The Companies Act `2013
An Act to consolidate and amend the law relating to companies.2013
List of Chapters & Sections
PRELIMINARY
INCORPORATION OF COMPANY AND MATTERS INCIDENTAL THERETO
PART I.--Public offer
PART II.--Private placement
SHARE CAPITAL AND DEBENTURES
ACCEPTANCE OF DEPOSITS BY COMPANIES
REGISTRATION OF CHARGES
MANAGEMENT AND ADMINISTRATION
DECLARATION AND PAYMENT OF DIVIDEND
ACCOUNTS OF COMPANIES
AUDIT AND AUDITORS
APPOINTMENT AND QUALIFICATIONS OF DIRECTORS
MEETINGS OF BOARD AND ITS POWERS
APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL
INSPECTION, INQUIRY AND INVESTIGATION
COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS
PREVENTION OF OPPRESSION AND MISMANAGEMENT
REGISTERED VALUERS
REMOVAL OF NAMES OF COMPANIES FROM THE REGISTER OF COMPANIES
REVIVAL AND REHABILITATION OF SICK COMPANIES
WINDING UP
PART I.--Winding up by the Tribunal
Part II--Omitted.
PART III.--Provisions applicable to every mode of winding up
PART IV.--Official Liquidators
PARTI.--Companies authorised to Register under this Act
PART II.--Winding up of unregistered companies
COMPANIES INCORPORATED OUTSIDE INDIA
GOVERNMENT COMPANIES
REGISTRATION OFFICES AND FEES
COMPANIES TO FURNISH INFORMATION OR STATISTICS
NIDHIS
NATIONAL COMPANY LAW TRIBUNAL AND APPELLATE TRIBUNAL
SPECIAL COURTS
MISCELLANEOUS
PRELIMINARY
INCORPORATION OF COMPANY AND MATTERS INCIDENTAL THERETO
3Formation of company3AMembers severally liable in certain cases4Memorandum5Articles6Act to override memorandum, articles, etc7Incorporation of company8Formation of companies with charitable objects, etc9Effect of registration10Effect of memorandum and articles11[Omitted]12Registered office of company13Alteration of memorandum14Alteration of articles15Alteration of memorandum or articles to be noted in every copy16Rectification of name of company17Copies of memorandum, articles, etc., to be given to members18Conversion of companies already registered19Subsidiary company not to hold shares in its holding company20Service of documents21Authentication of documents, proceedings and contracts22Execution of bills of exchange, etcPART I.--Public offer
23Public offer and private placement24Power of Securities and Exchange Board to regulate issue and transfer of securities, etc25Document containing offer of securities for sale to be deemed prospectus26Matters to be stated in prospectus27Variation in terms of contract or objects in prospectus28Offer of sale of shares by certain members of company29Public offer of securities to be in dematerialised form30Advertisement of prospectus31Shelf prospectus32Red herring prospectus33Issue of application forms for securitie34Criminal liability for mis-statements in prospectus35Civil liability for mis-statements in prospectus36Punishment for fraudulently inducing persons to invest money37Action by affected persons38Punishment for personation for acquisition, etc., of securitie39Allotment of securities by company40Securities to be dealt with in stock exchanges41Global depository receiptPART II.--Private placement
SHARE CAPITAL AND DEBENTURES
43Kinds of share capital44Nature of shares or debentures45Numbering of share46Certificate of shares47Voting right48Variation of shareholders‘ right49Calls on shares of same class to be made on uniform basis50Company to accept unpaid share capital, although not called up51Payment of dividend in proportion to amount paid-u52Application of premiums received on issue of shares53Prohibition on issue of shares at discount54Issues of sweat equity share55Issue and redemption of preference shares56Transfer and transmission of securities57Punishment for personation of shareholder58Refusal of registration and appeal against refusal59Rectification of register of members60Publication of authorised, subscribed and paid-up capital61Power of limited company to alter its share capital62Further issue of share capital63Issue of bonus share64Notice to be given to Registrar for alteration of share capital65Unlimited company to provide for reserve share capital on conversion into limited company66Reduction of share capital67Restrictions on purchase by company or giving of loans by it for purchase of its shares68Power of company to purchase its own securities69Transfer of certain sums to capital redemption reserve account70Prohibition for buy-back in certain circumstances71Debenture72Power to nominateACCEPTANCE OF DEPOSITS BY COMPANIES
REGISTRATION OF CHARGES
77Duty to register charges, et78Application for registration of charg79Section 77 to apply in certain matters80Date of notice of charge81Register of charges to be kept by Registrar82Company to report satisfaction of charg83Power of Registrar to make entries of satisfaction and release in absence of intimation from company84Intimation of appointment of receiver or manager85Company‘s register of charges86Punishment for contravention87Rectification by Central Government in Register of chargesMANAGEMENT AND ADMINISTRATION
88Register of members, etc89Declaration in respect of beneficial interest in any shar90Register of significant beneficial owners in a Company91Power to close register of members or debenture holders or other security holder92Annual return93Omitted94Place of keeping and inspection of registers, returns, etc95Registers, etc., to be evidence96Annual general meeting97Power of Tribunal to call annual general meetin98Power of Tribunal to call meetings of members, et99Punishment for default in complying with provisions of sections 96 to 98100Calling of extraordinary general meeting101Notice of meeting102Statement to be annexed to notic103Quorum for meeting104Chairman of meetings105Proxie106Restriction on voting rights107Voting by show of hands108Voting through electronic means109Demand for poll110Postal ballot111Circulation of members‘ resolution112Representation of President and Governors in meetings113Representation of corporations at meeting of companies and of creditors114Ordinary and special resolutions115Resolutions requiring special notic116Resolutions passed at adjourned meetin117Resolutions and agreements to be filed118. Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot119Inspection of minute-books of general meetin120Maintenance and inspection of documents in electronic form121Report on annual general meeting122Applicability of this Chapter to One Person CompanDECLARATION AND PAYMENT OF DIVIDEND
ACCOUNTS OF COMPANIES
128Books of account, etc., to be kept by compan129Financial statement130Re-opening of accounts on court‘s or Tribunal‘s order131Voluntary revision of financial statements or Board‘s repor132Constitution of National Financial Reporting Authorit133Central Government to prescribe accounting standard134Financial statement, Board‘s report, etc135Corporate Social Responsibilit136Right of member to copies of audited financial statemen137Copy of financial statement to be filed with Registra138Internal AuditAUDIT AND AUDITORS
139Appointment of auditor140Removal, resignation of auditor and giving of special notice141Eligibility, qualifications and disqualifications of auditors142Remuneration of auditors143Powers and duties of auditors and auditing standards144Auditor not to render certain services145Auditor to sign audit reports, etc146Auditors to attend general meeting147Punishment for contravention148Central Government to specify audit of items of cost in respect of certain companiesAPPOINTMENT AND QUALIFICATIONS OF DIRECTORS
149Company to have Board of Director150Manner of selection of independent directors and maintenance of data bank of independent directors151Appointment of director elected by small shareholders152Appointment of director153Application for allotment of Director Identification Number154Allotment of Director Identification Number155Prohibition to obtain more than one Director Identification Number156Director to intimate Director Identification Numbe157Company to inform Director Identification Number to Registrar158Obligation to indicate Director Identification Number159Penalty for default of certain provision160Right of persons other than retiring directors to stand for directorship161Appointment of additional director, alternate director and nominee director162Appointment of directors to be voted individually163Option to adopt principle of proportional representation for appointment of directors164Disqualifications for appointment of director165Number of directorships166Duties of directors167Vacation of office of director168Resignation of director169Removal of director170Register of directors and key managerial personnel and their shareholding171Members‘ right to inspect172PunishmentMEETINGS OF BOARD AND ITS POWERS
173Meetings of Board174Quorum for meetings of Boar175Passing of resolution by circulatio176Defects in appointment of directors not to invalidate actions take177Audit committee178Nomination and Remuneration Committee and Stakeholders Relationship Committee179Powers of Board180Restrictions on powers of Board181Company to contribute to bona fide and charitable funds, etc182Prohibitions and restrictions regarding political contribution183Power of Board and other persons to make contributions to national defence fund, etc184Disclosure of interest by director185Loan to directors, et186Loan and investment by compan187Investments of company to be held in its own name188Related party transactions189Register of contracts or arrangements in which directors are intereste190Contract of employment with managing or whole-time director191Payment to director for loss of office, etc., in connection with transfer of undertaking, property or shares192Restriction on non-cash transactions involving directors193Contract by One Person Company194Prohibition on forward dealings in securities of company by director or key managerial personne195Prohibition on insider trading of securitiesAPPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL
196Appointment of managing director, whole-time director or manager197Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits198Calculation of profit199Recovery of remuneration in certain case200Central Government or company to fix limit with regard to remuneratio201Forms of, and procedure in relation to, certain applications202Compensation for loss of office of managing or whole-time director or manager203Appointment of key managerial personnel204Secretarial audit for bigger companie205Functions of company secretaryINSPECTION, INQUIRY AND INVESTIGATION
206Power to call for information, inspect books and conduct inquirie207Conduct of inspection and inquiry208Report on inspection made209Search and seizure210Investigation into affairs of company211Establishment of Serious Fraud Investigation Offic212Investigation into affairs of company by Serious Fraud Investigation Office213Investigation into company‘s affairs in other cases214Security for payment of costs and expenses of investigatio215Firm, body corporate or association not to be appointed as inspecto216Investigation of ownership of company217Procedure, powers, etc., of inspectors218Protection of employees during investigation219Power of inspector to conduct investigation into affairs of related companies, etc220Seizure of documents by inspecto221Freezing of assets of company on inquiry and investigation222Imposition of restrictions upon securities223Inspector‘s report224Actions to be taken in pursuance of inspector‘s report225Expenses of investigatio226Voluntary winding up of company, etc., not to stop investigation proceeding227Legal advisers and bankers not to disclose certain information228Investigation, etc., of foreign companies229Penalty for furnishing false statement, mutilation, destruction of documentCOMPROMISES, ARRANGEMENTS AND AMALGAMATIONS
230Power to compromise or make arrangements with creditors and member231Power to Tribunal to enforce compromise or arrangement232Merger and amalgamation of companies233Merger or amalgamation of certain companies234Merger or amalgamation of company with foreign compan235Power to acquire shares of shareholders dissenting from scheme or contract approved by majorit236Purchase of minority shareholding237Power of Central Government to provide for amalgamation of companies in public interest238Registration of offer of schemes involving transfer of shares239Preservation of books and papers of amalgamated companie240Liability of officers in respect of offences committed prior to merger, amalgamation, etcPREVENTION OF OPPRESSION AND MISMANAGEMENT
REGISTERED VALUERS
REMOVAL OF NAMES OF COMPANIES FROM THE REGISTER OF COMPANIES
REVIVAL AND REHABILITATION OF SICK COMPANIES
253Determination of sicknes254Application for revival and rehabilitatio255Exclusion of certain time in computing period of limitation256Appointment of interim administrator257Committee of creditors258Order of Tribunal259Appointment of administrato260Powers and duties of company administrator261Scheme of revival and rehabilitation262Sanction of schem263Scheme to be bindin264Implementation of schem265Winding up of company on report of company administrator266Power of Tribunal to assess damages against delinquent directors, etc267Punishment for certain offences268Bar of jurisdictio269Rehabilitation and Insolvency FundWINDING UP
PART I.--Winding up by the Tribunal
271Circumstances in which company may be wound up by Tribunal272Petition for winding up273Powers of Tribunal274Directions for filing statement of affair275Company Liquidators and their appointment276Removal and replacement of liquidato277Intimation to Company Liquidator, provisional liquidator and Registra278Effect of winding up order279Stay of suits, etc., on winding up order280Jurisdiction of Tribunal281Submission of report by Company Liquidato282Directions of Tribunal on report of Company Liquidator283Custody of company‘s propertie284Promoters, directors, etc., to cooperate with Company Liquidator285Settlement of list of contributories and application of assets286Obligations of directors and managers287Advisory Committee288Submission of periodical reports to Tribunal289Power of Tribunal on application for stay of winding up290Powers and duties of Company Liquidator291Provision for professional assistance to Company Liquidato292Exercise and control of Company Liquidator‘s powers293Books to be kept by Company Liquidato294Audit of Company Liquidator‘s accounts295Payment of debts by contributory and extent of set-off296Power of Tribunal to make calls297Adjustment of rights of contributories298Power to order costs299Power to summon persons suspected of having property of company, etc300Power to order examination of promoters, directors, etc301Arrest of person trying to leave India or abscond302Dissolution of company by Tribunal303Appeals from orders made before commencement of ActPart II--Omitted.
304Circumstances in which company may be wound up voluntarily305Declaration of solvency in case of proposal to wind up voluntarily306Meeting of creditors307Publication of resolution to wind up voluntarily308Commencement of voluntary winding up309Effect of voluntary winding up310Appointment of Company Liquidator311Power to remove and fill vacancy of Company Liquidato312Notice of appointment of Company Liquidator to be given to Registrar313Cesser of Board‘s powers on appointment of Company Liquidator314Powers and duties of Company Liquidator in voluntary winding u315Appointment of committees316Company Liquidator to submit report on progress of winding up317Report of Company Liquidator to Tribunal for examination of person318Final meeting and dissolution of compan319Power of Company Liquidator to accept shares, etc., as consideration for sale of property of compan320Distribution of property of compan321Arrangement when binding on company and creditors322Power to apply to Tribunal to have questions determined, etc323Costs of voluntary winding upPART III.--Provisions applicable to every mode of winding up
324Debts of all descriptions to be admitted to proo325Application of insolvency rules in winding up of insolvent companies326Overriding preferential payments327Preferential payments328Fraudulent preferenc329Transfers not in good faith to be voi330Certain transfers to be void331Liabilities and rights of certain persons fraudulently preferred332Effect of floating charge333Disclaimer of onerous property334Transfers, etc., after commencement of winding up to be void335Certain attachments, executions, etc., in winding up by Tribunal to be voi336Offences by officers of companies in liquidation337Penalty for frauds by officers338Liability where proper accounts not kep339Liability for fraudulent conduct of busines340Power of Tribunal to assess damages against delinquent directors, et341Liability under sections 339 and 340 to extend to partners or directors in firms or companie342Prosecution of delinquent officers and members of company343Company Liquidator to exercise certain powers subject to sanction344Statement that company is in liquidation345Books and papers of company to be evidence346Inspection of books and papers by creditors and contributories347Disposal of books and papers of compan348Information as to pending liquidations349Official Liquidator to make payments into public account of India350Company Liquidator to deposit monies into scheduled ban351Liquidator not to deposit monies into private banking account352Company Liquidation Dividend and Undistributed Assets Accoun353Liquidator to make returns, etc354Meetings to ascertain wishes of creditors or contributorie355Court, tribunal or person, etc., before whom affidavit may be sworn356Power of Tribunal to declare dissolution of company void357Commencement of winding up by Tribunal358Exclusion of certain time in computing period of limitationPART IV.--Official Liquidators
PART II.--Winding up of unregistered companies
COMPANIES INCORPORATED OUTSIDE INDIA
379Application of Act to foreign companie380Documents, etc., to be delivered to Registrar by foreign companies381Accounts of foreign company382Display of name, etc., of foreign compan383Service on foreign company384Debentures, annual return, registration of charges, books of account and their inspection385Fee for registration of documents386Interpretatio387Dating of prospectus and particulars to be contained therein388Provisions as to expert‘s consent and allotment389Registration of prospectus390Offer of India Depository Receipt391Application of sections 34 to 36 and Chapter X392Punishment for contraventio393Company‘s failure to comply with provisions of this Chapter not to affect validity or contracts, etGOVERNMENT COMPANIES
REGISTRATION OFFICES AND FEES
396Registration offices397Admissibility of certain documents as evidence398Provisions relating to filing of applications, documents, inspection, etc., in electronic form399Inspection, production and evidence of documents kept by Registra400Electronic form to be exclusive, alternative or in addition to physical form401Provision of value added services through electronic for402Application of provisions of Information Technology Act, 2000403Fee for filing, et404Fees, etc., to be credited into public accountCOMPANIES TO FURNISH INFORMATION OR STATISTICS
NIDHIS
NATIONAL COMPANY LAW TRIBUNAL AND APPELLATE TRIBUNAL
407Definition408Constitution of National Company Law Tribunal409Qualification of President and Members of Tribuna410Constitution of Appellate Tribunal411Qualifications of Chairperson and members of Appellate Tribunal412Selection of Members of Tribunal and Appellate Tribunal413Term of office of President, Chairperson and other Member414Salary, allowances and other terms and conditions of service of Members415Acting President and Chairperson of Tribunal or Appellate Tribunal416Resignation of Members417Removal of Members417AQualifications, terms and conditions of service of Chairperson and Member418Staff of Tribunal and Appellate Tribuna419Benches of Tribunal420Orders of Tribunal421Appeal from orders of Tribuna422Expeditious disposal by Tribunal and Appellate Tribuna423Appeal to Supreme Court424Procedure before Tribunal and Appellate Tribunal425Power to punish for contempt426Delegation of power427President, Members, officers, etc., to be public servant428Protection of action taken in good faith429Power to seek assistance of Chief Metropolitan Magistrate, etc430Civil court not to have jurisdiction431Vacancy in Tribunal or Appellate Tribunal not to invalidate acts or proceedings432Right to legal representation433Limitation434Transfer of certain pending proceedingSPECIAL COURTS
435Establishment of Special Court436Offences triable by Special Courts437Appeal and revision438Application of Code to proceedings before Special Court439Offences to be non-cognizable440Transitional provisions441Compounding of certain offences442Mediation and Conciliation Panel443Power of Central Government to appoint company prosecutor444Appeal against acquittal445Compensation for accusation without reasonable cause446Application of fines446AFactors for determining level of punishment446BLesser penalties for One Person Companies or small companiesMISCELLANEOUS
447Punishment for frau448Punishment for false statement449Punishment for false evidence450Punishment where no specific penalty or punishment is provided451Punishment in case of repeated defaul452Punishment for wrongful withholding of propert453Punishment for improper use of ―Limited‖ or ―Private Limited‖454Adjudication of penalties455Dormant company456Protection of action taken in good faith457Non-disclosure of information in certain cases458Delegation by Central Government of its powers and functions459Power of Central Government of Tribunal to accord approval, etc., subject to conditions and to prescribe fees on application460Condonation of delay in certain case461Annual report by Central Governmen462Power to exempt class or classes of companies from provisions of this Act463Power of court to grant relief in certain cases464Prohibition of association or partnership of persons exceeding certain number465Repeal of certain enactments and savings466Dissolution of Company Law Board and consequential provisions467Power of Central Government to amend Schedules468Power of Central Government to make rules relating to winding up469Power of Central Government to make rules470Power to remove difficulties