May 07, 2013


                                  COMPANIES ACT 2013


                                COMPANIES ACT 1956 


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] 
10E. Constitution of Board of Company Law Administration 
10F. Appeals against the order 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 
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 Laws 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 
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 
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 deposits 
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 self 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 mis-statements in prospectus 
63. Criminal liability for mis-statements 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 advertisements 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 
68B. Initial offer of securities to be in dematerialised form in certain cases 
69. Prohibition of allotment unless minimum subscription received 
70. Prohibition of allotment in certain cases unless statement in lieu of prospectus delivered to Registrar 
71. Effect of irregular allotment 
72. Applications for, and allotment of, shares and debentures 
73. Allotment of shares and debentures to be dealt in on stock exchange 
74. Manner 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 
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 shares etc.
81. Further issue of capital 
82. Nature of shares 
83. Numbering of shares 
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. [Omitted] 
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 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 108 to 108F 
108H. Construction of certain expressions used in section 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 subject to floating charge in priority to claims under the charge 
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 of debentures entitling holders pan 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 to charges requiring registration under it but not under previous law 
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 to be of debenture-holders 

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 of 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 resolution 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 
199. Calculation of commission, etc., in certain cases\ 
200. Prohibition of tax-free payments 
201. Avoidance of provisions relieving liability of officers and auditors of company 
202. Undischarged 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. [Omitted] 
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 share-holders or to their order or to their bankers 
206A. Right to dividend rights, rights shares and bonus shares to be held in abeyance pending registration of transfer 
of shares 
207. Penalty for failure to distribute dividends within thirty days 
208. Power of company to pay interest out of capital in certain cases 
209. Books of account to be kept by company 
209 A. Inspection of books of accounts, 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 auditors' 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 with sections 225 to 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. Seizure of documents by Registrar 
235. Investigation of affairs of a company 
236. Application by members to be supported by evidence and power of 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, or of managing agent or associate 
240. Production of documents and evidence 
240A. Seizure of documents by inspector 
241. Inspectors' 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. Inspectors' report to be evidence 
247. Investigation of ownership of company 
248. [Omitted] 
249. [Omitted] 
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 
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. [Omitted] 
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 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 
269. Appointment of managing or whole-time director or manager to require Government approval only in certain 
270. Time within which share qualification is to be obtained and maximum amount thereof

271. [Omitted] 

272. Penalty 
273. Saving 
274. Disqualifications of directors 
275. No person to be a director of more than fifteen companies 
276. Choice to be made by director of more than fifteen companies at commencement of Act 
277. Choice by person becoming director of more than fifteen companies after commencement of Act 
278. Exclusion of certain directorships for the purposes of sections 275, 276 and 277 
279. Penalty 
280. [Omitted] 
281. [Omitted] 
282. [Omitted] 
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 
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. [Omitted] 
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, etc.
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 
312. Prohibition of assignment of office by directors 
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 of 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 
324 to 347. [Omitted] 
348. [Omitted] 
349. Determination of net profits 
350. Ascertainment of depreciation 
351. [Omitted]

352. [Omitted] 

353. [Omitted] 
354. [Omitted] 
355. Saving 
356 to 367. [Omitted] 
368. [Omitted] 
369. [Omitted] 
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 
372A. Inter-corporate loans and investments 
373. Investments made before commencement of Act 
374. Penalty for contravention of section 372 or 373 
375. [Omitted] 
376. Conditions prohibiting reconstruction or amalgamation of company 
377. [Omitted] 
378. [Omitted] 
379. [Omitted] 
380. [Omitted] 
381. [Omitted] 
382. [Omitted] 
383. [Omitted] 
383A. Certain companies to have secretaries 
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 
388B. Reference to Company Law Board of cases against managerial personnel 
388C. Interim order by Company Law Board 
388D. Decisions of the Company Law Board 
388E. Power of Central Government to remove managerial personnel on the basis of Company Law Board's decision 
389. [Omitted] 
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 public interest 
396A. Preservation of books and papers of amalgamated company 
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 sections 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 B Powers of central government 
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 
410. Appointment of Advisory Committee 
411. [Omitted] 
412. [Omitted] 

413. [Omitted] 

414. [Omitted] 
415. [Omitted] 
416. Contracts by agents of company in which company is undisclosed principal 
417. Employees' securities to be deposited in post office savings bank or Scheduled Bank 
418. Provisions 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 sections 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 
424-I. Direction not to dispose of assets 
424J. Power of Tribunal to call for periodic information 
424K. Misfeasance proceedings 
424L. Penalty for certain offences 
425. Modes of winding up 
426. Liability as contributories of present and past members 
427. Obligations of directors and 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 
433.Circumstances in which company may be wound up by court 
434. Company when deemed unable to pay its debts 
435. [Omitted] 
436. [Omitted] 
437. [Omitted] 
438. [Omitted] 
438. [Omitted] 
439. Provisions as to applications for winding up 
439A. Statement of affairs to the filed o winding up of a company 
440. Right to present winding up petition where company is being wound up voluntarily or subject to court's 
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. [Omitted]

443. Powers of Tribunal 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 Provisions 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 
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 Provisions applicable to a members' voluntary 
winding up 
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 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 of 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 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. [Omitted] 
522 to 527. [Omitted] 
528. Debts of all descriptions to be admitted to proof 
529. Application of insolvency rules in winding up of insolvent companies.
529A. Overriding preferential payment 
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 into 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. Supplementary powers of court 
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 
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 Act to unlimited companies re-registered under previous companies laws 
564. Mode of transferring shares in the case of companies registered under Acts 19 of 1857 and 7 of 1860.



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 
581-I. 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-State 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. Chief Executive and his function 
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 subscription 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 


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 
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 Prospectuses 
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 mis-statements in prospectus 
608. Interpretation of provisions as to prospectuses 
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 
615. "Power of Central Government to direct companies to furnish information or statisties 
616. Application of Act to insurance, banking, electricity supply and other companies governed by special Acts 
617. Definition of "Government Company" 
618. [Omitted] 
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 provision as to companies in Goa, Daman and Diu 
620C. Special provision as to companies in Jammu and Kashmir 
621. Offences against Act to be cognizable only on complaint by Registrar, shareholder of 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 of Central Government to appoint company prosecutors 
624B. Appeal against acquittal 
625. Payment of compensation in cases of frivolous or vexatious prosecution 
626. Application of fines 
627. Production and inspection of books where offence 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 
636. Reduction of fees, charges, etc., payable to company 
637. Delegation by Central Government of its powers and fs 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. [Omitted] 
640. Validation of registration of firms as members of charitable and other companies 
640A. Exclusion of time required in obtaining copies of orders of Court or the Tribunal 
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 7 of 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.Construction of "Registrar of joint stock companies" in Act 21 of 1860 [Omitted] 
651. Construction of references to extraordinary resolution in articles, etc.
651A. Reference of winding up of companies in other laws 
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 taw 
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 (10 of 1897) to apply in addition to sections 645 to 657 of Act




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