COMPANIES BILL, 2011

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