Companies Act, 1956

Short title, commencement and extent.

Definitions

Interpretation of certain words and expressions.

Definitions of "company", "existing company", "private company" and "public company".

Meaning of "holding company" and "subsidiary".

Public financial institutions.

Meaning of "officer who is in default".

Meaning of "relative".

Interpretation of "person in accordance with whose directions or instructions directors are accustomed to act".

Power of Central Government to declare an establishment not to be a branch office.

Act to override memorandum, articles, etc.

Jurisdiction of Courts.

Constitution of Tribunal.

Procedure of Tribunal.

Powers of Tribunal.

Appeals against decisions, etc., of the Tribunal.

Constitution of Board of Company Law Administration.

Appeals against the orders of the Company Law Board.

Dissolution of Company Law Board.

Constitution of National Company Law Tribunal.

Composition of Tribunal.

Qualifications for appointment of President and Members.

Term of office of President and Members.

Financial and administrative powers of Member administration.

Salary, allowances and other terms and conditions of service of President and other members.

Vacancy in Tribunal.

Resignation of President and Member.

Removal and suspension of President or Member.

Officers and employees of Tribunal.

Benches of Tribunal.

Order of Tribunal.

Power to review.

Delegation of powers.

Power to seek assistance of Chief Metropolitan Magistrate and District Magistrate.

Appeal from order of Tribunal.

Constitution of Appellate Tribunal.

Vacancy in Appellate Tribunal, etc.

Term of office of Chairperson and Members.

Resignation of Chairperson and Members.

Removal and suspension of Chairperson and Members of Appellate Tribunal.

Salary, allowances and other terms and conditions of service of Chairperson and Members.

Selection Committee.

Chairperson, etc., to be public servants.

Protection of action taken in good faith.

Procedure and powers of Tribunal and Appellate Tribunal.

Power to punish for contempt.

Staff of Appellate Tribunal.

Civil court not to have jurisdiction.

Vacancy in Tribunal or Appellate Tribunal not to invalidate acts or proceedings.

Right to legal representation.

Limitation.

Appeal to Supreme Court.

Prohibition of associations and partnerships exceeding certain number.

Mode of forming incorporated company.

Requirements with respect to memorandum.

Form of memorandum.

Printing and signature of memorandum.

Special provision as to alteration of memorandum consequent on alteration of name of State of Madras.

Special provision as to alteration of memorandum consequent on alteration of name of State of Mysore.

Alteration of memorandum.

Special resolution and confirmation by Central Government required for alteration of memorandum.

Change of registered office within a State.

Alteration to be registered within three months.

Effect of failure to register.

Companies not to be registered with undesirable names

Change of name by company

Rectification of name of company.

Registration of change of name and effect thereof.

Change of name of existing private limited companies.

Power to dispense with "Limited" in name of charitable or other company.

Articles prescribing regulations.

Regulations required in case of unlimited company, company limited by guarantee or private company limited by shares.

Adoption and application of Table A in the case of companies limited by shares.

Form of articles in the case of other companies.

Form and signature of articles.

Alteration of articles by special resolution.

Registration of unlimited company as limited, etc.

Registration of memorandum and articles.

Effect of registration.

Conclusiveness of certificate of incorporation.

Effect of memorandum and articles.

Provision as to companies limited by guarantee.

Effect of alteration in memorandum or articles.

Copies of memorandum and articles, etc., to be given to members.

Alteration of memorandum or articles, etc., to be noted in every copy.

Definition of "member".

Membership of holding company.

Consequences of default in complying with conditions constituting a company a private company.

Private company to become public company in certain cases.

Prospectus or statement in lieu of prospectus to be filed by private company on ceasing to be private company.

Members severally liable for debts where business carried on with fewer than seven, or in the case of a private company, two members.

Form of contracts.

Bills of exchange and promissory notes.

Execution of deeds.

Investments of company to be held in its own name.

Power for company to have official seal for use outside India.

Service of documents on company.

Service of documents on Registrar.

Service of documents on members by company.

Authentication of documents and proceedings.

Dating of prospectus.

Powers of Securities and Exchange Board of India.

Matters to be stated and reports to be set out in prospectus.

Expert to be unconnected with formation or management of company.

Expert's consent to issue of prospectus containing statement by him.

Depositsnot to be invited without issuing an advertisement.

Small depositors.

Default in acceptance or refund of deposits to be cognizable.

Provisions relating to prospectus to apply to advertisement.

Penalty and interpretation

Registration of prospectus.

Shelf prospectus.

Information memorandum.

Terms of contract mentioned in prospectus or statement in lieu of prospectus, not to be varied.

Civil liability for mis-statements in prospectus.

Criminal liability for mis-statements in prospectus

Document containing offer of shares or debentures for sale to be deemed prospectus.

Interpretation of provisions relating to prospectuses.

Newspaper advertisements of prospectus.

Construction of references to offering shares or debentures to the public, etc.

Penalty for fraudulently inducing persons to invest money

Personation for acquisition, etc., of shares.

Initial offer of securities to be in dematerialised form in certain cases.

Prohibition of allotment unless minimum subscription received.

Prohibition of allotment in certain cases unless statement in lieu of prospectus delivered to Registrar.

Effect of irregular allotment.

Applications for, and allotment of, shares and debentures.

Allotment of shares and debentures to be dealt in on stock exchange.

Manner of reckoning fifth, eighth and tenth days in sections 72 and 73.

Return as to allotments.

Power to pay certain commissions and prohibition of payment of all other commissions, discounts, etc.

Restrictions on purchase by company, or loans by company for purchase, of its own or its holding company's shares.

Power of company to purchase its own securities

Transfer of certain sums to capital redemption reserve account.

Prohibition for buy-back in certain circumstances.

Application of premiums received on issue of securities.

Power to issue shares at a discount.

Issue of sweat equity shares

Power to issue redeemable preference shares.

Redemption of irredeemable preference shares, etc.

Further issue of capital.

Nature of shares or debentures.

Numbering of shares.

Certificate of shares.

Two kinds of share capital.

New issues of share capital to be only of two kinds.

Voting rights.

Prohibition of issue of shares with disproportionate rights.

Termination of disproportionately excessive voting rights in existing companies.

Savings.

Calls on shares of same class to be made on uniform basis.

Power of company to accept unpaid share capital, although not called-up.

Payment of dividend in proportion to amount paid-up.

Power of limited company to alter its share capital.

Share capital to stand increased where an order is made under section 81(4).

Notice to Registrar of consolidation of share capital, conversion of shares into stock, etc.

Effect of conversion of shares into stock.

Notice of increase of share capital or of members.

Power of unlimited company to provide for reserve share capital on re-registration.

Reserve liability of limited company.

Special resolution for reduction of share capital.

Application to Tribunal for confirming order, objections by creditors, and settlement of list of objecting creditors.

Order confirming reduction and powers of Tribunal on making such order.

Registration of order and minute of reduction.

Liability of members in respect of reduced shares.

Penalty for concealing name of creditor, etc.

Alteration of rights of holders of special classes of shares.

Rights of dissentient shareholders.

Transfer not to be registered except on production of instrument of transfer.

Restriction on acquisition of certain shares.

Restriction on transfer of shares.

Restriction on the transfer of shares of foreign companies.

Power of Central Government to direct companies not to give effect to the transfer.

Time within which refusal to be communicated.

Nothing in sections 108A to 108D to apply to Government companies, etc.

Applicability of the provisions of sections 108A to 108F.

Construction of certain expressions used in sections 108A to 108G.

Penalty for acquisition or transfer of share in contravention of sections 108A to 108D.

Transfer by legal representative.

Nomination of shares

Transmission of shares.

Application for transfer.

Power to refuse registration and appeal against refusal.

Rectification of register on transfer.

Certification of transfers.

Limitation of time for issue of certificate.

Issue and effect of share warrants to bearer.

Share warrants and entries in register of members.

Penalty for personation of shareholder.

Debentures with voting rights not to be issued hereafter.

Debenture trust deed.

Appointment of debenture trustees and duties of debenture trustees.

Liability of company to create security and debenture redemption reserve.

Right to obtain copies of and inspect trust deed.

Liability of trustees for debenture holders.

Perpetual debentures.

Power to re-issue redeemed debentures in certain cases.

Specific performance of contract to subscribe for debentures.

Payments of certain debts out of assets subject to floating charge in priority to claims under the charge.

"Charge" to include mortgage in this Part.

Certain charges to be void against liquidator or creditors unless registered.

Date of notice of charge.

Registration of charges on properties acquired subject to charge.

Particulars in case of series of debentures entitling holders pari passu.

Particulars in case of commission, etc., on debentures.

Register of charges to be kept by Registrar.

Index to register of charges.

Certificate of registration

Endorsement of certificate of registration on debenture or certificate of debenture stock.

Duty of company as regards registration and right of interested party

Provisions of Part to apply to modification of charges.

Copy of instrument creating charge to be kept by company at registered office.

Entry in register of charges of appointment of receiver or manager.

Company to report satisfaction and procedure thereafter.

Power of Registrar to make entries of satisfaction and release in absence of intimation from company.

Copy of memorandum of satisfaction to be furnished to company.

Rectification by Central Government of register of charges.

Penalties.

Company's register of charges.

Right to inspect copies of instruments creating charges and company's register of charges.

Application of Part to charges requiring registration under it but not under previous law.

Registered office of company.

Publication of name by company.

Publication of authorised as well as subscribed and paid-up capital.

Restrictions on commencement of business.

Register of members.

Index of members.

Register and index of debenture holders.

Register and index of beneficial owners to be of debenture holder.

Trusts not to be entered on register.

Appointment of public trustee.

Declaration as to shares and debentures held in trust.

Power to close register of members or debenture holders.

Power of Court to rectify register of members.

Notice to Registrar of rectification of register.

Power for company to keep foreign register of members or debenture holders.

Provisions as to foreign registers.

Annual return to be made by company having a share capital.

Annual return to be made by company not having a share capital.

Further provisions regarding annual return and certificate to be annexed thereto.

Penalty and interpretation.

Place of keeping, and inspection of registers and returns.

Registers, etc., to be evidence.

Statutory meeting and statutory report of company.

Annual general meeting.

Power of Central Government to call annual general meeting.

Penalty for default in complying with section 166 or 167.

Calling of extraordinary general meeting on requisition.

Sections 171 to 186 to apply to meetings.

Length of notice for calling meeting.

Contents and manner of service of notice and persons on whom it is to be served.

Explanatory statement to be annexed to notice

Quorum for meeting.

Chairman of meeting.

Proxies.

Voting to be by show of hands in first instance.

Chairman's declaration of result of voting by show of hands to be conclusive.

Demand for poll.

Time of taking poll.

Restriction on exercise of voting right of members who have not paid calls, etc.

Restrictions on exercise of voting right in other cases to be void.

Right of member to use his votes differently.

Scrutineers at poll.

Manner of taking poll and result thereof.

Power of Tribunal to order meeting to be called.

Representation of corporations at meetings of companies and of creditors.

Representation of the President and Governors in meetings of companies of which they are members.

Exercise of voting rights in respect of shares held in trust.

Declaration by persons not holding beneficial interest in any share.

Investigation of beneficial ownership of shares in certain cases.

Circulation of members' resolutions.

Ordinary and special resolutions.

Resolutions requiring special notice.

Resolutions passed at adjourned meetings.

Registration of certain resolutions and agreements.

Passing of resolutions by postal ballot.

Minutes of proceedings of general meetings and of Board and other meetings.

Minutes to be evidence.

Presumptions to be drawn where minutes duly drawn and signed.

Inspection of minute books of general meetings.

Publication of reports of proceedings of general meetings.

Company not to appoint or employ certain different categories of managerial personnel at the same time.

Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits.

Calculation of commission, etc., in certain cases.

Prohibition of tax-free payments.

Avoidance of provisions relieving liability of officers and auditors of company.

Undischarged insolvent not to manage companies.

Power to restrain fraudulent persons from managing companies.

Restriction on appointment of firm or body corporate to office or place of profit under a company.

Restrictions on the appointment of former managing agents or secretaries and treasurers to any office.

Dividend to be paid only out of profits.

Unpaid dividend to be transferred to special dividend account.

Payment of unpaid or unclaimed dividend.

Establishment of Investor Education and Protection Fund.

Dividend not to be paid except to registered shareholders or to their order or to their bankers.

Right to dividend, rights shares, and bonus shares to be held in abeyance pending registration of transfer of shares.

Penalty for failure to distribute dividends within thirty days.

Power of company to pay interest out of capital in certain cases.

Books of account to be kept by company.

Inspection of books of account, etc., of companies.

Annual accounts and balance sheet.

Constitution of National Advisory Committee on Accounting Standards.

Form and contents of balance sheet and profit and loss account.

Balance sheet of holding company to include certain particulars as to its subsidiaries.

Financial year of holding company and subsidiary.

Rights of holding company's representatives and members.

Authentication of balance sheet and profit and loss account.

Profit and loss account to be annexed and auditors' report to be attached to balance sheet.

Board's report.

Penalty for improper issue, circulation or publication of balance sheet or profit and loss account.

Right of member to copies of balance sheet and auditors' report.

Three copies of balance sheet, etc., to be filed with Registrar.

Duty of officer to make disclosure of payments, etc.

Construction of references to documents annexed to accounts.

Certain companies to publish statement in the Form in Table F in Schedule I.

Appointment and remuneration of auditors.

Auditor not to be appointed except with the approval of the company by special resolution in certain cases.

Provisions as to resolutions for appointing or removing auditors.

Qualifications and disqualifications of auditors.

Powers and duties of auditors.

Audit of accounts of branch office of company.

Signature of audit report, etc.

Reading and inspection of auditor's report.

Right of auditor to attend general meeting.

Penalty for non-compliance with sections 225 to 231.

Penalty for non-compliance by auditor with sections 227 and 229.

Power of Central Government to direct special audit in certain cases.

Audit of cost accounts in certain cases.

Power of Registrar to call for information or explanation.

Seizure of documents by Registrar.

Investigation of the affairs of a company.

Application by members to be supported by evidence and power to call for security.

Investigation of company's affairs in other cases.

Firm, body corporate or association not to be appointed as inspector.

Power of inspectors to carry investigation into affairs of related companies, etc

Production of documents and evidence.

Seizure of documents by inspector.

Inspectors' report.

Prosecution.

Application for winding up of company or an order under section 397 or 398.

Proceedings for recovery of damages or property.

Expenses of investigation.

Inspectors' report to be evidence.

Investigation of ownership of company.

Information regarding persons having an interest in company or in body corporate or firm acting as managing agent thereof.

Investigation of associateship with managing agent, etc.

Imposition of restrictions upon shares and debentures and prohi­bition of transfer of shares or debentures in certain cases.

Voluntary winding-up of company, etc., not to stop investigation proceedings.

Saving for legal advisers and bankers.

Minimum number of directors.

Only individuals to be directors.

Subscribers of memorandum deemed to be directors.

Appointment of directors and proportion of those who are to retire by rotation.

Ascertainment of directors retiring by rotation and filling of vacancies.

Right of persons other than retiring directors to stand for directorship.

Right of company to increase or reduce the number of directors.

Increase in number of directors to require Government sanction.

Additional directors.

Certain persons not to be appointed directors, except by special resolution.

Filling of casual vacancies among directors.

Appointment of directors to be voted on individually.

Sections 177, 255, 256 and 263 not to apply in relation to companies not carrying business for profit, etc.

Consent of candidate for directorship to be filed with the company and consent to act as director to be filed with the Registrar.

Option to company to adopt proportional representation for the appointment of directors.

Restrictions on appointment or advertisement of director.

Application for allotment of Director Identification Number.

Allotment of Director Identification Number.

Prohibition to obtain more than one Director Identification Number.

Obligation of director to intimate Director Identification Number to concerned company or companies.

Obligation of company to inform Director Identification Number to Registrar.

Obligation to indicate Director Identification Number.

Penalty for contravention of provisions of section 266A or section 266C or section 266D or section 266E.

Certain persons not to be appointed managing directors.

Amendment of provision relating to managing, whole-time or non-rotational directors to require Government approval.

Appointment of managing or whole-time director or manager to require Government approval only in certain cases.

Time within which share qualification is to be obtained and maximum amount thereof.

Filing of declaration of share qualification by director.

Penalty.

Saving.

Disqualifications of directors.

No person to be a director of more than [fifteen companies].

Choice to be made by director of more than [fifteen] companies at commencement of Act.

Choice by person becoming director of more than [fifteen] companies after commencement of Act.

Exclusion of certain directorships for the purposes of sections 275, 276 and 277.

Penalty.

Age limit.

Age limit not to apply if company so resolves.

Duty of director to disclose age.

Vacation of office by directors.

Removal of directors.

Board to meet at least once in every three calendar months.

Notice of meetings.

Quorum for meetings.

Procedure where meeting adjourned for want of quorum.

Passing of resolutions by circulation.

Validity of acts of directors.

General powers of Board.

Certain powers to be exercised by Board only at meeting.

Audit Committee.

Restrictions on powers of Board.

Prohibitions and restrictions regarding political contributions.

Power of Board and other persons to make contributions to the National Defence Fund, etc.

Appointment of sole selling agents to require approval of company in general meeting.

Prohibition of payment of compensation to sole selling agents for loss of office in certain cases.

Power of Central Government to prohibit the appointment of sole selling agents in certain cases.

Loans to directors, etc.

Application of section 295 to book debts in certain cases.

Board's sanction to be required for certain contracts in which particular directors are interested.

Power of directors to carry on business when managing agent or secretaries and treasurers are deemed to have vacated office, etc.

Disclosure of interest by director.

Interested director not to participate or vote in Board's proceedings.

Register of contracts, companies and firms in which directors are interested.

Disclosure to members of directors interest in contract appointing manager, managing director, managing agent or secretaries and treasurers.

Register of directors etc.

Inspection of the register.

Duty of directors, etc. to make disclosure.

Register to be kept by Registrar and inspection thereof.

Register of directors' shareholdings, etc.

Duty of directors and persons deemed to be directors to make disclo­sure of shareholdings.

Remuneration of directors.

Provision for increase in remuneration to require Government sanction.

Increase in remuneration of managing director on re-appointment or appointment after Act to require Government sanction.

Prohibition of assignment of office by director.

Appointment and term of office of alternate directors.

Director, etc., not to hold office or place of profit.

Application of sections 316 and 317.

Number of companies of which one person may be appointed managing director.

Managing director not to be appointed for more than five years at a time.

Compensation for loss of office not permissible except to managing or whole-time directors or to directors who are managers.

Payment to director, etc., for loss of office, etc., in connection with transfer of undertaking or property.

Payment to director for loss of office, etc., in connection with transfer of shares.

Provisions supplementary to sections 318, 319 and 320.

Directors, etc., with unlimited liability in limited company.

Special resolution of limited company making liability of directors, etc., unlimited.

Prohibition of appointment of managing agent in certain cases

Determination of net profits.

Ascertainment of depreciation.

Omitted by the Companies (Amendment) Act, 2000, w.e.f. 13-12-2000,

Saving.

Omitted by the Companies (Amendment) Act, 2000, w.e.f. 13-12-2000.

Loans, etc., to companies under the same management.

Provisions as to certain loans which could not have been made if sections 369 and 370 were in force.

Penalty for contravention of section 369, 370 or 370A.

Purchase by company of shares, etc., of other companies.

Inter-corporate loans and investments.

Investments made before commencement of Act.

Penalty for contravention of section 372 or 373.

Managing agent not to engage in business competing with business of managed company.

Conditions prohibiting reconstruction or amalgamation of company.

Restrictions on right of managing agent to appoint directors.

Sections 378 to 383. Omitted by the Companies (Amendment) Act, 2000, w.e.f. 13-12-2000.

Certain companies to have secretaries.

Firm or body corporate not to be appointed manager.

Certain persons not to be appointed managers.

Number of companies of which a person may be appointed manager.

Remuneration of manager.

Application of sections [269, 310], 311, 312 and 317 to managers.

Sections 386 to 388 not to apply to certain private companies.

Reference to [Tribunal] of cases against managerial personnel.

Interim order by [Tribunal].

Decision of the Tribunal.

Power of Central Government to remove managerial personnel on the basis of Tribunal's decision.

Power for companies to refer matters to arbitration.

Interpretation of sections 391 and 393.

Power to compromise or make arrangements with creditors and members.

Power of Tribunal to enforce compromise and arrangement.

Information as to compromises or arrangements with creditors and members.

Provisions for facilitating reconstruction and amalgamation of companies.

Notice to be given to Central Government for applications under sections 391 and 394.

Power and duty to acquire shares of shareholders dissenting from scheme or contract approved by majority.

Power of Central Government to provide for amalgamation of companies in national interest.

Preservation of books and papers of amalgamated company.

Application to Tribunal for relief in cases of oppression.

Application to Tribunal for relief in cases of mismanagement.

Right to apply under sections 397 and 398.

Notice to be given to Central Government of applications under sections 397 and 398.

Right of Central Government to apply under sections 397 and 398.

Powers of Tribunal on application under section 397 or 398.

Interim order by Tribunal.

Effect of alteration of memorandum or articles of company by order under section 397 or 398.

Addition of respondents to application under section 397 or 398.

Application of sections 539 to 544 to proceedings under sections 397 and 398.

Consequences of termination or modification of certain agreements.

Powers of Government to prevent oppression or mismanagement.

Power of Tribunal to prevent change in Board of directors likely to affect company prejudicially.

Appointment of Advisory Committee.

Omitted by the Companies (Amendment) Act, 1965, Act 31 of 1965, w.e.f. 15-10-1965.

Contracts by agents of company in which company is undisclosed principal.

Employees' securities to be deposited in post office savings bank or Scheduled Bank.

Provisions applicable to provident funds of employees.

Right of employee to see bank's receipt for moneys or securities referred to in section 417 or 418.

Penalty for contravention of sections 417, 418 and 419.

Filing of accounts of receivers.

Invoices, etc., to refer to receiver where there is one.

Penalty for non-compliance with sections 421 and 422.

Application of sections 421 to 423 to receivers and managers appointed by Tribunal and managers appointed in pursuance of an instrument.

Reference to Tribunal.

Inquiry into working of sick industrial companies.

Powers of Tribunal to make suitable order on completion of inquiry.

Preparation and sanction of schemes.

Rehabilitation by giving financial assistance.

Arrangement for continuing operations, etc., during inquiry.

Winding up of sick industrial company.

Operating agency to prepare complete inventory, etc.

Direction not to dispose of assets.

Power of Tribunal to call for periodic information.

Misfeasance proceedings.

Penalty for certain offences.

Modes of winding up.

Liability as contributories of present and past members.

Obligations of directors and managers whose liability is unlimited.

Definition of "contributory".

Nature of liability of contributory.

Contributories in case of death of member.

Contributories in case of insolvency of member.

Contributories in case of winding up of a body corporate which is a member.

Circumstances in which company may be wound up by Tribunal.

Company when deemed unable to pay its debts.

Transfer of winding up proceedings to District Court.

Withdrawal and transfer of winding up from one District Court to another.

Power of High Court to retain winding up proceedings in District Court.

Jurisdiction of High Court under sections 435, 436 and 437 to be exercised at any time and at any stage.

Provisions as to applications for winding up.

Statement of affairs to be filed on winding up of a company.

Right to present winding up petition where company is being wound up voluntarily.

Commencement of winding up by Tribunal.

Levy and collection of cess on turnover or gross receipts of companies.

Crediting proceeds of cess to Consolidated Fund of India.

Rehabilitation Fund.

Application of Fund.

Power to call for information.

Penalty for non-payment of cess.

Refund of fund in certain cases.

Power of Court to stay or restrain proceedings against company.

Power of Tribunal on hearing petition.

Order for winding up to be communicated to Official Liquidator and Registrar.

Copy of winding up order to be filed with Registrar.

Suits stayed on winding up order.

Responsibility of directors and officers to submit to Tribunal audited books of account.

Effect of winding up order.

Appointment of Official Liquidator.

Official Liquidator to be liquidator.

Appointment and powers of provisional liquidator.

General provisions as to liquidators.

Style, etc., of liquidator.

Receiver not to be appointed of assets with liquidator.

Statement of affairs to be made to Official Liquidator.

Report by Official Liquidator.

Custody of company's property.

Powers of liquidator.

Discretion of liquidator.

Exclusion of certain time in computing periods of limitation.

Provision for legal assistance to liquidator.

Exercise and control of liquidator's powers.

Books to be kept by liquidator.

Audit of liquidator's accounts.

Control of Central Government over liquidators.

Appointment and composition of committee of inspection.

Constitution and proceedings of committee of inspection.

Power of Tribunal to stay winding up.

Settlement of list of contributories and application of assets.

Delivery of property to liquidator.

Payment of debts due by contributory and extent of set-off.

Power of Tribunal to make calls.

Payment into bank of moneys due to company.

Moneys and securities paid into bank to be subject to order of Tribunal.

Order on contributory to be conclusive evidence.

Power to exclude creditors not proving in time.

Adjustment of rights of contributories.

Power to order costs.

Power to summon persons suspected of having property of company, etc.

Power to order public examination of promoters, directors, etc.

Power to arrest absconding contributory.

Saving of existing powers of Tribunal.

Dissolution of company.

Order made in any Court to be enforced by other Courts.

Appeals from orders.

Circumstances in which company may be wound-up voluntarily.

Publication of resolution to wind-up voluntarily.

Commencement of voluntary winding up.

Effect of voluntary winding up on status of company.

Declaration of solvency in case of proposal to wind-up voluntarily.

Provisions applicable to a members' voluntary winding up.

Power of company to appoint and fix remuneration of liquidators.

Board's powers to cease on appointment of a liquidator.

Power to fill vacancy in office of liquidator.

Notice of appointment of liquidator to be given to Registrar.

Power of liquidator to accept shares, etc., as consideration for sale of property of company.

Duty of liquidator to call creditors' meeting in case of insolvency.

Duty of liquidator to call general meeting at the end of each year.

Final meeting and dissolution.

Alternative provisions as to annual and final meetings in case of insolvency.

Provisions applicable to a creditor's voluntary winding up.

Meeting of creditors.

Notice of resolutions passed by creditors' meeting to be given to Registrar.

Appointment of liquidator.

Appointment of committee of inspection.

Fixing of liquidators' remuneration.

Board's powers to cease on appointment of liquidator.

Power to fill vacancy in office of liquidator.

Application of section 494 to a creditors voluntary winding up.

Duty of liquidator to call meetings of company and of creditors at end of each year.

Final meeting and dissolution.

Provisions applicable to every voluntary winding up.

Distribution of property of company.

Application of section 454 to voluntary winding up.

Powers and duties of liquidator in voluntary winding up.

Body corporate not to be appointed as liquidator.

Corrupt inducement affecting appointment as liquidator.

Power of Tribunal to appoint and remove liquidator in voluntary winding up.

Notice by liquidator of his appointment.

Arrangement when binding on company and creditors.

Power to apply to Tribunal to have questions determined or powers exercised.

Application of liquidator to Tribunal for public examination of promoters, directors, etc.

Costs of voluntary winding up.

Saving of right of creditors and contributories to apply for winding up.

Power to order winding up subject to supervision.

Effect of petition for winding up subject to supervision.

Power of Court to appoint or remove liquidators.

Powers and obligations of liquidator appointed by court.

Effect of supervision order.

Appointment in certain cases of voluntary liquidators to office of liquidators.

Debts of all descriptions to be admitted to proof.

Application of insolvency rules in winding up of insolvent companies.

Overriding preferential payments.

Preferential payments.

Fraudulent preference.

Avoidance of voluntary transfer.

Transfers for benefit of all creditors to be void.

Liabilities and rights of certain fraudulently preferred persons.

Effect of floating charge.

Disclaimer of onerous property in case of a company which is being wound-up.

Avoidance of transfers, etc., after commencement of winding up.

Avoidance of certain attachments, executions, etc., in winding up by Tribunal.

Offences by officers of companies in liquidation.

Penalty for falsification of books.

Penalty for frauds by officers.

Liability where proper accounts not kept.

Liability for fraudulent conduct of business.

Power of Tribunal to assess damages against delinquent directors, etc.

Liability under sections 542 and 543 to extend to partners or directors in firm or company.

Prosecution of delinquent officers and members of the company.

Liquidator to exercise certain powers subject to sanction.

Notification that a company is in liquidation.

Books and papers of company to be evidence.

Inspection of books and papers by creditors and contributories.

Disposal of books and papers of company.

Information as to pending liquidations.

Official Liquidator to make payments into the public account of India.

Voluntary liquidator to make payments into Scheduled Bank.

Voluntary liquidator to make payments into Scheduled Bank.

Liquidator not to pay moneys into private banking account.

Unpaid dividends and undistributed assets to be paid into the Companies Liquidation Account.

Enforcement of duty of liquidator to make returns, etc.

Meetings to ascertain wishes of creditors or contributories.

Tribunal or person before whom affidavit may be sworn.

Power of Tribunal to declare dissolution of company void.

Power of Registrar to strike defunct company off register.

Application of Act to companies formed and registered under previous companies laws.

Application of Act to companies registered but not formed under previous companies laws.

Application of Act to unlimited companies registered under previous companies laws.

Mode of transferring shares in the case of companies registered under Acts 19 of 1857 and 7 of 1860.

Companies capable of being registered.

Definition of "joint-stock company".

Requirements for registration of joint-stock companies.

Requirements for registration of companies not being joint-stock companies.

Authentication of statements of existing companies.

Power of Registrar to require evidence as to nature of company.

Notice to customers on registration of banking company with limited liability.

Change of name for purposes of registration.

Addition of "Limited" or "Private Limited" to name.

Certificate of registration of existing companies.

Vesting of property on registration.

Saving for existing liabilities.

Continuation of pending legal proceedings.

Effect of registration under Part.

Power to substitute memorandum and articles for deed of settlement.

Power of Court to stay or restrain proceedings.

Suits stayed on winding up order.

Definitions.

Objects of Producer Company.

Formation of Producer Company and its registration.

Membership and voting rights of Members of Producer Company.

Benefits to Members.

Memorandum of Producer Company.

Articles of association.

Amendment of memorandum.

Amendment of articles.

Option to inter-State co-operative societies to become Producer Companies.

Effect of incorporation of Producer Company.

Vesting of undertaking in Producer Company.

Concession, etc., to be deemed to have been granted to Producer Company.

Provisions in respect of officers and other employees of inter-State co-operative society.

Number of directors.

Appointment of directors.

Vacation of office by directors.

Powers and functions of Board.

Matters to be transacted at general meeting.

Liability of directors.

Committee of directors.

Meetings of Board and quorum.

Chief Executive and his functions.

Secretary of Producer Company.

Quorum.

Voting rights.

Annual general meetings.

Share capital.

Special user rights.

Transferability of shares and attendant rights.

Books of account.

Internal audit.

Duties of auditor under this Part.

Donations or subscription by Producer Company.

General and other reserves.

Issue of bonus shares.

Loan, etc., to Members.

Investment in other companies, formation of subsidiaries, etc.

Penalty for contravention.

Amalgamation, merger or division, etc., to form new Producer Companies.

Disputes.

Strike off name of Producer Company.

Provisions of this Part to override other laws.

Application of provisions relating to private companies.

Reconversion of Producer Company to inter-State co-operative society.

Power to modify Act in its application to Producer Companies.

Meaning of "unregistered company".

Winding up of unregistered companies.

Power to wind-up foreign companies, although dissolved.

Contributories in winding up of unregistered company.

Power to stay or restrain proceedings.

Suits, etc., stayed on winding up order.

Directions as to property in certain cases.

Provisions of Part cumulative.

Saving and construction of enactments conferring power to wind-up partnership, association or company in certain cases.

Application of sections 592 to 602 to foreign companies.

Documents, etc., to be delivered to Registrar by foreign companies carrying on business in India.

Return to be delivered to Registrar by foreign company where documents, etc., altered.

Accounts of foreign company.

Obligation to state name of foreign company, whether limited, and country where incorporated.

Service on foreign company.

Office where documents to be delivered.

Penalties.

Company's failure to comply with Part not to affect its liability under contracts, etc.

Registration of charges, appointment of receiver and books of account.

Fees for registration of documents under Part.

Interpretation of foregoing sections of Part.

Dating of prospectus and particulars to be contained therein.

Provisions as to expert's consent and allotment.

Registration of prospectus.

Offer of Indian Depository Receipts.

Penalty for contravention of sections 603, 604 and 605.

Civil liability for mis-statements in prospectus.

Interpretation of provisions as to prospectuses.

Registration offices.

Inspection, production and evidence of documents kept by Registrar.

Admissibility of micro films, facsimile copies of documents, computer printouts and documents on computer media as documents and as evidence.

Provisions relating to filing of applications, documents inspection, etc., through electronic form.

Power to modify Act in relation to electronic records (including the manner and form in which electronic records shall be filed).

Providing of value added services through electronic form.

Application of provisions of Act 21 of 2000.

Fees in Schedule X to be paid.

Fees, etc., paid to Registrar and other officers to be accounted for to Central Government.

Power of Central Government to reduce fees, charges, etc.

Enforcement of duty of company to make returns, etc., to Registrar.

Power of Court trying offences under the Act to direct the filing of documents with Registrar.

Power of Central Government to direct companies to furnish information or statistics.

Application of Act to insurance, banking, electricity supply and other companies governed by special Acts.

Definition of "Government Company".

Government companies not to have managing agents.

Application of sections 224 to 233 to Government companies.

Annual reports on Government companies.

Provisions of section 619 to apply to certain companies.

Power to modify Act in relation to Government companies.

Power to modify Act in its application to Nidhis, etc.

Special provisions as to companies in Goa, Daman and Diu.

Special provisions as to companies in Jammu and Kashmir.

Offences against Act to be cognizable only on complaint by Registrar, shareholder or Government.

Composition of certain offences.

Jurisdiction to try offences.

Certain offences triable summarily in Presidency towns.

Offences to be non-cognizable.

Power of Central Government to appoint company prosecutors.

Appeal against acquittal.

Payment of compensation in cases of frivolous or vexatious prosecution.

Application of fines.

Production and inspection of books where offence suspected.

Penalty for false statements.

Penalty for false evidence.

Penalty where no specific penalty is provided elsewhere in the Act.

Penalty for wrongful withholding of property.

Penalty for improper use of words "Limited" and "Private Limited".

Power to require limited company to give security for costs.

Power of Court to grant relief in certain cases.

Enforcement of orders of Courts.

Enforcement of orders of Company Law Board.

Enforcement of orders of one Court by other Courts.

Protection of acts done in good faith.

Non-disclosure of information in certain cases.

Protection of employees during investigation by inspector or pendency or proceeding before Appellate Tribunal in certain cases.

Reduction of fees, charges, etc., payable to company.

Delegation by Central Government of its powers and functions under Act.

Power of Central Government or Tribunal to accord approval, etc., subject to conditions and to prescribe fees on applications.

Power of Central Government to fix a limit with regard to remuneration.

Condonation of delays in certain cases.

Annual report by Central Government.

Annual reports on Government companies to be placed before Parliament, etc.

Validation of registration of firms as members of charitable and other companies.

Exclusion of time required in obtaining copies of order of Court or Tribunal.

Forms of, and procedure in relation to, certain applications.

Power to alter Schedules.

Power of Central Government to make rules.

Power of Central Government to make rules relating to winding up.

Repeal of Acts specified in Schedule XII.

Saving of orders, rules, etc., in force at commencement of Act.

Saving of operation of section 138 of Act 7 of 1913.

Saving of pending proceedings for winding up.

Transfer of winding up proceedings to Tribunal.

Saving of prosecutions instituted by liquidator or Court under section 237 of Act 7 of 1913.

Construction of references to former enactments in documents.

Construction of "registrar of joint stock companies" in Act 21 of 1860.

Construction of references to extraordinary resolution in articles, etc.

Reference of winding up of companies in any law.

Appointment under previous companies laws to have effect as if made under Act.

Former registration offices continued.

Registers under previous companies laws to be deemed to be part of registers under Act.

Funds and accounts under Act to be in continuation of funds and accounts under previous companies laws.

Saving of incorporation under repealed Acts.

Saving of certain Tables under previous companies laws.

Section 6 of the General Clauses Act, 1897 (10 of 1897) to apply in addition to sections 645 to 657 of Act.

REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES

List of Relatives

Matters to be specified in prospectus and reports to be set out therein

Form of Statement and particulars to be contained therein

Form of Statement in lieu of prospectus to be delivered to Registrar by a private company on becoming a public company and reports to be set out therein

Form of Proxy

Contents and Form of Annual Return of a Company having a share capital

Form of Balance-sheet The balance sheet of a company shall be either in horizontal form or vertical form

Relating to managing agents, secretaries and treasurers are not reproduced here as they have become redundant after the abolition of the system by Act 17 of 1969 w.e.f. 3-4-1970

Table of fees to be paid to the Registrar

Form in which sections 539 to 544 of Act are to apply to cases where an application is made under section 397 or 398

Enactments repealed

Conditions to be fulfilled for the appointment of a managing or whole-time director or a manager without the approval of the Central Government

Rates of depreciation

See section 108B(2)(b)