Table of Content
 

 

Basics

  • Short title, extent, commencement and application
  • Definitions

Incidental Thereto

  • Formation of company
  • Memorandum
  • Articles
  • Act to override memorandum, articles, etc
  • Incorporation of company
  • Formation of companies with charitable objects, etc
  • Effect of registration
  • Effect of memorandum and articles
  • Commencement of business, etc
  • Registered office of company
  • Alteration of memorandum
  • Alteration of articles
  • Alteration of memorandum or articles to be noted in every copy
  • Rectification of name of company
  • Copies of memorandum, articles, etc, to be given to members
  • Conversion of companies already registered
  • Subsidiary company not to hold shares in its holding company
  • Service of documents
  • Authentication of documents, proceedings and contracts
  • Execution of bills of exchange, etc

Prospectus and Allotment Of Securities

  • Public offer and private placement
  • Power of Securities and Exchange Board
  • Document containing offer of securities for sale to be deemed prospectus
  • Matters to be stated in prospectus
  • Variation in terms of contract or objects in prospectus
  • Offer of sale of shares by certain members of company
  • Public offer of securities to be in dematerialized form
  • Advertisement of prospectus
  • Shelf prospectus
  • Red herring prospectus
  • Issue of application forms for securities
  • Criminal liability for misstatements in prospectus
  • Civil liability for misstatements in prospectus
  • Punishment for fraudulently inducing persons to invest money
  • Action by affected persons
  • Punishment for impersonation for acquisition, etc, of securities
  • Allotment of securities by company
  • Securities to be dealt with in stock exchanges
  • Global depository receipt

Private Placement

  • Offer or invitation for subscription of securities on private placement

Share Capital and Debentures

  • Kinds of share capital
  • Nature of shares or debentures
  • Numbering of shares
  • Certificate of shares
  • Voting rights
  • Variation of shareholders' rights
  • Calls on shares of same class to be made on uniform basis
  • Company to accept unpaid share capital, although not called up
  • Payment of dividend in proportion to amount paid-up
  • Application of premiums received on issue of shares
  • Prohibition on issue of shares at discount
  • Issue of sweat equity shares
  • Issue and redemption of preference shares
  • Transfer and transmission of securities
  • Punishment for impersonation of shareholder
  • Refusal of registration and appeal against refusal
  • Rectification of register of members
  • Publication of authorized, subscribed and paid-up capital
  • Power of limited company to alter its share capital
  • Further issue of share capital
  • Issue of bonus shares

Section

  • Notice to be given to Registrar for alteration of share capital
  • Unlimited company to provide for reserve share capital on conversion into limited company
  • Reduction of share capital
  • Restrictions on purchase by company or giving of loans by it for purchase of its shares
  • Power of company to purchase its own securities
  • Transfer of certain sums to capital redemption reserve account
  • Prohibition for buy-back in certain circumstances
  • Debentures
  • Power to nominate

Acceptance Of Deposits By Companies

  • Prohibition on acceptance of deposits from public
  • Repayment of deposits, etc, accepted before commencement of this Act
  • Damages for fraud
  • Acceptance of deposits from public by certain companies

Registration Of Charges

  • Duty to register charges, etc
  • Application for registration of charge
  • Section to apply in certain matters
  • Date of notice of charge
  • Register of charges to be kept by Registrar
  • Company to report satisfaction of charge
  • Power of Registrar to make entries of satisfaction and release in absence of intimation from company
  • Intimation of appointment of receiver or manager
  • Company's register of charges
  • Punishment for contravention
  • Rectification by Central Government in register of charges

Management and Administration

  • Register of members, etc
  • Declaration in respect of beneficial interest in any share
  • Investigation of beneficial ownership of shares in certain cases
  • Power to close register of members or debenture holders or other security holders
  • Annual return
  • Return to be filed with Registrar in case promoters' stake changes
  • Place of keeping and inspection of registers, returns, etc
  • Registers, etc, to be evidence
  • Annual general meeting
  • Power of Tribunal to call annual general meeting
  • Power of Tribunal to call meetings of members, etc
  • Punishment for default in complying with provisions of sections to
  • Calling of extraordinary general meeting
  • Notice of meeting
  • Statement to be annexed to notice
  • Quorum for meetings
  • Chairman of meetings
  • Proxies
  • Restriction on voting rights
  • Voting by show of hands
  • Voting through electronic means
  • Demand for poll
  • Postal ballot
  • Circulation of members' resolution
  • Representation of President and Governors in meetings
  • Representation of corporations at meeting of companies and of creditors
  • Ordinary and special resolutions
  • Resolutions requiring special notice
  • Resolutions passed at adjourned meeting
  • Resolutions and agreements to be filed
  • Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot
  • Inspection of minute-books of general meeting
  • Maintenance and inspection of documents in electronic form
  • Report on annual general meeting
  • Applicability of this Chapter to One Person Company

Declaration and Payment Of Dividend

  • Declaration of dividend
  • Unpaid Dividend Account
  • Investor Education and Protection Fund
  • Right to dividend, rights shares and bonus shares to be held in abeyance pending registration of transfer of shares
  • Punishment for failure to distribute dividends

Accounts Of Companies

  • Books of account, etc, to be kept by company
  • Financial statement
  • Re-opening of accounts on court's or Tribunal's orders
  • Voluntary revision of financial statements or Board’s report
  • Constitution of National Financial Reporting Authority
  • Central Government to prescribe accounting standards
  • Financial Statement, Board's report, etc
  • Corporate Social Responsibility
  • Right of member to copies of audited financial statement
  • Copy of financial statement to be filed with Registrar
  • Internal Audit

Audit and Auditors

  • Appointment of auditors
  • Removal, resignation of auditor and giving of special notice
  • Eligibility, qualifications and disqualifications of auditors
  • Remuneration of auditors
  • Powers and duties of auditors and auditing standards
  • Auditor not to render certain services
  • Auditors to sign audit reports, etc
  • Auditors to attend general meeting
  • Punishment for contravention
  • Central Government to specify audit of items of cost in respect of certain companies

Appointment and Qualifications Of Directors

  • Company to have Board of Directors
  • Manner of selection of independent directors and maintenance of data bank of independent directors
  • Appointment of director elected by small shareholders
  • Appointment of directors
  • Application for allotment of Director Identification Number
  • Allotment of Director Identification Number
  • Prohibition to obtain more than one Director Identification Number
  • Director to intimate Director Identification Number
  • Company to inform Director Identification Number to Registrar
  • Obligation to indicate Director Identification Number
  • Punishment for contravention
  • Right of persons other than retiring directors to stand for directorship
  • Appointment of additional director, alternate director and nominee director
  • Appointment of directors to be voted individually
  • Option to adopt principle of proportional representation for appointment of directors
  • Disqualifications for appointment of director
  • Number of directorships
  • Duties of directors
  • Vacation of office of director
  • Resignation of director
  • Removal of directors
  • Register of directors and key managerial personnel and their shareholding
  • Members' right to inspect
  • Punishment

Meetings Of Board and its Powers

  • Meetings of Board
  • Quorum for meetings of Board
  • Passing of resolution by circulation
  • Defects in appointment of directors not to invalidate actions taken
  • Audit committee
  • Nomination and remuneration committee and stakeholders relationship committee
  • Powers of Board
  • Restrictions on powers of Board
  • Company to contribute to bona fide and charitable funds, etc
  • Prohibitions and restrictions regarding political contributions
  • Power of Board and other persons to make contributions
  • Disclosure of interest by director
  • Loan to directors, etc
  • Loan and investment by company
  • Investments of company to be held in its own name
  • Related party transactions
  • Register of contracts or arrangements in which directors are interested
  • Contract of employment with managing or whole-time directors
  • Payment to director for loss of office, etc, in connection with transfer of undertaking, property or shares
  • Restriction on non-cash transactions involving directors
  • Contract by One Person Company
  • Prohibition on forward dealings in securities of company by director or key managerial personnel
  • Prohibition on insider trading of securities

Appointment and Remuneration Of Managerial Personnel

  • Appointment of managing director, whole-time director or manager
  • Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits
  • Calculation of profits
  • Recovery of remuneration in certain cases
  • Central Government or company to fix limit with regard to remuneration
  • Forms of, and procedure in relation to, certain applications
  • Compensation for loss of office of managing or whole-time director or manager
  • Appointment of key managerial personnel
  • Secretarial audit for bigger companies
  • Functions of company secretary

Inspection, Inquiry and Investigation

  • Power to call for information, inspect books and conduct inquiries
  • Conduct of inspection and inquiry
  • Report on inspection made
  • Search and seizure
  • Investigation into affairs of company
  • Establishment of Serious Fraud Investigation Office
  • Investigation into affairs of company by Serious Fraud Investigation Office
  • Investigation into company's affairs in other cases
  • Security for payment of costs and expenses of investigation
  • Firm, body corporate or association not to be appointed as inspector
  • Investigation of ownership of company
  • Procedure, powers, etc, of inspectors
  • Protection of employees during investigation
  • Power of inspector to conduct investigation into affairs of related companies, etc
  • Seizure of documents by inspector
  • Freezing of assets of company on inquiry and investigation
  • Imposition of restrictions upon securities
  • Inspector's report
  • Actions to be taken in pursuance of inspector's report
  • Expenses of investigation
  • Voluntary winding up of company, etc, not to stop investigation proceedings
  • Legal advisers and bankers not to disclose certain information
  • Investigation, etc, of foreign companies
  • Penalty for furnishing false statement, mutilation, destruction of documents

Compromises, Arrangements and Amalgamations

  • Power to compromise or make arrangements with creditors and members
  • Power of Tribunal to enforce compromise or arrangement
  • Merger and amalgamation of companies
  • Merger or amalgamation of certain companies
  • Merger or amalgamation of company with foreign company
  • Power to acquire shares of shareholders dissenting from scheme or contract approved by majority
  • Purchase of minority shareholding
  • Power of Central Government to provide for amalgamation of companies in public interest
  • Registration of offer of schemes involving transfer of shares
  • Preservation of books and papers of amalgamated companies
  • Liability of officers in respect of offences committed prior to merger, amalgamation, etc

Prevention Of Oppression and Mismanagement

  • Application to Tribunal for relief in cases of oppression, etc
  • Powers of Tribunal
  • Consequence of termination or modification of certain agreements
  • Right to apply under section
  • Class action
  • Application of certain provisions to proceedings under section or section

Registered Valuers

  • Valuation by registered valuers

Removal Of Names Of Companies From The Register Of Companies

  • Power of Registrar to remove name of company from register of Companies
  • Restrictions on making application under section in certain situations
  • Effect of company notified as dissolved
  • Fraudulent application for removal of name
  • Appeal to Tribunal

Revival and Rehabilitation Of Sick Companies

  • Determination Of Sickness
  • Application for revival and rehabilitation
  • Exclusion of certain time in computing period of limitation
  • Appointment of interim administrator
  • Committee of creditors
  • Order of Tribunal
  • Appointment of administrator
  • Powers and duties of company administrator
  • Scheme of revival and rehabilitation
  • Sanction of scheme
  • Scheme to be binding
  • Implementation of scheme
  • Winding up of company on report of company administrator
  • Power of Tribunal to assess damages against delinquent directors, etc
  • Punishment for certain offences
  • Bar of jurisdiction
  • Rehabilitation and Insolvency Fund

Winding Up

  • Modes of winding up
  • Circumstances in which company may be wound up by Tribunal
  • Petition for winding up
  • Powers of Tribunal
  • Directions for filing statement of affairs
  • Company Liquidators and their appointments
  • Removal and replacement of liquidator
  • Intimation to Company Liquidator, provisional liquidator and Registrar
  • Effect of winding up order
  • Stay of suits, etc, on winding up order
  • Jurisdiction of Tribunal
  • Submission of report by Company Liquidator
  • Directions of Tribunal on report of Company Liquidator
  • Custody of company's properties
  • Promoters, directors, etc, to co-operate with Company Liquidator
  • Settlement of list of contributories and application of assets
  • Obligations of directors and managers
  • Advisory Committee
  • Submission of periodical reports to Tribunal
  • Power of Tribunal on application for stay of winding up
  • Powers and duties of Company Liquidator
  • Provision for professional assistance to Company Liquidator
  • Exercise and control of Company Liquidator's powers
  • Books to be kept by Company Liquidator
  • Audit of Company Liquidator's accounts
  • Payment of debts by contributory and extent of set-off
  • Power of Tribunal to make calls
  • Adjustment of rights of contributories
  • Power to order costs
  • Power to summon persons suspected of having property of company, etc
  • Power to order examination of promoters, directors, etc
  • Arrest of person trying to leave India or abscond
  • Dissolution of company by Tribunal
  • Appeals from orders made before commencement of Act

Voluntary Winding Up

  • Circumstances in which company may be wound up voluntarily
  • Declaration of solvency in case of proposal to wind up voluntarily
  • Meeting of creditors
  • Publication of resolution to wind up voluntarily
  • Commencement of voluntary winding up
  • Effect of voluntary winding up
  • Appointment of Company Liquidator
  • Power to remove and fill vacancy of Company Liquidator
  • Notice of appointment of Company Liquidator to be given to Registrar
  • Cesser of Board's powers on appointment of Company Liquidator
  • Powers and duties of Company Liquidator in voluntary winding up
  • Appointment of committees
  • Company Liquidator to submit report on progress of winding up
  • Report of Company Liquidator to Tribunal for examination of persons
  • Final meeting and dissolution of company
  • Power of Company Liquidator to accept shares, etc, as consideration for sale of property of company
  • Distribution of property of company
  • Arrangement when binding on company and creditors
  • Power to apply to Tribunal to have questions determined, etc
  • Costs of voluntary winding up

Provisions Applicable To Every Mode Of Winding Up

  • Debts of all descriptions to be admitted to proof
  • Application of insolvency rules in winding up of insolvent companies
  • Overriding preferential payments
  • Preferential payments
  • Fraudulent preference
  • Transfers not in good faith to be void
  • Certain transfers to be void
  • Liabilities and rights of certain persons fraudulently preferred
  • Effect of floating charge
  • Disclaimer of onerous property
  • Transfers, etc, after commencement of winding up to be void
  • Certain attachments, executions, etc, in winding up by Tribunal to be void
  • Offences by officers of companies in liquidation
  • Penalty for frauds by officers
  • Liability where proper accounts not kept
  • Liability for fraudulent conduct of business
  • Power of Tribunal to assess damages against delinquent directors, etc
  • Liability under sections and to extend to partners or directors in firms or companies
  • Prosecution of delinquent officers and members of company
  • Company Liquidator to exercise certain powers subject to sanction
  • Statement that company is in liquidation
  • Books and papers of company to be evidence
  • Inspection of books and papers by creditors and contributories
  • Disposal of books and papers of company
  • Information as to pending liquidations
  • Official Liquidator to make payments into public account of India
  • Company Liquidator to deposit monies into scheduled bank
  • Liquidator not to deposit monies into private banking account
  • Company Liquidation Dividend and Undistributed Assets Account
  • Liquidator to make returns, etc
  • Meetings to ascertain wishes of creditors or contributories
  • Court, Tribunal or person, etc, before whom affidavit may be sworn
  • Powers of Tribunal to declare dissolution of company void
  • Commencement of winding up by Tribunal
  • Exclusion of certain time in computing period of limitation

Official Liquidators

  • Appointment of Official Liquidator
  • Powers and functions of Official Liquidator
  • Summary procedure for liquidation
  • Sale of assets and recovery of debts due to company
  • Settlement of claims of creditors by Official Liquidator
  • Appeal by creditor
  • Order of dissolution of company

Companies Authorized To Register Under This Act

  • Companies capable of being registered
  • Certificate of registration of existing companies
  • Vesting of property on registration
  • Saving of existing liabilities
  • Continuation of pending legal proceedings
  • Effect of registration under this Part
  • Power of Court to stay or restrain proceedings
  • Suits stayed on winding up order
  • Obligation of Companies registering under this Part

Winding Up Of Unregistered Companies

  • Winding up of unregistered companies
  • Power to wind up foreign companies although dissolved
  • Provisions of Chapter cumulative
  • Saving and construction of enactments conferring power to wind up partnership firm, association or company, etc, in certain cases

Companies Incorporated Outside India

  • Application of Act to foreign companies
  • Documents, etc, to be delivered to Registrar by foreign companies
  • Accounts of foreign company
  • Display of name, etc, of foreign company
  • Service on foreign company
  • Debentures, annual return, registration of charges, books of account and their inspection
  • Fee for registration of documents
  • Interpretation
  • Dating of prospectus and particulars to be contained therein
  • Provisions as to expert's consent and allotment
  • Registration of prospectus
  • Offer of Indian Depository Receipts
  • Application of sections to and Chapter XX
  • Punishment for contravention
  • Company's failure to comply with provisions of this Chapter not to affect validity of contracts, etc

Government Companies

  • Annual reports on Government companies
  • Annual reports where one or more State Governments are members of companies

Registration Offices and Fees

  • Registration offices
  • Admissibility of certain documents as evidence
  • Provisions relating to filing of applications, documents, inspection, etc, in electronic form
  • Inspection, production and evidence of documents kept by Registrar
  • Electronic form to be exclusive, alternative or in addition to physical form
  • Provision of value added services through electronic form
  • Application of provisions of Information Technology Act,
  • Fee for filing, etc
  • Fees, etc, to be credited into public account

Companies To Furnish Information Or Statistics

  • Power of Central Government to direct companies to furnish information or statistics
  • Power to modify Act in its application to Nidhis

National Company Law Tribunal and Appellate Tribunal

  • Definitions
  • Constitution of National Company Law Tribunal
  • Qualification of President and Members of Tribunal
  • Constitution of Appellate Tribunal
  • Qualifications of Chairperson and members of Appellate Tribunal
  • Selection of Members of Tribunal and Appellate Tribunal
  • Term of office of President, Chairperson and other Members
  • Salary, allowances and other terms and conditions of service of Members
  • Acting President and Chairperson of Tribunal or Appellate Tribunal
  • Resignation of Members
  • Removal of Members
  • Staff of Tribunal and Appellate Tribunal
  • Benches of Tribunal
  • Orders of Tribunal
  • Appeal from Orders of Tribunal
  • Expeditious disposal by Tribunal and Appellate Tribunal
  • Appeal to Supreme Court
  • Procedure before Tribunal and Appellate Tribunal
  • Power to punish for contempt
  • Delegation of powers
  • President, Members, officers, etc, to be public servants
  • Protection of action taken in good faith
  • Power to seek assistance of Chief Metropolitan Magistrate, etc
  • Civil court not to have jurisdiction
  • Vacancy in Tribunal or Appellate Tribunal not to invalidate acts or proceedings
  • Right to legal representation
  • Limitation
  • Transfer of certain pending proceedings

Special Courts

  • Establishment of Special Courts
  • Offences triable by Special Courts
  • Appeal and revision
  • Application of Code to proceedings before Special Court
  • Offences to be non-cognizable
  • Transitional provisions
  • Compounding of certain offences
  • Mediation and conciliation penal
  • Power of Central Government to appoint company prosecutors
  • Appeal against acquittal
  • Compensation for accusation without reasonable cause
  • Application of fines

Miscellaneous

  • Punishment for fraud
  • Punishment for false statements
  • Punishment for false evidence
  • Punishment where no specific penalty or punishment is provided
  • Punishment in case of repeated default
  • Punishment for wrongful withholding of property
  • Punishment for improper use of "Limited" or "Private Limited"
  • Adjudication of penalties
  • Dormant company
  • Protection of action taken in good faith
  • Non-disclosure of information in certain cases
  • Delegation by Central Government of its powers and functions
  • Powers of Central Government or Tribunal to accord approval, etc, subject to conditions and to prescribe fees on applications
  • Condonation of delay in certain cases
  • Annual report by Central Government
  • Power to exempt class or classes of companies from provisions of this Act
  • Power of court to grant relief in certain cases
  • Prohibition of association or partnership of persons exceeding certain number
  • Repeal of certain enactments and savings
  • Dissolution of Company Law Board and consequential provisions
  • Power of Central Government to amend Schedules
  • Powers of Central Government to make rules relating to winding up
  • Power of Central Government to make rules
  • Power to remove difficulties



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