Companies Act, 1956

Part I Preliminary

Part I-A Board of Company Law administration

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

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 COURT 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 EFFECTS 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 allowtment and other matters relating to 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

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 PROVISION 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 143b

68A PERSONATION FOR ACQUISITION, ETC., OF SHARES

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 OF RECKONING FIFTH, EIGHTH AND TENTH DAYS IN SECTIONS 72 AND 73

75 RETURN AS TO ALLOTMENTS

76 POWER TO PAY CERTAIN COMMISSION 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 SECURITIES

79 POWER TO ISSUE SHARES AT A DISCOUNT

79A ISSUE OF SWEAT EQUITY SHARES

80 POWER TO ISSUE REDEEMABLE PREFERENCE SHARES

81 FURTHER ISSUE OF CAPITAL

Part IV Share Capital and Debentures

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 PROHIBITION OF ISSUE OF SHARES WITH DISPROPORTIONATE RIGHTS

89 TERMINATION OF DISPROPORTIONATELY EXCESSIVE VOTING RIGHT 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 REREGISTRATION

99 RESERVE LIABILITY OF LIMITED COMPANY

100 SPECIAL RESOLUTION FOR REDUCTION OF SHARE CAPITAL

101 APPLICATION TO COURT FOR CONFIRMING ORDER, OBJECTION, BY REDITORS, 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 INCONTRAVENTION OF SECTIONS 108A TO 108D

109 TRANSFER BY LEGAL REPRESENTATIVE

109A NOMINATION OF SHARES

109B TRANSMISSION OF SHARES

110 APPLICANTION 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 OR DEBENTURES

123 PAYMENTS OF CERTAIN DEBTS OUT OF ASSETS

Part V Registration of Charges

Part VI Management and Administration Chapter I General Provision

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 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

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-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 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 OR 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 THIRTY 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 EMBERS

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 SECTION 225 TO 232

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 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 ETC

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 INSPECTORS' REPORT TO BE EVIDENCE

247 INVESTIGATION OF OWNERSHIP OF COMPANY

248 INFORMATION REGARDING PERSONS HAVING AN INTEREST IN COMPANY

249 INVESTIGATION OF ASSOCIATESHIP WITH MANAGING AGENTS, ETC

250 IMPOSITION OF RESTRICTIONS UPON SHARES AND DEBENTURES

250A VOLUNTARY WINDING UP OF COMPANY, ETC., NOT TO STOP INVESTIGATION PROCEEDINGS

251 SAVING FOR LEGAL ADVISERS AND BANKERS

Part VI Management and Administration 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 BUSINESS FOR PROFIT, ETC

264 CONSENT OF CANDIDATE FOR DIRECTORSHIP TO BE FILED WITH THE COMPANY

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

269 APPOINTMENT OF MANAGING OR WHOLE-TIME DIRECTOR OR MANAGER

270 TIME WITHIN WHICH SHARE QUALIFICATION IS TO BE OBTAINED AND MAXIMUM AMOUNT THERE OF

271 FILING OF DECLARATION OF SHARE QUALIFICATION BY DIRECTOR

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 SECTION 275, 276 AND 277

279 PENALTY

280 AGE LIMIT

281 AGE LIMIT NOT TO APPLY IF COMPANY SO RESOLVES

282 DUTY OF DIRECTOR TO DISCLOSE AGE

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 OWER 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 SOLESELLING 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

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 DIRECTORS INTEREST IN CONTRACT APPOINTING MANAGER

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

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 APPLICATION OF SECTIONS 316 AND 317

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

319 PAYMENT TO DIRECTOR, ETC., FOR LOSS OF OFFICE ETC

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

Part VI Management and Administration Chapter III Managing Agents

Part VI Management and Administration Chapter IV Secretaries and Managers

Part VI Management and Administration Chapter IVA Removal of Managerial Personnel

Part VI Management and Administration Chapter V Arbitration Compromises Etc

Part VI Management and Administration Chapter VI Prevention of Oppression and Mismanagement

Part VI Management and Administration Chapter VII Constitution and Powers of Advisory Committee

Part VI Management and Administration Chapter VIII Miscellaneous provisions

Part VII Winding Up Chapter I Preliminary

Part VII Winding Up 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

440 Right to present winding up petition where company is being wound-up voluntarily

441 Commencement of winding up by Court

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 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 evidenced

474 474. 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

Part VII Winding Up 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 OR 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 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

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 POWER EXERCISED

519 APPLICATION OF LIQUIDATOR TO COURT FOR PUBLIC EXAMINATION OF PROMOTERS, DIRECTORS, ETC

520 COST OF VOLUNTARY WINDING UP

521 SAVING OF RIGHT OF CREDITORS AND CONTRIBUTORIES TO APPLY FOR WINDING UP

Part VII Winding Up Chapter IV Winding up subject to supervision of Court

Part VII Winding Up Chapter V Provisions applicable to Winding up

528 DEBTS OF ALL DESCRIPTIONS TO BE ADMITTED TO PROOF

529 APPLICATION OF INSOLVENCY RULES IN WINDING UP OF INSOLVENT COMPANIES

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 Tribunal

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

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

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

Part IX Companies Authorised to register under this Act

PART IXA CHAPTER I PRODUCER COMPANIES

581A Definitions

581B Objects of Producer Company

581C Formation of Producer Company and its registration

581DMembership 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 Chief Executive and his functions

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

Part X Winding up of Unregistered companies

Part XI Companies incorporated outside India

Part XII Registration offices and officers and fees

Part XIII General

615 POWER OF CENTRAL GOVERNMENT TO DIRECT COMPANIES TO FURNI

616 APPLICATION OF ACT TO INSURANCE BANKING ELECTRICITY SUPP

617 DEFINITION OF GOVERNMENT COMPANY

618 GOVERNMENT COMPANIES NOT TO HAVE MANAGING AGENTS

619 APPLICATION OF SECTIONS 224 TO 233 TO GOVERNMENT COMPANI

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 THE COMPANIES IN JAMMU AND KAS

621 OFFENCES AGAINST ACT TO BE COGNIZABLE ONLY ON COMPLAINT

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 PROSECUT

624B APPEAL AGAINST ACQUITTAL

625 PAYMENT OF COMPENSATION IN CASES OF FRIVOLOUS OR VEXATIO

626 APPLICATION OF FINES

627 Production and inspection of books where offence suspect

628 PENALTY FOR FALSE STATEMENTS

629 PENALTY FOR FALSE EVIDENCE

629A PENALTY WHERE NO SPECIFIC PENALTY IS PROVIDED ELSEWHERE

630 PENALTY FOR WRONGFUL WITHHOLDING OF PROPERTY

631 PENALTY FOR IMPROPER USE OF WORDS LIMITED AND PRIVATE LI

632 POWER TO REQUIRE LIMITED COMPANY TO GIVE SECURITY FOR CO

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 INSPECT

636 REDUCTION OF FEES CHARGES ETC PAYABLE TO COMPANY

637 DELEGATION BY CENTRAL GOVERNMENT OF ITS POWERS AND FUNCT

637A POWER OF CENTRAL GOVERNMENT OR COMPANY LAW BOARD TO ACC

637AA POWER OF CENTRAL GOVERNMENT TO FIX A LIMIT WITH REGARD

637B CONDONATION OF DELAYS IN CERTAIN CASES

638 ANNUAL REPORT BY CENTRAL GOVERNMENT

639 ANNUAL REPORTS ON GOVERNMENT COMPANIES TO BE PLACED BEFO

640 VALIDATION OF REGISTRATION OF FIRMS AS MEMBERS OF CHARIT

640A EXCLUSION OF TIME REQUIRED IN OBTAINING COPIES OF ORDER

640B FORMS OF AND PROCEDURE IN RELATION TO CERTAIN APPLICATI

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

646 SAVING OF OPERATION OF SECTION 138 OF ACT 7 OF 1913

647 SAVING OF PENDING PROCEEDINGS FOR WINDING UP

648 SAVING OF PROSECUTIONS INSTITUTED BY LIQUIDATOR OR COURT

649 CONSTRUCTION OF REFERENCES TO FORMER ENACTMENTS IN DOCUM

650 CONSTRUCTION OF REGISTRAR OF JOINT STOCK COMPANIES IN AC

651 CONSTRUCTION OF REFERENCES TO EXTRAORDINARY RESOLUTION I

652 APPOINTMENT UNDER PREVIOUS COMPANIES LAWS TO HAVE EFFECT

653 FORMER REGISTRATION OFFICES CONTINUED

654 REGISTERS UNDER PREVIOUS COMPANIES LAWS TO BE DEEMED TO

655 FUNDS AND ACCOUNTS UNDER ACT TO BE IN CONTINUATION OF FU

657 SAVING OF CERTAIN TABLES UNDER PREVIOUS COMPANIES LAWS

658 Section 6 of the General Clauses Act 1897 (10 of 1897) t

SCHEDULES