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 company s
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 Liquidator s
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:-