1 of 16. Notified Earlier Notified on March 26, 2013 Not Notified

Transcription

1 Section 1 - Short title, extent, commencement and application Section 2 - Definitions Clause (1) abridged prospectus Clause (2) accounting standards Clause (3) alter or alteration Clause (4) Appellate Tribunal Clause (5) articles Clause (6) associate company Clause (7) auditing standards Clause (8) authorised capital Clause (9) banking company Clause (10) Board of Directors Clause (11) body corporate Clause (12) book and paper Clause (13) books of account Clause (14) branch office Clause (15) called-up capital Clause (16) charge Clause (17) chartered accountant Clause (18) Chief Executive Officer Clause (19) Chief Financial Officer Clause (20) company Clause (21) company limited by guarantee Clause (22) company limited by shares Clause (23) Company Liquidator Clause (24) company secretary Clause (25) company secretary in practice Clause (26) contributory Clause (27) control Clause (28) cost accountant Clause (29) court Clause (30) debenture Clause (31) deposit Clause (32) depository Clause (33) derivative Clause (34) director Clause (35) dividend Clause (36) document Clause (37) employees stock option Clause (38) expert Clause (39) financial institution Clause (40) financial statement except sub-clause (iv) 1 of 16

2 Clause (41) financial year Clause (42) foreign company Clause (43) free reserves Clause (44) Global Depository Receipt Clause (45) Government company Clause (46) holding company Clause (47) independent director Clause (48) Indian Depository Receipt Clause (49) interested director Clause (50) issued capital Clause (51) key managerial personnel Clause (52) listed company Clause (53) manager Clause (54) managing director Clause (55) member Clause (56) memorandum Clause (57) net worth Clause (58) notification Clause (59) officer Clause (60) officer who is in default Clause (61) Official Liquidator Clause (62) One Person Company Clause (63)"ordinary or special resolution" Clause (64) paid-up share capital Clause (65) postal ballot Clause (66) prescribed Clause (67) previous company law Clause (68) private company Clause (69) promoter Clause (70) prospectus Clause (71) public company Clause (72) public financial institution Clause (73) recognised stock exchange Clause (74) register of companies Clause (75) related party Clause (76) Registrar Clause (77) relative Clause (78) remuneration Clause (79) Schedule Clause (80) scheduled bank Clause (81) securities Clause (82) Securities and Exchange Board except sub-clause (ix) 2 of 16

3 Clause (83) Serious Fraud Investigation Office Clause (84) share Clause (85) small company Clause (86) subscribed capital Clause (87) subsidiary company Clause (88) sweat equity shares Clause (89) total voting power Clause (90) Tribunal Clause (91) turnover Clause (92) unlimited company Clause (93) voting right Clause (94) whole-time director Clause (95) words and expressions used and not defined in this Act but defined in the Securities Contracts (Regulation) Act, 1956 or the Securities and Exchange Board of India Act, 1992 or the Depositories Act, 1996 shall have the meanings respectively assigned to them in those Acts Section 3 - Formation of company Section 4 - Memorandum Section 5 - Articles Section 6 - Act to override memorandum, articles, etc. except proviso Section 7 - Incorporation of company except sub-section (7) Section 8 - Formation of companies with charitable objects, etc. except sub-section (9) Section 9 - Effect of registration Section 10 - Effect of memorandum and articles Section 11 - Commencement of business, etc. Section 12 - Registered office of company Section 13 - Alteration of memorandum Section 14 - Alteration of articles except second proviso to sub-section (1) and sub-section (2) Section 15 - Alteration of memorandum or articles to be noted in every copy Section 16 - Rectification of name of company Section 17 - Copies of memorandum, articles, etc., to be given to members Section 18 - Conversion of companies already registered Section 19 - Subsidiary company not to hold shares in its holding company Section 20 - Service of documents Section 21 - Authentication of documents, proceedings and contracts Section 22 - Execution of bills of exchange, etc. Section 23 - Public offer and private placement Section 24 - Power of Securities and Exchange Board to regulate issue and transfer of securities, etc. Section 25 - Document containing offer of securities for sale to be deemed prospectus 3 of 16

4 Section 26 - Matters to be stated in prospectus Section 27 - Variation in terms of contract or objects in prospectus Section 28 - Offer of sale of shares by certain members of company Section 29 - Public offer of securities to be in dematerialised form Section 30 - Advertisement of prospectus Section 31 - Shelf prospectus Section 32 - Red herring prospectus Section 33 - Issue of application forms for securities Section 34 - Criminal liability for mis-statement in prospectus Section 35 - Civil liability for mis-statement in prospectus Section 36 - Punishment for fraudulently inducing persons to invest money Section 37 - Action by affected persons Section 38 - Punishment for personation for acquisition, etc., of securities Section 39 - Allotment of securities by company Section 40 - Securities to be dealt with in stock exchanges Section 41 - Global depository receipt Section 42 - Offer or invitation for subscription of securities on private placement Section 43 - Kinds of share capital Section 44 - Nature of shares or debentures Section 45 - Numbering of shares Section 46 - Certificate of shares Section 47 - Voting rights Section 48 - Variation of shareholders' rights Section 49 - Calls on shares of same class to be made on uniform basis Section 50 - Company to accept unpaid share capital, although not called up Section 51 - Payment of dividend in proportion to amount paid Section 52 - Application of premiums received on issue of shares Section 53 - Prohibition on issue of shares at discount Section 54 - Issue of sweat equity shares Section 55 - Issue and redemption of preference shares except sub-section (3) Section 56 - Transfer and transmission of securities Section 57 - Punishment for personation of shareholder Section 58 - Refusal of registration and appeal against refusal Section 59 - Rectification of register of members Section 60 - Publication of authorised, subscribed and paid-up capital Section 61 - Power of limited company to alter its share capital except proviso to clause (b) subsection (1) Section 62 - Further issue of share capital except sub-section (4) to (6) Section 63 - Issue of bonus shares Section 64 - Notice to be given to Registrar for alteration of share capital 4 of 16

5 Section 65 - Unlimited company to provide for reserve share capital on conversion into limited company Section 66 - Reduction of share capital Section 67 - Restrictions on purchase by company or giving of loans by it for purchase of its shares Section 68 - Power of company to purchase its own securities Section 69 - Transfer of certain sums to capital redemption reserve account Section 70 - Prohibition for buy-back in certain circumastances Section 71 - Debentures except subsection (9) to (11) Section 72 - Power to nominate Section 73 - Prohibition on acceptance of deposits from public Section 74 - Repayment of deposits, etc., accepted before commencement of this Act except sub-section (2) & (3) Section 75 - Damages for fraud Section 76 - Acceptance of deposits from public by certain companies Section 77 - Duty to register charges, etc. Section 78 - Application for registration of charge Section 79 - Section 77 to apply in certain matters Section 80 - Date of notice of charge Section 81 - Register of charges to be kept by Registrar Section 82 - Company to report satisfaction of charge Section 83 - Power of Registrar to make entries of satisfaction and release in absence of intimation from company Section 84 - Intimation of appointment of receiver or manager Section 85 - Company's register of charges Section 86 - Punishment for contravention Section 87 - Rectification by Central Government in register of charges Section 88 - Register of members, etc. Section 89 - Declaration in respect of beneficial interest in any share Section 90 - Investigation of beneficial ownership of shares in certain cases Section 91 - Power to close register of members or debenture Section 92 - Annual return Section 93 - Return to be filed with Registrar in case promoters' stake changes Section 94 - Place of keeping and inspection of registers, returns, etc. Section 95 - Registers, etc., to be evidence Section 96 - Annual general meeting Section 97 - Power of Tribunal to call annual general meeting Section 98 - Power of Tribunal to call meetings of members, etc. Section 99 - Punishment for default in complying with provisions of sections 96 to 98 Section Calling of extraordinary general meeting 5 of 16

6 Section Notice of meeting Section Statement to be annexed to notice Section Quorum for meetings Section Chairman of meetings Section Proxies Section Restriction on voting rights Section Voting by show of hands Section Voting through electronic means Section Demand for poll Section Postal ballot Section Circulation of members' resolution Section Representation of President and Governors in meetings Section Representation of corporations at meeting of companies and of creditors Section Ordinary and special resolutions Section Resolutions requiring special notice Section Resolutions passed at adjourned meeting Section Resolutions and agreements to be filed Section Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot Section Inspection of minute except subsection (4) Section Maintenance and inspection of documents in electronic form Section Report on annual general meeting Section Applicability of this Chapter to One Person Company Section Declaration of dividend Section Unpaid Dividend Account Section Investor Education and Protection Fund Section Right to dividend, rights shares and bonus shares to be held in abeyance pending registration of transfer of shares Section Punishment for failure to distribute dividends Section Books of account, etc., to be kept by company Section Financial statement Section Reopening of accounts on courts or tribunal order Section Voluntary revision of financial statements or Board's report Section Constitution of National Financial Reporting Authority Section Central Government to prescribe accounting standards Section Financial statement, Board's report, etc. Section Corporate Social Responsibility Section Right of member to copies of audited financial statement Section Copy of financial statement to be filed with Registrar Section Internal audit Section Appointment of auditors 6 of 16

7 Section Removal, resignation of auditor and giving of special notice Section Eligibility, qualifications and disqualifications of auditors Section Remuneration of auditors Section Powers and duties of auditors and auditing standards Section Auditor not to render certain services Section Auditor to sign audit reports, etc. Section Auditors to attend general meeting Section Punishment for contravention Section Central Government to specify audit of items of cost in respect of certain companies Section Company to have Board of Directors Section Manner of selection of independent directors and maintenance of databank of independent directors Section Appointment of director elected by small shareholders Section Appointment of directors Section Application for allotment of Director Identification Number Section Allotment of Director Identification Number except second proviso to sub-section (4) and sub-section (5) Section Prohibition to obtain more than one Director Identification Number Section Director to intimate Director Identification Number Section Company to inform Director Identification Number to Registrar Section Obligation to indicate Director Identification Number Section Punishment for contravention Section Right of persons other than retiring directors to stand for directorship Section Appointment of additional director, alternate director and nominee director Section Appointment of directors to be voted individually Section Option to adopt principle of proportional representation for appointment of directors Section Disqualifications for appointment of director Section Number of directorships Section Duties of directors Section Vacation of office of director Section Resignation of director Section Removal of directors except sub-section (4) Section Register of directors and key managerial personnel and their shareholding Section Members' right to inspect Section Punishment Section Meetings of Board Section Quorum for meetings of Board 7 of 16

8 Section Passing of resolution by circulation Section Defects in appointment of directors not to invalidate actions taken Section Audit Committee Section Nomination and Remuneration Committee and Stakeholders Relationship Committee Section Powers of Board Section Restrictions on powers of Board Section Company to contribute to bona fide and charitable funds, etc. Section Prohibitions and restrictions regarding political contributions Section Power of Board and other persons to make contributions to national defence fund, etc. Section Disclosure of interest by director Section Loan to directors, etc. Section Loan and investment by company Section Investments of company to be held in its own name Section Related party transactions Section Register of contracts or arrangements in which directors are interested Section Contract of employment with managing or whole Section Payment to director for loss of office, etc., in connection with transfer of undertaking, property or shares Section Restriction on non cash transaction involving directors Section Contract by One Person Company Section Prohibition on forward dealings in securities of company by director or key managerial personnel Section Prohibition on insider trading of securities Section Appointment of managing director, whole time director or manager Section Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits Section Calculation of profits Section Recovery of remuneration in certain cases Section Central Government or company to fix limit with regard to remuneration Section Forms of, and procedure in relation to, certain applications Section Compensation for loss of office of managing or whole-time director or Manager Section Appointment of key managerial personnel Section Secretarial audit for bigger companies Section Functions of company secretary Section Power to call for information, inspect books and conduct inquiries Section Conduct of inspection and inquiry 8 of 16

9 Section Report on inspection made Section Search and seizure Section Investigation into affairs of company Section Establishment of Serious Fraud Investigation Office Section Investigation into affairs of Company by Serious Fraud Investigation Office Section Investigation into company's affairs in other cases Section Security for payment of costs and expenses of investigation except refrences of sub-section (10) of section 66, sub-section (5) of section 140, section 213, sub-section (1) of section 251 & sub-section (3) of section 339 made in seb-section (6) & also sub-section (8) to (10) Section Firm, body corporate or association not to be appointed as inspector Section Investigation of ownership of company except subsection (2) Section Procedure, powers, etc., of inspectors Section Protection of employees during investigation Section Power of inspector to conduct investigation into affairs of related companies, etc. Section Seizure of documents by inspector Section Freezing of assets of company on inquiry and investigation Section Imposition of restrictions upon securities Section Inspector's report Section Actions to be taken in pursuance of inspector's report except sub-section 2&5 Section Expenses of investigation Section Voluntary winding up of company, etc., not to stop investigation proceedings Section Legal advisers and bankers not to disclose certain information Section Investigation, etc., of foreign companies Section Penalty for furnishing false statement, mutilation, destruction of documents Section Power to compromise or make arrangements with creditors and members Section Power of Tribunal to enforce compromise or arrangement Section Merger and amalgamation of companies Section Merger or amalgamation of certain companies Section Merger or amalgamation of company with foreign company Section Power to acquire shares of shareholders dissenting from scheme or contract approved by majority Section Purchase of minority shareholding Section Power of Central Government to provide for amalgamation of companies in public interest Section Registration of offer of schemes involving transfer of shares 9 of 16

10 Section Preservation of books and papers of amalgamated companies Section Liability of officers in respect of offences committed prior to merger, amalgamation, etc. Section Application to Tribunal for relief in cases of oppression, etc. Section Powers of Tribunal Section Consequence of termination or modification of certain agreements Section Right to apply under section 241 Section Class action Section Application of certain provisions to proceedings under section 241 or section 245 Section Valuation by registered valuers Section Power of Registrar to remove name of company from register of companies Section Restrictions on making application under section 248 in certain situations Section Effect of company notified as dissolved Section Fraudulent application for removal of name Section Appeal to Tribunal Section Determination of sickness Section Application for revival and rehabilitation Section Exclusion of certain time in computing period of limitation Section Appointment of interim administrator Section Committee of creditors Section Order of Tribunal Section Appointment of administrator Section Powers and duties of company administrator Section Scheme of revival and rehabilitation Section Sanction of scheme Section Scheme to be binding Section Implementation of scheme Section Winding up of company on report of company administrator Section Power of Tribunal to assess damages against delinquent directors, etc. Section Punishment for certain offences Section Bar of jurisdiction Section Rehabilitation and Insolvency Fund Section Modes of winding up Section Circumstances in which company may be wound up by Tribunal Section Petition for winding up Section Powers of Tribunal Section Directions for filing statement of affairs 10 of 16

11 Section Company Liquidators and their appointments Section Removal and replacement of liquidator Section Intimation to Company Liquidator, provisional liquidator and Registrar Section Effect of winding up order Section Stay of suits, etc., on winding up order Section Jurisdiction of Tribunal Section Submission of report by Company Liquidator Section Directions of Tribunal on report of Company Liquidator Section Custody of company's properties Section Promoters, directors, etc., to cooperate with Company Liquidator Section Settlement of list of contributories and application of assets Section Obligations of directors and managers Section Advisory committee Section Submission of periodical reports to Tribunal Section Power of Tribunal on application for stay of winding up Section Powers and duties of Company Liquidator Section Provision for professional assistance to Company Liquidator Section Exercise and control of Company Liquidator's powers Section Books to be kept by Company Liquidator Section Audit of Company Liquidator's accounts Section Payment of debts by contributory and extent of set Section Power of Tribunal to make calls Section Adjustment of rights of contributories Section Power to order costs Section Power to summon persons suspected of having property of company, etc. Section Power to order examination of promoters, directors, etc. Section Arrest of person trying to leave India or abscond Section Dissolution of company by Tribunal Section Appeals from orders made before commencement of Act Section Circumstances in which company may be wound up voluntarily Section Declaration of solvency in case of proposal to wind up voluntarily Section Meeting of creditors Section Publication of resolution to wind up voluntarily Section Commencement of voluntary winding up Section Effect of voluntary winding up Section Appointment of Company Liquidator Section Power to remove and fill vacancy of Company Liquidator 11 of 16

12 Section Notice of appointment of Company Liquidator to be given to Registrar Section Cesser of Board's powers on appointment of Company Liquidator Section Powers and duties of Company Liquidator in voluntary winding up Section Appointment of committees Section Company Liquidator to submit report on progress of winding up Section Report of Company Liquidator to Tribunal for examination of persons Section Final meeting and dissolution of company Section Power of Company Liquidator to accept shares, etc., as consideration for sale of property of company Section Distribution of property of company Section Arrangement when binding on company and creditors Section Power to apply to Tribunal to have questions determined, etc. Section Costs of voluntary winding up Section Debts of all descriptions to be admitted to proof Section Application of insolvency rules in winding up of insolvent companies Section Overriding preferential payments Section Preferential payments Section Fraudulent preference Section Transfers not in good faith to be void Section Certain transfers to be void Section Liabilities and rights of certain persons fraudulently preferred Section Effect of floating charge Section Disclaimer of onerous property Section Transfers, etc., after commencement of winding up to be void Section Certain attachments, executions, etc., in winding up by Tribunal to be void Section Offences by officers of companies in liquidation Section Penalty for frauds by officers Section Liability where proper accounts not kept Section Liability for fraudulent conduct of business Section Power of Tribunal to assess damages against delinquent directors, etc. Section Liability under sections 339 and 340 to extend to partners or directors in firms or companies Section Prosecution of delinquent officers and members of company Section Company Liquidator to exercise certain powers subject to sanction Section Statement that company is in liquidation 12 of 16

13 Section Books and papers of company to be evidence Section Inspection of books and papers by creditors and contributories Section Disposal of books and papers of company Section Information as to pending liquidations Section Official Liquidator to make payments into public account of India Section Company Liquidator to deposit monies into scheduled bank Section Liquidator not to deposit monies into private banking account Section Company Liquidation Dividend and Undistributed Assets Account Section Liquidator to make returns, etc. Section Meetings to ascertain wishes of creditors or contributories Section Court, tribunal or person, etc., before whom affidavit may be sworn Section Powers of Tribunal to declare dissolution of company void Section Commencement of winding up by Tribunal Section Exclusion of certain time in computing period of limitation Section Appointment of Official Liquidator Section Powers and functions of Official Liquidator Section Summary procedure for liquidation Section Sale of assets and recovery of debts due to company Section Settlement of claims of creditors by Official Liquidator Section Appeal by creditor Section Order of dissolution of company Section Companies capable of being registered Section Certificate of registration of existing companies Section Vesting of property on registration Section Saving of existing liabilities Section Continuation of pending legal proceedings Section Effect of registration under this Part Section Power of Court to stay or restrain proceedings Section Suits stayed on winding up order Section Obligations of companies registering under this Part Section Winding up of unregistered companies Section Power to wind up foreign companies, although dissolved Section Provisions of Chapter cumulative Section Saving and construction of enactments conferring power to wind up partnership firm, association or company, etc., in certain cases Section Application of Act to foreign companies except the proviso Section Documents, etc., to be delivered to Registrar by foreign companies 13 of 16

14 Section Accounts of foreign company Section Display of name, etc., of foreign company Section Service on foreign company Section Debentures, annual return, registration of charges, books of account and their inspection Section Fee for registration of documents Section Interpretation Section Dating of prospectus and particulars to be contained therein Section Provisions as to expert's consent and allotment Section Registration of prospectus Section Offer of Indian Depository Receipts Notified Earlier Section Application of sections 34 to 36 and Chapter XX except sub-section (2) Section Punishment for contravention Section Company's failure to comply with provisions of this Chapter not to affect validity of contracts, etc. Section Annual reports on Government companies Section Annual reports where one or more State Governments are members of companies Section Registration offices Section Admissibility of certain documents as evidence Section Provisions relating to filing of applications, documents, inspection, etc., in electronic form Section Inspection, production and evidence of documents kept by Registrar Section Electronic form to be exclusive, alternative or in addition to physical form Section Provision of value added services through electronic form Section Application of provisions of Information Technology Act, 2000 Section Fee for filing, etc. Section Fees, etc., to be credited into public account Section Power of Central Government to direct companies to furnish information or statistics Section Power to modify Act in its application to Nidhis Section Definitions Section Constitution of National Company Law Tribunal Section Qualification of President and Members of Tribunal Section Constitution of Appellate Tribunal Section Qualifications of chair Section Selection of Members of Tribunal and Appellate Tribunal Section Term of office of President, chairperson and other Members Section Salary, allowances and other terms and conditions of service of Members except refrence of word Tribunal in sub-section (2) 14 of 16

15 Section Acting President and Chairperson of Tribunal or Appellate Tribunal Section Resignation of Members Section Removal of Members Section Staff of Tribunal and Appellate Tribunal Section Benches of Tribunal Section Orders of Tribunal Section Appeal from orders of Tribunal Section Expeditious disposal by Tribunal and Appellate Tribunal Section Appeal to Supreme Court Section Procedure before Tribunal and Appellate Tribunal Section Power to punish for contempt Section Delegation of powers Section President, Members, officers, etc., to be public servants Section Protection of action taken in good faith Section Power to seek assistance of Chief Metropolitan Magistrate, etc. Section Civil court not to have jurisdiction Section Vacancy in Tribunal or Appellate Tribunal not to invalidate acts or proceedings Section Right to legal representation Section Limitation Section Transfer of certain pending proceedings Section Establishment of Special Courts Section Offences triable by Special Courts Section Appeal and revision Section Application of Code to proceedings before Special Court Section Offences to be non Section Transitional provisions Section Compounding of certain offences Section Mediation and Conciliation Panel Section Power of Central Government to appoint company prosecutors Section Appeal against acquittal Section Compensation for accusation without reasonable cause Section Application of fines Section Punishment for fraud Section Punishment for false statement Section Punishment for false evidence Section Punishment where no specific penalty or punishment is provided Section Punishment in case of repeated default Section Punishment for wrongful withholding of property 15 of 16

16 Section Punishment for improper use of "Limited" or "Private Limited" Section Adjudication of penalties Section Dormant company Section Protection of action taken in good faith Section Non disclosure of information in certain cases Section Delegation by Central Government of its powers and functions Section Powers of Central Government or Tribunal to accord approval, etc., subject to conditions and to prescribe fees on applications Section Condonation of delay in certain cases Section Annual report by Central Government Section Power to exempt class or classes of companies from provisions of this Act Section Power of court to grant relief in certain cases Section Prohibition of association or partnership of persons exceeding certain number Section Repeal of certain enactments and savings Section Dissolution of Company Law Board and consequential provisions Section Power of Central Government to amend Schedules Section Powers of Central Government to make rules relating to winding up Section Power of Central Government to make rules Section Power to remove difficulties Schedule-I Schedule-II Schedule-III Schedule-IV Schedule-V Schedule-VI Schedule -VII 16 of 16