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Companies Law
Home Acts & Rules Companies Law Companies Act, 2013 Chapters List
 

Companies Act, 2013

 

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Section 1 : Short title, extent, commencement and application
Section 2 : Definitions
Section 3 : Formation of company
Section 4 : Memorandum
Section 5 : Articles
Section 6 : Act to override memorandum, articles, etc
Section 7 : Incorporation of company
Section 8 : Formation of companies with charitable objects, etc.
Section 9 : Effect of registration
Section 10 : Effect of memorandum and articles
Section 11 : Commencement of business, etc.
Section 12 : Registered office of company
Section 13 : Alteration of memorandum
Section 14 : Alteration of articles
Section 15 : Alteration of memorandum or articles to be noted in every copy
Section 16 : Rectification of name of company
Section 17 : Copies of memorandum, articles, etc., to be given to members
Section 18 : Conversion of companies already registered
Section 19 : Subsidiary company not to hold shares in its holding company
Section 20 : Service of documents
Section 21 : Authentication of documents, proceedings and contracts
Section 22 : Execution of bills of exchange, etc
Section 23 : Public offer and private placement
Section 24 : Power of Securities and Exchange Board to regulate issue and transfer of securities, etc
Section 25 : Document containing offer of securities for sale to be deemed prospectus
Section 26 : Matters to be stated in prospectus
Section 27 : Variation in terms of contract or objects in prospectus
Section 28 : Offer of sale of shares by certain members of company
Section 29 : Public offer of securities to be in dematerialised form
Section 30 : Advertisement of prospectus
Section 31 : Shelf prospectus
Section 32 : Red herring prospectus
Section 33 : Issue of application forms for securities
Section 34 : Criminal liability for mis-statements in prospectus
Section 35 : Civil liability for mis-statements in prospectus
Section 36 : Punishment for fraudulently inducing persons to invest money
Section 37 : Action by affected persons
Section 38 : Punishment for personation for acquisition, etc.,of securities
Section 39 : Allotment of securities by company
Section 40 : Securities to be dealt with in stock exchanges
Section 41 : Global depository receipt
Section 42 : Offer or invitation for subscription of securities on private placement
Section 43 : Kinds of share capital
Section 44 : Nature of shares or debentures
Section 45 : Numbering of shares
Section 46 : Certificate of shares
Section 47 : Voting rights
Section 48 : Variation of shareholders' rights
Section 49 : Calls on shares of same class to be made on uniform basis
Section 50 : Company to accept unpaid share capital, although not called up
Section 51 : Payment of dividend in proportion to amount paid-up
Section 52 : Application of premiums received on issue of shares
Section 53 : Prohibition on issue of shares at discount
Section 54 : Issue of sweat equity shares
Section 55 : Issue and redemption of preference shares
Section 56 : Transfer and transmission of securities
Section 57 : Punishment for personation of shareholder
Section 58 : Refusal of registration and appeal against refusal
Section 59 : Rectification of register of members
Section 60 : Publication of authorised, subscribed and paid-up capital
Section 61 : Power of limited company to alter its share capital
Section 62 : Further issue of share capital
Section 63 : Issue of bonus shares
Section 64 : Notice to be given to Registrar for alteration of share capital
Section 65 : Unlimited company to provide for reserve share capital on conversion into limited company
Section 66 : Reduction of share capital
Section 67 : Restrictions on purchase by company or giving of loans by it for purchase of its shares
Section 68 : Power of company to purchase its own securities
Section 69 : Transfer of certain sums to capital redemption reserve account
Section 70 : Prohibition for buy-back in certain circumstances
Section 71 : Debentures
Section 72 : Power to nominate
Section 73 : Prohibition on acceptance of deposits from public
Section 74 : Repayment of deposits, etc., accepted before commencement of this Act
Section 75 : Damages for fraud
Section 76 : Acceptance of deposits from public by certain companies
Section 77 : Duty to register charges, etc.
Section 78 : Application for registration of charge
Section 79 : Section 77 to apply in certain matters
Section 80 : Date of notice of charge
Section 81 : Register of charges to be kept by Registrar
Section 82 : Company to report satisfaction of charge
Section 83 : Power of Registrar to make entries of satisfaction and release in absence of intimation from company
Section 84 : Intimation of appointment of receiver or manager
Section 85 : Company's register of charges
Section 86 : Punishment for contravention
Section 87 : Rectification by Central Government in register of charges
Section 88 : Register of members, etc.
Section 89 : Declaration in respect of beneficial interest in any share
Section 90 : Investigation of beneficial ownership of shares in certain cases
Section 91 : Power to close register of members or debenture-holders or other security holders
Section 92 : Annual return
Section 93 : Return to be filed with Registrar in case promoters' stake changes
Section 94 : Place of keeping and inspection of registers, returns, etc.
Section 95 : Registers, etc., to be evidence
Section 96 : Annual general meeting
Section 97 : Power of Tribunal to call annual general meeting
Section 98 : Power of Tribunal to call meetings of members, etc.
Section 99 : Punishment for default in complying with provisions of sections 96 to 98
Section 100 : Calling of extraordinary general meeting
Section 101 : Notice of meeting
Section 102 : Statement to be annexed to notice
Section 103 : Quorum for meetings
Section 104 : Chairman of meetings
Section 105 : Proxies
Section 106 : Restriction on voting rights
Section 107 : Voting by show of hands
Section 108 : Voting through electronic means
Section 109 : Demand for poll
Section 110 : Postal ballot
Section 111 : Circulation of members' resolution
Section 112 : Representation of President and Governors in meetings
Section 113 : Representation of corporations at meeting of companies and of creditors
Section 114 : Ordinary and special resolutions
Section 115 : Resolutions requiring special notice
Section 116 : Resolutions passed at adjourned meeting
Section 117 : Resolutions and agreements to be filed
Section 118 : Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot
Section 119 : Inspection of minute-books of general meeting
Section 120 : Maintenance and inspection of documents in electronic form
Section 121 : Report on annual general meeting
Section 122 : Applicability of this Chapter to One Person Company
Section 123 : Declaration of dividend
Section 124 : Unpaid Dividend Account
Section 125 : Investor Education and Protection Fund
Section 126 : Right to dividend, rights shares and bonus shares to be held in abeyance pending registration of transfer of shares
Section 127 : Punishment for failure to distribute dividends
Section 128 : Books of account, etc., to be kept by company
Section 129 : Financial statement
Section 130 : Re-opening of accounts on court's or Tribunal's orders
Section 131 : Voluntary revision of financial statements or Board's report
Section 132 : Constitution of National Financial Reporting Authority
Section 133 : Central Government to prescribe accounting standards
Section 134 : Financial statement, Board's report, etc.
Section 135 : Corporate Social Responsibility
Section 136 : Right of member to copies of audited financial statement
Section 137 : Copy of financial statement to be filed with Registrar
Section 138 : Internal audit
Section 139 : Appointment of auditors
Section 140 : Removal, resignation of auditor and giving of special notice
Section 141 : Eligibility, qualifications and disqualifications of auditors
Section 142 : Remuneration of auditors
Section 143 : Powers and duties of auditors and auditing standards
Section 144 : Auditor not to render certain services
Section 145 : Auditor to sign audit reports, etc.
Section 146 : Auditors to attend general meeting
Section 147 : Punishment for contravention
Section 148 : Central Government to specify audit of items of cost in respect of certain companies
Section 149 : Company to have Board of Directors
Section 150 : Manner of selection of independent directors and maintenance of databank of independent directors
Section 151 : Appointment of director elected by small shareholders
Section 152 : Appointment of directors
Section 153 : Application for allotment of Director Identification Number
Section 154 : Allotment of Director Identification Number
Section 155 : Prohibition to obtain more than one Director Identification Number
Section 156 : Director to intimate Director Identification Number
Section 157 : Company to inform Director Identification Number to Registrar
Section 158 : Obligation to indicate Director Identification Number
Section 159 : Punishment for contravention
Section 160 : Right of persons other than retiring directors to stand for directorship
Section 161 : Appointment of additional director, alternate director and nominee director
Section 162 : Appointment of directors to be voted individually
Section 163 : Option to adopt principle of proportional representation for appointment of directors
Section 164 : Disqualifications for appointment of director
Section 165 : Number of directorships
Section 166 : Duties of directors
Section 167 : Vacation of office of director
Section 168 : Resignation of director
Section 169 : Removal of directors
Section 170 : Register of directors and key managerial personnel and their shareholding
Section 171 : Members' right to inspect
Section 172 : Punishment
Section 173 : Meetings of Board
Section 174 : Quorum for meetings of Board
Section 175 : Passing of resolution by circulation
Section 176 : Defects in appointment of directors not to invalidate actions taken
Section 177 : Audit Committee
Section 178 : Nomination and Remuneration Committee and Stakeholders Relationship Committee
Section 179 : Powers of Board
Section 180 : Restrictions on powers of Board
Section 181 : Company to contribute to bona fide and charitable funds, etc.
Section 182 : Prohibitions and restrictions regarding political contributions
Section 183 : Power of Board and other persons to make contributions to national defence fund, etc.
Section 184 : Disclosure of interest by director
Section 185 : Loan to directors, etc.
Section 186 : Loan and investment by company
Section 187 : Investments of company to be held in its own name
Section 188 : Related party transactions
Section 189 : Register of contracts or arrangements in which directors are interested
Section 190 : Contract of employment with managing or whole-time directors
Section 191 : Payment to director for loss of office, etc., in connection with transfer of undertaking, property or shares
Section 192 : Restriction on non-cash transactions involving directors
Section 193 : Contract by One Person Company
Section 194 : Prohibition on forward dealings in securities of company by director or key managerial personnel
Section 195 : Prohibition on insider trading of securities
Section 196 : Appointment of managing director, whole-time director or manager
Section 197 : Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits
Section 198 : Calculation of profits
Section 199 : Recovery of remuneration in certain cases
Section 200 : Central Government or company to fix limit with regard to remuneration
Section 201 : Forms of, and procedure in relation to, certain applications
Section 202 : Compensation for loss of office of managing or whole-time director or manager
Section 203 : Appointment of key managerial personnel
Section 204 : Secretarial audit for bigger companies
Section 205 : Functions of company secretary
Section 206 : Power to call for information, inspect books and conduct inquiries
Section 207 : Conduct of inspection and inquiry
Section 208 : Report on inspection made
Section 209 : Search and seizure
Section 210 : Investigation into affairs of company
Section 211 : Establishment of Serious Fraud Investigation Office
Section 212 : Investigation into affairs of Company by Serious Fraud Investigation Office
Section 213 : Investigation into company's affairs in other cases
Section 214 : Security for payment of costs and expenses of investigation
Section 215 : Firm, body corporate or association not to be appointed as inspector
Section 216 : Investigation of ownership of company
Section 217 : Procedure, powers, etc., of inspectors
Section 218 : Protection of employees during investigation
Section 219 : Power of inspector to conduct investigation into affairs of related companies, etc.
Section 220 : Seizure of documents by inspector
Section 221 : Freezing of assets of company on inquiry and investigation
Section 222 : Imposition of restrictions upon securities
Section 223 : Inspector's report
Section 224 : Actions to be taken in pursuance of inspector's report
Section 225 : Expenses of investigation
Section 226 : Voluntary winding up of company, etc., not to stop investigation proceedings
Section 227 : Legal advisers and bankers not to disclose certain information
Section 228 : Investigation, etc., of foreign companies
Section 229 : Penalty for furnishing false statement, mutilation, destruction of documents
Section 230 : Power to compromise or make arrangements with creditors and members
Section 231 : Power of Tribunal to enforce compromise or arrangement
Section 232 : Merger and amalgamation of companies
Section 233 : Merger or amalgamation of certain companies
Section 234 : Merger or amalgamation of company with foreign company
Section 235 : Power to acquire shares of shareholders dissenting from scheme or contract approved by majority
Section 236 : Purchase of minority shareholding
Section 237 : Power of Central Government to provide for amalgamation of companies in public interest
Section 238 : Registration of offer of schemes involving transfer of shares
Section 239 : Preservation of books and papers of amalgamated companies
Section 240 : Liability of officers in respect of offences committed prior to merger, amalgamation, etc.
Section 241 : Application to Tribunal for relief in cases of oppression, etc.
Section 242 : Powers of Tribunal
Section 243 : Consequence of termination or modification of certain agreements
Section 244 : Right to apply under section 241
Section 245 : Class action
Section 246 : Application of certain provisions to proceedings under section 241 or section 245
Section 247 : Valuation by registered valuers
Section 248 : Power of Registrar to remove name of company from register of companies
Section 249 : Restrictions on making application under section 248 in certain situations
Section 250 : Effect of company notified as dissolved
Section 251 : Fraudulent application for removal of name
Section 252 : Appeal to Tribunal
Section 253 : Determination of sickness
Section 254 : Application for revival and rehabilitation
Section 255 : Exclusion of certain time in computing period of limitation
Section 256 : Appointment of interim administrator
Section 257 : Committee of creditors
Section 258 : Order of Tribunal
Section 259 : Appointment of administrator
Section 260 : Powers and duties of company administrator
Section 261 : Scheme of revival and rehabilitation
Section 262 : Sanction of scheme
Section 263 : Scheme to be binding
Section 264 : Implementation of scheme
Section 265 : Winding up of company on report of company administrator
Section 266 : Power of Tribunal to assess damages against delinquent directors, etc.
Section 267 : Punishment for certain offences
Section 268 : Bar of Jurisdiction
Section 269 : Rehabilitation and Insolvency Fund
Section 270 : Modes of winding up
Section 271 : Circumstances in which company may be wound up by Tribunal
Section 272 : Petition for winding up
Section 273 : Powers of Tribunal
Section 274 : Directions for filing statement of affairs
Section 275 : Company Liquidators and their appointments
Section 276 : Removal and replacement of liquidator
Section 277 : Intimation to Company Liquidator, provisional liquidator and Registrar
Section 278 : Effect of winding up order
Section 279 : Stay of suits, etc., on winding up order
Section 280 : Jurisdiction of Tribunal
Section 281 : Submission of report by Company Liquidator
Section 282 : Directions of Tribunal on report of Company Liquidator
Section 283 : Custody of company's properties
Section 284 : Promoters, directors, etc., to cooperate with Company Liquidator
Section 285 : Settlement of list of contributories and application of assets
Section 286 : Obligations of directors and managers
Section 287 : Advisory committee
Section 288 : Submission of periodical reports to Tribunal
Section 289 : Power of Tribunal on application for stay of winding up
Section 290 : Powers and duties of Company Liquidator
Section 291 : Provision for professional assistance to Company Liquidator
Section 292 : Exercise and control of Company Liquidator's powers
Section 293 : Books to be kept by Company Liquidator
Section 294 : Audit of Company Liquidator's accounts
Section 295 : Payment of debts by contributory and extent of set-off
Section 296 : Power of Tribunal to make calls
Section 297 : Adjustment of rights of contributories
Section 298 : Power to order costs
Section 299 : Power to summon persons suspected of having property of company, etc
Section 300 : Power to order examination of promoters, directors, etc.
Section 301 : Arrest of person trying to leave India or abscond
Section 302 : Dissolution of company by Tribunal
Section 303 : Appeals from orders made before commencement of Act
Section 304 : Circumstances in which company may be wound up voluntarily
Section 305 : Declaration of solvency in case of proposal to wind up voluntarily
Section 306 : Meeting of creditors
Section 307 : Publication of resolution to wind up voluntarily
Section 308 : Commencement of voluntary winding up
Section 309 : Effect of voluntary winding up
Section 310 : Appointment of Company Liquidator
Section 311 : Power to remove and fill vacancy of Company Liquidator
Section 312 : Notice of appointment of Company Liquidator to be given to Registrar
Section 313 : Cesser of Board's powers on appointment of Company Liquidator
Section 314 : Powers and duties of Company Liquidator in voluntary winding up
Section 315 : Appointment of committees
Section 316 : Company Liquidator to submit report on progress of winding up
Section 317 : Report of Company Liquidator to Tribunal for examination of persons
Section 318 : Final meeting and dissolution of company
Section 319 : Power of Company Liquidator to accept shares, etc., as consideration for sale of property of company
Section 320 : Distribution of property of company
Section 321 : Arrangement when binding on company and creditors
Section 322 : Power to apply to Tribunal to have questions determined, etc.
Section 323 : Costs of voluntary winding up
Section 324 : Debts of all descriptions to be admitted to proof
Section 325 : Application of insolvency rules in winding up of insolvent companies
Section 326 : Overriding preferential payments
Section 327 : Preferential payments
Section 328 : Fraudulent preference
Section 329 : Transfers not in good faith to be void
Section 330 : Certain transfers to be void
Section 331 : Liabilities and rights of certain persons fraudulently preferred
Section 332 : Effect of floating charge
Section 333 : Disclaimer of onerous property
Section 334 : Transfers, etc., after commencement of winding up to be void
Section 335 : Certain attachments, executions, etc., in winding up by Tribunal to be void
Section 336 : Offences by officers of companies in liquidation
Section 337 : Penalty for frauds by officers
Section 338 : Liability where proper accounts not kept
Section 339 : Liability for fraudulent conduct of business
Section 340 : Power of Tribunal to assess damages against delinquent directors, etc.
Section 341 : Liability under sections 339 and 340 to extend to partners or directors in firms or companies
Section 342 : Prosecution of delinquent officers and members of company
Section 343 : Company Liquidator to exercise certain powers subject to sanction
Section 344 : Statement that company is in liquidation
Section 345 : Books and papers of company to be evidence
Section 346 : Inspection of books and papers by creditors and contributories
Section 347 : Disposal of books and papers of company
Section 348 : Information as to pending liquidations
Section 349 : Official Liquidator to make payments into public account of India
Section 350 : Company Liquidator to deposit monies into scheduled bank
Section 351 : Liquidator not to deposit monies into private banking account
Section 352 : Company Liquidation Dividend and Undistributed Assets Account
Section 353 : Liquidator to make returns, etc.
Section 354 : Meetings to ascertain wishes of creditors or contributories
Section 355 : Court, tribunal or person, etc., before whom affidavit may be sworn
Section 356 : Powers of Tribunal to declare dissolution of company void
Section 357 : Commencement of winding up by Tribunal
Section 358 : Exclusion of certain time in computing period of limitation
Section 359 : Appointment of Official Liquidator
Section 360 : Powers and functions of Official Liquidator
Section 361 : Summary procedure for liquidation
Section 362 : Sale of assets and recovery of debts due to company
Section 363 : Settlement of claims of creditors by Official Liquidator
Section 364 : Appeal by creditor
Section 365 : Order of dissolution of company
Section 366 : Companies capable of being registered
Section 367 : Certificate of registration of existing companies
Section 368 : Vesting of property on registration
Section 369 : Saving of existing liabilities
Section 370 : Continuation of pending legal proceedings
Section 371 : Effect of registration under this Part
Section 372 : Power of Court to stay or restrain proceedings
Section 373 : Suits stayed on winding up order
Section 374 : Obligations of companies registering under this Part
Section 375 : Winding up of unregistered companies
Section 376 : Power to wind up foreign companies, although dissolved
Section 377 : Provisions of Chapter cumulative
Section 378 : Saving and construction of enactments conferring power to wind up partnership firm, association or company, etc., in certain cases
Section 379 : Application of Act to foreign companies
Section 380 : Documents, etc., to be delivered to Registrar by foreign companies
Section 381 : Accounts of foreign company
Section 382 : Display of name, etc., of foreign company
Section 383 : Service on foreign company
Section 384 : Debentures, annual return, registration of charges, books of account and their inspection
Section 385 : Fee for registration of documents
Section 386 : Interpretation
Section 387 : Dating of prospectus and particulars to be contained therein
Section 388 : Provisions as to expert's consent and allotment
Section 389 : Registration of prospectus
Section 390 : Offer of Indian Depository Receipts
Section 391 : Application of sections 34 to 36 and Chapter XX
Section 392 : Punishment for contravention
Section 393 : Company's failure to comply with provisions of this Chapter not to affect validity of contracts, etc.
Section 394 : Annual reports on Government companies
Section 395 : Annual reports where one or more State Governments are members of companies
Section 396 : Registration offices
Section 397 : Admissibility of certain documents as evidence
Section 398 : Provisions relating to filing of applications, documents, inspection, etc., in electronic form
Section 399 : Inspection, production and evidence of documents kept by Registrar
Section 400 : Electronic form to be exclusive, alternative or in addition to physical form
Section 401 : Provision of value added services through electronic form
Section 402 : Application of provisions of Information Technology Act, 2000
Section 403 : Fee for filing, etc.
Section 404 : Fees, etc., to be credited into public account
Section 405 : Power of Central Government to direct companies to furnish information or statistics
Section 406 : Power to modify Act in its application to Nidhis
Section 407 : Definitions
Section 408 : Constitution of National Company Law Tribunal
Section 409 : Qualification of President and Members of Tribunal
Section 410 : Constitution of Appellate Tribunal
Section 411 : Qualifications of Chairperson and Members of Appellate Tribunal
Section 412 : Selection of Members of Tribunal and Appellate Tribunal
Section 413 : Term of office of President, chairperson and other Members
Section 414 : Salary, allowances and other terms and conditions of service of Members
Section 415 : Acting President and Chairperson of Tribunal or Appellate Tribunal
Section 416 : Resignation of Members
Section 417 : Removal of Members
Section 418 : Staff of Tribunal and Appellate Tribunal
Section 419 : Benches of Tribunal
Section 420 : Orders of Tribunal
Section 421 : Appeal from orders of Tribunal
Section 422 : Expeditious disposal by Tribunal and Appellate Tribunal
Section 423 : Appeal to Supreme Court
Section 424 : Procedure before Tribunal and Appellate Tribunal
Section 425 : Power to punish for contempt
Section 426 : Delegation of powers
Section 427 : President, Members, officers, etc., to be public servants
Section 428 : Protection of action taken in good faith
Section 429 : Power to seek assistance of Chief Metropolitan Magistrate, etc.
Section 430 : Civil court not to have jurisdiction
Section 431 : Vacancy in Tribunal or Appellate Tribunal not to invalidate acts or proceedings
Section 432 : Right to legal representation
Section 433 : Limitation
Section 434 : Transfer of certain pending proceedings
Section 435 : Establishment of Special Courts
Section 436 : Offences triable by Special Courts
Section 437 : Appeal and revision
Section 438 : Application of Code to proceedings before Special Court
Section 439 : Offences to be non-cognizable
Section 440 : Transitional provisions
Section 441 : Compounding of certain offences
Section 442 : Mediation and Conciliation Panel
Section 443 : Power of Central Government to appoint company prosecutors
Section 444 : Appeal against acquittal
Section 445 : Compensation for accusation without reasonable cause
Section 446 : Application of fines
Section 447 : Punishment for fraud
Section 448 : Punishment for false statement
Section 449 : Punishment for false evidence
Section 450 : Punishment where no specific penalty or punishment is provided
Section 451 : Punishment in case of repeated default
Section 452 : Punishment for wrongful withholding of property
Section 453 : Punishment for improper use of "Limited" or "Private Limited"
Section 454 : Adjudication of penalties
Section 455 : Dormant company
Section 456 : Protection of action taken in good faith
Section 457 : Non-disclosure of information in certain cases
Section 458 : Delegation by Central Government of its powers and functions
Section 459 : Powers of Central Government or Tribunal to accord approval, etc., subject to conditions and to prescribe fees on applications
Section 460 : Condonation of delay in certain cases
Section 461 : Annual report by Central Government
Section 462 : Power to exempt class or classes of companies from provisions of this Act
Section 463 : Power of court to grant relief in certain cases
Section 464 : Prohibition of association or partnership of persons exceeding certain number
Section 465 : Repeal of certain enactments and savings
Section 466 : Dissolution of Company Law Board and consequential provisions
Section 467 : Power of Central Government to amend Schedules
Section 468 : Powers of Central Government to make rules relating to winding up
Section 469 : Power of Central Government to make rules
Section 470 : Power to remove difficulties
SCH-01 : SCHEDULE I - See sections 4 and 5
SCH-02 : SCHEDULE II -See section 123
SCH-03 : SCHEDULE III -See section 129
SCH-04 : SCHEDULE IV-See section 149(7)
SCH-05 : SCHEDULE V -See sections 196 and 197
SCH-06 : SCHEDULE VI -See sections 55 and 186
SCH-07 : SCHEDULE VII -See section 135
 
 
 
 
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