Article Section

Home Articles Corporate Laws / IBC / SEBI Mr. M. GOVINDARAJAN Experts This

PROVISIONS OF COMPANIES ACT, 2013 WHICH HAVE NOT YET BEEN NOTIFIED

PROVISIONS OF COMPANIES ACT, 2013 WHICH HAVE NOT YET BEEN NOTIFIED

				By: Mr. M. GOVINDARAJAN
				November 6, 2014
All Articles by: Mr. M. GOVINDARAJAN View Profile

Contents

The Companies Act, 2013 got the assent of the President on 20.08.2013. Certain sections came into effect from 12.09.2013 vide Notification dated 12.09.2013. Certain sections came into effect from 01.04.2014. The following sections have yet to be notified as appointed date:

CHAPTER I – Preliminary

Section 2(23) – definition for ‘Company Liquidator’;
Section 2(29) (iv) – the meaning of ‘Special court’;
Section 2(67) sub clause (ix) – the Registration of Companies (Sikkim) Act, 1961 (Sikkim Act 8 of 1961);

CHAPTER II – INCORPORATION OF COMPANY AND MATTERS INCIDENTAL THERETO

Section 7(7) – Incorporation of Companies - Powers of Tribunal to pass orders – companies incorporated by fraud;
Section 8 (9) – Formation of Companies with charitable objects etc., - winding up;
Section 14 (1) and (2) – Alteration of Articles;

CHAPTER IV – SHARE CAPITAL AND DEBENTURES

Section 48 – Variation of shareholders’ rights;
Section 55(3) – Issue and redemption of preference shares- Role of Tribunal;
Section 61 – proviso to (1)(b) – which provides that no consolidation and division which results in changes to the voting percentage of shareholders shall take effect unless it is approved by the Tribunal on an application made in the prescribed manner;
Section 62 (4), (5) and (6) – Further issue of share capital;
Section 66 – Reduction of Share capital;
Section 71 (9) – relating to debentures;
Section 71 (10) – relating to debentures;
Section 71 (11) – relating to debentures;

CHAPTER V – ACCEPTANCE OF DEPOSITS BY COMPANIES

Section 75 – Damages for fraud.

CHAPTER VII – MANAGEMENT AND ADMINISTRATION

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 119 (4) – Inspection at the order of the Tribunal.

CHAPTER VIII – DECLARATION AND PAYMENT OF DIVIDEND

Section 124 – unpaid dividend account
Section 125 – Investor Education and Protection Fund.

CHAPTER IX – ACCOUNTS OF COMPANIES

Section 130 – Re-opening of accounts on court’s or Tribunal’s orders;
Section 131 – Voluntary revision of financial statements of Board’s report;
Section 132 – Constitution of National Financing Reporting Authority.

CHAPTER XI – APPOINTMENT AND QUALIFICATION OF AUDITORS

Section 169 (4) – Removal of Directors.

CHAPTER XIV – INSPECTION, INQUIRY AND INVESTIGATION

Section 212– Investigation into affairs of company by Serious Fraud Investigation Office – references to Section 66(10), 140(5), 213, 251(1) and 339(3) made in 212 (6), (8) and (10);
Section 216 (2 ) – Order of Tribunal to investigate the affairs of the company;
Section 218 – Protection of employees during investigation;
Section 221 – Freezing of assets of company on inquiry and investigation;
Section 222 – Imposition of restrictions upon securities;
Section 224 (2) – Central Government to apply before Tribunal for winding up of a company based on the report of the Inspector;
Section 224 (5) – Central Government to file application before the Tribunal for its order in the case of fraud by the company;
Section 226 – Voluntary winding up of accompany etc., not to stop investigation proceedings;
Section 227 – Legal advisers and bankers not to disclose certain information;

CHAPTER XV

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.,

CHAPTER XVI – PREVENTION OF OPPRESSION AND MISMANAGEMENT

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 agreement;
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.

CHAPTER XVII – REGISTERED VALUERS

Section 247 – Valuation by registered valuers.

CHAPTER XVIII – REMOVAL OF NAMES OF COMPANIES FROM THE REGISTRER OF COMPANIES

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 name;
Section 252 – Appeal to Tribunal;

CHAPTER XIX – REVIVAL AND REHABILITATION OF SICK COMPANIES

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.

CHAPTER XX – WINDING UP

Section 270 – Modes of winding up.

PART I – WINDING UP BY THE TRIBUNAL

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 co-operate 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;

PART II – VOLUNTARY WINDING UP

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.

PART III – PROVISIONS APPLICABLE TO EVERY MODE OF 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 – Transfer 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 charges;
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 the 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.

PART IV – OFFICIAL LIQUIDATORS

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.

CHAPTER XXI – COMPANIES AUTHORISED TO REGISTER UNDER THIS ACT

PART I – COMPANIES AUTHORISED TO REGISTER UNDER THIS ACT

Proviso to Section 370 – Continuation of pending legal proceedings;
Section 372 – Power of Court to stay or restrain proceedings;
Section 373 – Suits stayed on winding up order;

PART II – WINDING UP OF UNREGISTERED COMPANIES

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.

CHAPTER XXII – COMPANIES INCORPORATED OUTSIDE INDIA

Section 391 (2) – Application of Sections 34 to 36 and Chapter XX;
Section 399 – Inspection, production and evidence of documents kept by Registrar – This section is in force except the word ‘Tribunal’ appears in this section;

CHAPTER XXVII – NATIONAL COMPANY LAW TRIBUNAL AND APPELLATE TRIBUNAL

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 – Order 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.

CHAPTER XXVIII – SPECIAL COURTS

Section 435 – Establishment of Special Courts;
Section 436 – Offences tribal by Special Courts;
Section 437 – Appeal and revision;
Section 438 – Application of Code to proceedings before Special Court;
Section 440 – Transitional provisions;
Section 441 – Compounding of certain offences.

CHAPTER XXIX – MISCELLANOUES

Section 465 – Repeal of certain enactments and savings;
Section 466 – Dissolution of Company Law Board and consequential provisions.

By: Mr. M. GOVINDARAJAN - November 6, 2014

Discussions to this article

Hi,

Sir could you please tell me what is the position of the notified sections upto today? whether the sections that you have mentioned are still not notified?

Thanks & Regards,

Rajvi Vira

By: rajvi vira
Dated: February 15, 2016

Section 14 came into effect from 14.12.2015.

Section 125 (5)(6)(7) came into effect from 13.01.2016.

Others have not yet notified.

By: MARIAPPAN GOVINDARAJAN
Dated: February 15, 2016