Certify and Increase Opportunity.
Be
Govt. Certified Corporate Law Analyst

1. Incorporation Of Company And Matters

1.1 Formation of company
1.2 Memorandum and Articles
1.3 Act to override memorandum, articles
1.4 Incorporation of company
1.5 Formation of companies with charitable objects
1.6 Effect of registration
1.7 Effect of memorandum and articles
1.8 Commencement of business, etc
1.9 Registered office of company
1.10 Alteration of memorandum and articles
1.11 Alteration of memorandum or articles to be noted in every copy
1.12 Rectification of name of company
1.13 Copies of memorandum, articles, etc, to be given to members
1.14 Conversion of companies already registered
1.15 Subsidiary company not to hold shares in its holding company
1.16 Service of documents
1.17 Authentication of documents, proceedings and contracts
1.18 Execution of bills of exchange, etc

2. Prospectus And Allotment Of Securities

2.1 Public offer and private placement
2.2 Securities and Exchange Board Powers
2.3 Offer of Securities Document
2.4 Matters to be stated in prospectus
2.5 Variation in terms of contract or objects in prospectus
2.6 Offer of sale of shares by certain members of company
2.7 Public offer of securities to be in dematerialized form
2.8 Advertisement of prospectus
2.9 Shelf prospectus
2.10 Red herring prospectus
2.11 Issue of application forms for securities
2.12 Criminal liability for misstatements in prospectus
2.13 Civil liability for misstatements in prospectus
2.14 Punishment for fraudulently inducing persons to invest money
2.15 Action by affected persons
2.16 Punishment for personation for acquisition, etc, of securities
2.17 Allotment of securities by company
2.18 Securities to be dealt with in stock exchanges
2.19 Global depository receipt
2.20 Offer or invitation for subscription of securities on private placement

3. Share Capital And Debentures

3.1 Kinds of share capital
3.2 Nature of shares or debentures
3.3 Numbering of shares
3.4 Certificate of shares
3.5 Voting rights
3.6 Variation of shareholders’ rights
3.7 Calls on shares of same class to be made on uniform basis
3.8 Company to accept unpaid share capital, although not called up
3.9 Payment of dividend in proportion to amount paid-up
3.10 Application of premiums received on issue of shares
3.11 Prohibition on issue of shares at discount
3.12 Issue of sweat equity shares
3.13 Issue and redemption of preference shares
3.14 Transfer and transmission of securities
3.15 Punishment for personation of shareholder
3.16 Refusal of registration and appeal against refusal
3.17 Rectification of register of members
3.18 Publication of authorized, subscribed and paid-up capital
3.19 Power of limited company to alter its share capital
3.20 Further issue of share capital
3.21 Issue of bonus shares
3.22 Notice to be given to Registrar for alteration of share capital
3.23 Reserve share capital by unlimited company on conversion into limited company
3.24 Reduction of share capital
3.25 Restrictions on purchase by company for purchase of its shares
3.26 Power of company to purchase its own securities
3.27 Transfer of certain sums to capital redemption reserve account
3.28 Prohibition for buy-back in certain circumstances
3.29 Debentures
3.30 Power to nominate

4. Acceptance Of Deposits By Companies

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

5. Registration Of Charges

5.1 Duty to register charges, etc
5.2 Application for registration of charge
5.3 Section to apply in certain matters
5.4 Date of notice of charge
5.5 Register of charges to be kept by Registrar
5.6 Company to report satisfaction of charge
5.7 Power of Registrar in absence of intimation from company
5.8 Intimation of appointment of receiver or manager
5.9 Company’s register of charges
5.10 Punishment for contravention
5.11 Rectification by Central Government in register of charges

6. Management And Administration

6.1 Register of members, etc
6.2 Declaration in respect of beneficial interest in any share
6.3 Investigation of beneficial ownership of shares in certain cases
6.4 Power to close register of members or debenture holders or other security holders
6.5 Annual return
6.6 Return to be filed with Registrar in case promoters’ stake changes
6.7 Place of keeping and inspection of registers, returns, etc
6.8 Registers, etc, to be evidence
6.9 Annual general meeting
6.10 Power of Tribunal to call annual general meeting
6.11 Power of Tribunal to call meetings of members, etc
6.12 Punishment for default in complying with provisions of sections to
6.13 Calling of extraordinary general meeting
6.14 Notice of meeting
6.15 Statement to be annexed to notice
6.16 Quorum for meetings
6.17 Chairman of meetings
6.18 Proxies
6.19 Restriction on voting rights
6.20 Voting by show of hands
6.21 Voting through electronic means
6.22 Demand for poll
6.23 Postal ballot
6.24 Circulation of members’ resolution
6.25 Representation of President and Governors in meetings
6.26 Representation of corporations at meeting of companies and of creditors
6.27 Ordinary and special resolutions
6.28 Resolutions requiring special notice
6.29 Resolutions passed at adjourned meeting
6.30 Resolutions and agreements to be filed
6.31 Board of Directors Meeting and resolutions passed by postal ballot
6.32 Inspection of minute-books of general meeting
6.33 Maintenance and inspection of documents in electronic form
6.34 Report on annual general meeting
6.35 Applicability of this Chapter to One Person Company

7. Declaration And Payment Of Dividend

7.1 Declaration of dividend
7.2 Unpaid Dividend Account
7.3 Investor Education and Protection Fund
7.4 Right to dividend, rights shares and bonus shares
7.5 Punishment for failure to distribute dividends

8. Accounts Of Companies

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

9. Audit And Auditors

9.1 Appointment of auditors
9.2 Removal, resignation of auditor and giving of special notice
9.3 Eligibility, qualifications and disqualifications of auditors
9.4 Remuneration of auditors
9.5 Powers and duties of auditors and auditing standards
9.6 Auditor not to render certain services
9.7 Auditors to sign audit reports
9.8 Auditors to attend general meeting
9.9 Punishment for contravention
9.10 Central Government specifying audit of items of cost for certain companies

10. Appointment And Qualifications Of Directors

10.1 Company to have Board of Directors
10.2 Selection of independent directors
10.3 Appointment of director elected by small shareholders
10.4 Appointment of directors
10.5 Application for allotment of Director Identification Number
10.6 Allotment of Director Identification Number
10.7 Prohibition to obtain more than one Director Identification Number
10.8 Director to intimate Director Identification Number
10.9 Company to inform Director Identification Number to Registrar
10.10 Obligation to indicate Director Identification Number
10.11 Punishment for contravention
10.12 Right of persons other than retiring directors to stand for directorship
10.13 Appointment of additional director, alternate director and nominee director
10.14 Appointment of directors to be voted individually
10.15 Principle of proportional representation for appointment of directors
10.16 Disqualifications for appointment of director
10.17 Number of directorships
10.18 Duties of directors
10.19 Vacation of office of director
10.20 Resignation of director
10.21 Removal of directors
10.22 Register of directors and key managerial personnel and their shareholding
10.23 Members’ right to inspect
10.24 Punishment

11. Meetings Of Board And Its Powers

11.1 Meetings of Board
11.2 Quorum for meetings of Board
11.3 Passing of resolution by circulation
11.4 Defects in appointment of directors not to invalidate actions taken
11.5 Audit committee
11.6 Nomination and remuneration committee and stakeholders relationship committee
11.7 Powers of Board
11.8 Restrictions on powers of Board
11.9 Company to contribute to bona fide and charitable funds, etc
11.10 Prohibitions and restrictions regarding political contributions
11.11 Power of Board and other persons to make contributions to national defence fund,
11.12 Disclosure of interest by director
11.13 Loan to directors, etc
11.14 Loan and investment by company
11.15 Investments of company to be held in its own name
11.16 Related party transactions
11.17 Register of contracts or arrangements in which directors are interested
11.18 Contract of employment with managing or whole-time directors
11.19 Payment to director
11.20 Restriction on non-cash transactions involving directors
11.21 Contract by One Person Company
11.22 Prohibition on forward dealings in securities
11.23 Prohibition on insider trading of securities

12. Appointment And Remuneration Of Managerial Personnel

12.1 Appointment of managing director, whole-time director or manager
12.2 Maximum managerial remuneration
12.3 Calculation of profits
12.4 Recovery of remuneration in certain cases
12.5 Central Government or company to fix limit with regard to remuneration
12.6 Forms of, and procedure in relation to, certain applications
12.7 Compensation for loss of office of managing or whole-time director or manager
12.8 Appointment of key managerial personnel
12.9 Secretarial audit for bigger companies
12.10 Functions of company secretary

13. Inspection, Inquiry And Investigation

13.1 Power to call for information, inspect books and conduct inquiries
13.2 Conduct of inspection and inquiry
13.3 Report on inspection made
13.4 Search and seizure
13.5 Investigation into affairs of company
13.6 Establishment of Serious Fraud Investigation Office
13.7 Investigation into affairs of company by Serious Fraud Investigation Office
13.8 Investigation into company’s affairs in other cases
13.9 Security for payment of costs and expenses of investigation
13.10 Firm, body corporate or association not to be appointed as inspector
13.11 Investigation of ownership of company
13.12 Procedure, powers, etc, of inspectors
13.13 Protection of employees during investigation
13.14 Power of inspector to conduct investigation into affairs of related companies, etc
13.15 Seizure of documents by inspector
13.16 Freezing of assets of company on inquiry and investigation
13.17 Imposition of restrictions upon securities
13.18 Inspector’s report
13.19 Actions to be taken in pursuance of inspector’s report
13.20 Expenses of investigation
13.21 Voluntary winding up of company, etc, not to stop investigation proceedings
13.22 Legal advisers and bankers not to disclose certain information
13.23 Investigation, etc, of foreign companies
13.24 Penalty for furnishing false statement, mutilation, destruction of documents

14. Compromises, Arrangements And Amalgamations

14.1 Power to compromise or make arrangements with creditors and members
14.2 Power of Tribunal to enforce compromise or arrangement
14.3 Merger and amalgamation of companies
14.4 Merger or amalgamation of certain companies
14.5 Merger or amalgamation of company with foreign company
14.6 Power to acquire shares of shareholders
14.7 Purchase of minority shareholding
14.8 Power of Central Government for amalgamation of companies in public interest
14.9 Registration of offer of schemes involving transfer of shares
14.10 Preservation of books and papers of amalgamated companies
14.11 Liability of officers

15. Prevention Of Oppression And Mismanagement

15.1 Application to Tribunal for relief in cases of oppression, etc
15.2 Powers of Tribunal
15.3 Consequence of termination or modification of certain agreements
15.4 Right to apply under section
15.5 Class action
15.6 Application of certain provisions to proceedings under section or section

16. Registered Valuers

16.1 Valuation by registered valuers

17. Removal Of Names Of Companies From The Register Of Companies

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

18. Revival And Rehabilitation Of Sick Companies

18.1 Determination of sickness
18.2 Application for revival and rehabilitation
18.3 Exclusion of certain time in computing period of limitation
18.4 Appointment of interim administrator
18.5 Committee of creditors
18.6 Order of Tribunal
18.7 Appointment of administrator
18.8 Powers and duties of company administrator
18.9 Scheme of revival and rehabilitation
18.10 Sanction of scheme
18.11 Scheme to be binding
18.12 Implementation of scheme
18.13 Winding up of company on report of company administrator
18.14 Power of Tribunal to assess damages against delinquent directors, etc
18.15 Punishment for certain offences
18.16 Bar of jurisdiction
18.17 Rehabilitation and Insolvency Fund

19. Winding Up

19.1 Modes of winding up
19.2 Winding up by the Tribunal
19.3 Circumstances in which company may be wound up by Tribunal
19.4 Petition for winding up
19.5 Powers of Tribunal
19.6 Directions for filing statement of affairs
19.7 Company Liquidators and their appointments
19.8 Removal and replacement of liquidator
19.9 Intimation to Company Liquidator, provisional liquidator and Registrar
19.10 Effect of winding up order
19.11 Stay of suits, etc, on winding up order
19.12 Jurisdiction of Tribunal
19.13 Submission of report by Company Liquidator
19.14 Directions of Tribunal on report of Company Liquidator
19.15 Custody of company’s properties
19.16 Promoters, directors, etc, to co-operate with Company Liquidator
19.17 Settlement of list of contributories and application of assets
19.18 Obligations of directors and managers
19.19 Advisory Committee
19.20 Submission of periodical reports to Tribunal
19.21 Power of Tribunal on application for stay of winding up
19.22 Powers and duties of Company Liquidator
19.23 Provision for professional assistance to Company Liquidator
19.24 Exercise and control of Company Liquidator’s powers
19.25 Books to be kept by Company Liquidator
19.26 Audit of Company Liquidator’s accounts
19.27 Payment of debts by contributory and extent of set-off
19.28 Power of Tribunal to make calls
19.29 Adjustment of rights of contributories
19.30 Power to order costs
19.31 Power to summon persons suspected of having property of company, etc
19.32 Power to order examination of promoters, directors, etc
19.33 Arrest of person trying to leave India or abscond
19.34 Dissolution of company by Tribunal
19.35 Appeals from orders made before commencement of Act

20. Voluntary winding up

20.1 Circumstances in which company may be wound up voluntarily
20.2 Declaration of solvency in case of proposal to wind up voluntarily
20.3 Meeting of creditors
20.4 Publication of resolution to wind up voluntarily
20.5 Commencement of voluntary winding up
20.6 Effect of voluntary winding up
20.7 Appointment of Company Liquidator
20.8 Power to remove and fill vacancy of Company Liquidator
20.9 Notice of appointment of Company Liquidator to be given to Registrar
20.10 Cesser of Board’s powers on appointment of Company Liquidator
20.11 Powers and duties of Company Liquidator in voluntary winding up
20.12 Appointment of committees
20.13 Company Liquidator to submit report on progress of winding up
20.14 Report of Company Liquidator to Tribunal for examination of persons
20.15 Final meeting and dissolution of company
20.16 Power of Company Liquidator
20.17 Distribution of property of company
20.18 Arrangement when binding on company and creditors
20.19 Power to apply to Tribunal to have questions determined, etc
20.20 Costs of voluntary winding up

21. Provisions applicable to every mode of winding up

21.1 Debts of all descriptions to be admitted to proof
21.2 Application of insolvency rules in winding up of insolvent companies
21.3 Overriding preferential payments
21.4 Preferential payments
21.5 Fraudulent preference
21.6 Transfers not in good faith to be void
21.7 Certain transfers to be void
21.8 Liabilities and rights of certain persons fraudulently preferred
21.9 Effect of floating charge
21.10 Disclaimer of onerous property
21.11 Transfers, etc, after commencement of winding up to be void
21.12 Certain attachments, executions, etc, in winding up by Tribunal to be void
21.13 Offences by officers of companies in liquidation
21.14 Penalty for frauds by officers
21.15 Liability where proper accounts not kept
21.16 Liability for fraudulent conduct of business
21.17 Power of Tribunal to assess damages against delinquent directors, etc
21.18 Liability under sections
21.19 Prosecution of delinquent officers and members of company
21.20 Company Liquidator to exercise certain powers subject to sanction
21.21 Statement that company is in liquidation
21.22 Books and papers of company to be evidence
21.23 Inspection of books and papers by creditors and contributories
21.24 Disposal of books and papers of company
21.25 Information as to pending liquidations
21.26 Official Liquidator to make payments into public account of India
21.27 Company Liquidator to deposit monies into scheduled bank
21.28 Liquidator not to deposit monies into private banking account
21.29 Company Liquidation Dividend and Undistributed Assets Account
21.30 Liquidator to make returns, etc
21.31 Meetings to ascertain wishes of creditors or contributories
21.32 Court, Tribunal or person, etc, before whom affidavit may be sworn
21.33 Powers of Tribunal to declare dissolution of company void
21.34 Commencement of winding up by Tribunal
21.35 Exclusion of certain time in computing period of limitation

22. Official liquidators

22.1 Appointment of Official Liquidator
22.2 Powers and functions of Official Liquidator
22.3 Summary procedure for liquidation
22.4 Sale of assets and recovery of debts due to company
22.5 Settlement of claims of creditors by Official Liquidator
22.6 Appeal by creditor
22.7 Order of dissolution of company

23. Companies authorized to register under this Act

23.1 Companies capable of being registered
23.2 Certificate of registration of existing companies
23.3 Vesting of property on registration
23.4 Saving of existing liabilities
23.5 Continuation of pending legal proceedings
23.6 Effect of registration under this Part
23.7 Power of Court to stay or restrain proceedings
23.8 Suits stayed on winding up order
23.9 Obligation of Companies registering under this Part

24. Winding up of unregistered companies

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

25. Companies Incorporated Outside India

25.1 Application of Act to foreign companies
25.2 Documents, etc, to be delivered to Registrar by foreign companies
25.3 Accounts of foreign company
25.4 Display of name, etc, of foreign company
25.5 Service on foreign company
25.6 Debentures, annual return, books of account and their inspection
25.7 Fee for registration of documents
25.8 Interpretation
25.9 Dating of prospectus and particulars to be contained therein
25.10 Provisions as to expert’s consent and allotment
25.11 Registration of prospectus
25.12 Offer of Indian Depository Receipts
25.13 Application of sections to and Chapter XX
25.14 Punishment for contravention
25.15 Company’s failure to comply

26. Government Companies

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

27. Registration Offices And Fees

27.1 Registration offices
27.2 Admissibility of certain documents as evidence
27.3 Filing of applications, documents, inspection, etc, in electronic form
27.4 Inspection, production and evidence of documents kept by Registrar
27.5 Electronic form to be exclusive, alternative or in addition to physical form
27.6 Provision of value added services through electronic form
27.7 Application of provisions of Information Technology Act,
27.8 Fee for filing, etc
27.9 Fees, etc, to be credited into public account

28. Companies To Furnish Information Or Statistics

28.1 Central Government power to furnish information or statistics by companies

29. Nidhis

29.1 Power to modify Act in its application to Nidhis

30. National Company Law Tribunal

30.1 Constitution of National Company Law Tribunal
30.2 Qualification of President and Members of Tribunal
30.3 Constitution of Appellate Tribunal
30.4 Qualifications of Chairperson and members of Appellate Tribunal
30.5 Selection of Members of Tribunal and Appellate Tribunal
30.6 Term of office of President, Chairperson and other Members
30.7 Salary, allowances and other terms and conditions of service of Members
30.8 Acting President and Chairperson of Tribunal or Appellate Tribunal
30.9 Resignation of Members
30.10 Removal of Members
30.11 Staff of Tribunal and Appellate Tribunal
30.12 Benches of Tribunal
30.13 Orders of Tribunal
30.14 Appeal from Orders of Tribunal
30.15 Expeditious disposal by Tribunal and Appellate Tribunal
30.16 Appeal to Supreme Court
30.17 Procedure before Tribunal and Appellate Tribunal
30.18 Power to punish for contempt
30.19 Delegation of powers
30.20 President, Members, officers, etc, to be public servants
30.21 Protection of action taken in good faith
30.22 Power to seek assistance of Chief Metropolitan Magistrate, etc
30.23 Civil court not to have jurisdiction
30.24 Vacancy in Tribunal or Appellate Tribunal not to invalidate acts or proceedings
30.25 Right to legal representation
30.26 Limitation
30.27 Transfer of certain pending proceedings

31. Special Courts

31.1 Establishment of Special Courts
31.2 Offences triable by Special Courts
31.3 Appeal and revision
31.4 Application of Code to proceedings before Special Court
31.5 Offences to be non-cognizable
31.6 Transitional provisions
31.7 Compounding of certain offences
31.8 Mediation and conciliation penal
31.9 Power of Central Government to appoint company prosecutors
31.10 Appeal against acquittal
31.11 Compensation for accusation without reasonable cause
31.12 Application of fines

32. Miscellaneous

32.1 Punishment for fraud
32.2 Punishment for false statements
32.3 Punishment for false evidence
32.4 Punishment where no specific penalty or punishment is provided
32.5 Punishment in case of repeated default
32.6 Punishment for wrongful withholding of property
32.7 Punishment for improper use of “Limited” or “Private Limited”
32.8 Adjudication of penalties
32.9 Dormant company
32.10 Protection of action taken in good faith
32.11 Non-disclosure of information in certain cases
32.12 Delegation by Central Government of its powers and functions
32.13 Powers of Central Government or Tribunal to accord approval
32.14 Condonation of delay in certain cases
32.15 Annual report by Central Government
32.16 Power to exempt class or classes of companies from provisions of this Act
32.17 Power of court to grant relief in certain cases
32.18 Prohibition of association or partnership of persons exceeding certain number
32.19 Repeal of certain enactments and savings
32.20 Dissolution of Company Law Board and consequential provisions
32.21 Power of Central Government to amend Schedules
32.22 Powers of Central Government to make rules relating to winding up
32.23 Power of Central Government to make rules
32.24 Power to remove difficulties