement in lieu of prospectus to be delivered to Registrar by a private company on becoming a public company and reports to be set out therein
Part - I	Form of statement and particulars to be contained therein
Part – II	Reports to be set out
Part - III	Provisions applying to Parts I and II of this schedule
schedule V	Contents and form of Annual Return of a company having a share capital
Part – I	Contents
Part – II	Form
schedule VI	[See section 211]
Part – I	Form of Balance-sheet
A	horizontal Form
B	Vertical Form
Part - II	Requirements as to Profit and Loss Account
Part - III	Interpretation
Part - IV	Balance sheet Abstract and Company's General Business Profile
schedule VII	[Redundant after abolition of the system of managing agents, secretaries and treasures by Act 17 of 1969, w.e.f. 3-4-1970]
schedule VIII	[Redundant after abolition of the system of managing agents, secretaries and treasures by Act 17 of 1969, w.e.f. 3-4-1970]
schedule IX	Form of Proxy
schedule X	Table of fees to be paid to the Registrar
schedule XI	Form in which sections 539 to 544 of Act are to apply to cases where an application is made under section 397 or 398
schedule XII	Enactments repealed
schedule XIII	Conditions to be fulfilled for the appointment of a managing or whole-time director or a manager without the approval of the Central Government
Part - I	Appointments
Part – II	Remuneration
Part – III	Provisions applicable to Parts I and II of this schedule
schedule XIV	Rates of depreciation
schedule XV	Under Section 108B(2)(b)

Preamble

Act No.1 of 1956

[18th January, 1956]

An Act to consolidate and amend the law relating to companies and certain other associations.

Comment: This is the basic law which governs the creation, continuation, the winding up of companies and also the relationships between the shareholders, the company, the public and the government. Coupled with other statutes dealing with corporate entities, this is an extremely important piece of legislation.

Be it enacted by Parliament in the Sixth Year of the Republic of India as follows :—

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