The Companies Act `2013
An Act to consolidate and amend the law relating to companies.
List of Chapters & Sections
PRELIMINARY
INCORPORATION OF COMPANY AND MATTERS INCIDENTAL THERETO
- 3Formation of company
- 3AMembers severally liable in certain cases
- 4Memorandum
- 5Articles
- 6Act to override memorandum, articles, etc
- 7Incorporation of company
- 8Formation of companies with charitable objects, etc
- 9Effect of registration
- 10Effect of memorandum and articles
- 11[Omitted]
- 12Registered office of company
- 13Alteration of memorandum
- 14Alteration of articles
- 15Alteration of memorandum or articles to be noted in every copy
- 16Rectification of name of company
- 17Copies of memorandum, articles, etc., to be given to members
- 18Conversion of companies already registered
- 19Subsidiary company not to hold shares in its holding company
- 20Service of documents
- 21Authentication of documents, proceedings and contracts
- 22Execution of bills of exchange, etc
PART I.--Public offer
- 23Public offer and private placement
- 24Power of Securities and Exchange Board to regulate issue and transfer of securities, etc
- 25Document containing offer of securities for sale to be deemed prospectus
- 26Matters to be stated in prospectus
- 27Variation in terms of contract or objects in prospectus
- 28Offer of sale of shares by certain members of company
- 29Public offer of securities to be in dematerialised form
- 30Advertisement of prospectus
- 31Shelf prospectus
- 32Red herring prospectus
- 33Issue of application forms for securitie
- 34Criminal liability for mis-statements in prospectus
- 35Civil liability for mis-statements in prospectus
- 36Punishment for fraudulently inducing persons to invest money
- 37Action by affected persons
- 38Punishment for personation for acquisition, etc., of securitie
- 39Allotment of securities by company
- 40Securities to be dealt with in stock exchanges
- 41Global depository receipt
PART II.--Private placement
SHARE CAPITAL AND DEBENTURES
- 43Kinds of share capital
- 44Nature of shares or debentures
- 45Numbering of share
- 46Certificate of shares
- 47Voting right
- 48Variation of shareholders‘ right
- 49Calls on shares of same class to be made on uniform basis
- 50Company to accept unpaid share capital, although not called up
- 51Payment of dividend in proportion to amount paid-u
- 52Application of premiums received on issue of shares
- 53Prohibition on issue of shares at discount
- 54Issues of sweat equity share
- 55Issue and redemption of preference shares
- 56Transfer and transmission of securities
- 57Punishment for personation of shareholder
- 58Refusal of registration and appeal against refusal
- 59Rectification of register of members
- 60Publication of authorised, subscribed and paid-up capital
- 61Power of limited company to alter its share capital
- 62Further issue of share capital
- 63Issue of bonus share
- 64Notice to be given to Registrar for alteration of share capital
- 65Unlimited company to provide for reserve share capital on conversion into limited company
- 66Reduction of share capital
- 67Restrictions on purchase by company or giving of loans by it for purchase of its shares
- 68Power of company to purchase its own securities
- 69Transfer of certain sums to capital redemption reserve account
- 70Prohibition for buy-back in certain circumstances
- 71Debenture
- 72Power to nominate
ACCEPTANCE OF DEPOSITS BY COMPANIES
REGISTRATION OF CHARGES
- 77Duty to register charges, et
- 78Application for registration of charg
- 79Section 77 to apply in certain matters
- 80Date of notice of charge
- 81Register of charges to be kept by Registrar
- 82Company to report satisfaction of charg
- 83Power of Registrar to make entries of satisfaction and release in absence of intimation from company
- 84Intimation of appointment of receiver or manager
- 85Company‘s register of charges
- 86Punishment for contravention
- 87Rectification by Central Government in Register of charges
MANAGEMENT AND ADMINISTRATION
- 88Register of members, etc
- 89Declaration in respect of beneficial interest in any shar
- 90Register of significant beneficial owners in a Company
- 91Power to close register of members or debenture holders or other security holder
- 92Annual return
- 93Omitted
- 94Place of keeping and inspection of registers, returns, etc
- 95Registers, etc., to be evidence
- 96Annual general meeting
- 97Power of Tribunal to call annual general meetin
- 98Power of Tribunal to call meetings of members, et
- 99Punishment for default in complying with provisions of sections 96 to 98
- 100Calling of extraordinary general meeting
- 101Notice of meeting
- 102Statement to be annexed to notic
- 103Quorum for meeting
- 104Chairman of meetings
- 105Proxie
- 106Restriction on voting rights
- 107Voting by show of hands
- 108Voting through electronic means
- 109Demand for poll
- 110Postal ballot
- 111Circulation of members‘ resolution
- 112Representation of President and Governors in meetings
- 113Representation of corporations at meeting of companies and of creditors
- 114Ordinary and special resolutions
- 115Resolutions requiring special notic
- 116Resolutions passed at adjourned meetin
- 117Resolutions 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
- 119Inspection of minute-books of general meetin
- 120Maintenance and inspection of documents in electronic form
- 121Report on annual general meeting
- 122Applicability of this Chapter to One Person Compan
DECLARATION AND PAYMENT OF DIVIDEND
ACCOUNTS OF COMPANIES
- 128Books of account, etc., to be kept by compan
- 129Financial statement
- 130Re-opening of accounts on court‘s or Tribunal‘s order
- 131Voluntary revision of financial statements or Board‘s repor
- 132Constitution of National Financial Reporting Authorit
- 133Central Government to prescribe accounting standard
- 134Financial statement, Board‘s report, etc
- 135Corporate Social Responsibilit
- 136Right of member to copies of audited financial statemen
- 137Copy of financial statement to be filed with Registra
- 138Internal Audit
AUDIT AND AUDITORS
- 139Appointment of auditor
- 140Removal, resignation of auditor and giving of special notice
- 141Eligibility, qualifications and disqualifications of auditors
- 142Remuneration of auditors
- 143Powers and duties of auditors and auditing standards
- 144Auditor not to render certain services
- 145Auditor to sign audit reports, etc
- 146Auditors to attend general meeting
- 147Punishment for contravention
- 148Central Government to specify audit of items of cost in respect of certain companies
APPOINTMENT AND QUALIFICATIONS OF DIRECTORS
- 149Company to have Board of Director
- 150Manner of selection of independent directors and maintenance of data bank of independent directors
- 151Appointment of director elected by small shareholders
- 152Appointment of director
- 153Application for allotment of Director Identification Number
- 154Allotment of Director Identification Number
- 155Prohibition to obtain more than one Director Identification Number
- 156Director to intimate Director Identification Numbe
- 157Company to inform Director Identification Number to Registrar
- 158Obligation to indicate Director Identification Number
- 159Penalty for default of certain provision
- 160Right of persons other than retiring directors to stand for directorship
- 161Appointment of additional director, alternate director and nominee director
- 162Appointment of directors to be voted individually
- 163Option to adopt principle of proportional representation for appointment of directors
- 164Disqualifications for appointment of director
- 165Number of directorships
- 166Duties of directors
- 167Vacation of office of director
- 168Resignation of director
- 169Removal of director
- 170Register of directors and key managerial personnel and their shareholding
- 171Members‘ right to inspect
- 172Punishment
MEETINGS OF BOARD AND ITS POWERS
- 173Meetings of Board
- 174Quorum for meetings of Boar
- 175Passing of resolution by circulatio
- 176Defects in appointment of directors not to invalidate actions take
- 177Audit committee
- 178Nomination and Remuneration Committee and Stakeholders Relationship Committee
- 179Powers of Board
- 180Restrictions on powers of Board
- 181Company to contribute to bona fide and charitable funds, etc
- 182Prohibitions and restrictions regarding political contribution
- 183Power of Board and other persons to make contributions to national defence fund, etc
- 184Disclosure of interest by director
- 185Loan to directors, et
- 186Loan and investment by compan
- 187Investments of company to be held in its own name
- 188Related party transactions
- 189Register of contracts or arrangements in which directors are intereste
- 190Contract of employment with managing or whole-time director
- 191Payment to director for loss of office, etc., in connection with transfer of undertaking, property or shares
- 192Restriction on non-cash transactions involving directors
- 193Contract by One Person Company
- 194Prohibition on forward dealings in securities of company by director or key managerial personne
- 195Prohibition on insider trading of securities
APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL
- 196Appointment of managing director, whole-time director or manager
- 197Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits
- 198Calculation of profit
- 199Recovery of remuneration in certain case
- 200Central Government or company to fix limit with regard to remuneratio
- 201Forms of, and procedure in relation to, certain applications
- 202Compensation for loss of office of managing or whole-time director or manager
- 203Appointment of key managerial personnel
- 204Secretarial audit for bigger companie
- 205Functions of company secretary
INSPECTION, INQUIRY AND INVESTIGATION
- 206Power to call for information, inspect books and conduct inquirie
- 207Conduct of inspection and inquiry
- 208Report on inspection made
- 209Search and seizure
- 210Investigation into affairs of company
- 211Establishment of Serious Fraud Investigation Offic
- 212Investigation into affairs of company by Serious Fraud Investigation Office
- 213Investigation into company‘s affairs in other cases
- 214Security for payment of costs and expenses of investigatio
- 215Firm, body corporate or association not to be appointed as inspecto
- 216Investigation of ownership of company
- 217Procedure, powers, etc., of inspectors
- 218Protection of employees during investigation
- 219Power of inspector to conduct investigation into affairs of related companies, etc
- 220Seizure of documents by inspecto
- 221Freezing of assets of company on inquiry and investigation
- 222Imposition of restrictions upon securities
- 223Inspector‘s report
- 224Actions to be taken in pursuance of inspector‘s report
- 225Expenses of investigatio
- 226Voluntary winding up of company, etc., not to stop investigation proceeding
- 227Legal advisers and bankers not to disclose certain information
- 228Investigation, etc., of foreign companies
- 229Penalty for furnishing false statement, mutilation, destruction of document
COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS
- 230Power to compromise or make arrangements with creditors and member
- 231Power to Tribunal to enforce compromise or arrangement
- 232Merger and amalgamation of companies
- 233Merger or amalgamation of certain companies
- 234Merger or amalgamation of company with foreign compan
- 235Power to acquire shares of shareholders dissenting from scheme or contract approved by majorit
- 236Purchase of minority shareholding
- 237Power of Central Government to provide for amalgamation of companies in public interest
- 238Registration of offer of schemes involving transfer of shares
- 239Preservation of books and papers of amalgamated companie
- 240Liability of officers in respect of offences committed prior to merger, amalgamation, etc
PREVENTION OF OPPRESSION AND MISMANAGEMENT
REGISTERED VALUERS
REMOVAL OF NAMES OF COMPANIES FROM THE REGISTER OF COMPANIES
REVIVAL AND REHABILITATION OF SICK COMPANIES
- 253Determination of sicknes
- 254Application for revival and rehabilitatio
- 255Exclusion of certain time in computing period of limitation
- 256Appointment of interim administrator
- 257Committee of creditors
- 258Order of Tribunal
- 259Appointment of administrato
- 260Powers and duties of company administrator
- 261Scheme of revival and rehabilitation
- 262Sanction of schem
- 263Scheme to be bindin
- 264Implementation of schem
- 265Winding up of company on report of company administrator
- 266Power of Tribunal to assess damages against delinquent directors, etc
- 267Punishment for certain offences
- 268Bar of jurisdictio
- 269Rehabilitation and Insolvency Fund
WINDING UP
PART I.--Winding up by the Tribunal
- 271Circumstances in which company may be wound up by Tribunal
- 272Petition for winding up
- 273Powers of Tribunal
- 274Directions for filing statement of affair
- 275Company Liquidators and their appointment
- 276Removal and replacement of liquidato
- 277Intimation to Company Liquidator, provisional liquidator and Registra
- 278Effect of winding up order
- 279Stay of suits, etc., on winding up order
- 280Jurisdiction of Tribunal
- 281Submission of report by Company Liquidato
- 282Directions of Tribunal on report of Company Liquidator
- 283Custody of company‘s propertie
- 284Promoters, directors, etc., to cooperate with Company Liquidator
- 285Settlement of list of contributories and application of assets
- 286Obligations of directors and managers
- 287Advisory Committee
- 288Submission of periodical reports to Tribunal
- 289Power of Tribunal on application for stay of winding up
- 290Powers and duties of Company Liquidator
- 291Provision for professional assistance to Company Liquidato
- 292Exercise and control of Company Liquidator‘s powers
- 293Books to be kept by Company Liquidato
- 294Audit of Company Liquidator‘s accounts
- 295Payment of debts by contributory and extent of set-off
- 296Power of Tribunal to make calls
- 297Adjustment of rights of contributories
- 298Power to order costs
- 299Power to summon persons suspected of having property of company, etc
- 300Power to order examination of promoters, directors, etc
- 301Arrest of person trying to leave India or abscond
- 302Dissolution of company by Tribunal
- 303Appeals from orders made before commencement of Act
Part II--Omitted.
- 304Circumstances in which company may be wound up voluntarily
- 305Declaration of solvency in case of proposal to wind up voluntarily
- 306Meeting of creditors
- 307Publication of resolution to wind up voluntarily
- 308Commencement of voluntary winding up
- 309Effect of voluntary winding up
- 310Appointment of Company Liquidator
- 311Power to remove and fill vacancy of Company Liquidato
- 312Notice of appointment of Company Liquidator to be given to Registrar
- 313Cesser of Board‘s powers on appointment of Company Liquidator
- 314Powers and duties of Company Liquidator in voluntary winding u
- 315Appointment of committees
- 316Company Liquidator to submit report on progress of winding up
- 317Report of Company Liquidator to Tribunal for examination of person
- 318Final meeting and dissolution of compan
- 319Power of Company Liquidator to accept shares, etc., as consideration for sale of property of compan
- 320Distribution of property of compan
- 321Arrangement when binding on company and creditors
- 322Power to apply to Tribunal to have questions determined, etc
- 323Costs of voluntary winding up
PART III.--Provisions applicable to every mode of winding up
- 324Debts of all descriptions to be admitted to proo
- 325Application of insolvency rules in winding up of insolvent companies
- 326Overriding preferential payments
- 327Preferential payments
- 328Fraudulent preferenc
- 329Transfers not in good faith to be voi
- 330Certain transfers to be void
- 331Liabilities and rights of certain persons fraudulently preferred
- 332Effect of floating charge
- 333Disclaimer of onerous property
- 334Transfers, etc., after commencement of winding up to be void
- 335Certain attachments, executions, etc., in winding up by Tribunal to be voi
- 336Offences by officers of companies in liquidation
- 337Penalty for frauds by officers
- 338Liability where proper accounts not kep
- 339Liability for fraudulent conduct of busines
- 340Power of Tribunal to assess damages against delinquent directors, et
- 341Liability under sections 339 and 340 to extend to partners or directors in firms or companie
- 342Prosecution of delinquent officers and members of company
- 343Company Liquidator to exercise certain powers subject to sanction
- 344Statement that company is in liquidation
- 345Books and papers of company to be evidence
- 346Inspection of books and papers by creditors and contributories
- 347Disposal of books and papers of compan
- 348Information as to pending liquidations
- 349Official Liquidator to make payments into public account of India
- 350Company Liquidator to deposit monies into scheduled ban
- 351Liquidator not to deposit monies into private banking account
- 352Company Liquidation Dividend and Undistributed Assets Accoun
- 353Liquidator to make returns, etc
- 354Meetings to ascertain wishes of creditors or contributorie
- 355Court, tribunal or person, etc., before whom affidavit may be sworn
- 356Power of Tribunal to declare dissolution of company void
- 357Commencement of winding up by Tribunal
- 358Exclusion of certain time in computing period of limitation
PART IV.--Official Liquidators
PARTI.--Companies authorised to Register under this Act
- 366Companies capable of being registere
- 367Certificate of registration of existing companie
- 368Vesting of property on registration
- 369Saving of existing liabilitie
- 370Continuation of pending legal proceedings
- 371Effect of registration under this Part
- 372Power of Court to stay or restrain proceeding
- 373Suits stayed on winding up orde
- 374Obligations of companies registering under this Par
PART II.--Winding up of unregistered companies
COMPANIES INCORPORATED OUTSIDE INDIA
- 379Application of Act to foreign companie
- 380Documents, etc., to be delivered to Registrar by foreign companies
- 381Accounts of foreign company
- 382Display of name, etc., of foreign compan
- 383Service on foreign company
- 384Debentures, annual return, registration of charges, books of account and their inspection
- 385Fee for registration of documents
- 386Interpretatio
- 387Dating of prospectus and particulars to be contained therein
- 388Provisions as to expert‘s consent and allotment
- 389Registration of prospectus
- 390Offer of India Depository Receipt
- 391Application of sections 34 to 36 and Chapter X
- 392Punishment for contraventio
- 393Company‘s failure to comply with provisions of this Chapter not to affect validity or contracts, et
GOVERNMENT COMPANIES
REGISTRATION OFFICES AND FEES
- 396Registration offices
- 397Admissibility of certain documents as evidence
- 398Provisions relating to filing of applications, documents, inspection, etc., in electronic form
- 399Inspection, production and evidence of documents kept by Registra
- 400Electronic form to be exclusive, alternative or in addition to physical form
- 401Provision of value added services through electronic for
- 402Application of provisions of Information Technology Act, 2000
- 403Fee for filing, et
- 404Fees, etc., to be credited into public account
COMPANIES TO FURNISH INFORMATION OR STATISTICS
NIDHIS
NATIONAL COMPANY LAW TRIBUNAL AND APPELLATE TRIBUNAL
- 407Definition
- 408Constitution of National Company Law Tribunal
- 409Qualification of President and Members of Tribuna
- 410Constitution of Appellate Tribunal
- 411Qualifications of Chairperson and members of Appellate Tribunal
- 412Selection of Members of Tribunal and Appellate Tribunal
- 413Term of office of President, Chairperson and other Member
- 414Salary, allowances and other terms and conditions of service of Members
- 415Acting President and Chairperson of Tribunal or Appellate Tribunal
- 416Resignation of Members
- 417Removal of Members
- 417AQualifications, terms and conditions of service of Chairperson and Member
- 418Staff of Tribunal and Appellate Tribuna
- 419Benches of Tribunal
- 420Orders of Tribunal
- 421Appeal from orders of Tribuna
- 422Expeditious disposal by Tribunal and Appellate Tribuna
- 423Appeal to Supreme Court
- 424Procedure before Tribunal and Appellate Tribunal
- 425Power to punish for contempt
- 426Delegation of power
- 427President, Members, officers, etc., to be public servant
- 428Protection of action taken in good faith
- 429Power to seek assistance of Chief Metropolitan Magistrate, etc
- 430Civil court not to have jurisdiction
- 431Vacancy in Tribunal or Appellate Tribunal not to invalidate acts or proceedings
- 432Right to legal representation
- 433Limitation
- 434Transfer of certain pending proceeding
SPECIAL COURTS
- 435Establishment of Special Court
- 436Offences triable by Special Courts
- 437Appeal and revision
- 438Application of Code to proceedings before Special Court
- 439Offences to be non-cognizable
- 440Transitional provisions
- 441Compounding of certain offences
- 442Mediation and Conciliation Panel
- 443Power of Central Government to appoint company prosecutor
- 444Appeal against acquittal
- 445Compensation for accusation without reasonable cause
- 446Application of fines
- 446AFactors for determining level of punishment
- 446BLesser penalties for One Person Companies or small companies
MISCELLANEOUS
- 447Punishment for frau
- 448Punishment for false statement
- 449Punishment for false evidence
- 450Punishment where no specific penalty or punishment is provided
- 451Punishment in case of repeated defaul
- 452Punishment for wrongful withholding of propert
- 453Punishment for improper use of ―Limited‖ or ―Private Limited‖
- 454Adjudication of penalties
- 455Dormant company
- 456Protection of action taken in good faith
- 457Non-disclosure of information in certain cases
- 458Delegation by Central Government of its powers and functions
- 459Power of Central Government of Tribunal to accord approval, etc., subject to conditions and to prescribe fees on application
- 460Condonation of delay in certain case
- 461Annual report by Central Governmen
- 462Power to exempt class or classes of companies from provisions of this Act
- 463Power of court to grant relief in certain cases
- 464Prohibition of association or partnership of persons exceeding certain number
- 465Repeal of certain enactments and savings
- 466Dissolution of Company Law Board and consequential provisions
- 467Power of Central Government to amend Schedules
- 468Power of Central Government to make rules relating to winding up
- 469Power of Central Government to make rules
- 470Power to remove difficulties