Section List

18/2013 - The Companies Act, 2013 ▶

Act Number: 18

Act Name: The Companies Act, 2013

Year: 2013

Enactment Date: 2013-08-29

Long Title: An Act to consolidate and amend the law relating to companies.

Ministry: Ministry of Corporate Affairs

Department:

Section Number	Title	Actions
1	Short title, extent, commencement and application.
2	Definitions.
3	Formation of company.
4	Memorandum.
5	Articles.
6	Act to override memorandum, articles, etc.
7	Incorporation of company.
8	Formation of companies with charitable objects, etc.
9	Effect of registration.
10	Effect of memorandum and articles.
11	[Omitted].
12	Registered office of company.
13	Alteration of memorandum.
14	Alteration of articles.
15	Alteration of memorandum or articles to be noted in every copy.
16	Rectification of name of company.
17	Copies of memorandum, articles, etc., to be given to members.
18	Conversion of companies already registered.
19	Subsidiary company not to hold shares in its holding company.
20	Service of documents.
21	Authentication of documents, proceedings and contracts.
22	Execution of bills of exchange, etc.
23	Public offer and private placement.
24	Power of Securities and Exchange Board to regulate issue and transfer of securities, etc.
25	Document containing offer of securities for sale to be deemed prospectus.
26	Matters to be stated in prospectus.
27	Variation in terms of contract or objects in prospectus.
28	Offer of sale of shares by certain members of company.
29	Public offer of securities to be in dematerialised form.
30	Advertisement of prospectus.
31	Shelf prospectus.
32	Red herring prospectus.
33	Issue of application forms for securities
34	Criminal liability for mis-statements in prospectus.
35	Civil liability for mis-statements in prospectus.
36	Punishment for fraudulently inducing persons to invest money.
37	Action by affected persons.
38	Punishment for personation for acquisition, etc., of securities
39	Allotment of securities by company.
40	Securities to be dealt with in stock exchanges.
41	Global depository receipt.
42	Issue of shares on private placement basis.
43	Kinds of share capital.
44	Nature of shares or debentures.
45	Numbering of shares
46	Certificate of shares.
47	Voting rights
48	Variation of shareholders‘ rights
49	Calls on shares of same class to be made on uniform basis.
50	Company to accept unpaid share capital, although not called up.
51	Payment of dividend in proportion to amount paid-up
52	Application of premiums received on issue of shares.
53	Prohibition on issue of shares at discount.
54	Issues of sweat equity shares
55	Issue and redemption of preference shares.
56	Transfer and transmission of securities.
57	Punishment for personation of shareholder.
58	Refusal of registration and appeal against refusal.
59	Rectification of register of members.
60	Publication of authorised, subscribed and paid-up capital.
61	Power of limited company to alter its share capital.
62	Further issue of share capital.
63	Issue of bonus shares
64	Notice to be given to Registrar for alteration of share capital.
65	Unlimited company to provide for reserve share capital on conversion into limited company.
66	Reduction of share capital.
67	Restrictions on purchase by company or giving of loans by it for purchase of its shares.
68	Power of company to purchase its own securities.
69	Transfer of certain sums to capital redemption reserve account.
70	Prohibition for buy-back in certain circumstances.
71	Debentures
72	Power to nominate.
73	Prohibition on acceptance of deposits from public.
74	Repayment of deposits, etc., accepted before commencement of this Act.
75	Damages for fraud.
76	Acceptance of deposits from public by certain companies.
76A	Punishment for contravention of section 73 or section 76.
77	Duty to register charges, etc
78	Application for registration of charge
79	Section 77 to apply in certain matters.
80	Date of notice of charge.
81	Register of charges to be kept by Registrar.
82	Company to report satisfaction of charge
83	Power of Registrar to make entries of satisfaction and release in absence of intimation from company.
84	Intimation of appointment of receiver or manager.
85	Company‘s register of charges.
86	Punishment for contravention.
87	Rectification by Central Government in Register of charges.
88	Register of members, etc.
89	Declaration in respect of beneficial interest in any share
90	Register of significant beneficial owners in a Company.
91	Power to close register of members or debenture holders or other security holders
92	Annual return.
93	Omitted.
94	Place of keeping and inspection of registers, returns, etc.
95	Registers, etc., to be evidence.
96	Annual general meeting.
97	Power of Tribunal to call annual general meeting
98	Power of Tribunal to call meetings of members, etc
99	Punishment for default in complying with provisions of sections 96 to 98.
100	Calling of extraordinary general meeting.
101	Notice of meeting.
102	Statement to be annexed to notice
103	Quorum for meetings
104	Chairman of meetings.
105	Proxies
106	Restriction on voting rights.
107	Voting by show of hands.
108	Voting through electronic means.
109	Demand for poll.
110	Postal ballot.
111	Circulation of members‘ resolution.
112	Representation of President and Governors in meetings.
113	Representation of corporations at meeting of companies and of creditors.
114	Ordinary and special resolutions.
115	Resolutions requiring special notice
116	Resolutions passed at adjourned meeting
117	Resolutions and agreements to be filed.
118	. Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot.
119	Inspection of minute-books of general meeting
120	Maintenance and inspection of documents in electronic form.
121	Report on annual general meeting.
122	Applicability of this Chapter to One Person Company
123	Declaration of dividend
124	Unpaid Dividend Account
125	Investor Education and Protection Fund.
126	Right to dividend, rights shares and bonus shares to be held in abeyance pending registration of transfer of shares.
127	Punishment for failure to distribute dividends.
128	Books of account, etc., to be kept by company
129	Financial statement.
130	Re-opening of accounts on court‘s or Tribunal‘s orders
131	Voluntary revision of financial statements or Board‘s report
132	Constitution of National Financial Reporting Authority
133	Central Government to prescribe accounting standards
134	Financial statement, Board‘s report, etc.
135	Corporate Social Responsibility
136	Right of member to copies of audited financial statement
137	Copy of financial statement to be filed with Registrar
138	Internal Audit.
139	Appointment of auditors
140	Removal, resignation of auditor and giving of special notice.
169	Removal of directors
170	Register of directors and key managerial personnel and their shareholding.
171	Members‘ right to inspect.
309	Effect of voluntary winding up.
310	Appointment of Company Liquidator.
311	Power to remove and fill vacancy of Company Liquidator
312	Notice of appointment of Company Liquidator to be given to Registrar.
313	Cesser of Board‘s powers on appointment of Company Liquidator.
314	Powers and duties of Company Liquidator in voluntary winding up
322	Power to apply to Tribunal to have questions determined, etc.
323	Costs of voluntary winding up.
324	Debts of all descriptions to be admitted to proof
325	Application of insolvency rules in winding up of insolvent companies.
326	Overriding preferential payments.
327	Preferential payments.
328	Fraudulent preference
329	Transfers not in good faith to be void
330	Certain transfers to be void.
331	Liabilities and rights of certain persons fraudulently preferred.
332	Effect of floating charge.
333	Disclaimer of onerous property.
334	Transfers, etc., after commencement of winding up to be void.
335	Certain attachments, executions, etc., in winding up by Tribunal to be void
336	Offences by officers of companies in liquidation.
337	Penalty for frauds by officers.
338	Liability where proper accounts not kept
339	Liability for fraudulent conduct of business
340	Power of Tribunal to assess damages against delinquent directors, etc
341	Liability under sections 339 and 340 to extend to partners or directors in firms or companies
342	Prosecution of delinquent officers and members of company.
343	Company Liquidator to exercise certain powers subject to sanction.
344	Statement that company is in liquidation.
345	Books and papers of company to be evidence.
346	Inspection of books and papers by creditors and contributories.
3A	Members severally liable in certain cases.
417A	Qualifications, terms and conditions of service of Chairperson and Member.
446A	Factors for determining level of punishment.
446B	Lesser penalties for One Person Companies or small companies.
141	Eligibility, qualifications and disqualifications of auditors.
142	Remuneration of auditors.
143	Powers and duties of auditors and auditing standards.
144	Auditor not to render certain services.
145	Auditor to sign audit reports, etc.
146	Auditors to attend general meeting.
147	Punishment for contravention.
148	Central Government to specify audit of items of cost in respect of certain companies.
149	Company to have Board of Directors
150	Manner of selection of independent directors and maintenance of data bank of independent directors.
151	Appointment of director elected by small shareholders.
152	Appointment of directors
153	Application for allotment of Director Identification Number.
154	Allotment of Director Identification Number.
155	Prohibition to obtain more than one Director Identification Number.
156	Director to intimate Director Identification Number
157	Company to inform Director Identification Number to Registrar.
158	Obligation to indicate Director Identification Number.
159	Penalty for default of certain provisions
160	Right of persons other than retiring directors to stand for directorship.
161	Appointment of additional director, alternate director and nominee director.
162	Appointment of directors to be voted individually.
163	Option to adopt principle of proportional representation for appointment of directors.
164	Disqualifications for appointment of director.
165	Number of directorships.
166	Duties of directors.
167	Vacation of office of director.
168	Resignation of director.
172	Penalty.
173	Meetings of Board.
174	Quorum for meetings of Board
175	Passing of resolution by circulation
176	Defects in appointment of directors not to invalidate actions taken
177	Audit committee.
178	Nomination and Remuneration Committee and Stakeholders Relationship Committee.
179	Powers of Board.
180	Restrictions on powers of Board.
181	Company to contribute to bona fide and charitable funds, etc.
182	Prohibitions and restrictions regarding political contributions
183	Power of Board and other persons to make contributions to national defence fund, etc.
184	Disclosure of interest by director.
185	Loan to directors, etc
186	Loan and investment by company
187	Investments of company to be held in its own name.
188	Related party transactions.
189	Register of contracts or arrangements in which directors are interested
190	Contract of employment with managing or whole-time directors
191	Payment to director for loss of office, etc., in connection with transfer of undertaking, property or shares.
192	Restriction on non-cash transactions involving directors.
193	Contract by One Person Company.
194	Prohibition on forward dealings in securities of company by director or key managerial personnel
195	Prohibition on insider trading of securities.
196	Appointment of managing director, whole-time director or manager.
197	Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits.
198	Calculation of profits
199	Recovery of remuneration in certain cases
200	Central Government or company to fix limit with regard to remuneration
201	Forms of, and procedure in relation to, certain applications.
202	Compensation for loss of office of managing or whole-time director or manager.
203	Appointment of key managerial personnel.
204	Secretarial audit for bigger companies
205	Functions of company secretary.
206	Power to call for information, inspect books and conduct inquiries
207	Conduct of inspection and inquiry.
208	Report on inspection made.
209	Search and seizure.
210	Investigation into affairs of company.
211	Establishment of Serious Fraud Investigation Office
212	Investigation into affairs of company by Serious Fraud Investigation Office.
213	Investigation into company‘s affairs in other cases.
214	Security for payment of costs and expenses of investigation
215	Firm, body corporate or association not to be appointed as inspector
216	Investigation of ownership of company.
217	Procedure, powers, etc., of inspectors.
218	Protection of employees during investigation.
219	Power of inspector to conduct investigation into affairs of related companies, etc.
220	Seizure of documents by inspector
221	Freezing of assets of company on inquiry and investigation.
222	Imposition of restrictions upon securities.
223	Inspector‘s report.
224	Actions to be taken in pursuance of inspector‘s report.
225	Expenses of investigation
226	Voluntary winding up of company, etc., not to stop investigation proceedings
227	Legal advisers and bankers not to disclose certain information.
228	Investigation, etc., of foreign companies.
229	Penalty for furnishing false statement, mutilation, destruction of documents
230	Power to compromise or make arrangements with creditors and members
231	Power to Tribunal to enforce compromise or arrangement.
232	Merger and amalgamation of companies.
233	Merger or amalgamation of certain companies.
234	Merger or amalgamation of company with foreign company
235	Power to acquire shares of shareholders dissenting from scheme or contract approved by majority
236	Purchase of minority shareholding.
237	Power of Central Government to provide for amalgamation of companies in public interest.
238	Registration of offer of schemes involving transfer of shares.
239	Preservation of books and papers of amalgamated companies
240	Liability of officers in respect of offences committed prior to merger, amalgamation, etc.
241	Application to Tribunal for relief in cases of oppression, etc.
242	Powers of Tribunal.
243	Consequence of termination or modification of certain agreements.
244	Right to apply under section 241.
245	Class action
246	Application of certain provisions to proceedings under section 241 or section 245.
247	Valuation by registered valuers.
248	Power of Registrar to remove name of company from register of companies.
249	Restrictions on making application under section 248 in certain situations.
250	Effect of company notified as dissolved.
251	Fraudulent application for removal of name
252	Appeal to Tribunal.
253	Determination of sickness
254	Application for revival and rehabilitation
255	Exclusion of certain time in computing period of limitation.
256	Appointment of interim administrator.
257	Committee of creditors.
258	Order of Tribunal.
259	Appointment of administrator
260	Powers and duties of company administrator.
261	Scheme of revival and rehabilitation.
262	Sanction of scheme
263	Scheme to be binding
264	Implementation of scheme
265	Winding up of company on report of company administrator.
266	Power of Tribunal to assess damages against delinquent directors, etc.
267	Punishment for certain offences.
268	Bar of jurisdiction
269	Rehabilitation and Insolvency Fund.
270	Modes of winding up.
271	Circumstances in which company may be wound up by Tribunal.
272	Petition for winding up.
273	Powers of Tribunal.
274	Directions for filing statement of affairs
275	Company Liquidators and their appointments
276	Removal and replacement of liquidator
277	Intimation to Company Liquidator, provisional liquidator and Registrar
278	Effect of winding up order.
279	Stay of suits, etc., on winding up order.
280	Jurisdiction of Tribunal.
281	Submission of report by Company Liquidator
282	Directions of Tribunal on report of Company Liquidator.
283	Custody of company‘s properties
284	Promoters, directors, etc., to cooperate with Company Liquidator.
285	Settlement of list of contributories and application of assets.
286	Obligations of directors and managers.
287	Advisory Committee.
288	Submission of periodical reports to Tribunal.
289	Power of Tribunal on application for stay of winding up.
290	Powers and duties of Company Liquidator.
291	Provision for professional assistance to Company Liquidator
292	Exercise and control of Company Liquidator‘s powers.
293	Books to be kept by Company Liquidator
294	Audit of Company Liquidator‘s accounts.
295	Payment of debts by contributory and extent of set-off.
296	Power of Tribunal to make calls.
297	Adjustment of rights of contributories.
298	Power to order costs.
299	Power to summon persons suspected of having property of company, etc.
300	Power to order examination of promoters, directors, etc.
301	Arrest of person trying to leave India or abscond.
302	Dissolution of company by Tribunal.
303	Appeals from orders made before commencement of Act.
304	Circumstances in which company may be wound up voluntarily.
305	Declaration of solvency in case of proposal to wind up voluntarily.
306	Meeting of creditors.
307	Publication of resolution to wind up voluntarily.
308	Commencement of voluntary winding up.
315	Appointment of committees.
316	Company Liquidator to submit report on progress of winding up.
317	Report of Company Liquidator to Tribunal for examination of persons
318	Final meeting and dissolution of company
319	Power of Company Liquidator to accept shares, etc., as consideration for sale of property of company
320	Distribution of property of company
321	Arrangement when binding on company and creditors.
347	Disposal of books and papers of company
348	Information as to pending liquidations.
349	Official Liquidator to make payments into public account of India.
350	Company Liquidator to deposit monies into scheduled bank
351	Liquidator not to deposit monies into private banking account.
352	Company Liquidation Dividend and Undistributed Assets Account
353	Liquidator to make returns, etc.
354	Meetings to ascertain wishes of creditors or contributories
355	Court, tribunal or person, etc., before whom affidavit may be sworn.
356	Power of Tribunal to declare dissolution of company void.
357	Commencement of winding up by Tribunal.
358	Exclusion of certain time in computing period of limitation.
359	Appointment of Official Liquidator
360	Powers and functions of Official Liquidator.
361	Summary procedure for liquidation.
362	Sale of assets and recovery of debts due to company.
363	Settlement of claims of creditors by Official Liquidator.
364	Appeal by creditor
365	Order of dissolution of company
366	Companies capable of being registered
367	Certificate of registration of existing companies
368	Vesting of property on registration.
369	Saving of existing liabilities
370	Continuation of pending legal proceedings.
371	Effect of registration under this Part.
372	Power of Court to stay or restrain proceedings
373	Suits stayed on winding up order
374	Obligations of companies registering under this Part
375	Winding up of unregistered companies
376	Power to wind up foreign companies although dissolved.
377	Provisions of Chapter cumulative
378	Saving and construction of enactments conferring power to wind up partnership firm, association or company, etc., in certain cases.
379	Application of Act to foreign companies
380	Documents, etc., to be delivered to Registrar by foreign companies.
381	Accounts of foreign company.
382	Display of name, etc., of foreign company
383	Service on foreign company.
384	Debentures, annual return, registration of charges, books of account and their inspection.
385	Fee for registration of documents.
386	Interpretation
387	Dating of prospectus and particulars to be contained therein.
388	Provisions as to expert‘s consent and allotment.
389	Registration of prospectus.
390	Offer of India Depository Receipts
391	Application of sections 34 to 36 and Chapter XX
392	Punishment for contravention
393	Company‘s failure to comply with provisions of this Chapter not to affect validity or contracts, etc
394	Annual reports on Government companies.
395	Annual reports where one or more State Governments are members of companies.
396	Registration offices.
397	Admissibility of certain documents as evidence.
398	Provisions relating to filing of applications, documents, inspection, etc., in electronic form.
399	Inspection, production and evidence of documents kept by Registrar
400	Electronic form to be exclusive, alternative or in addition to physical form.
401	Provision of value added services through electronic form
402	Application of provisions of Information Technology Act, 2000.
403	Fee for filing, etc
404	Fees, etc., to be credited into public account.
405	Power of Central Government to direct companies to furnish information or statistics.
406	Provision relating to Nidhis and its application, etc.
407	Definitions
408	Constitution of National Company Law Tribunal.
409	Qualification of President and Members of Tribunal
410	Constitution of Appellate Tribunal.
411	Qualifications of Chairperson and members of Appellate Tribunal.
412	Selection of Members of Tribunal and Appellate Tribunal.
413	Term of office of President, Chairperson and other Members
414	Salary, allowances and other terms and conditions of service of Members.
415	Acting President and Chairperson of Tribunal or Appellate Tribunal.
416	Resignation of Members.
417	Removal of Members.
418	Staff of Tribunal and Appellate Tribunal
419	Benches of Tribunal.
420	Orders of Tribunal.
421	Appeal from orders of Tribunal
422	Expeditious disposal by Tribunal and Appellate Tribunal
423	Appeal to Supreme Court.
424	Procedure before Tribunal and Appellate Tribunal.
425	Power to punish for contempt.
426	Delegation of powers
427	President, Members, officers, etc., to be public servants
428	Protection of action taken in good faith.
429	Power to seek assistance of Chief Metropolitan Magistrate, etc.
430	Civil court not to have jurisdiction.
431	Vacancy in Tribunal or Appellate Tribunal not to invalidate acts or proceedings.
432	Right to legal representation.
433	Limitation.
434	Transfer of certain pending proceedings
435	Establishment of Special Courts
436	Offences triable by Special Courts.
437	Appeal and revision.
438	Application of Code to proceedings before Special Court.
439	Offences to be non-cognizable.
440	Transitional provisions.
441	Compounding of certain offences.
442	Mediation and Conciliation Panel.
443	Power of Central Government to appoint company prosecutors
444	Appeal against acquittal.
445	Compensation for accusation without reasonable cause.
446	Application of fines.
447	Punishment for fraud
448	Punishment for false statement.
449	Punishment for false evidence.
450	Punishment where no specific penalty or punishment is provided.
451	Punishment in case of repeated default
452	Punishment for wrongful withholding of property
453	Punishment for improper use of ―Limited‖ or ―Private Limited‖.
454	Adjudication of penalties.
455	Dormant company.
456	Protection of action taken in good faith.
457	Non-disclosure of information in certain cases.
458	Delegation by Central Government of its powers and functions.
459	Power of Central Government of Tribunal to accord approval, etc., subject to conditions and to prescribe fees on applications
460	Condonation of delay in certain cases
461	Annual report by Central Government
462	Power to exempt class or classes of companies from provisions of this Act.
463	Power of court to grant relief in certain cases.
464	Prohibition of association or partnership of persons exceeding certain number.
465	Repeal of certain enactments and savings.
466	Dissolution of Company Law Board and consequential provisions.
467	Power of Central Government to amend Schedules.
468	Power of Central Government to make rules relating to winding up.
469	Power of Central Government to make rules.
470	Power to remove difficulties.
10A	Commencement of business, etc.
454A	Penalty for repeated default.
129A	Periodical financial results.
393A	Exemptions under this Chapter.
418A	Benches of Appellate Tribunal.
378A	Definitions
378B	Objects of producer company.
378C	Formation of Producer Company and its registration.
378D	Membership and voting rights of Members of Producer Company
378E	Benefits to Members.
378F	Memorandum of Producer Company.
378G	Articles of association.
378H	Amendment of memorandum.
378-I	Amendment of articles.
378J	Option to inter-State co-operative societies to become Producer Companies.
378K	Effect of incorporation of Producer Company.
378L	Vesting of undertaking in Producer Company.
378M	Concession, etc., to be deemed to have been granted to Producer Company
378N	Provisions in respect of officers and other employees of inter-State co-operative society.
378-O	Number of directors.
378P	Appointment of directors.
378Q	Vacation of office by directors.
378R	Powers and functions of Board.
378S	Matters to be transacted at general meeting.
378T	Liability of directors.
378U	Committee of directors.
378V	Meetings of Board and quorum.
378W	Chief Executive and his functions.
378X	Secretary of Producer Company
378Y	Quorum
378Z	Voting rights.
378ZA	Annual general meetings.
378ZB	Share capital.
378ZC	Special user rights.
378ZD	Transferability of shares and attendant rights.
378ZE	Books of account
378ZF	Internal audit.
378ZG	Duties of auditor under this Chapter
378ZH	Donation or subscription by Producer Company.
378Z-I	General and other reserves.
378ZJ	Issue of bonus shares.
378ZK	Loan, etc., to Members.
378ZL	Investment in other companies, formation of subsidiaries, etc.
378ZM	Penalty for contravention.
378ZN	Amalgamation, merger or division, etc., to form new Producer Companies.
378Z-O	Disputes.
378ZP	Strike off name of Producer Company.
378ZQ	Provisions of this Chapter to override other laws.
378ZR	Application of provisions relating to private companies.
378ZS	Re-conversion of Producer Company to inter-State co-operative society.
378ZT	Power to modify Act in its application to Producer Companies
378ZU	Power to make rules.