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Law
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Companies Act, 2013
Companies Act, 2013
471 sections published.
1
Short title, extent, commencement and application
2
Definitions
3
Formation of company
4
Memorandum
5
Articles
6
Act to override memorandum, articles, etc
7
Incorporation of company
8
Formulation 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
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 securities
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 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
43
Kinds of share capital
44
Nature of shares or debentures
45
Numbering of shares
46
Certificate of shares
47
Voting rights
48
Variations 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
Restriction 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
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
76A
Punishment for contravention of section 73 or section 76
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
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
Proxies
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 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
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
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 Natural 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
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
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
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
Restriction 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 directions
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
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
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
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
Protection 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 advisors and bankers not to disclose certain information
228
Investigation, etc., of foreign companies
229
Penalty for furnishing false statement, mutilation, destruction of documents
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
241
Application to Tribunal for relief in cases of oppression, etc
242
Powers of Tribunal
243
Consequences 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 and section 245
247
Valuation by registered valuers
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
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
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
Direction 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
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
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 pro of
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
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
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
Interpretation
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
394
Annual reports on Government companies
395
Annual reports where one or more State Governments are members of companies
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
405
Power of Central Government to direct companies to furnish information or statistics
406
Power to modify Act in its application to Nidhis
407
Definitions
408
Constitution of National Company Law Tribunal
409
Qualification of President and Members of Tribunal
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 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 Court
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
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 non-cognizable
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
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 in case of repeated default
452
Punishment for wrongful withholding of property
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
Powers of Central Government of Tribunal to accord approval, etc., subject to conditions and to prescribe fees on applications
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
