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Companies Act, 1956

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
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
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
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
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/b>
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
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
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 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
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 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
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
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)


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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