LawgistAll Acts
Companies Act
An Act to consolidate and amend the law relating to companies.
| Act Id | 201318 |
| Act Number | 18 |
| Enactment Date | 2013-08-29 |
| Act Year | 2013 |
| Ministry | Ministry of Corporate Affairs |
| Enforcement Date | 01-04-2014 |
- PRELIMINARY
- INCORPORATION OF COMPANY AND MATTERS INCIDENTAL THERETO
- 3 Formation of company
- 3A Members severally liable in certain cases
- 4 Memorandum
- 5 Articles
- 6 Act to override memorandum, articles, etc
- 7 Incorporation of company
- 8 Formation of companies with charitable objects, etc
- 9 Effect of registration
- 10 Effect of memorandum and articles
- 11 [Omitted]
- 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
- PART I.--Public offer
- 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 dematerialised form
- 30 Advertisement of prospectus
- 31 Shelf prospectus
- 32 Red herring prospectus
- 33 Issue of application forms for securitie
- 34 Criminal liability for mis-statements in prospectus
- 35 Civil liability for mis-statements in prospectus
- 36 Punishment for fraudulently inducing persons to invest money
- 37 Action by affected persons
- 38 Punishment for personation for acquisition, etc., of securitie
- 39 Allotment of securities by company
- 40 Securities to be dealt with in stock exchanges
- 41 Global depository receipt
- PART II.--Private placement
- SHARE CAPITAL AND DEBENTURES
- 43 Kinds of share capital
- 44 Nature of shares or debentures
- 45 Numbering of share
- 46 Certificate of shares
- 47 Voting right
- 48 Variation of shareholders‘ right
- 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-u
- 52 Application of premiums received on issue of shares
- 53 Prohibition on issue of shares at discount
- 54 Issues of sweat equity share
- 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 share
- 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 Debenture
- 72 Power to nominate
- ACCEPTANCE OF DEPOSITS BY COMPANIES
- REGISTRATION OF CHARGES
- 77 Duty to register charges, et
- 78 Application for registration of charg
- 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 charg
- 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
- MANAGEMENT AND ADMINISTRATION
- 88 Register of members, etc
- 89 Declaration in respect of beneficial interest in any shar
- 90 Register of significant beneficial owners in a Company
- 91 Power to close register of members or debenture holders or other security holder
- 92 Annual return
- 93 Omitted
- 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 meetin
- 98 Power of Tribunal to call meetings of members, et
- 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 notic
- 103 Quorum for meeting
- 104 Chairman of meetings
- 105 Proxie
- 106 Restriction on voting rights
- 107 Voting by show of hands
- 108 Voting through electronic means
- 109 Demand for poll
- 110 Postal ballot
- 111 Circulation of members‘ resolution
- 112 Representation of President and Governors in meetings
- 113 Representation of corporations at meeting of companies and of creditors
- 114 Ordinary and special resolutions
- 115 Resolutions requiring special notic
- 116 Resolutions passed at adjourned meetin
- 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 meetin
- 120 Maintenance and inspection of documents in electronic form
- 121 Report on annual general meeting
- 122 Applicability of this Chapter to One Person Compan
- DECLARATION AND PAYMENT OF DIVIDEND
- ACCOUNTS OF COMPANIES
- 128 Books of account, etc., to be kept by compan
- 129 Financial statement
- 130 Re-opening of accounts on court‘s or Tribunal‘s order
- 131 Voluntary revision of financial statements or Board‘s repor
- 132 Constitution of National Financial Reporting Authorit
- 133 Central Government to prescribe accounting standard
- 134 Financial statement, Board‘s report, etc
- 135 Corporate Social Responsibilit
- 136 Right of member to copies of audited financial statemen
- 137 Copy of financial statement to be filed with Registra
- 138 Internal Audit
- AUDIT AND AUDITORS
- 139 Appointment of auditor
- 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
- APPOINTMENT AND QUALIFICATIONS OF DIRECTORS
- 149 Company to have Board of Director
- 150 Manner of selection of independent directors and maintenance of data bank of independent directors
- 151 Appointment of director elected by small shareholders
- 152 Appointment of director
- 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 Numbe
- 157 Company to inform Director Identification Number to Registrar
- 158 Obligation to indicate Director Identification Number
- 159 Penalty for default of certain provision
- 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 director
- 170 Register of directors and key managerial personnel and their shareholding
- 171 Members‘ right to inspect
- 172 Punishment
- MEETINGS OF BOARD AND ITS POWERS
- 173 Meetings of Board
- 174 Quorum for meetings of Boar
- 175 Passing of resolution by circulatio
- 176 Defects in appointment of directors not to invalidate actions take
- 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 contribution
- 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, et
- 186 Loan and investment by compan
- 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 intereste
- 190 Contract of employment with managing or whole-time director
- 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 personne
- 195 Prohibition on insider trading of securities
- 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 profit
- 199 Recovery of remuneration in certain case
- 200 Central Government or company to fix limit with regard to remuneratio
- 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 companie
- 205 Functions of company secretary
- INSPECTION, INQUIRY AND INVESTIGATION
- 206 Power to call for information, inspect books and conduct inquirie
- 207 Conduct of inspection and inquiry
- 208 Report on inspection made
- 209 Search and seizure
- 210 Investigation into affairs of company
- 211 Establishment of Serious Fraud Investigation Offic
- 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 investigatio
- 215 Firm, body corporate or association not to be appointed as inspecto
- 216 Investigation of ownership of company
- 217 Procedure, powers, etc., of inspectors
- 218 Protection of employees during investigation
- 219 Power of inspector to conduct investigation into affairs of related companies, etc
- 220 Seizure of documents by inspecto
- 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 investigatio
- 226 Voluntary winding up of company, etc., not to stop investigation proceeding
- 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 document
- COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS
- 230 Power to compromise or make arrangements with creditors and member
- 231 Power to 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 compan
- 235 Power to acquire shares of shareholders dissenting from scheme or contract approved by majorit
- 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 companie
- 240 Liability 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
- 253 Determination of sicknes
- 254 Application for revival and rehabilitatio
- 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 administrato
- 260 Powers and duties of company administrator
- 261 Scheme of revival and rehabilitation
- 262 Sanction of schem
- 263 Scheme to be bindin
- 264 Implementation of schem
- 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 jurisdictio
- 269 Rehabilitation and Insolvency Fund
- WINDING UP
- PART I.--Winding up by the Tribunal
- 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 affair
- 275 Company Liquidators and their appointment
- 276 Removal and replacement of liquidato
- 277 Intimation to Company Liquidator, provisional liquidator and Registra
- 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 Liquidato
- 282 Directions of Tribunal on report of Company Liquidator
- 283 Custody of company‘s propertie
- 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 Liquidato
- 292 Exercise and control of Company Liquidator‘s powers
- 293 Books to be kept by Company Liquidato
- 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 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
- Part II--Omitted.
- 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
- 311 Power to remove and fill vacancy of Company Liquidato
- 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 u
- 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 person
- 318 Final meeting and dissolution of compan
- 319 Power of Company Liquidator to accept shares, etc., as consideration for sale of property of compan
- 320 Distribution of property of compan
- 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
- PART III.--Provisions applicable to every mode of winding up
- 324 Debts of all descriptions to be admitted to proo
- 325 Application of insolvency rules in winding up of insolvent companies
- 326 Overriding preferential payments
- 327 Preferential payments
- 328 Fraudulent preferenc
- 329 Transfers not in good faith to be voi
- 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 voi
- 336 Offences by officers of companies in liquidation
- 337 Penalty for frauds by officers
- 338 Liability where proper accounts not kep
- 339 Liability for fraudulent conduct of busines
- 340 Power of Tribunal to assess damages against delinquent directors, et
- 341 Liability under sections 339 and 340 to extend to partners or directors in firms or companie
- 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 compan
- 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 ban
- 351 Liquidator not to deposit monies into private banking account
- 352 Company Liquidation Dividend and Undistributed Assets Accoun
- 353 Liquidator to make returns, etc
- 354 Meetings to ascertain wishes of creditors or contributorie
- 355 Court, tribunal or person, etc., before whom affidavit may be sworn
- 356 Power 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
- PART IV.--Official Liquidators
- PARTI.--Companies authorised to Register under this Act
- 366 Companies capable of being registere
- 367 Certificate of registration of existing companie
- 368 Vesting of property on registration
- 369 Saving of existing liabilitie
- 370 Continuation of pending legal proceedings
- 371 Effect of registration under this Part
- 372 Power of Court to stay or restrain proceeding
- 373 Suits stayed on winding up orde
- 374 Obligations of companies registering under this Par
- PART II.--Winding up of unregistered companies
- COMPANIES INCORPORATED OUTSIDE INDIA
- 379 Application of Act to foreign companie
- 380 Documents, etc., to be delivered to Registrar by foreign companies
- 381 Accounts of foreign company
- 382 Display of name, etc., of foreign compan
- 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 Interpretatio
- 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 India Depository Receipt
- 391 Application of sections 34 to 36 and Chapter X
- 392 Punishment for contraventio
- 393 Company‘s failure to comply with provisions of this Chapter not to affect validity or contracts, et
- GOVERNMENT COMPANIES
- 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 Registra
- 400 Electronic form to be exclusive, alternative or in addition to physical form
- 401 Provision of value added services through electronic for
- 402 Application of provisions of Information Technology Act, 2000
- 403 Fee for filing, et
- 404 Fees, etc., to be credited into public account
- COMPANIES TO FURNISH INFORMATION OR STATISTICS
- NIDHIS
- NATIONAL COMPANY LAW TRIBUNAL AND APPELLATE TRIBUNAL
- 407 Definition
- 408 Constitution of National Company Law Tribunal
- 409 Qualification of President and Members of Tribuna
- 410 Constitution of Appellate Tribunal
- 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 Member
- 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
- 417A Qualifications, terms and conditions of service of Chairperson and Member
- 418 Staff of Tribunal and Appellate Tribuna
- 419 Benches of Tribunal
- 420 Orders of Tribunal
- 421 Appeal from orders of Tribuna
- 422 Expeditious disposal by Tribunal and Appellate Tribuna
- 423 Appeal to Supreme Court
- 424 Procedure before Tribunal and Appellate Tribunal
- 425 Power to punish for contempt
- 426 Delegation of power
- 427 President, Members, officers, etc., to be public servant
- 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 proceeding
- SPECIAL COURTS
- 435 Establishment of Special Court
- 436 Offences triable by Special Courts
- 437 Appeal and revision
- 438 Application of Code to proceedings before Special Court
- 439 Offences to be non-cognizable
- 440 Transitional provisions
- 441 Compounding of certain offences
- 442 Mediation and Conciliation Panel
- 443 Power of Central Government to appoint company prosecutor
- 444 Appeal against acquittal
- 445 Compensation for accusation without reasonable cause
- 446 Application of fines
- 446A Factors for determining level of punishment
- 446B Lesser penalties for One Person Companies or small companies
- MISCELLANEOUS
- 447 Punishment for frau
- 448 Punishment for false statement
- 449 Punishment for false evidence
- 450 Punishment where no specific penalty or punishment is provided
- 451 Punishment in case of repeated defaul
- 452 Punishment for wrongful withholding of propert
- 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 Non-disclosure of information in certain cases
- 458 Delegation by Central Government of its powers and functions
- 459 Power of Central Government of Tribunal to accord approval, etc., subject to conditions and to prescribe fees on application
- 460 Condonation of delay in certain case
- 461 Annual report by Central Governmen
- 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 Power of Central Government to make rules relating to winding up
- 469 Power of Central Government to make rules
- 470 Power to remove difficulties
