Chapter: VI |
MANAGEMENT AND ADMINISTRATION |
Section 146
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Registered office of company.
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Section 147
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Publication of name by company.
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Section 148
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Publication of authorised as well as subscribed and paid-up capital.
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Section 149
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Restrictions on commencement of business.
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Section 150
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Register of members.
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Section 151
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Index of members.
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Section 152
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Register and index of debenture holders.
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Section 152A
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Register and index of beneficial owners to be of debenture holder.
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Section 153
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Trusts not to be entered on register.
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Section 153A
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Appointment of public trustee.
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Section 153B
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Declaration as to shares and debentures held in trust.
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Section 154
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Power to close register of members or debenture holders.
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Section 155
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Power of Court to rectify register of members.
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Section 156
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Notice to Registrar of rectification of register.
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Section 157
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Power for company to keep foreign register of members or debenture holders.
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Section 158
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Provisions as to foreign registers.
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Section 159
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Annual return to be made by company having a share capital.
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Section 160
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Annual return to be made by company not having a share capital.
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Section 161
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Further provisions regarding annual return and certificate to be annexed thereto.
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Section 162
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Penalty and interpretation.
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Section 163
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Place of keeping, and inspection of registers and returns.
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Section 164
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Registers, etc., to be evidence.
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Section 165
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Statutory meeting and statutory report of company.
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Section 166
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Annual general meeting.
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Section 167
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Power of Central Government to call annual general meeting.
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Section 168
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Penalty for default in complying with section 166 or 167.
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Section 169
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Calling of extraordinary general meeting on requisition.
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Section 170
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Sections 171 to 186 to apply to meetings.
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Section 171
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Length of notice for calling meeting.
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Section 172
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Contents and manner of service of notice and persons on whom it is to be served.
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Section 173
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Explanatory statement to be annexed to notice
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Section 174
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Quorum for meeting.
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Section 175
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Chairman of meeting.
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Section 176
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Proxies.
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Section 177
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Voting to be by show of hands in first instance.
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Section 178
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Chairman's declaration of result of voting by show of hands to be conclusive.
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Section 179
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Demand for poll.
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Section 180
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Time of taking poll.
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Section 181
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Restriction on exercise of voting right of members who have not paid calls, etc.
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Section 182
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Restrictions on exercise of voting right in other cases to be void.
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Section 183
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Right of member to use his votes differently.
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Section 184
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Scrutineers at poll.
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Section 185
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Manner of taking poll and result thereof.
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Section 186
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Power of Tribunal to order meeting to be called.
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Section 187
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Representation of corporations at meetings of companies and of creditors.
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Section 187A
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Representation of the President and Governors in meetings of companies of which they are members.
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Section 187B
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Exercise of voting rights in respect of shares held in trust.
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Section 187C
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Declaration by persons not holding beneficial interest in any share.
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Section 187D
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Investigation of beneficial ownership of shares in certain cases.
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Section 188
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Circulation of members' resolutions.
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Section 189
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Ordinary and special resolutions.
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Section 190
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Resolutions requiring special notice.
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Section 191
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Resolutions passed at adjourned meetings.
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Section 192
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Registration of certain resolutions and agreements.
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Section 192A
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Passing of resolutions by postal ballot.
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Section 193
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Minutes of proceedings of general meetings and of Board and other meetings.
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Section 194
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Minutes to be evidence.
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Section 195
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Presumptions to be drawn where minutes duly drawn and signed.
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Section 196
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Inspection of minute books of general meetings.
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Section 197
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Publication of reports of proceedings of general meetings.
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Section 197A
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Company not to appoint or employ certain different categories of managerial personnel at the same time.
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Section 198
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Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits.
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Section 199
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Calculation of commission, etc., in certain cases.
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Section 200
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Prohibition of tax-free payments.
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Section 201
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Avoidance of provisions relieving liability of officers and auditors of company.
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Section 202
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Undischarged insolvent not to manage companies.
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Section 203
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Power to restrain fraudulent persons from managing companies.
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Section 204
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Restriction on appointment of firm or body corporate to office or place of profit under a company.
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Section 204A
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Restrictions on the appointment of former managing agents or secretaries and treasurers to any office.
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Section 205
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Dividend to be paid only out of profits.
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Section 205A
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Unpaid dividend to be transferred to special dividend account.
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Section 205B
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Payment of unpaid or unclaimed dividend.
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Section 205C
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Establishment of Investor Education and Protection Fund.
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Section 206
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Dividend not to be paid except to registered shareholders or to their order or to their bankers.
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Section 206A
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Right to dividend, rights shares, and bonus shares to be held in abeyance pending registration of transfer of shares.
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Section 207
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Penalty for failure to distribute dividends within thirty days.
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Section 208
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Power of company to pay interest out of capital in certain cases.
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Section 209
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Books of account to be kept by company.
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Section 209A
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Inspection of books of account, etc., of companies.
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Section 210
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Annual accounts and balance sheet.
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Section 210A
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Constitution of National Advisory Committee on Accounting Standards.
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Section 211
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Form and contents of balance sheet and profit and loss account.
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Section 212
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Balance sheet of holding company to include certain particulars as to its subsidiaries.
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Section 213
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Financial year of holding company and subsidiary.
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Section 214
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Rights of holding company's representatives and members.
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Section 215
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Authentication of balance sheet and profit and loss account.
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Section 216
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Profit and loss account to be annexed and auditors' report to be attached to balance sheet.
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Section 217
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Board's report.
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Section 218
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Penalty for improper issue, circulation or publication of balance sheet or profit and loss account.
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Section 219
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Right of member to copies of balance sheet and auditors' report.
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Section 220
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Three copies of balance sheet, etc., to be filed with Registrar.
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Section 221
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Duty of officer to make disclosure of payments, etc.
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Section 222
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Construction of references to documents annexed to accounts.
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Section 223
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Certain companies to publish statement in the Form in Table F in Schedule I.
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Section 224
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Appointment and remuneration of auditors.
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Section 224A
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Auditor not to be appointed except with the approval of the company by special resolution in certain cases.
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Section 225
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Provisions as to resolutions for appointing or removing auditors.
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Section 226
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Qualifications and disqualifications of auditors.
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Section 227
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Powers and duties of auditors.
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Section 228
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Audit of accounts of branch office of company.
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Section 229
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Signature of audit report, etc.
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Section 230
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Reading and inspection of auditor's report.
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Section 231
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Right of auditor to attend general meeting.
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Section 232
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Penalty for non-compliance with sections 225 to 231.
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Section 233
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Penalty for non-compliance by auditor with sections 227 and 229.
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Section 233A
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Power of Central Government to direct special audit in certain cases.
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Section 233B
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Audit of cost accounts in certain cases.
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Section 234
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Power of Registrar to call for information or explanation.
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Section 234A
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Seizure of documents by Registrar.
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Section 235
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Investigation of the affairs of a company.
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Section 236
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Application by members to be supported by evidence and power to call for security.
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Section 237
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Investigation of company's affairs in other cases.
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Section 238
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Firm, body corporate or association not to be appointed as inspector.
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Section 239
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Power of inspectors to carry investigation into affairs of related companies, etc
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Section 240
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Production of documents and evidence.
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Section 240A
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Seizure of documents by inspector.
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Section 241
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Inspectors' report.
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Section 242
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Prosecution.
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Section 243
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Application for winding up of company or an order under section 397 or 398.
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Section 244
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Proceedings for recovery of damages or property.
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Section 245
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Expenses of investigation.
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Section 246
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Inspectors' report to be evidence.
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Section 247
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Investigation of ownership of company.
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Section 248
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Information regarding persons having an interest in company or in body corporate or firm acting as managing agent thereof.
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Section 249
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Investigation of associateship with managing agent, etc.
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Section 250
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Imposition of restrictions upon shares and debentures and prohibition of transfer of shares or debentures in certain cases.
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Section 250A
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Voluntary winding-up of company, etc., not to stop investigation proceedings.
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Section 251
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Saving for legal advisers and bankers.
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Section 252
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Minimum number of directors.
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Section 253
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Only individuals to be directors.
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Section 254
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Subscribers of memorandum deemed to be directors.
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Section 255
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Appointment of directors and proportion of those who are to retire by rotation.
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Section 256
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Ascertainment of directors retiring by rotation and filling of vacancies.
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Section 257
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Right of persons other than retiring directors to stand for directorship.
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Section 258
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Right of company to increase or reduce the number of directors.
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Section 259
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Increase in number of directors to require Government sanction.
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Section 260
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Additional directors.
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Section 261
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Certain persons not to be appointed directors, except by special resolution.
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Section 262
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Filling of casual vacancies among directors.
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Section 263
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Appointment of directors to be voted on individually.
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Section 263A
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Sections 177, 255, 256 and 263 not to apply in relation to companies not carrying business for profit, etc.
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Section 264
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Consent of candidate for directorship to be filed with the company and consent to act as director to be filed with the Registrar.
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Section 265
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Option to company to adopt proportional representation for the appointment of directors.
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Section 266
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Restrictions on appointment or advertisement of director.
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Section 266A
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Application for allotment of Director Identification Number.
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Section 266B
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Allotment of Director Identification Number.
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Section 266C
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Prohibition to obtain more than one Director Identification Number.
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Section 266D
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Obligation of director to intimate Director Identification Number to concerned company or companies.
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Section 266E
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Obligation of company to inform Director Identification Number to Registrar.
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Section 266F
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Obligation to indicate Director Identification Number.
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Section 266G
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Penalty for contravention of provisions of section 266A or section 266C or section 266D or section 266E.
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Section 267
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Certain persons not to be appointed managing directors.
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Section 268
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Amendment of provision relating to managing, whole-time or non-rotational directors to require Government approval.
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Section 269
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Appointment of managing or whole-time director or manager to require Government approval only in certain cases.
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Section 270
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Time within which share qualification is to be obtained and maximum amount thereof.
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Section 271
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Filing of declaration of share qualification by director.
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Section 272
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Penalty.
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Section 273
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Saving.
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Section 274
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Disqualifications of directors.
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Section 275
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No person to be a director of more than [fifteen companies].
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Section 276
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Choice to be made by director of more than [fifteen] companies at commencement of Act.
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Section 277
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Choice by person becoming director of more than [fifteen] companies after commencement of Act.
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Section 278
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Exclusion of certain directorships for the purposes of sections 275, 276 and 277.
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Section 279
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Penalty.
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Section 280
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Age limit.
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Section 281
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Age limit not to apply if company so resolves.
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Section 282
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Duty of director to disclose age.
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Section 283
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Vacation of office by directors.
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Section 284
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Removal of directors.
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Section 285
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Board to meet at least once in every three calendar months.
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Section 286
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Notice of meetings.
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Section 287
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Quorum for meetings.
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Section 288
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Procedure where meeting adjourned for want of quorum.
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Section 289
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Passing of resolutions by circulation.
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Section 290
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Validity of acts of directors.
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Section 291
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General powers of Board.
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Section 292
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Certain powers to be exercised by Board only at meeting.
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Section 292A
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Audit Committee.
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Section 293
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Restrictions on powers of Board.
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Section 293A
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Prohibitions and restrictions regarding political contributions.
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Section 293B
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Power of Board and other persons to make contributions to the National Defence Fund, etc.
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Section 294
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Appointment of sole selling agents to require approval of company in general meeting.
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Section 294A
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Prohibition of payment of compensation to sole selling agents for loss of office in certain cases.
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Section 294AA
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Power of Central Government to prohibit the appointment of sole selling agents in certain cases.
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Section 295
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Loans to directors, etc.
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Section 296
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Application of section 295 to book debts in certain cases.
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Section 297
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Board's sanction to be required for certain contracts in which particular directors are interested.
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Section 298
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Power of directors to carry on business when managing agent or secretaries and treasurers are deemed to have vacated office, etc.
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Section 299
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Disclosure of interest by director.
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Section 300
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Interested director not to participate or vote in Board's proceedings.
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Section 301
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Register of contracts, companies and firms in which directors are interested.
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Section 302
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Disclosure to members of directors interest in contract appointing manager, managing director, managing agent or secretaries and treasurers.
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Section 303
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Register of directors etc.
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Section 304
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Inspection of the register.
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Section 305
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Duty of directors, etc. to make disclosure.
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Section 306
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Register to be kept by Registrar and inspection thereof.
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Section 307
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Register of directors' shareholdings, etc.
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Section 308
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Duty of directors and persons deemed to be directors to make disclosure of shareholdings.
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Section 309
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Remuneration of directors.
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Section 310
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Provision for increase in remuneration to require Government sanction.
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Section 311
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Increase in remuneration of managing director on re-appointment or appointment after Act to require Government sanction.
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Section 312
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Prohibition of assignment of office by director.
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Section 313
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Appointment and term of office of alternate directors.
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Section 314
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: |
Director, etc., not to hold office or place of profit.
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Section 315
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Application of sections 316 and 317.
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Section 316
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Number of companies of which one person may be appointed managing director.
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Section 317
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Managing director not to be appointed for more than five years at a time.
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Section 318
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Compensation for loss of office not permissible except to managing or whole-time directors or to directors who are managers.
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Section 319
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Payment to director, etc., for loss of office, etc., in connection with transfer of undertaking or property.
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Section 320
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Payment to director for loss of office, etc., in connection with transfer of shares.
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Section 321
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Provisions supplementary to sections 318, 319 and 320.
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Section 322
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Directors, etc., with unlimited liability in limited company.
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Section 323
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Special resolution of limited company making liability of directors, etc., unlimited.
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Section 324 to 348
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Prohibition of appointment of managing agent in certain cases
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Section 349
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Determination of net profits.
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Section 350
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Ascertainment of depreciation.
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Section 351 to 354.
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: |
Omitted by the Companies (Amendment) Act, 2000, w.e.f. 13-12-2000,
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Section 355
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Saving.
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Section 356 to 369.
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: |
Omitted by the Companies (Amendment) Act, 2000, w.e.f. 13-12-2000.
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Section 370.
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Loans, etc., to companies under the same management.
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Section 370A
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Provisions as to certain loans which could not have been made if sections 369 and 370 were in force.
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Section 371
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: |
Penalty for contravention of section 369, 370 or 370A.
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Section 372
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: |
Purchase by company of shares, etc., of other companies.
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Section 372A
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: |
Inter-corporate loans and investments.
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Section 373
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: |
Investments made before commencement of Act.
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Section 374.
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: |
Penalty for contravention of section 372 or 373.
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Section 375
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: |
Managing agent not to engage in business competing with business of managed company.
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Section 376.
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: |
Conditions prohibiting reconstruction or amalgamation of company.
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Section 377
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: |
Restrictions on right of managing agent to appoint directors.
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Section 378 to 383
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Sections 378 to 383. Omitted by the Companies (Amendment) Act, 2000, w.e.f. 13-12-2000.
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Section 383A.
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: |
Certain companies to have secretaries.
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Section 384
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: |
Firm or body corporate not to be appointed manager.
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Section 385.
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: |
Certain persons not to be appointed managers.
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Section 386
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: |
Number of companies of which a person may be appointed manager.
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Section 387.
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Remuneration of manager.
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Section 388
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: |
Application of sections [269, 310], 311, 312 and 317 to managers.
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Section 388A
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Sections 386 to 388 not to apply to certain private companies.
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Section 388B
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: |
Reference to [Tribunal] of cases against managerial personnel.
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Section 388C
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: |
Interim order by [Tribunal].
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Section 388D
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: |
Decision of the Tribunal.
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Section 388E
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: |
Power of Central Government to remove managerial personnel on the basis of Tribunal's decision.
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Section 389
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: |
Power for companies to refer matters to arbitration.
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Section 390
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: |
Interpretation of sections 391 and 393.
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Section 391
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: |
Power to compromise or make arrangements with creditors and members.
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Section 392
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: |
Power of Tribunal to enforce compromise and arrangement.
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Section 393
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: |
Information as to compromises or arrangements with creditors and members.
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Section 394
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: |
Provisions for facilitating reconstruction and amalgamation of companies.
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Section 394A
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: |
Notice to be given to Central Government for applications under sections 391 and 394.
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Section 395
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: |
Power and duty to acquire shares of shareholders dissenting from scheme or contract approved by majority.
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Section 396
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: |
Power of Central Government to provide for amalgamation of companies in national interest.
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Section 396A
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: |
Preservation of books and papers of amalgamated company.
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Section 397
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: |
Application to Tribunal for relief in cases of oppression.
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Section 398
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: |
Application to Tribunal for relief in cases of mismanagement.
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Section 399
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: |
Right to apply under sections 397 and 398.
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Section 400
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: |
Notice to be given to Central Government of applications under sections 397 and 398.
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Section 401
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: |
Right of Central Government to apply under sections 397 and 398.
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Section 402
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: |
Powers of Tribunal on application under section 397 or 398.
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Section 403
|
: |
Interim order by Tribunal.
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Section 404
|
: |
Effect of alteration of memorandum or articles of company by order under section 397 or 398.
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Section 405
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: |
Addition of respondents to application under section 397 or 398.
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Section 406
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: |
Application of sections 539 to 544 to proceedings under sections 397 and 398.
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Section 407
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: |
Consequences of termination or modification of certain agreements.
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Section 408
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: |
Powers of Government to prevent oppression or mismanagement.
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Section 409
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: |
Power of Tribunal to prevent change in Board of directors likely to affect company prejudicially.
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Section 410
|
: |
Appointment of Advisory Committee.
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Section 411 to 415
|
: |
Omitted by the Companies (Amendment) Act, 1965, Act 31 of 1965, w.e.f. 15-10-1965.
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Section 416
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: |
Contracts by agents of company in which company is undisclosed principal.
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Section 417
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: |
Employees' securities to be deposited in post office savings bank or Scheduled Bank.
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Section 418
|
: |
Provisions applicable to provident funds of employees.
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Section 419
|
: |
Right of employee to see bank's receipt for moneys or securities referred to in section 417 or 418.
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Section 420
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: |
Penalty for contravention of sections 417, 418 and 419.
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Section 421
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: |
Filing of accounts of receivers.
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Section 422
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: |
Invoices, etc., to refer to receiver where there is one.
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Section 423
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: |
Penalty for non-compliance with sections 421 and 422.
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Section 424
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: |
Application of sections 421 to 423 to receivers and managers appointed by Tribunal and managers appointed in pursuance of an instrument.
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