Bare Acts - IPCC / PCC - Corporate Law - Students

The Companies Act, 1956

CONTENTS

Sections	Particulars
	Preamble

Part I	Preliminary

1	Short title, commencement and extent.
2	Definitions.
2A	Interpretation of certain words and expressions.
3	Definitions of "company", "existing company", "private company" and "public company".
4	Meaning of "holding company" and "subsidiary".
4A	Public Financial Institutions.
5	Meaning of "officer who is in default".
6	Meaning of "relative".
7	Interpretation of "person in accordance with whose directions or instructions directors are accustomed to act".
8	Power of Central Government to declare an establishment not to be a branch office.
9	Act to override memorandum, articles, etc.
10	Jurisdiction of Courts.
10A	Omitted.
10B	Omitted.
10C	Omitted.
10D	Omitted.

Part I-A	Board of Company Law administration.
10E	Constitution of Board of Company Law Administration.
10F	Appeals against the orders of the Company Law Board.
10FA	Dissolution of Company Law Board.
10FB	Constitution of National Company Law Tribunal
10FC	Composition of Tribunal
10FD	Qualifications for appointment of President and Members.
10FE	Term of office of President and Members.
10FF	Financial and administrative powers of Member Administration.
10FG	Salary, allowances and other terms and conditions of service of President and other Members.
10FH	Vacancy in Tribunal.
10FI	Resignation of President and Member.
10FJ	Removal and suspension of President or Member.
10FK	Officers and employees of Tribunal
10FL	Benches of Tribunal.
10FM	Order of Tribunal.
10FN	Power to review.
10FO	Delegation of powers.
10FP	Power to seek assistance of Chief Metropolitan Magistrate and District Magistrate.
10FQ	Appeal from order of Tribunal.
10FR	Constitution of Appellate Tribunal.
10FS	Vacancy in Appellate Tribunal, etc.
10FT	Term of office of Chairperson and Members.
10FU	Resignation of Chairperson and Members.
10FV	Removal and suspension of Chairperson and Members of Appellate Tribunal.
10FW	Salary, allowances and other terms and conditions of service of Chairperson and Members.
10FX	Selection Committee.
10FY	Chairperson, etc., to be public servants.
10FZ	Protection of action taken in good faith.
10FZA	Procedure and powers of Tribunal and Appellate Tribunal.
10G	Power to punish for contempt.
10GA	Staff of Appellate. Tribunal.
10GB	Civil court not to have jurisdiction.
10GC	Vacancy in Tribunal or Appellate Tribunal not to invalidate acts or proceedings.
10GD	Right to legal representation.
10GE	Limitation.
10GF	Appeal to Supreme Court.

Part II	Incorporation of Company and Matters Incidental thereto.

11	Prohibition of associations and partnerships exceeding certain number.
12	Mode of forming incorporated company.
13	Requirements with respect to memorandum.
14	Form of memorandum.
15	Printing and signature of memorandum.
15A	Special provision as to alteration of memorandum consequent on alteration of name of State of Madras.
15B	Special provision as to alteration of memorandum consequent on alteration of name of State of Mysore.
16	Alteration of memorandum.
17	Special resolution and confirmation by [Company Law Board] required for alteration of memorandum.
17A	Change of registered office within a State
18	Alteration to be registered within three months.
19	Effect of failure to register.
20	Companies not to be registered with undesirable names.
21	Change of name by company.
22	Rectification of name of company.
23	Registration of change of name and effect thereof.
24	Change of name of existing private limited companies.
25	Power to dispense with "Limited" in name of charitable or other company.
26	Articles prescribing regulations.
27	Regulations required in case of unlimited company, company limited by guarantee or private company limited by shares.
28	Adoption and application of Table A in the case of companies limited by shares.
29	Form of articles in the case of other companies.
30	Form and signature of articles.
31	Alteration of articles by special resolution.
32	Registration of unlimited company as limited, etc.
33	Registration of memorandum and articles.
34	Effect of registration.
35	Conclusiveness of certificate of incorporation.
36	Effect of memorandum and articles.
37	Provision as to companies limited by guarantee.
38	Effect of alteration in memorandum or articles.
39	Copies of memorandum and articles, etc., to be given to members.
40	Alteration of memorandum or articles, etc., to be noted in every copy.
41	Definition of "member".
42	Membership of holding company.
43	Consequences of default in complying with conditions constituting a company a private company.
43A	Private company to become public company in certain cases.
44	Prospectus or statement in lieu of prospectus to be filed by private company on ceasing to be private company.
45	Members severally liable for debts where business carried on with fewer than seven, or in the case of a private company, two members.
46	Form of contracts.
47	Bills of exchange and promissory notes.
48	Execution of deeds.
49	Investments of company to be held in its own name.
50	Power for company to have official seal for use outside India.
51	Service of documents on company.
52	Service of documents on Registrar.
53	Service of documents on members by company.
54	Authentication of documents and Proceedings.

Part III	Prospectus and Allotment, and other matters relating to issue of shares or debentures.

55	Dating of prospectus.
55A	Powers of Securities and Exchange Board of India
56	Matters to be stated and reports to be set out in prospectus.
57	Expert to be unconnected with formation or management of company.
58	Expert's consent to issue of prospectus containing statement by him.
58A	Deposits not to be invited without issuing an advertisement.
58AA	Small depositors
58AAA	Default in acceptance or refund of deposits to be cognizable
58B	Provisions relating to prospectus to apply to advertisement.
59	Penalty and interpretation.
60	Registration of prospectus.
60A	Filing of Shelf prospectus.
60B	Information memorandum
61	Terms of contract mentioned in prospectus or statement in lieu of prospectus, not to be varied.
62	Civil liability for misstatements in prospectus.
63	Criminal liability for misstatements in prospectus.
64	Document containing offer of shares or debentures for sale to be deemed prospectus.
65	Interpretation of provisions relating to prospectuses.
66	Newspaper advertisement of prospectus.
67	Construction of references to offering shares or debentures to the public, etc.
68	Penalty for fraudulently inducing persons to invest money.
68A	Personation for acquisition, etc., of shares.
69	Prohibition of allotment unless minimum subscripttion received.
70	Prohibition of allotment in certain cases unless statement in lieu of prospectus delivered to Registrar.
71	Effect of irregular allotment.
72	Application for, and allotment of, shares and debentures.
73	Allotment of shares and debentures to be dealt in on stock exchange.
74	Manner of reckoning fifth, eighth and tenth days in sections 72 and 73.
75	Return as to allotments.
76	Power to pay certain commissions and prohibition of payment of all other commissions, discounts, etc.
77	Restrictions on purchase by company, or loans by company for purchase, of its own or its holding company's shares.
77A	Power of company to purchase its own securities
77AA	Transfer of certain sums to capital redemption reserve account
77B	Prohibition for buy-back in certain circumstances.
78	Application of premiums received on issue of shares.
79	Power to issue shares at a discount.
79A	Issue of sweat equity shares
80	Power to issue redeemable preference shares.
80A	Redemption of irredeemable preference share, etc.
81	Further issue of capital.

Part IV	Share Capital and Debentures

82	Nature of shares.
83	Numbering of shares [Omitted w.e.f. 20-9-1995]
84	Certificate of shares.
85	Two kinds of share capital.
86	New issues of share capital to be only of two kinds.
87	Voting rights.
88	Prohibition of issue of shares with disproportionate rights.
89	Termination of disproportionately excessive voting rights in existing companies.
90	Savings.
91	Calls on shares of same class to be made on uniform basis.
92	Power of company to accept unpaid share capital, although not called up.
93	Payment of dividend in proportion to amount paid-up.
94	Power of limited company to alter its share capital.
94A	Share capital to stand increased where an order is made under section 81(4).
95	Notice to Registrar of consolidation of share capital, conversion of shares into stock, etc.
96	Effect of conversion of shares into stock.
97	Notice of increase of share capital or of members.
98	Power of unlimited company to provide for reserve share capital on re-registration.
99	Reserve liability of limited company.
100	Special resolution for reduction of share capital.
101	Application to Court for confirming order, objections by creditors and settlement of list of objecting creditors.
102	Order confirming reduction and powers of Court on making such order.
103	Registration of order and minute of reduction.
104	Liability of members in respect of reduced shares.
105	Penalty for concealing name of creditor, etc.
106	Alteration of rights of holders of special classes of shares.
107	Rights of dissentient shareholders.
108	Transfer not to be registered except on production of instrument of transfer.
108A	Restriction on acquisition of certain shares.
108B	Restriction on transfer of shares.
108C	Restriction on the transfer of shares of foreign companies.
108D	Power of Central Government to direct companies not to give effect to the transfer.
108E	Time within which refusal to be communicated.
108F	Nothing in sections 108A to 108D to apply to Government companies, etc.
108G	Applicability of the provisions of sections 108A to 108F.
108H	Construction of certain expressions used in sections 108A to 108G.
108I	Penalty for acquisition or transfer of share in contravention of sections 108A to 108D.
109	Transfer by legal representative.
109A	Nomination of shares
109B	Transmission of shares
110	Application for transfer.
111	Power to refuse registration and appeal against refusal.
111A	Rectification of register on transfer.
112	Certification of transfers.
113	Limitation of time for issue of certificates.
114	Issue and effect of share warrants to bearer.
115	Share warrants and entries in register of members.
116	Penalty for personation of shareholder.
117	Debentures with voting rights not to be issued hereafter.
117A	Debenture trust deed
117B	Appointment of debenture trustees and duties of debenture trustees
117C	Liability of company to create security and debenture redemption reserve
118	Right to obtain copies of and inspect trust deed.
119	Liability of trustees for debenture-holders.
120	Perpetual debentures.
121	Power to re-issue redeemed debentures in certain cases.
122	Specific performance of contract to subscribe for debentures.
123	Payments of certain debts out of assets subjects to floating charge in priority to claims under the charge.

CONTENTS

Sections	Particulars
Part V	Registration of Charges.

124	"Charge" to include mortgage in this Part.
125	Certain charges to be void against liquidator or creditors unless registered.
126	Date of notice of charge.
127	Registration of charges on properties acquired subject to charge.
128	Particulars in case of series o debentures entitling holders pari passu.
129	Particulars in case of commission, etc., on debentures.
130	Register of charges to be kept by Registrar.
131	Index to register of charges.
132	Certificate of registration.
133	Endorsement of certificate of registration on debenture or certificate of debenture stock.
134	Duty of company as regards registration and right of interested party.
135	Provisions of Part to apply to modification of charges.
136	Copy of instrument creating charge to be kept by company at registered office.
137	Entry in register of charges of appointment of receiver or manager.
138	Company to report satisfaction and procedure thereafter.
139	Power of Registrar to make entries of satisfaction and release in absence of intimation from company.
140	Copy of memorandum of satisfaction to be furnished to company.
141	Rectification by Company Law Board of register of charges.
142	Penalties.
143	Company's register of charges.
144	Right to inspect copies of instruments creating charges and company's register of charges.
145	Application of Part of charges requiring registration under it but not under previous law.

Part VI	Management and Administration

Chapter I	General Provisions.

146	Registered office of company.
147	Publication of name by company.
148	Publication of authorised as well as subscribed and paid-up capital.
149	Restrictions on commencement of business.
150	Register of members.
151	Index of members.
152	Register and index of debenture-holders.
152A	Register and index of beneficial owners.
153	Trusts not to be entered on register.
153A	Appointment of public trustee.
153B	Declaration as to shares and debentures held in trust.
154	Power to close register of members or debenture-holders.
155	Omitted.
156	Omitted.
157	Power for company to keep foreign register of members or debenture-holders.
158	Provisions as to foreign registers.
159	Annual return to be made by company having a share capital.
160	Annual return to be made by company not having a share capital.
161	Further provisions regarding annual return and certificate to be annexed thereto.
162	Penalty and interpretation.
163	Place of keeping, and inspection of , registers and returns.
164	Registers etc., to be evidence.
165	Statutory meeting and statutory report of company.
166	Annual general meeting.
167	Power of Company Law Board to call annual general meeting.
168	Penalty for default in complying with section 166 or 167.
169	Calling of extraordinary general meeting on requisition.
170	Sections 171 to 186 to apply to meetings.
171	Length of notice for calling meeting.
172	Contents and manner or service of notice and persons on whom it is to be served.
173	Explanatory statement to be annexed to notice.
174	Quorum for meeting.
175	Chairman of meeting.
176	Proxies.
177	Voting to be by show of hands in first instance.
178	Chairman's declaration of result of voting by show of hands to be conclusive.
179	Demand for poll.
180	Time of taking poll.
181	Restriction on exercise of voting right of members who have not paid calls, etc.
182	Restrictions on exercise of voting right in other cases to be void.
183	Right of member to use his votes differently.
184	Scrutineers at poll.
185	Manner of taking poll and result thereof.
186	Power of Company Law Board to order meeting to be called.
187	Representation of corporations at meetings of companies and of creditors.
187A	Representation of the President and Governors in meetings of companies of which they are members.
187B	Exercise of voting rights in respect of shares held in trust.
187C	Declaration by persons not holding beneficial interest in any share.
187D	Investigation of beneficial ownership of shares in certain cases.
188	Circulation of members' resolutions.
189	Ordinary and special resolutions.
190	Resolutions requiring special notice.
191	Resolutions passed at adjourned meetings.
192	Registration of certain resolutions and agreements.
192A	Passing of resolutions by postal ballot
193	Minutes of proceedings of general meetings and of Board and other meetings.
194	Minutes to be evidence.
195	Presumptions to be drawn where minutes duly drawn and signed.
196	Inspection of minute books of general meetings.
197	Publication of reports of proceedings of general meetings.
197A	Company not to appoint or employ certain different categories of managerial personnel at the same time
198	Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits.
199	Calculation of commission, etc. in certain cases.
200	Prohibition of tax-fee payments.
201	Avoidance of provisions relieving liability of officers and auditors of company.
202	Undercharged insolvent not to manage companies.
203	Power to restrain fraudulent persons from managing companies.
204	Restriction on appointment of firm or body corporate to office or place of profit under a company.
204A	Restrictions on the appointment of former managing agents or secretaries and treasurers to any office.
205	Dividend to be paid only out of profits.
205A	Unpaid dividend to be transferred to special dividend account.
205B	Payment of unpaid or unclaimed dividend.
205C	Establishment of Investor Education and Protection Fund
206	Dividend not to be paid except to registered shareholders or to their order ro to their bankers.
206A	Right to dividend, rights shares and bonus shares to be held in abeyance pending registration of transfer of shares.
207	Penalty for failure to distribute dividends within forth-two days.
208	Power of company to pay interest out of capital in certain cases.
209	Books of account to be kept by company.
209A	Inspection of books of account, etc., of companies.
210	Annual accounts and balance-sheet.
210A	Constitution of National Advisory Committee on Accounting Standards
211	Form and contents of balance-sheet and profit and loss account.
212	Balance-sheet of holding company to include certain particulars as to its subsidiaries.
213	Financial year of holding company and subsidiary.
214	Rights of holding company's representatives and members.
215	Authentication of balance-sheet and profit and loss account.
216	Profit and loss account to be annexed and auditor's report to be attached to balance-sheet.
217	Board's report.
218	Penalty for improper issue, circulation or publication of balance-sheet or profit and loss account.
219	Right of member to copies of balance-sheet and auditors' report.
220	Three copies of balance-sheet, etc., to be filed with Registrar.
221	Duty of officer to make disclosure of payments, etc.
222	Construction of references to documents annexed to accounts.
223	Certain companies to publish statement in the Form in Table F in Schedule I.
224	Appointment and remuneration of auditors.
224A	Auditor not to be appointed except with the approval of the company by special resolution in certain cases.
225	Provisions as to resolutions for appointing or removing auditors.
226	Qualifications and disqualifications of auditors.
227	Powers and duties of auditors.
228	Audit of accounts of branch office of company.
229	Signature of audit report, etc.
230	Reading and inspection of auditor's report.
231	Right of auditor to attend general meeting.
232	Penalty for non-compliance by auditor with sections 225 and 231.
233	Penalty for non-compliance by auditor with sections 227 and 229.
233A	Power of Central Government to direct special audit in certain cases.
233B	Audit of cost accounts in certain cases.
234	Power of Registrar to call for information or explanation.
234A	Seiqure of documents by Registrar.
235	Investigation of the affairs of a company.
236	Application by members to be supported by evidence and power to call for security.
237	Investigation of company's affairs in other cases.
238	Firm, body corporate or association not to be appointed as inspector.
239	Power of inspectors to carry investigation into affairs of related companies.
240	Production of documents and evidence.
240A	Seizure of documents by inspector.
241	Inspector's report.
242	Prosecution.
243	Application for winding up of company or an order under section 397 or 398.
244	Proceedings for recovery of damages or property.
245	Expenses of investigation.
246	Inspector's report to be evidence.
247	Investigation of ownership of company.
248	Information regarding persons having an interest in company.
249	Investigation of associate ship with managing agent, etc.
250	Imposition of restrictions upon shares and debentures and prohibition of transfer of shares or debentures in certain cases.
250A	Voluntary winding up of company, etc. not to stop investigation proceedings.
251	Saving for legal advisers and bankers.

CONTENTS

Sections		Particulars
Chapter II		Directors

252		Minimum number of directors.
253		Only individuals to be directors.
254		Subscribers of memorandum deemed to be directors.
255		Appointment of directors and proportion of those who are to retire by rotation.
256		Ascertainment of directors retiring by rotation and filling of vacancies.
257		Right of persons other than retiring directors to stand for directorship.
258		Right of company to increase or reduce the number of directors.
259		Increase in number of directors to require Government sanction.
260		Additional directors.
261		Certain persons not to be appointed directors, except by special resolution.
262		Filling of casual vacancies among directors.
263		Appointment of directors to be voted on individually.
263A		Sections 177, 255, 256 and 263 not to apply in relation to companies not carrying on business for profit, etc.
264		Consent of candidate for directorship to be filed with the company and consent to act as director to be filed with the Registrar.
265		Option to company to adopt proportional representation for the appointment of directors.
266		Restrictions on appointment or advertisement of director.
267		Certain persons not to be appointed managing directors.
268		Amendment of provision relating to managing, whole time or non-rotational directors to require Government approval.
269		Appointment of managing or whole-time director or manager to require Government approval only in certain cases.
270		Time within which share qualification is to be obtained and maximum amount thereof.
271		Repealed.
272		Penalty.
273		Saving
274		Disqualifications of directors.
275		No person to be a director of more than twenty companies.
276		Choice to be made by director of more than twenty companies at commencement of Act.
277		Choice by person becoming director of more than twenty companies after commencement of Act.
278		Exclusion of certain directorships for the purposes of sections 275, 276 and 277.
279		Penalty.
280		Repealed.
281		Repealed.
282		Repealed.
283		Vacation of office by directors.
284		Removal of directors.
285		Board to meet at least once in every three calendar months.
286		Notice of meetings.
287		Quorum for meetings.
288		Procedure where meeting adjourned for want of quorum.
289		Passing of resolutions by circulation.
290		Validity of acts of directors.
291		General powers of Board.
292		Certain powers to be exercised by Board only at meeting.
292A		Audit Committee
293		Restrictions on powers of Board.
293A		Prohibitions and restrictions regarding political contributions.
293B		Power of Board and other persons to make contributions to the National Defence Fund, etc.
294		Appointment of sole selling agents to require approval of company in general meeting.
294A		Prohibition of payment of compensation to sole selling agents for loss of office in certain cases.
294AA		Power of Central Government to prohibit the appointment of sole selling agents in certain cases.
295		Loans to directors, etc.
296		Application of section 295 to book debts in certain cases.
297		Board's sanction to be required for certain contracts in which particular directors are interested.
298		Power of directors to carry on business when managing agent or secretaries and treasurers are deemed to have vacated office, etc.
299		Disclosure of interests by director.
300		Interested director not to participate or vote in Board's proceedings.
301		Register of contracts, companies and firms in which directors are interested.
302		Disclosure to members of director's interest in contract appointing manager, managing director.
303		Register of directors.
304		Inspection of the register.
305		Duty of directors, etc., to make disclosure.
306		Register to be kept by Registrar and inspection thereof.
307		Register of directors' shareholdings, etc.
308		Duty of directors and persons deemed to be directors to make disclosure of shareholdings.
309		Remuneration of directors.
310		Provision for increase in remuneration to require Government sanction.
311		Increase in remuneration of managing director on reappointment or appointment after Act to require Government sanction.
312		Prohibition of assignment of office by director.
313		Appointment and term of office of alternate directors.
314		Director, etc., not to hold office or place of profit.
315		Omitted.
316		Number of companies of which one person may be appointed managing director.
317		Managing Director not to be appointed for more than five years at a time.
318		Compensation for loss of office not permissible except to managing or whole-time directors or to directors who are managers.
319		Payment to director, etc., for loss of office, etc., in connection with transfer of undertaking or property.
320		Payment to director for loss of office, etc., in connection with transfer of shares.
321		Provisions supplementary to sections 318, 319 and 320.
322		Directors, etc., with unlimited liability in limited company.
323		Special resolution of limited company making liability of directors, etc., unlimited.

Chapter III		Managing Agents

324		Power of Central Government to notify that companies engaged in specified classes of industry or business shall not have managing agents.
324A		Abolition of managing agencies and secretaries and treasurers.
325		Managing agency company not to have managing agent.
325A		Subsidiary of a body corporate not to be appointed as managing agent.
326		Central Government to approve of appointment, etc., of managing agent and circumstances in which approval may be accorded.
327		Application of sections 328 to 331.
328		Term of office of managing agent.
329		Variation of managing agency agreement.
330		Term of office of existing managing agents to terminate on 15th August, 1960.
331		Application of Act to existing managing agents.
332		No person to be managing agent of more than ten companies after 15th August, 1960.
333		Right of managing agent to charge on company's assets.
334		Vacation of office on insolvency, dissolution or winding up, etc.
335		Suspension from office where receiver appointed.
336		Vacation of office on conviction in certain cases.
337		Removal for fraud or breach of trust.
338		Removal for gross negligence or mismanagement.
339		Power to call meetings for the purposes of sections 337 and 338 and procedure.
340		Time when certain disqualifications will take effect.
341		Conviction not to operate as disqualification if convicted partner, director, etc., is expelled.
342		Resignation of office by managing agent.
343		Transfer of office by managing agent.
344		Managing agency not to be heritable after commencement of Act.
345		Succession to managing agency by inheritance or device under agreement before commencement of Act, to be subject to Central Government's approval.
346		Changes in constitution of managing agency, firm or corporation to be approved by Central Government.
347		Application of Schedule VIII to certain managing agents.
348		Remuneration of managing agent ordinarily not to exceed 10 per cent of net profits.
349		Determination of depreciation.
350		Ascertainment of depreciation.
351		Special provision where there is a profit-sharing arrangement between two or more companies.
352		Payment of additional remuneration.
353		Time of payment of remuneration.
354		Managing agent not entitled to office allowance but entitled to be reimbursed in respect of expenses.
355		Saving.
356		Appointment of managing agent or associate as selling agent of goods produced by the company.
357		Application of section 356 to case where business of company consists of the supply or rendering of any services.
358		Appointment of managing agent or associate as buying agent for company.
359		Commission, etc., of managing agent as buying or selling agent of other concerns.
360		Contracts between managing agent or associate and company for the sale or purchase of goods or the supply of services, etc.
361		Existing contracts relating to matters dealt with in sections 356 to 360 to terminate on 1st March, 1958.
362		Registers to be open to inspection.
363		Remuneration received in contravention of foregoing sections to be held in trust for company.
364		Company not to be bound by assignment of, or charge on, managing agent's remuneration.
365		Prohibition of payment of compensation for loss of office in certain cases.
366		Limit of compensation for loss of office.
367		Managing agent's rights and liabilities after termination of office.
368		Managing agent to be subject to control of Board and to restrictions in Schedule VII.
369		Loans to managing agent.
370		Loans, etc., to companies under the same management.
370A		Provisions as to certain loans which could not have been made if sections 369 and 370 were in force.
371		Penalty for contravention of section 369, 370 or 370A.
372		Purchase by company of shares, etc., of other companies.
373		Investments made before commencement of Act.
374		Penalty for contravention of section 372 or 373.
375		Managing agent not to engage in business competing with business of managed company.
376		Condition prohibiting reconstruction or amalgamation of company except on continuance of managing agent, etc., to be void.
377		Restrictions on right of managing agent to appoint directors.
CONTENTS

Sections	Particulars
Chapter IV	A. Secretaries and Treasurers.

378	Appointment of secretaries and treasurers.
379	Provisions applicable to managing agents to apply to secretaries and treasurers with the exceptions and modifications specified in sections 380 to 383.
380	Sections 324, 330 and 332 not to apply.
381	Section 348 to apply subject to a modification.
382	Secretaries and treasurers not to appoint directors.
383	Secretaries and treasurers not to sell goods or articles produced by company, etc., unless authorised by Board.
383A	Certain companies to have secretaries.

	B. Managers
384	Firm or body corporate not to be appointed manager.
385	Certain persons not to be appointed managers.
386	Number of companies of which a person may be appointed manager.
387	Remuneration of manager.
388	Application of sections 269, 310, 311, 312 and 317 to managers.
388A	Sections 386 to 388 not to apply to certain private companies.

Chapter IVA	Powers of Central Government to Remove Managerial Personnel from Office on the Recommendation of the Company Law Board.

388B	Reference to Company Law Board of cases against managerial personnel.
388C	Interim order by Company Law Board.
388D	Findings of the Company Law Board.
388E	Power of Central Government to remove managerial personnel on the basis of Company Law Board's decision.

Chapter V	Arbitration, Compromises, Arrangements and Reconstructions.

389	Repealed - Power for Companies to refer matters to arbitration.
390	Interpretation of sections 391 and 393.
391	Power to compromise or make arrangements with creditors and members.
392	Power of High Court to enforce compromises and arrangements.
393	Information as to compromises or arrangements with creditors and members.
394	Provisions for facilitating reconstruction and amalgamation of companies.
394A	Notice to be given to Central Government for applications under Sections 391 and 394.
395	Power and duty to acquire shares of shareholders dissenting from scheme or contract approved by majority.
396	Power of Central Government to provide for amalgamation of companies in national interest.
396A	Preservation of books and papers of amalgamated company.

Chapter VI	Prevention of Oppression and Mismanagement.

397	Application to Company Law Board for relief in cases of oppression.
398	Application to Company Law Board for relief in cases of mismanagement.
399	Right to apply under sections 397 and 398.
400	Notice to be given to Central Government of applications under sections 397 and 398.
401	Right of Central Government to apply under sections 397 and 398.
402	Powers of Company Law Board on application under section 397 or 398.
403	Interim order by Company Law Board.
404	Effect of alteration of memorandum or articles of company by order under section 397 or 398.
405	Addition of respondents to application under section 397 or 398.
406	Application of sections 539 to 544 to proceedings under sections 397 and 398.
407	Consequences of termination or modification of certain agreements.
408	Powers of Government to prevent oppression or mismanagement.
409	Power of Company Law Board to prevent change in Board of Directors Likely to affect company prejudicially.

Chapter VII	Constitution and Powers of Advisory Committee.

410	Appointment of Advisory Committee.
411	Repealed.
412	Repealed.
413	Repealed.
414	Repealed.
415	Repealed.

Chapter VIII	Miscellaneous provisions.

416	Contracts by agents of company in which company is undisclosed principal.
417	Employees' securities to be deposited in post office savings Bank or in Scheduled Bank.
418	Provision applicable to provident funds of employees.
419	Right of employee to see bank's receipt for moneys or securities referred to in section 417 or 418.
420	Penalty for contravention of section 417, 418 and 419.
421	Filing of accounts of receivers.
422	Invoices, etc., to refer to receiver where there is one.
423	Penalty for non-compliance with sections 421 and 422.
424	Application of sections 421 to 423 to receivers and managers appointed by Court and managers appointed in pursuance of an instrument.
424A	Reference to Tribunal.
424B	Inquiry into working of sick industrial companies.
424C	Powers of Tribunal to make suitable order on completion of inquiry.
424D	Preparation and sanction of schemes.
424E	Rehabilitation by giving financial assistance.
424F	Arrangement for continuing operations, etc., during inquiry.
424G	Winding up of sick industrial company.
424H	Operating agency to prepare complete inventory, etc.
424I	Direction not to dispose of assets.
424J	Power of Tribunal to call for periodic information.
424K	Misfeasance proceedings.
424L	Penalty for certain offences.

Part VII	Winding Up

Chapter I	Preliminary

425	Modes of winding up.
426	Liability as contributories of present and past members.
427	Obligations of directors, managers whose liability is unlimited.
428	Definition of "contributory".
429	Nature of liability of contributory.
430	Contributories in case of death of member.
431	Contributories in case of insolvency of member.
432	Contributories in case of winding up of a body corporate which is a member.

Chapter II	Winding up by the Court.

433	Circumstances in which company may be wound up by Court.
434	Company when deemed unable to pay its debts.
435	Transfer of winding up proceedings to District Court.
436	Withdrawal and transfer of winding up from one District Court to another.
437	Power of High Court to retain winding up proceedings in District Court.
438	Jurisdiction of High court under sections 435, 436 and 437 to be exercised at any time and at any stage.
439	Provisions as to applications for winding up.
439A	Statement of affairs to he filed on winding up of a company.
440	Right to present winding up petition where company is being wound up voluntarily or subject to Court's supervision.
441	Commencement of winding up by Court.
441A	Levy and collection of cess on turnover or gross receipts of companies.
441B	Crediting proceeds of cess to Consolidated Fund of India.
441C	Rehabilitation Fund.
441D	Application of Fund.
441E	Power to call for information.
441F	Penalty for non-payment of cess.
441G	Refund of fund in certain cases.
442	Power of Court to stay or restrain proceedings against Company.
443	Powers of Court on hearing petition.
444	Order for winding up to be communicated to Official Liquidator and Registrar.
445	Copy of winding up order to be filed with Registrar.
446	Suits stayed on winding up order.
446A	Responsibility of directors and officers to submit to Tribunal audited books and accounts.
447	Effect of winding up order.
448	Appointment of Official Liquidator.
449	Official Liquidator to be Liquidator.
450	Appointment and powers of provisional liquidator.
451	General provision as to liquidators.
452	Style etc., of liquidator.
453	Receiver not to be appointed of assets with liquidator.
454	Statement of affairs to be made to Official Liquidator.
455	Report by Official Liquidator.
456	Custody of company's property.
457	Powers of liquidator.
458	Discretion of liquidator.
458A	Exclusion of certain time in computing periods of limitation.
459	Provision for legal assistance to liquidator.
460	Exercise and control of liquidator's powers.
461	Books to be kept by liquidator.
462	Audit of liquidator's accounts.
463	Control of Central Government over liquidators.
464	Appointment and composition of committee of inspection.
465	Constitution and proceedings of committee of inspection.
466	Power of Court to stay winding up.
467	Settlement of list of contributories and application of assets.
468	Delivery of property to liquidator.
469	Payment of debts due by contributory and extent of set-off.
470	Power of Court to make calls.
471	Payment into bank of moneys due to company.
472	Moneys and securities paid into Bank to be subject to order of Court.
473	Order on contributory to be conclusive evidence.
474	Power to exclude creditors not proving in time.
475	Adjustment of rights of contributories.
476	Power to order costs.
477	Power to summon persons suspected of having property of company. etc.
478	Power to order public examination of promoters, directors, etc.
479	Power to arrest absconding contributory.
480	Saving of existing powers of Court.
481	Dissolution of Company.
482	Order made in any Court to be enforced by other Courts.
483	Appeals from orders.

Chapter III	Voluntary winding up.

484	Circumstances in which company may be wound up voluntarily.
485	Publication of resolution to wind up voluntarily.
486	Commencement of voluntary winding up.
487	Effect of voluntary winding up on status of company.
488	Declaration of solvency in case of proposal to wind up voluntarily.
489	Provisions applicable to a members' voluntary winding up.
490	Power of company to appoint and fix remuneration of Liquidators.
491	Board's powers to cease on appointment of a liquidator.
492	Power to fill vacancy in office of liquidator.
493	Notice of appointment of liquidator to be given to Registrar.
494	Power of liquidator to accept shares, etc., as consideration for sale of property fo company.
495	Duty of liquidator to call creditors' meeting in case of insolvency.
496	Duty of liquidator to call general meeting at end of each year.
497	Final meeting and dissolution.
498	Alternative provisions as to annual and final meetings in case of insolvency.
499	Provisions applicable to a creditors' voluntary winding up.
500	Meeting of creditors.
501	Notice of resolutions passed by creditors' meeting to be given to Registrar.
502	Appointment of liquidator.
503	Appointment of committee of inspection.
504	Fixing of liquidators' remuneration.
505	Board's powers to cease on appointment of liquidator.
506	Power to fill vacancy in office of liquidator.
507	Application of section 494 to a creditors' voluntary winding up.
508	Duty of liquidator to call meetings of company and of creditors' at the end of each year.
509	Final meeting and dissolution.
510	Provisions applicable to every voluntary winding up.
511	Distribution of property of company.
511A	Application of section 454 to voluntary winding up.
512	Powers and duties of liquidator in voluntary winding up.
513	Body corporate not to be appointed as liquidator.
514	Corrupt inducement affecting appointment as liquidator.
515	Power of Court to appoint and remove liquidator in voluntary winding up.
516	Notice by liquidator of his appointment.
517	Arrangement when binding on company and creditors.
518	Power to apply to Court to have questions determined or powers exercised.
519	Application of Liquidator to Court for public examination of promoters, directors, etc.
520	Costs of voluntary winding up.
521	Repealed.
CONTENTS

Sections			Particulars
Chapter IV			Winding up subject to supervision of Court.

522			Power to order winding up subject to supervision.
523			Effect of petition for winding up subject to supervision.
524			Power of Court to appoint or remove liquidators.
525			Powers and obligations of liquidator appointed by Court.
526			Effect of supervision order.
527			Appointment in certain cases of voluntary liquidators to office of liquidators.

Chapter V			Provisions applicable to every mode of Winding up

528			Debts of all descripttions to be admitted to proof.
529			Application of insolvency rules in winding up of insolvent companies.
529A			Overriding preferential payments.
530			Preferential payments.
531			Fraudulent preference.
531A			Avoidance of voluntary transfer.
532			Transfers for benefit of all creditors to be void.
533			Liabilities and rights of certain fraudulently preferred persons.
534			Effect of floating charge.
535			Disclaimer of onerous property in case of a company which is being wound up.
536			Avoidance of transfers, etc., after commencement of winding up.
537			Avoidance of certain attachments, executions, etc., in winding up by or subject to supervision of Court.
538			Offences by officers of companies in liquidation.
539			Penalty for falsification of books.
540			Penalty for frauds by officers.
541			Liability where proper accounts not kept.
542			Liability for fraudulent conduct of business.
543			Power of Court to assess damages against delinquent directors, etc.
544			Liability under sections 542 and 543 to extend to partners or directors in firm or company.
545			Prosecution of delinquent officers and members of company.
546			Liquidator to exercise certain powers subject to sanction.
547			Notification that a company is in liquidation.
548			Books and papers of company to be evidence.
549			Inspection of books and papers by creditors and contributories.
550			Disposal of books and papers of company.
551			Information as to pending liquidations.
552			Official Liquidator to make payments in to the public account of India.
553			Voluntary Liquidator to make payments into Scheduled Bank.
554			Liquidator not to pay moneys into private banking account.
555			Unpaid dividends and undistributed assets to be paid into the Companies liquidation Account.
556			Enforcement of duty of liquidator to make returns, etc.
557			Meetings to ascertain wishes of creditors or contributories.
558			Court or person before whom affidavit may be sworn.
559			Power of Court to declare dissolution of company void.
560			Power of Registrar to strike defunct company off register.

Part VIII			Application of Act to companies formed or registered under previous Companies Laws.

561			Application of Act to companies formed and registered under previous companies laws.
562			Application of Act to companies registered but not formed under previous companies laws.
563			application of Acct to unlimited companies registered under previous companies laws.
564			Mode of transferring shares in the case of companies registered under Acts XIX of 1857 and VII of 1860.

Part IX			Companies Authorised to register under this Act.

565			Companies capable of being registered.
566			Definition of "Joint-stock company".
567			Requirements for registration of joint-stock companies.
568			Requirements for registration of companies not being joint stock companies.
569			Authentication of statements of existing companies.
570			Power of Registrar to require evidence as to nature of company.
571			Notice to customers on registration of banking company with limited liability.
572			Change of name for purposes of registration.
573			Addition of "Limited" or "Private Limited" to name.
574			Certificate of registration of existing companies.
575			Vesting of property on registration.
576			Saving for existing liabilities.
577			Continuation of pending legal proceedings.
578			Effect of registration under Part.
579			Power to substitute memorandum and articles for deed of settlement.
580			Power of Court to stay or restrain proceedings.
581			Suits stayed on winding up order.
581A			Definitions.
581B			Objects of Producer Company.
581C			Formation of Producer Company and its registration.
581D			Membership and voting rights of Members of Producer Company.
581E			Benefits to Members.
581F			Memorandum of Producer Company.
581G			Articles of association.
581H			Amendment of memorandum.
581I			Amendment of articles.
581J			Option to inter-State co-operative societies to become Producer Companies.
581K			Effect of incorporation of Producer Company.
581L			Vesting of undertaking in Producer Company.
581M			Concession, etc., to be deemed to have been granted to Producer Company.
581N			Provisions in respect of officers and other employees of inter-Stale co-operative society.
581O			Number of directors.
581P			Appointment of directors.
581Q			Vacation of office by directors.
581R			Powers and functions of Board.
581S			Matters to be transacted at general meeting.
581T			Liability of directors.
581U			Committee of directors.
581V			Meetings of Board and quorum.
581W			Meetings of Board and quorum.
581X			Secretary of Producer Company.
581Y			Quorum.
581Z			Voting rights.
581ZA			Annual general meetings.
581ZB			Share capital.
581ZC			Special user rights.
581ZD			Transferability of shares and attendant rights.
581ZE			Books of account.
581ZF			Internal audit.
581ZG			Duties of auditor under this Part.
581ZH			Donations or subscripttion by Producer Company.
581ZI			General and other reserves.
581ZJ			Issue of bonus shares.
581ZK			Loan, etc., to Members.
581ZL			Investment in other companies, formation of subsidiaries, etc.
581ZM			Penalty for contravention.
581ZN			Amalgamation, merger or division, etc., to form new Producer Companies .
581ZO			Disputes.
581ZP			Strike off name of Producer Company.
581ZQ			Provisions of this Part to override other laws.
581ZR			Application of provisions relating to private companies.
581ZS			Reconversion of Producer Company to inter-State co-operative society.
581ZT			Power to modify Act in its application to Producer Companies.

Part X			Winding up of Unregistered companies.

582			Meaning of "unregistered company".
583			Winding up of unregistered companies.
584			Power to wind up foreign companies, although dissolved.
585			Contributories in winding up of unregistered company.
586			Power to stay or restrain proceedings.
587			Suits, etc., stayed on winding up order.
588			Directions as to property in certain cases.
589			Provisions of Part cumulative.
590			Saving and construction of enactments conferring power to wind up partnership, association or company in certain cases.

Part XI			Companies incorporated outside India

591			Application of sections 592 to 602 to foreign companies.
592			Documents etc. ,to be delivered to Registrar by foreign companies carrying on business in India.
593			Return to be delivered to Registrar by foreign company where documents, etc., altered.
594			Accounts of foreign company.
595			Obligation to state name of foreign company, whether limited, and country where incorporated.
596			Service on foreign company.
597			Office where documents to be delivered.
598			Penalties.
599			Company's failure to comply with Part not to affect its liability under contracts, etc.
600			Registration of charges, appointment of receiver and books of account.
601			Fees for registration of documents under Part.
602			Interpretation of foregoing sections of Part.
603			Dating of prospectus and particulars to be contained therein.
604			Provisions as to expert's consent and allotment.
605			Registration of prospectus.
605A			Offer of Indian Depository Receipts.
606			Penalty for contravention of sections 603, 604 and 605.
607			Civil liability for misstatements in prospectus.
608			Interpretation of provisions as to prospectuses.

Part XII			Registration offices and officers and fees

609			Registration Offices.
610			Inspection, production and evidence of documents kept by Registrar.
610A			Admissibility of micro films, facsimile copies of documents, computer printouts and documents on computer media as documents and as evidence.
611			Fees in Schedule X to be paid.
612			Fees, etc., paid to Registrar and other officers to be accounted for to Central Government.
613			Power of Central Government to reduce fees, charges, etc.
614			Enforcement of duty of company to make returns,, etc., to Registrar.
614A			Power of Court trying offences under the Act to direct the filing of documents with Registrar.

Part XIII			General

615			Power of Central Government to direct companies to furnish information or statistics.
616			Application of Act to insurance, banking, electricity supply and other companies governed by special Acts.
617			Definition of "Government Company".
618			Government Companies not to have managing agents.
619			Application of sections 224 to 233 to Government Companies.
619A			Annual reports on Government Companies.
619B			Provisions of section 619 to apply to certain companies.
620			Power to modify Act in relation to Government Companies.
620A			Power to modify Act in its application to Nidhis, etc.
620B			Special provisions as to companies in Goa, Daman and Diu.
620C			Special provisions as to companies in Jammu and Kashmir.
621			Offences against Act to be cognizable only on complaint by Registrar, shareholder or Government.
621A			Composition of certain offences.
622			Jurisdiction to try offences.
623			Certain offences triable summarily in Presidency towns.
624			Offences to be non-cognizable.
624A			Power to Central Government to appoint company prosecutors.
624B			Appeal against acquittal.
625			Payment of compensation in case of frivolous or vexatious prosecution.
626			Application of fines.
627			Production and inspection of books where offences suspected.
628			Penalty for false statements.
629			Penalty for false evidence.
629A			Penalty where no specific penalty is provided elsewhere in the Act.
630			Penalty for wrongful withholding of property.
631			Penalty for improper use of words "Limited" and "Private Limited".
632			Power to require limited company to give security for costs.
633			Power of Court to grant relief in certain cases.
634			Enforcement of orders of Courts.
634A			Enforcement of orders of Company Law Board.
635			Enforcement of orders of one Court by other Courts.
635A			Protection of acts done in good faith.
635AA			Non-disclosure of information in certain cases.
635B			Protection of employees during investigation by inspector or pendency of proceeding before Court in certain cases.
636			Reduction of fees, charges, etc., payable to company.
637			Delegation by Central Government of its powers and functions under Act.
637A			Power of Central Government or Company Law Board to accord approval, etc., subject to conditions and to prescribe fees on applications.
637AA			Power of Central Government to fix a limit with regard to remuneration.
637B			Condonation of delays in certain cases.
638			Annual report by Central Government.
639			Repealed.
640			Validation of registration of firms as members of charitable and other companies.
640A			Exclusion of time required in obtaining copies of order of Court or the Company Law Board.
640B			Forms of, and procedure in relation to certain applications.
641			Power to alter Schedules.
642			Power of Central Government to make rules.
643			Power of Supreme Court to make rules.
644			Repeal of Acts specified in Schedule XII.
645			Saving of orders, rules, etc., in force at commencement of Act.
646			Saving of operation of section 138 of Act 7of 1913.
647			Saving of pending proceedings for winding up.
647A			Transfer of winding up proceedings to Tribunal.
648			Saving of prosecutions instituted by liquidator or Court under section 237 of Act 7 of 1913.
649			Construction of references to former enactments in documents.
650			Repealed.
651			Construction of references to extraordinary resolution in articles, etc.
652			Appointment under previous companies laws to have effect as if made under Act.
653			Former registration offices continued.
654			Registers under previous companies laws to be deemed to be part of registers under Act.
655			Funds and accounts under Act to be in continuation of funds and accounts under previous companies law.
656			Saving of incorporation under repealed Acts.
657			Saving of certain Tables under previous companies laws.
658			Section 6 of the General Clauses Act, 1897 to apply in addition to sections 645 to 657 of Act.

SCHEDULES

659.			SCHEDULE I
660.			SCHEDULE I A
661.			SCHEDULE II
662.			SCHEDULE I II
663.			SCHEDULE I V
664.			SCHEDULE V
665.			SCHEDULE VI
666.			SCHEDULE VII & VIII
667.			SCHEDULE IX
668.			SCHEDULE X
669.			SCHEDULE XI
670.			SCHEDULE XII
671.			SCHEDULE XIII
672.			SCHEDULE XIV
673.			SCHEDULE XV
674.			THE SCHEDULE (AMENDMENTS TO THE INSURANCE ACT, 1938)

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Bare Acts - IPCC / PCC - Corporate Law

Kalpesh Chauhan,

Kalpesh Chauhan,

Act Name : THE COMPANIES (AMENDMENT) ACT, 2006
Act title : No. 23 of 2006
Enactment date : 29th May, 2006.

1. SECTION(1.) Short title and commencement.

2. SECTION(2.) Amendment of section 253.

3. SECTION(3.) Insertion of new sections 266A, 266B, 266C, 266D, 266E, 266F and 266G.

4. SECTION(4.) Insertion of new sections 610B, 610C, 610D and 610E.

Section 1. Short title and commence-ment.- (1) This Act may be called the Companies (Amendment) Act, 2006.(2) It shall come into force on such date as the Central Government may, by notification, appoint and different dates may be appointed for different provisions of this Act.

266B. Allotment of Director Identification Number.- The Central Government shall, within one month from the receipt of the application under section 266A, allot a Director Identification Number to an applicant, in such manner as may be prescribed.

266C.Prohibition to obtain more than one Director Identification Number.- No individual, who had already been allotted a Director Identification Number under section 266B, shall apply, obtain or possess another Director Identification Number.

266E.Obligation of company to inform Director Identification Number to Registrar.- or section 266C or section 266D or section

Section 4. Insertion of new sections 610B, 610C, 610D and 610E.-

After section 610A of the principal Act, the following sections shall be inserted, namely:—

“610 B.Provisions relating to filing of applications, documents, inspection, etc., through electronic form.-

(b) such document, notice, any communication or intimation, required to be served or delivered under this Act, shall be served or delivered under this Act through the electronic form and authenticated in such manner as may be specified in the rules;

(e) such fees, charges or other sums payable under this Act or rules made thereunder shall be paid through the electronic form and in such manner as may be specified in the rules;

610C.Power to modify Act in relation to electronic records (including the manner and form in which electronic records shall be filed).-

(1) The Central Government may, by notification in the Official Gazette, direct that any of the provisions of this Act, so far as it is required for the purpose of electronic record specified under section 610B in the electronic form,—

610D. Providing of value added services through electronic form.- The Central Government may provide such value added services through the electronic form and levy such fees as may be prescribed.

K. N. CHATURVEDI,Secy. to the Govt. of India.————

Himavanth K.S

kamal

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Bare Acts - IPCC / PCC - Corporate Law

Kalpesh Chauhan,

Kalpesh Chauhan,

Act Name : THE COMPANIES (AMENDMENT) ACT, 2006 Act title : No. 23 of 2006 Enactment date : 29th May, 2006.

1. SECTION(1.) Short title and commencement. 2. SECTION(2.) Amendment of section 253.

3. SECTION(3.) Insertion of new sections 266A, 266B, 266C, 266D, 266E, 266F and 266G.

4. SECTION(4.) Insertion of new sections 610B, 610C, 610D and 610E.

Section 1. Short title and commence-ment.- (1) This Act may be called the Companies (Amendment) Act, 2006.(2) It shall come into force on such date as the Central Government may, by notification, appoint and different dates may be appointed for different provisions of this Act.

266B. Allotment of Director Identification Number.- The Central Government shall, within one month from the receipt of the application under section 266A, allot a Director Identification Number to an applicant, in such manner as may be prescribed.

266C.Prohibition to obtain more than one Director Identification Number.- No individual, who had already been allotted a Director Identification Number under section 266B, shall apply, obtain or possess another Director Identification Number.

266E.Obligation of company to inform Director Identification Number to Registrar.- or section 266C or section 266D or section

Section 4. Insertion of new sections 610B, 610C, 610D and 610E.-

After section 610A of the principal Act, the following sections shall be inserted, namely:—

“610 B.Provisions relating to filing of applications, documents, inspection, etc., through electronic form.-

(b) such document, notice, any communication or intimation, required to be served or delivered under this Act, shall be served or delivered under this Act through the electronic form and authenticated in such manner as may be specified in the rules;

(e) such fees, charges or other sums payable under this Act or rules made thereunder shall be paid through the electronic form and in such manner as may be specified in the rules;

610C.Power to modify Act in relation to electronic records (including the manner and form in which electronic records shall be filed).-

(1) The Central Government may, by notification in the Official Gazette, direct that any of the provisions of this Act, so far as it is required for the purpose of electronic record specified under section 610B in the electronic form,—

610D. Providing of value added services through electronic form.- The Central Government may provide such value added services through the electronic form and levy such fees as may be prescribed.

K. N. CHATURVEDI,Secy. to the Govt. of India.————

Himavanth K.S

kamal

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Act Name : THE COMPANIES (AMENDMENT) ACT, 2006
Act title : No. 23 of 2006
Enactment date : 29th May, 2006.

1. SECTION(1.) Short title and commencement.

2. SECTION(2.) Amendment of section 253.