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Companies Act, 2013

(No. 18 of 2013)

Contents

Sections

Particulars

Chapter I

Preliminary

1

Short title, extent, commencement and application

2

Definitions.

Chapter II

Incorporation of Company and Matters Incidental Thereto

3

Formation of company

4

Memorandum

5

Articles

6

Act to override memorandum, articles, etc. Incorporation of company

7

Incorporation of company

8

Formation of companies with charitable objects, etc.

9

Effect of registration

10

Effect of memorandum and articles

11

Commencement of business, etc.

12

Registered office of company

13

Alteration of memorandum

14

Alteration of articles

15

Alteration of memorandum or articles to be noted in every copy

16

Rectification of name of company

17

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

18

Conversion of companies already registered

19

Subsidiary company not to hold shares in its holding company

20

Service of documents

21

Authentication of documents, proceedings and contracts

22

Execution of bills of exchange, etc.

Chapter III

Prospectus and Allotment of Securities

23

Public offer and private placement

24

Power of Securities and Exchange Board to regulate issue and transfer of securities, etc.

25

Document containing offer of securities for sale to be deemed prospectus

26

Matters to be stated in prospectus

27

Variation in terms of contract or objects in prospectus

28

Offer of sale of shares by certain members of company

29

Public offer of securities to be in dematerialized form

30

Advertisement of prospectus

31

Shelf prospectus

32

Red herring prospectus

33

Issue of application forms for securities

34

Criminal liability for misstatements in prospectus

35

Civil liability for misstatements in prospectus

36

Punishment for fraudulently inducing persons to invest money

37

Action by affected persons

38

Punishment for personation for acquisition, etc., of securities

39

Allotment of securities by company

40

Securities to be dealt with in stock exchanges

41

Global depository receipt

42

Offer or invitation for subscription of securities on private placement

Chapter IV

Share Capital and Debentures

43

Kinds of share capital

44

Nature of shares or debentures

45

Numbering of shares

46

Certificate of shares

47

Voting rights

48

Variation of shareholders’ rights

49

Calls on shares of same class to be made on uniform basis

50

Company to accept unpaid share capital, although not called up

51

Payment of dividend in proportion to amount paid up

52

Application of premiums received on issue of shares

53

Prohibition on issue of shares at discount

54

Issue of sweat equity shares

55

Issue and redemption of preference shares

56

Transfer and transmission of securities

57

Punishment for personation of shareholder

58

Refusal of registration and appeal against refusal

59

Rectification of register of members

60

Publication of authorised, subscribed and paid-up capital

61

Power of limited company to alter its share capital

62

Further issue of share capital

63

Issue of bonus shares

64

Notice to be given to Registrar for alteration of share capital

65

Unlimited company to provide for reserve share capital on conversion into limited company

66

Reduction of share capital

67

Restrictions on purchase by company or giving of loans by it for purchase of its shares

68

Power of company to purchase its own securities

69

Transfer of certain sums to capital redemption reserve account

70

Prohibition for buy-back in certain circumstances

71

Debentures

72

Power to nominate

Chapter V

Acceptance of Deposits by Companies

73

Prohibition on acceptance of deposits from public

74

Repayment of deposits, etc., accepted before commencement of this Act

75

Damages for fraud

76

Acceptance of deposits from public by certain companies

Chapter VI

Registration of Charges

77

Duty to register charges, etc.

78

Application for registration of charge

79

Section 77 to apply in certain matters

80

Date of notice of charge

81

Register of charges to be kept by Registrar

82

Company to report satisfaction of charge

83

Power of Registrar to make entries of satisfaction and release in absence of intimation From company

84

Intimation of appointment of receiver or manager

85

Company’s register of charges

86

Punishment for contravention

87

Rectification by Central Government in register of charges

Chapter VII

Management and Administration

88

Register of members, etc.

89

Declaration in respect of beneficial interest in any share

90

Investigation of beneficial ownership of shares in certain cases

91

Power to close register of members or debenture holders or other security holders

92

Annual return

93

Return to be filed with Registrar in case promoters’ stake changes

94

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

95

Registers, etc., to be evidence

96

Annual general meeting

97

Power of Tribunal to call annual general meeting

98

Power of Tribunal to call meetings of members, etc.

99

Punishment for default in complying with provisions of sections 96 to 98

100

Calling of extraordinary general meeting

101

Notice of meeting

102

Statement to be annexed to notice

103

Quorum for meetings

104

Chairman of meetings

105

Restriction on voting rights

106

Voting by show of hands

107

Voting by show of hands

108

Voting through electronic means

109

Demand for poll

110

Postal ballots

111

Circulation of members’ resolution

112

Representation of President and Governors in meetingst

113

Representation of corporations at meeting of companies and of creditors

114

Ordinary and special resolutions

115

Resolutions requiring special notice

116

Resolutions passed at adjourned meeting

117

Resolutions and agreements to be filed

118

Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot

119

Inspection of minute-books of general meeting

120

Maintenance and inspection of documents in electronic form

121

Report on annual general meeting

122

Applicability of this Chapter to One Person Company

Chapter VIII

Declaration and Payment of Dividend

123

Declaration of dividend

124

Unpaid Dividend Account

125

Investor Education and Protection Fund

126

Right to dividend, rights shares and bonus shares to be held in abeyance pending registration of transfer of shares

127

Punishment for failure to distribute dividends

Chapter IX

Accounts of Companies

128

Books of account, etc., to be kept by company

129

Financial statement

130

Re-opening of accounts on court’s or Tribunal’s orders

131

Voluntary revision of financial statements or Board’s report

132

Constitution of National Financial Reporting Authority

133

Central Government to prescribe accounting standards

134

Financial statement, Board’s report, etc.

135

Corporate Social Responsibility

136

Right of member to copies of audited financial statement

137

Copy of financial statement to be filed with Registrar

138

Internal audit

Chapter IX

Audit and Auditors

139

Appointment of auditors

140

Removal, resignation of auditor and giving of special notice

141

Eligibility, qualifications and disqualifications of auditors

142

Remuneration of auditors

143

Powers and duties of auditors and auditing standards

144

Auditor not to render certain services

145

Auditor to sign audit reports, etc.

146

Auditors to attend general meeting

147

Punishment for contravention

148

Central Government to specify audit of items of cost in respect of certain companies

Chapter XI

Appointment and Qualifications Of Directors

149

Company to have Board of Directors

150

Manner of selection of independent directors and maintenance of databank of independent directors.

151

Appointment of director elected by small shareholders

152

Appointment of directors

153

Application for allotment of Director Identification Number

154

Allotment of Director Identification Number

155

Prohibition to obtain more than one Director Identification Number

156

Director to intimate Director Identification Number

157

Company to inform Director Identification Number to Registrar

158

Obligation to indicate Director Identification Number

159

Punishment for contravention

160

Right of persons other than retiring directors to stand for directorship

161

Appointment of additional director, alternate director and nominee director

162

Appointment of directors to be voted individually

163

Option to adopt principle of proportional representation for appointment of directors

164

Disqualifications for appointment of director

165

Number of directorships

166

Duties of directors

167

Vacation of office of director

168

Resignation of director

169

Removal of directors

170

Register of directors and key managerial personnel and their shareholding

171

Members’ right to inspect

172

Punishment. Meetings of Board

Chapter XII

Meetings of Board and its Powers

173

Meetings of Board

174

Quorum for meetings of Board

175

Passing of resolution by circulation

176

Defects in appointment of directors not to invalidate actions taken

177

Audit Committee

178

Nomination and Remuneration Committee and Stakeholders Relationship Committee

179

Powers of Board

180

Restrictions on powers of Board

181

Company to contribute to bona fide and charitable funds, etc.

182

Prohibitions and restrictions regarding political contributions

183

Power of Board and other persons to make contributions to national defence fund, etc.

184

Disclosure of interest by director

185

Loan to directors, etc.

186

Loan and investment by company

187

Investments of company to be held in its own name

188

Related party transactions

189

Register of contracts or arrangements in which directors are interested

190

Contract of employment with managing or whole-time directors

191

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

192

Restriction on non-cash transactions involving directors

193

Contract by One Person Company

194

Prohibition on forward dealings in securities of company by director or key managerial personnel

195

Prohibition on insider trading of securities

Chapter XIII

Appointment and Remuneration of Managerial Personnel

196

Appointment of managing director, whole-time director or manager

197

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

198

Calculation of profits

199

Recovery of remuneration in certain cases

200

Central Government or company to fix limit with regard to remuneration

201

Forms of, and procedure in relation to, certain applications

202

Compensation for loss of office of managing or whole-time director or manager

203

Appointment of key managerial personnel

204

Secretarial audit for bigger companies

205

Functions of company secretary

Chapter XIV

Inspection, Inquiry And Investigation

206

Power to call for information, inspect books and conduct inquiries

207

Conduct of inspection and inquiry

208

Report on inspection made

209

Search and seizure

210

Investigation into affairs of companys

211

Establishment of Serious Fraud Investigation Office

212

Investigation into affairs of Company by Serious Fraud Investigation Office

213

Investigation into company’s affairs in other cases

214

Security for payment of costs and expenses of investigation

215

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

216

Investigation of ownership of company

217

Procedure, powers, etc., of inspectors

218

CProtection of employees during investigation

219

Power of inspector to conduct investigation into affairs of related companies, etc.

220

Seizure of documents by inspector

221

Freezing of assets of company on inquiry and investigation

222

Imposition of restrictions upon securities

223

Inspector’s report

224

Actions to be taken in pursuance of inspector’s report

225

Expenses of investigation

226

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

227

Legal advisers and bankers not to disclose certain information

228

Investigation, etc., of foreign companies

229

Penalty for furnishing false statement, mutilation, destruction of documents

Chapter XV

Compromises, Arrangements and Amalgamations

230

Power to compromise or make arrangements with creditors and members

231

Power of Tribunal to enforce compromise or arrangement

232

Merger and amalgamation of companies

233

Merger or amalgamation of certain companies

234

Merger or amalgamation of company with foreign company

235

Power to acquire shares of shareholders dissenting from scheme or contract approved by majority

236

Purchase of minority shareholding

237

Power of Central Government to provide for amalgamation of companies in public interest

238

Registration of offer of schemes involving transfer of shares

239

Preservation of books and papers of amalgamated companies

240

Liability of officers in respect of offences committed prior to merger, amalgamation, etc.

Chapter XVI

Prevention of Oppression and Mismanagement

241

Application to Tribunal for relief in cases of oppression, etc.

242

Powers of Tribunal

243

Consequence of termination or modification of certain agreements

244

Right to apply under section 241

245

Class action

246

Application of certain provisions to proceedings under section 241 or section 245

Chapter XVII

Registered Valuers

247

Valuation by registered valuers

Chapter XVIII

Removal of Names of Companies from the Register of Companies

248

Power of Registrar to remove name of company from register of companies

249

Restrictions on making application under section 248 in certain situations

250

Effect of company notified as dissolved

251

Fraudulent application for removal of name

252

Appeal to Tribunal

Chapter XIX

Revival and Rehabilitation of Sick Companies

253

Determination of sickness

254

Application for revival and rehabilitation

255

Exclusion of certain time in computing period of limitation

256

Appointment of interim administrator

257

Committee of creditors

258

Order of Tribunal

259

Appointment of administrator

260

Powers and duties of company administrator

261

Scheme of revival and rehabilitation

262

Sanction of scheme

263

Scheme to be binding

264

Implementation of scheme

265

Winding up of company on report of company administrator

266

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

267

Punishment for certain offences

268

Bar of jurisdiction

269

Rehabilitation and Insolvency Fund

Chapter XX

Winding Up

270

Modes of winding up

271

Circumstances in which company may be wound up by Tribunal

272

Petition for winding up

273

Powers of Tribunal

274

Directions for filing statement of affairs

275

Company Liquidators and their appointments

276

Removal and replacement of liquidator

277

Intimation to Company Liquidator, provisional liquidator and Registrar

278

Effect of winding up order

279

Stay of suits, etc., on winding up order

280

Jurisdiction of Tribunal

281

Submission of report by Company Liquidator

282

Directions of Tribunal on report of Company Liquidator

283

Custody of company's properties

284

Promoters, directors, etc., to cooperate with Company Liquidator

285

Settlement of list of contributories and application of assets

286

Obligations of directors and managers

287

Advisory committee

288

Submission of periodical reports to Tribunal

289

Power of Tribunal on application for stay of winding up

290

Powers and duties of Company Liquidator

291

Provision for professional assistance to Company Liquidator

292

Exercise and control of Company Liquidator's powers

293

Books to be kept by Company Liquidator

294

Audit of Company Liquidator's accounts

295

Payment of debts by contributory and extent of set-off

296

Power of Tribunal to make calls

297

Adjustment of rights of contributories

298

charges Power to order costs

299

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

300

Power to order examination of promoters, directors, etc.

301

Arrest of person trying to leave India or abscond

302

Dissolution of company by Tribunal

303

Appeals from orders made before commencement of Act

304

Circumstances in which company may be wound up voluntarily

305

Declaration of solvency in case of proposal to wind up voluntarily

306

Meeting of creditors

307

Publication of resolution to wind up voluntarily

308

Commencement of voluntary winding up

309

Effect of voluntary winding up

310

Appointment of Company Liquidators

311

Power to remove and fill vacancy of Company Liquidator

312

Notice of appointment of Company Liquidator to be given to Registrar

313

Cesser of Board's powers on appointment of Company Liquidator

314

Powers and duties of Company Liquidator in voluntary winding up

315

Appointment of committees

316

Company Liquidator to submit report on progress of winding up

317

Report of Company Liquidator to Tribunal for examination of persons

318

Final meeting and dissolution of company

319

Power of Company Liquidator to accept shares, etc., as consideration for sale of property of company

320

Distribution of property of company

321

Arrangement when binding on company and creditors

322

Power to apply to Tribunal to have questions determined, etc.

323

Costs of voluntary winding up

324

Debts of all descriptions to be admitted to proof

325

Application of insolvency rules in winding up of insolvent companies

326

Overriding preferential payments

327

Preferential payments

328

Fraudulent preference

329

Transfers not in good faith to be void

330

Certain transfers to be void

331

Liabilities and rights of certain persons fraudulently preferred

332

Effect of floating charge

333

Disclaimer of onerous property

334

Transfers, etc., after commencement of winding up to be void

335

Certain attachments, executions, etc., in winding up by Tribunal to be void

336

Offences by officers of companies in liquidation

337

Penalty for frauds by officers

338

Liability where proper accounts not kept

339

Liability for fraudulent conduct of business

340

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

341

Liability under sections 339 and 340 to extend to partners or directors in firms or companies

342

Prosecution of delinquent officers and members of company

343

Company Liquidator to exercise certain powers subject to sanction

344

Statement that company is in liquidation

345

Books and papers of company to be evidence

346

Inspection of books and papers by creditors and contributories

347

Disposal of books and papers of company

348

Information as to pending liquidations

349

Official Liquidator to make payments into public account of India

350

Company Liquidator to deposit monies into scheduled bank

351

Liquidator not to deposit monies into private banking account

352

Company Liquidation Dividend and Undistributed Assets Account

353

Liquidator to make returns, etc.

354

Meetings to ascertain wishes of creditors or contributories

355

Court, tribunal or person, etc., before whom affidavit may be sworn

356

Powers of Tribunal to declare dissolution of company void

357

Commencement of winding up by Tribunal

358

Exclusion of certain time in computing period of limitation

359

Appointment of Official Liquidator

360

Powers and functions of Official Liquidator

361

Summary procedure for liquidation

362

Sale of assets and recovery of debts due to company

363

Settlement of claims of creditors by Official Liquidator

364

Appeal by creditor

365

Order of dissolution of company

Chapter XXI

PART I.— Companies Authorised to Register Under this Act

366

Companies capable of being registered

367

Certificate of registration of existing companies

368

Vesting of property on registration

369

Saving of existing liabilities

370

Continuation of pending legal proceedings

371

Effect of registration under this Part

372

Power of Court to stay or restrain proceedings

373

Suits stayed on winding up order

374

Obligations of companies registering under this Part

375

Winding up of unregistered companies

376

Power to wind up foreign companies, although dissolved

377

Provisions of Chapter cumulative

378

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

Chapter XXII

Companies Incorporated Outside India

379

Application of Act to foreign companies

380

Documents, etc., to be delivered to Registrar by foreign companies

381

Accounts of foreign company

382

Display of name, etc., of foreign company

383

Service on foreign company

384

Debentures, annual return, registration of charges, books of account and their inspection

385

Fee for registration of documents

386

Interpretationn

387

Dating of prospectus and particulars to be contained therein

388

Provisions as to expert’s consent and allotment

389

Registration of prospectus

390

Offer of Indian Depository Receipts

391

Application of sections 34 to 36 and Chapter XX

392

Punishment for contravention

393

Company's failure to comply with provisions of this Chapter not to affect validity of contracts, etc.

Chapter XXIII

Government Companies

394

Annual reports on Government companies

395

Annual reports where one or more State Governments are members of companies

Chapter XXIV

Registration Offices and Fees

396

Registration offices

397

Admissibility of certain documents as evidence

398

Provisions relating to filing of applications, documents, inspection, etc., in electronic form

399

Inspection, production and evidence of documents kept by Registrar

400

Electronic form to be exclusive, alternative or in addition to physical form

401

Provision of value added services through electronic form

402

Application of provisions of Information Technology Act, 2000

403

Fee for filing, etc.

404

Fees, etc., to be credited into public account

Chapter XXV

Companies to Furnish Information or Statistics

405

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

Chapter XXVI

Nidhis

406

Power to modify Act in its application to Nidhis

Chapter XXVII

National Company Law Tribunal and Appellate Tribunal

407

Definitions

408

Constitution of National Company Law Tribunal

409

Qualification of President and Members of Tribunal

410

Constitution of Appellate Tribunals

411

Qualifications of chairperson and Members of Appellate Tribunal

412

Selection of Members of Tribunal and Appellate Tribunal

413

Term of office of President, chairperson and other Members

414

Salary, allowances and other terms and conditions of service of Members

415

Acting President and Chairperson of Tribunal or Appellate Tribunal

416

Resignation of Members

417

Removal of Members

418

Staff of Tribunal and Appellate Tribunal

419

Benches of Tribunal

420

Orders of Tribunal

421

Appeal from orders of Tribunal

422

Expeditious disposal by Tribunal and Appellate Tribunal

423

Appeal to Supreme

424

Procedure before Tribunal and Appellate Tribunal

425

Power to punish for contempt

426

Delegation of powers

427

President, Members, officers, etc., to be public servants

428

Protection of action taken in good faith

429

Power to seek assistance of Chief Metropolitan Magistrate, etc.

430

Civil court not to have jurisdiction

431

Vacancy in Tribunal or Appellate Tribunal not to invalidate acts or proceedings

432

Right to legal representation

433

Limitation

434

Transfer of certain pending proceedings

Chapter XXVIII

Special Courts

435

Establishment of Special Courts

436

Offences triable by Special Courts

437

Appeal and revision

438

Application of Code to proceedings before Special Court

439

Offences to be noncognizable

440

Transitional provisions

441

Compounding of certain offences

442

Mediation and Conciliation Panel

443

Power of Central Government to appoint company prosecutors

444

Appeal against acquittal

445

Compensation for accusation without reasonable cause

446

Application of fines.

Chapter XXIX

Miscellaneous

447

Punishment for fraud

448

Punishment for false statement

449

Punishment for false evidence

450

Punishment where no specific penalty or punishment is provided

451

Punishment for wrongful withholding of property

452

Punishment in case of repeated default

453

Punishment for improper use of “Limited” or “Private Limited”

454

Adjudication of penalties

455

Dormant company

456

Protection of action taken in good faith

457

Nondisclosure of information in certain cases

458

Delegation by Central Governemnt of its powers and functions

459

Powers of Central Government or Tribunal to accord approval, etc., subject to conditions and to prescribe fees on application

460

Condonation of delay in certain cases

461

Annual report by Central Government

462

Power to exempt class or classes of companies from provisions of this Act

463

Power of court to grant relief in certain cases

464

Prohibition of association or partnership of persons exceeding certain number

465

Repeal of certain enactments and savings

466

Dissolution of Company Law Board and consequential provisions

467

Power of Central Government to amend Schedules

468

Powers of Central Government to make rules relating to winding up

469

Power of Central Government to make rules

470

Power to remove difficulties

SCHEDULES

 

Schedule I

Memorandum of Association of a Company Limited by Shares

Schedule II

Useful Lives to Compute Depreciation

Schedule III

General Instructions For Preparation of Balance Sheet and Statement of Profit and Loss of a Company

Schedule IV

Code for Independent Directors

Schedule V

Conditions to be Fulfilled for the Appointment of A Managing or Whole-Time Director or A Manager without the Approval of the Central Government

Schedule VI

The Term “Infrastructural Projects” or “Infrastructural Facilities” Includes the Following Projects or Activities

Schedule VII

Activities which may be included by Companies in their Corporate Social Responsibility Policies Activities Relating to

[29th August, 2013]

An Act to consolidate and amend the law relating to companies.

BE it enacted by Parliament in the Sixty-fourth Year of the Republic of India as follows:—



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