THE COMPANIES ACT, 2013

2013 · State unknown · central · act_text

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Sections (1390)

42 · Issue of shares on private placement basis.

76 · Acceptance of deposits from public by certain companies.

76A · Punishment for contravention of section 73 or section 76.

77 · to apply in certain matters.

129A · Periodical financial results.

149 · Company to have Board of Directors.

206 · Power to call for information, inspect books and conduct inquiries.

230 · Power to compromise or make arrangements with creditors and members.

247 · Valuation by registered valuers.

313 · [Omitted.].

314 · [Omitted.]. 315. [Omitted.]. 316. [Omitted.]. 317. [Omitted.]. 318. [Omitted.]. 319. [Omitted.]. 320. [Omitted.]. 321. [Omitted.]. 322. [Omitted.]. 323. [Omitted.].

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.

378F · Memorandum of Producer Company.

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.

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.

378P · Appointment of directors.

378Q · Vacation of office by directors.

378R · Powers and functions of Board.

378S · Matters to be transacted at general meeting.

378V · Meetings of Board and quorum.

378W · Chief Executive and his functions.

378X · Secretary of Producer Company.

378Z · Voting rights.

378Z · -I. General and other reserves.

378Z · -O. Disputes.

394 · Annual reports on Government companies.

395 · Annual reports where one or more State Governments are members of companies.

405 · Power of Central Government to direct companies to furnish information or statistics.

406 · Provision relating to Nidhis and its application, etc .

417A · Qualifications, terms and conditions of service of Chairperson and Member.

446A · Factors for determining level of punishment.

446B · Lesser penalties for certain companies.

454A · Penalty for repeated default.

1 · Short title, extent, commencement and application.—(1) This Act may be called the Companies Act, 2013.

18 · th October, 2017-S. 247, vide notification No. S.O. 3393(E), dated 18 th October, 2017, see Gazette of India, Extraordinary Part II, sec. 3(ii).

21 · st December, 2020-S. 1, 3,6 to 10 (both inclusive), s. 12 to 17 (both inclusive), clauses (a) and (b) of s. 18, s. 19 to 21 (both inclusive), clause (i) of s. 22, 24,26, 28 to 31 (both inclusive), s. 33 to 39 (both inclusive), s. 41 to 44 (both inclusive), s. 46 to 51 (both inclusive), s. 54, 57, 61 and 63, vide notification No. S.O. 4646(E), dated 21 st December, 2020, see Gazette of India, Extraordinary, Part II, sec. 3 (ii).

22 · nd January, 2021- Sections . 2 , 11, clause (c) of sec. 18, Clause (ii) Sec. 22, Sections. 25, 27, 53, 55, 58, 60, 59, 62, 64, 65 , vide notification No. S.O. 325(E), dated 21 st January, 2021 , see Gazette of India, Extraordinary, Part II, sec. 3 (ii).

11 · th February, 2021- Sections . 52 & 66, vide notification No. S.O. 644(E), dated 11 th February, 2021 , see Gazette of India, Extraordinary, Part II, sec. 3 (ii).

18 · th March, 2021-Sections . 32 & 40 , vide notification No. S.O. 1255(E), dated 18 th March, 2021 , see Gazette of India, Extraordinary, Part II, sec. 3 (ii).

1 · st September, 2021-Section . 4 , vide notification No. S.O. 2904(E), dated 22 nd July, 2021 , see Gazette of India, Extraordinary, Part II, sec. 3 (ii).

1 · st July, 2022-Section . 56, vide notification No. S.O. 148(E), dated 11 th January, 2022 , see Gazette of India, Extraordinary, Part II, sec. 3 (ii).

30 · th October, 2023-Section . 5 , vide notification No. S.O. 4744(E), dated 30 th October, 2023 , see Gazette of India, Extraordinary, Part II, sec. 3 (ii).

2 · Definitions. — In this Act, unless the context otherwise requires,—

1 · [Explanation . — For the purpose of this clause,—

1 · . The Explanation subs. by Act 1 of 2018, s. 2 (w.e.f. 7-5-2018).

1 · [(23) " Company Liquidator " means a person appointed by the Tribunal as the Company Liquidator in accordance with the provisions of section 275 for the winding up of a company under this Act;]

1 · Subs. by Act 31 of 2016, s. 255 and the Eleventh Schedule, for clause (23) (w.e.f. 15-11-2016).

1 · [(28) " Cost Accountant " means a cost accountant as defined in clause (b) of sub-section (1) of section 2 of the Cost and Works Accountants Act, 1959 (23 of 1959) and who holds a valid certificate of practice under sub -section (1) of section 6 of that Act;]

2 · [Provided that—

1 · Subs. by Act 1 of 2018, s. 2, for clause (28) (w.e.f. 9-2-2018).

2 · . The Proviso ins. by s. 2 , ibid . (w.e.f. 9-2-2018).

1 · [Provided that where a company or body corporate, which is a holding company or a subsidiary or associate company of a company incorporated outside India and is required to follow a different financial year for consolidation of its accounts outside India, the Central Government may, on an application made by that company or body corporate in such form and manner as may be prescribed, allow any period as its financial year, whether or not that period is a year:

2 · [Provided also that] a company or body corporate, existing on the commencement of this Act, shall, within a period of two years from such commencement, align its financial year as per the provisions of this clause;

1 · The proviso subs. by Act 22 of 2019, s. 2 (w.e.f. 2-11-2018).

2 · Subs. by s. 2, ibid., for “Provided further that” (w.e.f. 2-11-2018).

1 · [Explanation.—For the purposes of this clause, the expression " company " includes any body corporate;]

4 · [(v) such other officer, not more than one level below the directors who is in whole -time employment, designated as key managerial personnel by the Board; and

5 · [Provided that such class of companies, which have listed or intend to list such class of securities, as may be prescribed in consultation with the Securities and Exchange Board, shall not be considered as listed companies.]

1 · The Explanation ins . by Act 1 of 2018, s. 2 (w.e.f. 9-2-2018).

2 · Clause (49) omitted by s. 2, ibid. (w.e.f. 9-2-2018).

3 · The word “and” omitted by s. 2, ibid. (w.e.f. 9-2-2018).

4 · Subs. by s. 2, ibid., for sub-clause (v) (w.e.f. 9-2-2018).

5 · The Proviso ins. by Act 29 of 2020, s. 2 (w.e.f. 22-1-2021).

1 · Subs. by Act 1 of 2018, s. 2, for “and securities premium account” (w.e.f. 9-2-2018).

1 · The words “of one lakh rupees or such higher paid-up share capital” omitted by Act 21 of 2015, s. 2 (w.e.f. 29-5-2015).

1 · Ins. by Act 1 of 2018, s. 2 (w.e.f. 9-2-2018).

2 · . The words "of five lakh rupees or such higher paid-up capital," omitted by Act 21 of 2015, s. 2 (w.e.f. 29-5-2015).

3 · [(viii) any body corporate which is—

1 · Ins. by S.O. 1894 (E), dated 24th July, 2014.

2 · . Subs. by S.O. 1820 (E), dated 9th July, 2014 for "or holds" .

3 · Subs. by Act 1 of 2018, s. 2, for sub-clause (viii) (w.e.f. 9-2-2018).

1 · Subs. by Act 1 of 2018, s. 2, for “five crore rupees” (w.e.f. 9-2-2018).

2 · Subs. by notification No. S.O. 504(E), dated 13th February, 2015 , for word "or" (w.e . f. 13 -2 -2015).

3 · Subs. by Act 1 of 2018, s. 2, for “as per its last profit and loss account” (w.e.f. 9-2-2018).

4 · Subs. by s. 2, ibid., for “twenty crore rupees”(w.e.f. 9-2-2018).

5 · Subs. by s. 2, ibid., for “total share capital” (w.e.f. 7-5-2018).

1 · [(91) " turnover " means gross amount of revenue recognised in the profit and loss account from the sale, supply, or distribution of goods or on account of services rendered, or both, by a company during a financial year;]

2 · [(94A) " winding up " means winding up under this Act or liquidation under the Insolvency and Bankruptcy Code, 2016 (31 of 2016), as applicable;]

3 · Formation of company.—(1) A company may be formed for any lawful purpose by—

1 · Subs. by Act 1 of 2018, s. 2, for clause (91) (w.e.f. 9-2-2018).

2 · Ins. by Act 31 of 2016, s. 255 and the Eleventh Schedule (w.e.f. 15-11-2016).

1 · [3A. Members severally liable in certain cases.-If at any time the number of members of a company is reduced, in the case of a public company, below seven, in the case of a private company, below two, and the company carries on business for more than six months while the number of members is so reduced, every person who is a member of the company during the time that it so carries on business after those six months and is cognisant of the fact that it is carrying on business with less than seven members or two members, as the case may be, shall be severally liable for the payment of the whole debts of the company contracted during that time, and may be severally sued therefor.]

4 · Memorandum. — (1) The memorandum of a company shall state—

1 · Ins. by Act 1 of 2018, s. 3 (w.e.f. 9-2-2018).

5 · Articles. — (1) The articles of a company shall contain the regulations for management of the company.

1 · Subs. by Act 1 of 2018, s. 4, for clause (i) (w.e.f. 26-1-2018).

6 · Act to override memorandum, articles, etc.—Save as otherwise expressly provided in this Act—

7 · Incorporation of company.—(1) There shall be filed with the Registrar within whose jurisdiction the registered office of a company is proposed to be situated, the following documents and information for registration, namely:—

1 · Subs. by Act 1 of 2018, s. 5, for “an affidavit” (w.e.f. 27-7-2018).

8 · Formation of companies with charitable objects, etc.—(1) Where it is proved to the satisfaction of the Central Government that a person or an association of persons proposed to be registered under this Act as a limited company—

9 · Effect of registration.—From the date of incorporation mentioned in the certificate of incorporation, such subscribers to the memorandum and all other persons, as may, from time to time, become members

1 · Subs. by Act 31 of 2016, s. 255 and the Eleventh Schedule, for "the Rehabilitation and Insolvency Fund formed under section 269" (w.e.f. 15-11-2016).

2 · The words "with imprisonment for a term which may extend to three years or" omitted by Act 29 of 2020, s. 3 (w.e.f. 21-122020).

3 · Subs. by Act 29 of 2020, s. 3, for “twenty-five lakh rupees, or with both” (w.e.f. 21-12-2020).

10 · Effect of memorandum and articles. — (1) Subject to the provisions of this Act, the memorandum and articles shall, when registered, bind the company and the members thereof to the same extent as if they respectively had been signed by the company and by each member, and contained covenants on its and his part to observe all the provisions of the memorandum and of the articles.

2 · [10A. Commencement of business, etc.—(1) A company incorporated after the commencement of the Companies (Amendment) Act, 2019 and having a share capital shall not commence any business or exercise any borrowing powers unless—

11 · [Commencement of business, etc.] Omitted by the Companies (Amendment) Act, 2015 (21 of 2015), s. 4 (w.e.f. 29-5-2015).

12 · Registered office of company.—(1) A company shall, 3 3 [within thirty days of its incorporation] and at all times thereafter, have a registered office capable of receiving and acknowledging all communications and notices as may be addressed to it.

4 · [(b) have its name engraved in legible characters on its seal, if any;]

1 · The words “and a common seal” omitted by Act 21 of 2015, s. 3 (w.e.f. 29-5-2015).

2 · Ins. by Act 22 of 2019, s. 3 (w.e.f. 2-11-2018).

3 · Subs. by Act 1 of 2018, s. 6, for “on and from the fifteenth day of its incorporation”(w.e.f. 27-7-2018).

4 · Subs. by Act 21 of 2015, s. 5, for clause (b) (w.e.f. 29-5-2015).

2 · [(9) If the Registrar has reasonable cause to believe that the company is not carrying on any business or operations, he may cause a physical verification of the registered office of the company in such manner as may be prescribed and if any default is found to be made in complying with the requirements of subsection (1), he may without prejudice to the provisions of sub-section (8), initiate action for the removal of the name of the company from the register of companies under Chapter XVIII.]

13 · Alteration of memorandum. — (1) Save as provided in section 61, a company may, by a special resolution and after complying with the procedure specified in this section, alter the provisions of its memorandum.

1 · Subs. by Act 1 of 2018, s. 6, for “within fifteen days” (w.e.f. 27-7-2018).

2 · Ins. by Act 22 of 2019, s. 4 (w.e.f. 2-11-2018).

14 · Alteration of articles. — (1) Subject to the provisions of this Act and the conditions contained in its memorandum, if any, a company may, by a special resolution, alter its articles including alterations having the effect of conversion of—

1 · [Provided further that any alteration having the effect of conversion of a public company into a private company shall not valid unless it its approved by an order of the Central Government on an application made in such form and manner as may be prescribed:

15 · Alteration of memorandum or articles to be noted in every copy.—(1) Every alteration made in the memorandum or articles of a company shall be noted in every copy of the memorandum or articles, as the case may be.

16 · Rectification of name of company.—(1) If, through inadvertence or otherwise, a company on its first registration or on its registration by a new name, is registered by a name which,—

4 · [(3) If a company is in default in complying with any direction given under sub-section (1), the Central Government shall allot a new name to the company in such manner as may be prescribed and the Registrar shall enter the new name in the register of companies in place of the old name and issue a fresh certificate of incorporation with the new name, which the company shall use thereafter:

17 · Copies of memorandum, articles, etc., to be given to members.—(1) A company shall, on being so requested by a member, send to him within seven days of the request and subject to the payment of such fees as may be prescribed, a copy of each of the following documents, namely:—

1 · Subs. by Act 22 of 2019, s. 5, for the Proviso (w.e.f. 2-11-2018).

2 · Subs. by s. 5, ibid., for “Tribunal” (w.e.f. 2-11-2018).

3 · Subs. by Act 29 of 2020, s. 4, for “period of six months” (w.e.f.1-9-2021).

4 · Subs. by s. 4, ibid., for sub-section (3) (w.e.f. 1-9-2021).

18 · Conversion of companies already registered.—(1) A company of any class registered under this Act may convert itself as a company of other class under this Act by alteration of memorandum and articles of the company in accordance with the provisions of this Chapter.

19 · Subsidiary company not to hold shares in its holding company.—(1) No company shall, either by itself or through its nominees, hold any shares in its holding company and no holding company shall allot or transfer its shares to any of its subsidiary companies and any such allotment or transfer of shares of a company to its subsidiary company shall be void:

20 · Service of documents. — (1) A document may be served on a company or an officer thereof by sending it to the company or the officer at the registered office of the company by registered post or by speed post or by courier service or by leaving it at its registered office or by means of such electronic or other mode as may be prescribed:

21 · Authentication of documents, proceedings and contracts.—Save as otherwise provided in this Act,—

22 · Execution of bills of exchange, etc.—(1) A bill of exchange, hundi or promissory note shall be deemed to have been made, accepted, drawn or endorsed on behalf of a company if made, accepted, drawn, or endorsed in the name of, or on behalf of or on account of, the company by any person acting under its authority, express or implied.

3 · [Provided that in case a company does not have a common seal, the authorisation under this sub -section shall be made by two directors or by a director and the Company Secretary, wherever the company has appointed a Company Secretary.]

23 · Public offer and private placement.—(1) A public company may issue securities—

5 · [(3) Such class of public companies may issue such class of securities for the purposes of listing on permitted stock exchanges in permissible foreign jurisdictions or such other jurisdictions, as may be prescribed.

24 · Power of Securities and Exchange Board to regulate issue and transfer of securities, etc. — (1) The provisions contained in this Chapter, Chapter IV and in section 127 shall,—

1 · Subs. by Act 1 of 2018, s. 7, for “an officer of the company” (w.e.f. 9-2-2018).

2 · Subs. by Act 21 of 2015, s. 6, for “under its common seal” (w.e.f. 29-5-2015).

3 · The proviso ins. by s. 6, ibid. (w.e.f. 29-5-2015).

4 · The words “and have the effect as if it were made under its common seal” omitted by s. 6, ibid. (w.e.f. 29-5-2015).

5 · Ins. by Act 29 of 2020, s. 5, (w.e.f. 30-10-2023).

1 · Clauses (a), (b) and (d) omitted by Act 1 of 2018, s. 8 (w.e.f. 7-5-2018).

2 · Subs. by Act 22 of 2019, s. 6, for “registration” (w.e.f. 15-8-2019).

3 · Sub -section (7) omitted by s. 6, ibid. (w.e.f. 15-8-2019).

4 · The words "with imprisonment for a term which may extend to three years or" omitted by Act 29 of 2020, s. 6 (w.e.f. 21-122020).

5 · Subs. by s. 6, ibid., for “three lakh rupees, or with both” (w.e.f. 21-12-2020).

32 · Red herring prospectus.—(1) A company proposing to make an offer of securities may issue a red herring prospectus prior to the issue of a prospectus.

33 · Issue of application forms for securities.—(1) No form of application for the purchase of any of the securities of a company shall be issued unless such form is accompanied by an abridged prospectus:

34 · Criminal liability for mis-statements in prospectus.—Where a prospectus, issued, circulated or distributed under this Chapter, includes any statement which is untrue or misleading in form or context in which it is included or where any inclusion or omission of any matter is likely to mislead, every person who authorises the issue of such prospectus shall be liable under section 447:

35 · Civil liability for mis-statements in prospectus.—(1) Where a person has subscribed for securities of a company acting on any statement included, or the inclusion or omission of any matter, in the prospectus

1 · [(c) that, as regards every misleading statement purported to be made by an expert or contained in what purports to be a copy of or an extract from a report or valuation of an expert, it was a correct and fair representation of the statement, or a correct copy of, or a correct and fair extract from, the report or valuation; and he had reasonable ground to believe and did up to the time of the issue of the prospectus believe, that the person making the statement was competent to make it and that the said person had given the consent required by sub-section (5) of section 26 to the issue of the prospectus and had not withdrawn that consent before 2 [filing of a copy of the prospectus with the Registrar] or, to the defendant's knowledge, before allotment thereunder.]

36 · Punishment for fraudulently inducing persons to invest money. —Any person who, either knowingly or recklessly makes any statement, promise or forecast which is false, deceptive or misleading, or deliberately conceals any material facts, to induce another person to enter into, or to offer to enter into,—

37 · Action by affected persons.—A suit may be filed or any other action may be taken under section 34 or section 35 or section 36 by any person, group of persons or any association of persons affected by any misleading statement or the inclusion or omission of any matter in the prospectus.

38 · Punishment for personation for acquisition, etc., of securities.—(1) Any person who—

1 · Ins. by Act 1 of 2018, s. 9 (w.e.f. 9-2-2018).

2 · Subs. by Act 22 of 2019, s. 8, for “delivery of a copy of the prospectus for registration” (w.e.f. 15-8-2019).

39 · Allotment of securities by company.—(1) No allotment of any securities of a company offered to the public for subscription shall be made unless the amount stated in the prospectus as the minimum amount has been subscribed and the sums payable on application for the amount so stated have been paid to and received by the company by cheque or other instrument.

40 · Securities to be dealt with in stock exchanges.—(1) Every company making public offer shall, before making such offer, make an application to one or more recognised stock exchange or exchanges and obtain permission for the securities to be dealt with in such stock exchange or exchanges.

41 · Global depository receipt.—A company may, after passing a special resolution in its general meeting, issue depository receipts in any foreign country in such manner, and subject to such conditions, as may be prescribed.

3 · [42. Issue of shares on private placement basis.—(1) A company may, subject to the provisions of this section, make a private placement of securities.

1 · The words "with imprisonment for a term which may extend to one year or" omitted by Act 29 of 2020, s. 7 (w.e.f. 21-122020).

2 · Subs. by s. 7, ibid., for “three lakh rupees, or with both” (w.e.f. 21-12-2020).

3 · . Subs. by Act 1 of 2018, s. 10 (w.e.f. 7-8-2018).

43 · Kinds of share capital.—The share capital of a company limited by shares shall be of two kinds, namely:—

44 · Nature of shares or debentures. — The shares or debentures or other interest of any member in a company shall be movable property transferable in the manner provided by the articles of the company.

45 · Numbering of shares.—Every share in a company having a share capital shall be distinguished by its distinctive number:

46 · Certificate of shares. — (1) A certificate, 1 [issued under the common seal, if any, of the company or signed by two directors or by a director and the Company Secretary, wherever the company has appointed a Company Secretary], specifying the shares held by any person, shall be prima facie evidence of the title of the person to such shares.

47 · Voting rights.—(1) Subject to the 2 2 [provisions of section 43, sub-section (2) of section 50 and subsection (1) of section 188],—

1 · Subs. by Act 21 of 2015, s. 7, for “issued under the common seal of the company” (w.e.f. 29-5-2015).

2 · Subs. by Act 1 of 2018, s. 11, for “provisions of section 43 and sub-section (2) of section 50” (w.e.f. 9-2-2018).

48 · Variations of shareholders' rights.—(1) Where a share capital of the company is divided into different classes of shares, the rights attached to the shares of any class may be varied with the consent in writing of the holders of not less than three-fourths of the issued shares of that class or by means of a special resolution passed at a separate meeting of the holders of the issued shares of that class,—

49 · Calls on shares of same class to be made on uniform basis. — Where any calls for further share capital are made on the shares of a class, such calls shall be made on a uniform basis on all shares falling under that class.

50 · Company to accept unpaid share capital, although not called up.—(1) A company may, if so authorised by its articles, accept from any member, the whole or a part of the amount remaining unpaid on any shares held by him, even if no part of that amount has been called up.

51 · Payment of dividend in proportion to amount paid-up.—A company may, if so authorised by its articles, pay dividends in proportion to the amount paid-up on each share.

1 · Sub -section (5) omitted by Act 29 of 2020, s. 8 (w.e.f. 21-12-2020).

52 · Application of premiums received on issue of shares.—(1) Where a company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount of the premium received on those shares shall be transferred to a " securities premium account " and the provisions of this Act relating to reduction of share capital of a company shall, except as provided in this section, apply as if the securities premium account were the paid-up share capital of the company.

53 · Prohibition on issue of shares at discount. — (1) Except as provided in section 54, a company shall not issue shares at a discount.

2 · [(2A) Notwithstanding anything contained in sub-sections (1) and (2), a company may issue shares at a discount to its creditors when its debt is converted into shares in pursuance of any statutory resolution plan or debt restructuring scheme in accordance with any guidelines or directions or regulations specified by the Reserve Bank of India under the Reserve Bank of India Act, 1934 (2 of 1934) or the Banking (Regulation) Act, 1949 (10 of 1949).]

3 · [(3) Where any company fails to comply with the provisions of this section, such company and every officer who is in default shall be liable to a penalty which may extend to an amount equal to the amount raised through the issue of shares at a discount of five lakh rupees, whichever is less, and the company shall also be liable to refund all monies received with interest at the rate of twelve per cent. per annum from the date of issue of such shares to the persons to whom such shares have been issued.]

54 · Issue of sweat equity shares.—(1) Notwithstanding anything contained in section 53, a company may issue sweat equity shares of a class of shares already issued, if the following conditions are fulfilled, namely:—

1 · Subs. by Act 1 of 2018, s. 12, for “discounted price” (w.e.f. 9-2-2018).

2 · Ins. by s. 12 , ibid . (w.e.f. 9-2-2018).

3 · Subs. by Act 22 of 2019, s. 9, for sub-section (3) (w.e.f. 2-11-2018).

55 · Issue and redemption of preference shares.—(1) No company limited by shares shall, after the commencement of this Act, issue any preference shares which are irredeemable.

1 · . Clause (c) omitted by Act 1 of 2018, s. 13 (w.e.f. 7-5-2018).

1 · [(6) Where any default is made in complying with the provisions of sub-sections (1) to (5), the company and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees . ]

57 · Punishment for personation of shareholder.—If any person deceitfully personates as an owner of any security or interest in a company, or of any share warrant or coupon issued in pursuance of this Act, and thereby obtains or attempts to obtain any such security or interest or any such share warrant or coupon, or receives or attempts to receive any money due to any such owner, he shall be punishable with imprisonment for a term which shall not be less than one year but which may extend to three years and with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees.

58 · Refusal of registration and appeal against refusal.—(1) If a private company limited by shares refuses, whether in pursuance of any power of the company under its articles or otherwise, to register the transfer of, or the transmission by operation of law of the right to, any securities or interest of a member in the company, it shall within a period of thirty days from the date on which the instrument of transfer, or the intimation of such transmission, as the case may be, was delivered to the company, send notice of the refusal to the transfer or and the transferee or to the person giving intimation of such transmission, as the case may be, giving reasons for such refusal.

59 · Rectification of register of members.—(1) If the name of any person is, without sufficient cause, entered in the register of members of a company, or after having been entered in the register, is, without sufficient cause, omitted there from, or if a default is made, or unnecessary delay takes place in entering in the register, the fact of any person having become or ceased to be a member, the person aggrieved, or any member of the company, or the company may appeal in such form as may be prescribed, to the Tribunal,

1 · Subs. by Act 29 of 2020, s. 9, for sub-section (6) (w.e.f. 21-12-2020).

60 · Publication of authorised, subscribed and paid-up capital.—(1) Where any notice, advertisement or other official publication, or any business letter, billhead or letter paper of a company contains a statement of the amount of the authorised capital of the company, such notice, advertisement or other official publication, or such letter, billhead or letter paper shall also contain a statement, in an equally prominent position and in equally conspicuous characters, of the amount of the capital which has been subscribed and the amount paid-up.

61 · Power of limited company to alter its share capital.—(1) A limited company having a share capital may, if so authorised by its articles, alter its memorandum in its general meeting to—

62 · Further issue of share capital.—(1) Where at any time, a company having a share capital proposes to increase its subscribed capital by the issue of further shares, such shares shall be offered—

1 · Sub -section (5) omitted by Act 29 of 2020, s. 10 (w.e.f. 21-12-2020).

3 · [(2) The notice referred to in sub-clause (i) of clause (a) of sub-section (1) shall be dispatched through registered post or speed post or through electronic mode or courier or any other mode having proof of delivery to all the existing shareholders at least three days before the opening of the issue.]

1 · Ins. by Act 29 of 2020, s. 11 (w.e.f. 22-1-2021).

2 · Subs. by Act 1 of 2018, s. 14, for “of a registered valuer subject to such conditions as may be prescribed” (w.e.f. 9-2-2018).

3 · Subs. by s. 14, ibid., for sub-section (2) (w.e.f. 9-2-2018).

63 · Issue of bonus shares. — (1) A company may issue fully paid-up bonus shares to its members, in any manner whatsoever, out of—

64 · Notice to be given to Registrar for alteration of share capital.—(1) Where—

1 · [(2) where any company fails to comply with the provisions of sub-section (1), such company rupees and every officer who is in default shall be liable to a penalty of 2 [five hundred rupees] for each day during which such default continues, 3 [subject to a maximum of five lakh rupees in case of a company and one lakh rupees in case of an officer who is in default].]

65 · Unlimited company to provide for reserve share capital on conversion into limited company. —A —An unlimited company having a share capital may, by a resolution for registration as a limited company under this Act, do either or both of the following things, namely—

1 · Subs. by Act 22 of 2019, s. 10, for sub-section (2) (w.e.f. 2-11-2018).

2 · Subs. by Act 29 of 2020, s. 12, for “one thousand rupees” (w.e.f. 21-12-2020).

3 · Subs. by s. 12, ibid., for “or five lakh rupees whichever is less” (w.e.f. 21-12-2020).

66 · . Reduction of share capital.—(1) Subject to confirmation by the Tribunal on an application by the company, a company limited by shares or limited by guarantee and having a share capital may, by a special resolution, reduce the share capital in any manner and in particular, may—

1 · Subs. by Act 31 of 2016, s. 255 and the Eleventh Schedule, for "is unable , within the meaning of sub-section (2) of section 271, to pay the amount of his debt or claim," (w.e.f. 15-11-2016).

67 · Restriction on purchase by company or giving of loans by it for purchase of its shares.—(1) No company limited by shares or by guarantee and having a share capital shall have power to buy its own shares unless the consequent reduction of share capital is effected under the provisions of this Act.

1 · Sub -section (11) omitted by Act 29 of 2020, s. 13 (w.e.f. 21-12-2020).

68 · Power of company to purchase its own securities.—(1) Notwithstanding anything contained in this Act, but subject to the provisions of sub-section (2), a company may purchase its own shares or other specified securities (hereinafter referred to as buy-back) out of—

69 · Transfer of certain sums to capital redemption reserve account.—(1) Where a company purchases its own shares out of free reserves or securities premium account, a sum equal to the nominal

1 · The words "with imprisonment for a term which may extend to three years or" omitted by Act 29 of 2020, s. 14 (w.e.f. 21-122020).

2 · Subs. by s. 14, ibid., for “three lakh rupees, or with both” (w.e.f. 21-12-2020).

70 · Prohibition for buy-back in certain circumstances.—(1) No company shall directly or indirectly purchase its own shares or other specified securities—

71 · Debentures. — (1) A company may issue debentures with an option to convert such debentures into shares, either wholly or partly at the time of redemption:

72 · Power to nominate. — (1) Every holder of securities of a company may, at any time, nominate, in the prescribed manner, any person to whom his securities shall vest in the event of his death.

73 · Prohibition on acceptance of deposits from public.—(1) On and after the commencement of this Act, no company shall invite, accept or renew deposits under this Act from the public except in a manner provided under this Chapter:

1 · Sub -section (11) omitted by Act 29 of 2020, s. 15 (w.e.f. 21-12-2020).

1 · [(c) depositing, on or before the thirtieth day of April each year, such sum which shall not be less than twenty per cent. of the amount of its deposits maturing during the following financial year and kept in a scheduled bank in a separate bank account to be called deposit repayment reserve account;]

3 · [such deposits and where a default had occurred, the company made good the default and a period of five years had lapsed since the date of making good the default;] and

74 · Repayment of deposits, etc., accepted before commencement of this Act.—(1) Where in respect of any deposit accepted by a company before the commencement of this Act, the amount of such deposit or part thereof or any interest due thereon remains unpaid on such commencement or becomes due at any time thereafter, the company shall—

4 · [(b) repay within three years from such commencement or on or before expiry of the period for which the deposits were accepted, whichever is earlier:

75 · Damages for fraud.—(1) Where a company fails to repay the deposit or part thereof or any interest thereon referred to in section 74 within the time specified in sub-section (1) of that section or such further time as may be allowed by the Tribunal under sub-section (2) of that section, and it is proved that the

1 · Subs. by Act 1 of 2018, s. 15, for clause (c) (w.e.f. 15-8-2018).

2 · Clause (d) omitted by s. 15, ibid. (w.e.f. 15-8-2018).

3 · Subs. by s. 15, ibid., for “such deposits;” (w.e.f. 15-8-2018).

4 · Subs. by s. 16, ibid ., for clause (b) (w.e.f. 15-8-2018).

76 · Acceptance of deposits from public by certain companies.—(1) Notwithstanding anything contained in section 73, a public company, having such net worth or turnover as may be prescribed, may accept deposits from persons other than its members subject to compliance with the requirements provided in sub -section (2) of section 73 and subject to such rules as the Central Government may, in consultation with the Reserve Bank of India, prescribe:

1 · [76A. Punishment for contravention of section 73 or section 76.—Where a company accepts or invites or allows or causes any other person to accept or invite on its behalf any deposit in contravention of the manner or the conditions prescribed under section 73 or section 76 or rules made thereunder or if a company fails to repay the deposit or part thereof or any interest due thereon within the time specified under section 73 or section 76 or rules made thereunder or such further time as may be allowed by the Tribunal under section73, —

77 · Duty to register charges, etc.—(1) It shall be the duty of every company creating a charge within or outside India, on its property or assets or any of its undertakings, whether tangible or otherwise, and situated in or outside India, to register the particulars of the charge signed by the company and the chargeholder together with the instruments, if any, creating such charge in such form, on payment of such fees and in such manner as may be prescribed, with the Registrar within thirty days of its creation:

5 · [Provided that the Registrar may, on an application by the company, allow such registration to be made —

1 · Ins. by Act 21 of 2015, s. 8 (w.e.f. 29-5-2015).

2 · Subs. by Act 1 of 2018, s. 17, for “one crore rupees” (w.e.f. 9-2-2018).

3 · Subs. by s. 17, ibid., for “seven years or with fine” (w.e.f. 9-2-2018).

4 · The words “or with both” omitted by s. 17, ibid. (w.e.f. 9-2-2018).

5 · Subs. by Act 22 of 2019, s. 11, for first and second provisos (w.e.f. 2-11-2018).

1 · [Provided also that this section shall not apply to such charges as may be prescribed in consultation with the Reserve Bank of India.]

78 · Application for registration of charge.—Where a company fails to 3 [register the charge within the period of thirty days referred to in sub-section (1) of section 77] without prejudice to its liability in respect of any offence under this Chapter, the person in whose favour the charge is created may apply to the Registrar for registration of the charge along with the instrument created for the charge, within such time and in such form and manner as may be prescribed and the Registrar may, on such application, within a period of fourteen days after giving notice to the company, unless the company itself registers the charge or shows sufficient cause why such charge should not be registered, allow such registration on payment of such fees, as may be prescribed:

79 · Section 77 to apply in certain matters.—The provisions of section 77 relating to registration of charges shall, so far as may be, apply to—

80 · Date of notice of charge.—Where any charge on any property or assets of a company or any of its undertakings is registered under section 77, any person acquiring such property, assets, undertakings or part thereof or any share or interest therein shall be deemed to have notice of the charge from the date of such registration.

81 · Register of charges to be kept by Registrar.—(1) The Registrar shall, in respect of every company, keep a register containing particulars of the charges registered under this Chapter in such form and in such manner as may be prescribed.

1 · The proviso ins. by Act 1 of 2018, s. 18 (w.e.f. 7-5-2018).

2 · Ins. by Act 31 of 2016, s. 255 and the Eleventh Schedule (w.e.f. 15-11-2016).

3 · Subs. by Act 1 of 2018, s. 19, for “register the charge within the period specified in section 77” (w.e.f. 7-5-2018).

82 · Company to report satisfaction of charge.—(1) A company shall give intimation to the Registrar in the prescribed form, of the payment or satisfaction in full of any charge registered under this Chapter w ithin a period of thirty days from the date of such payment or satisfaction 1 ***.

2 · [Provided that the Registrar may, on an application by the company or the charge holder, allow such intimation of payment or satisfaction to be made within a period of three hundred days of such payment or satisfaction on payment of such additional fees as may be prescribed.]

83 · Power of Registrar to make entries of satisfaction and release in absence of intimation from company. — (1) The Registrar may, on evidence being given to his satisfaction with respect to any registered charge,—

84 · Intimation of appointment of receiver or manager.—(1) If any person obtains an order for the appointment of a receiver of, or of a person to manage, the property, subject to a charge, of a company or if any person appoints such receiver or person under any power contained in any instrument, he shall, within a period of thirty days from the date of the passing of the order or of the making of the appointment, give notice of such appointment to the company and the Registrar along with a copy of the order or instrument and the Registrar shall, on payment of the prescribed fees, register particulars of the receiver, person or instrument in the register of charges.

85 · Company's register of charges.—(1) Every company shall keep at its registered office a register of charges in such form and in such manner as may be prescribed, which shall include there in all charges and floating charges affecting any property or assets of the company or any of its undertakings, indicating in each case such particulars as may be prescribed:

1 · Omitted by Act 1 of 2018, s. 20, for certain words (w.e.f. 5-7-2018).

2 · The Proviso ins. by s. 20, ibid. (w.e.f. 5-7-2018).

89 · Declaration in respect of beneficial interest in any share.—(1) Where the name of a person is entered in the register of members of a company as the holder of shares in that company but who does not hold the beneficial interest in such shares, such person shall make a declaration within such time and in such form as may be prescribed to the company specifying the name and other particulars of the person who holds the beneficial interest in such shares.

1 · [(5) If any person fails to make a declaration as required under sub-section (1) or sub-section (2) or sub -section (3), he shall be liable to a penalty of fifty thousand rupees and in case of continuing failure, with a further penalty of two hundred rupees for each day after the first during which such failure continues, subject to a maximum of five lakh rupees . ]

3 · [(7) If a company, required to file a return under sub-section (6), fails to do so before the expiry of the time specified therein, the company and every officer of the company who is in default shall be liable to a penalty of one thousand rupees for each day during which such failure continues, subject to a maximum of five lakh rupees in the case of a company and two lakh rupees in case of an officer who is in default.]

4 · [(10) For the purposes of this section and section 90, beneficial interest in a share includes, directly or indirectly, through any contract, arrangement or otherwise, the right or entitlement of a person alone or together with any other person to—

5 · [(11) The Central Government may, by notification, exempt any class or classes of persons from complying with any of the requirements of this section, except sub-section (10), if it is considered necessary to grant such exemption in the public interest and any such exemption may be granted either unconditionally or subject to such conditions as may be specified in the notification.]

6 · [90. Register of significant beneficial owners in a company.—(1) Every individual, who acting alone or together, or through one or more persons or trust, including a trust and persons resident outside India, holds beneficial interests, of not less than twenty-five per cent. or such other percentage as may be prescribed, in shares of a company or the right to exercise, or the actual exercising of significant influence

1 · Subs. by Act 29 of 2020, s. 18, for sub-section (5) (w.e.f. 21-12-2020).

2 · The words and figures “within the time specified under section 403” omitted by Act 1 of 2018, s. 21 (w.e.f. 7-5-2018).

3 · Subs. by Act 29 of 2020, s. 18, for sub-section (7) (w.e.f. 21-12-2020).

4 · Ins. by Act 1 of 2018, s. 21, (w.e.f. 13-6-2018).

5 · Ins. by Act 29 of 2020, s. 18 (w.e.f. 22-1-2021).

6 · Subs. by Act 1 of 2018, s. 22, for section 90 (w.e.f. 13-6-2018).

1 · [(4A) Every company shall take necessary steps to identify an individual who is a significant beneficial owner in relation to the company and require him to comply with the provisions of this section.]

2 · [(9) The company or the person aggrieved by the order of the Tribunal may make an application to the Tribunal for relaxation or lifting of the restrictions placed under sub-section (8), within a period of one year from the date of such order:

3 · [(9A) The Central Government may make rules for the purposes of this section.]

4 · [(10) If any person fails to make a declaration as required under sub-section (1), he shall be liable to a penalty of fifty thousand rupees and in case of continuing failure, with a further penalty of one thousand

1 · Ins. by Act 22 of 2019, s. 14 (w.e.f. 15-8-2019).

2 · Subs. by Act 22 of 2019, s. 14, for sub-section (9) (w.e.f. 2-11-2018).

3 · Ins. by s. 14, ibid. (w.e.f. 15-8-2019).

4 · Subs.by Act 29 of 2020, s. 19, for sub-section (10) (w.e.f. 21-12-2020).

1 · [(11) If a company, required to maintain register under sub-section (2) and file the information under sub -section (4) 2 [or required to take necessary steps under sub-section (4A)], fails to do so or denies inspection as provided therein, the company shall be liable to a penalty of one lakh rupees and in case of continuing failure, with a further penalty of five hundred rupees for each day, after the first during which such failure continues, subject to a maximum of five lakh rupees and every officer of the company who is in default shall be liable to a penalty of twenty-five thousand rupees and in case of continuing failure, with a further penalty of two hundred rupees for each day, after the first during which such failure continues, subject to a maximum of one lakh rupees.]

91 · Power to close register of members or debenture-holders or other security holders.—(1) A company may close the register of members or the register of debenture-holders or the register of other security holders for any period or periods not exceeding in the aggregate forty-five days in each year, but not exceeding thirty days at any one time, subject to giving of previous notice of at least seven days or such lesser period as may be specified by Securities and Exchange Board for listed companies or the companies which intend to get their securities listed, in such manner as may be prescribed.

92 · Annual return. — (1) Every company shall prepare a return (hereinafter referred to as the annual return) in the prescribed form containing the particulars as they stood on the close of the financial year regarding—

1 · Subs. by Act 29 of 2020, s. 19, for sub-section (11) (w.e.f. 21-12-2020).

2 · Clause (c) omitted by Act 1 of 2018, s. 23 (w.e.f. 5-3-2021) .

3 · The words "indicating their names, addresses, countries of incorporation, registration and percentage of shareholding held by them" omitted by s. 23, ibid (w.e.f. 5-3-2021) .

95 · Registers, etc., to be evidence.—The registers, their indices and copies of annual returns maintained under sections 88 and 94 shall be prima facie evidence of any matter directed or authorised to be inserted therein by or under this Act.

96 · Annual general meeting.—(1) Every company other than a One Person Company shall in each year hold in addition to any other meetings, a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it, and not more than fifteen months shall elapse between the date of one annual general meeting of a company and that of the next:

1 · [Provided that annual general meeting of an unlisted company may be held at any place in India if consent is given in writing or by electronic mode by all the members in advance:

97 · Power of Tribunal to call annual general meeting.—(1) If any default is made in holding the annual general meeting of a company under section 96, the Tribunal may, notwithstanding anything contained in this Act or the articles of the company, on the application of any member of the company, call, or direct the calling of, an annual general meeting of the company and give such ancillary or consequential directions as the Tribunal thinks expedient:

98 · Power of Tribunal to call meetings of members, etc.—(1) If for any reason it is impracticable to call a meeting of a company, other than an annual general meeting, in any manner in which meetings of the company may be called, or to hold or conduct the meeting of the company in the manner prescribed by this Act or the articles of the company, the Tribunal may, either suo motu or on the application of any director or member of the company who would be entitled to vote at the meeting,—

1 · Subs. by Act 1 of 2018, s. 26, for “Provided that” (w.e.f. 13-6-2018).

99 · Punishment for default in complying with provisions of sections 96 to 98.—If any default is made in holding a meeting of the company in accordance with section 96 or section 97 or section 98 or in complying with any directions of the Tribunal, the company and every officer of the company who is in default shall be punishable with fine which may extend to one lakh rupees and in the case of a continuing default, with a further fine which may extend to five thousand rupees for every day during which such default continues.

100 · Calling of extraordinary general meeting.—(1) The Board may, whenever it deems fit, call an extraordinary general meeting of the company.

1 · [Provided that an extraordinary general meeting of the company, other than of the wholly owned subsidiary of a company incorporated outside India, shall be held at a place within India.]

101 · Notice of meeting . — (1) A general meeting of a company may be called by giving not less than clear twenty-one days' notice either in writing or through electronic mode in such manner as maybe prescribed:

2 · [Provided that a general meeting may be called after giving shorter notice than that specified in this sub -section if consent, in writing or by electronic mode, is accorded thereto—

1 · Ins. by Act 1 of 2018, s. 27 (w.e.f. 9-2-2018).

2 · . The proviso subs. by s. 28 , ibid ., (w.e.f. 9-2-2018).

102 · Statement to be annexed to notice. — (1) A statement setting out the following material facts concerning each item of special business to be transacted at a general meeting, shall be annexed to the notice calling such meeting, namely:—

1 · [(5) Without prejudice to the provisions of sub-section (4), if any default is made in complying with the provisions of this section, every promoter, director, manager or other key managerial personnel of the company who is in default shall be liable to a penalty of fifty thousand rupees or five times the amount of benefit accruing to the promoter, director, manager or other key managerial personnel or any of his relatives, whichever is higher.]

103 · Quorum for meetings.—(1) Unless the articles of the company provide for a larger number,—

104 · Chairman of meetings.—(1) Unless the articles of the company otherwise provide, the members personally present at the meeting shall elect one of themselves to be the Chairman thereof on a show of hands.

1 · Subs. by Act 22 of 2019, s. 16, for sub-section (5) (w.e.f. 2-11-2018).

105 · Proxies. — (1) Any member of a company entitled to attend and vote at a meeting of the company shall be entitled to appoint another person as a proxy to attend and vote at the meeting on his behalf:

1 · Subs. by Act 22 of 2019, s. 17, for “punishable with fine which may extend to five thousand rupees” (w.e.f. 2-11-2018).

2 · Subs. by Act 29 of 2020, s. 21, for certain words (w.e.f. 21-12-2020).

3 · Subs. by s. 21, ibid., for “punishable” (w.e.f. 21-12-2020).

106 · Restriction on voting rights.—(1) Notwithstanding anything contained in this Act, the articles of a company may provide that no member shall exercise any voting right in respect of any shares registered in his name on which any calls or other sums presently payable by him have not been paid, or in regard to which the company has exercised any right of lien.

107 · Voting by show of hands.—(1) At any general meeting, a resolution put to the vote of the meeting shall, unless a poll is demanded under section 109 or the voting is carried out electronically, be decided on a show of hands.

108 · Voting through electronic means.—The Central Government may prescribe the class or classes of companies and manner in which a member may exercise his right to vote by the electronic means.

109 · Demand for poll.—(1) Before or on the declaration of the result of the voting on any resolution on show of hands, a poll may be ordered to be taken by the Chairman of the meeting on his own motion, and shall be ordered to be taken by him on a demand made in that behalf,—

110 · Postal ballot. — (1) Notwithstanding anything contained in this Act, a company—

1 · [Provided that any item of business required to be transacted by means of postal ballot under clause (a), may be transacted at a general meeting by a company which is required to provide the facility to members to vote by electronic means under section 108, in the manner provided in that section.]

111 · Circulation of members' resolution. — (1) A company shall, on requisition in writing of such number of members, as required in section 100,—

112 · Representation of President and Governors in meetings.—(1) The President of India or the Governor of a State, if he is a member of a company, may appoint such person as he thinks fit to act as his representative at any meeting of the company or at any meeting of any class of members of the company.

113 · Representation of corporations at meeting of companies and of creditors.—(1) A body corporate, whether a company within the meaning of this Act or not, may, —

1 · The Proviso ins. by Act 1 of 2018, s. 29 (w.e.f. 9-2-2018).

114 · Ordinary and special resolutions.—(1) A resolution shall be an ordinary resolution if the notice required under this Act has been duly given and it is required to be passed by the votes cast, whether on a show of hands, or electronically or on a poll, as the case may be, in favour of the resolution, including the casting vote, if any, of the Chairman, by members who, being entitled so to do, vote in person, or where proxies are allowed, by proxy or by postal ballot, exceed the votes, if any, cast against the resolution by members, so entitled and voting.

115 · Resolutions requiring special notice.—Where, by any provision contained in this Act or in the articles of a company, special notice is required of any resolution, notice of the intention to move such resolution shall be given to the company by such number of members holding not less than one per cent. of total voting power or holding shares on which such aggregate sum not exceeding five lakh rupees, as may be prescribed, has been paid-up and the company shall give its members notice of the resolution in such manner as may be prescribed.

116 · Resolutions passed at adjourned meeting.—Where a resolution is passed at an adjourned meeting of—

117 · Resolutions and agreements to be filed.—(1) A copy of every resolution or any agreement, in respect of matters specified in sub-section (3) together with the explanatory statement under section 102, if any, annexed to the notice calling the meeting in which the resolution is proposed, shall be filed with the Registrar within thirty days of the passing or making thereof in such manner and with such fees as may be prescribed 1 ***:

2 · [(2) If any company fails to file the resolution or the agreement under sub-section (1) before the expiry of the period specified therein, such company shall be liable to a penalty of ten thousand rupees and in case of continuing failure, with a further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of two lakh rupees and every officer of the company

1 · The words and figures “within the time specified under section 403” omitted by Act 1 of 2018, s. 30 (w.e.f. 7-5-2018).

2 · Subs. by Act 29 of 2020, s. 22, for sub-section (2) (w.e.f. 21-12-2020).

4 · [Provided that no person shall be entitled under section 399 to inspect or obtain copies of such resolutions; 5 ***]

6 · [Provided further that nothing contained in this clause shall apply in respect of a resolution passed to grant loans, or give guarantee or provide security in respect of loans under clause (f) of sub-section (3) of section 179 in the ordinary course of its business by—

118 · Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot.—(1) Every company shall cause minutes of the proceedings of every general meeting of any class of shareholders or creditors, and every resolution passed by postal ballot and every meeting of its Board of Directors or of every committee of the Board, to be prepared and signed in such manner as may be prescribed and kept within thirty days of the conclusion of every such meeting concerned, or passing of resolution by postal ballot in books kept for that purpose with their pages consecutively numbered.

1 · . Clause (e) omitted by Act 1 of 2018, s. 30 (w.e.f. 7-5-2018).

2 · Subs. by Act 31 of 2016, s. 255 and the Eleventh Schedule, for “section 304” (w.e.f. 15-11-2016).

3 · The word “and” omitted by Act 21 of 2015, s. 9 (w.e.f. 29-5-2015).

4 · Ins. by s. 9, ibid. (w.e.f. 29-5-2015).

5 · The “and” omitted by Act 1 of 2018, s. 30 (w.e.f. 7-5-2018).

6 · . The proviso subs. by Act 29 of 2020, s. 22 (w.e.f. 22-1-2021).

119 · Inspection of minute-books of general meeting.—(1) The books containing the minutes of the proceedings of any general meeting of a company or of a resolution passed by postal ballot, shall—

120 · Maintenance and inspection of documents in electronic form.—Without prejudice to any other provisions of this Act, any document, record, register, minutes, etc.,—

121 · Report on annual general meeting.—(1) Every listed public company shall prepare in the prescribed manner a report on each annual general meeting including the confirmation to the effect that the meeting was convened, held and conducted as per the provisions of this Act and the rules made thereunder.

2 · [(3) If the company fails to file the report under sub-section (2) before the expiry of the period specified therein, such company shall be liable to a penalty of one lakh rupees and in case of continuing failure, with a further penalty of five hundred rupees for each day after the first during which such failure continues, subject to a maximum of five lakh rupees and every officer of the company who is in default shall be liable to a penalty which shall not be less than twenty-five thousand rupees and in case of continuing failure, with a further penalty of five hundred rupees for each day after the first during which such failure continues, subject to a maximum of one lakh rupees.]

122 · Applicability of this Chapter to One Person Company.—(1) The provisions of section 98 and sections 100 to 111 (both inclusive) shall not apply to a One Person Company.

123 · Declaration of dividend. — (1) No dividend shall be declared or paid by a company for any financial year except—

1 · . The words and figures "within the time as specified, under section 403" omitted by Act 1 of 2018, s. 31 (w.e.f. 7-5-2018).

2 · Subs. by Act 22 of 2019, s. 19, for sub-section (3) (w.e.f. 2-11-2018).

3 · Subs. by Act 1 of 2018, s. 32, for “both; or” (w.e.f. 9-2-2018).

1 · [Provided that in computing profits any amount representing unrealised gains, notional gains or revaluation of assets and any change in carrying amount of an asset or of a liability on measurement of the asset or the liability at fair value shall be excluded; or]

3 · [Provided also that no company shall declare dividend unless carried over previous losses and depreciation not provided in previous year or years are set off against profit of the company for the current year.]

4 · [(3) The Board of Directors of a company may declare interim dividend during any financial year or at any time during the period from closure of financial year till holding of the annual general meeting out of the surplus in the profit and loss account or out of profits of the financial year for which such interim dividend is sought to be declared or out of profits generated in the financial year till the quarter preceding the date of declaration of the interim dividend:

124 · Unpaid Dividend Account.—(1) Where a dividend has been declared by a company but has not been paid or claimed within thirty days from the date of the declaration to any shareholder entitled to the payment of the dividend, the company shall, within seven days from the date of expiry of the said period of thirty days, transfer the total amount of dividend which remains unpaid or unclaimed to a special account

1 · The proviso ins. by Act 1 of 2018, s. 32 (w.e.f. 9-2-2018).

2 · Subs. by s. 32, ibid., for “transferred by the company to the reserves” (w.e.f. 9-2-2018).

3 · . The Proviso ins. by Act 21 of 2015, s. 10 (w.e.f. 29-5-2015).

4 · Subs. by Act 1 of 2018, s. 32, for sub-section (3) (w.e.f. 9-2-2018).

2 · [Explanation.— For the removal of doubts, it is hereby clarified that in case any dividend is paid or claimed for any year during the said period of seven consecutive years, the share shall not be transferred to Investor Education and Protection Fund.]

3 · [(7) If a company fails to comply with any of the requirements of this section, such company shall be liable to a penalty of one lakh rupees and in case of continuing failure, with a further penalty of five hundred rupees for each day after the first during which such failure continues, subject to a maximum of ten lakh rupees and every officer of the company who is in default shall be liable to a penalty of twenty-five thousand rupees and in case of continuing failure, with a further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of two lakh rupees . ]

125 · Investor Education and Protection Fund. — (1) The Central Government shall establish a Fund to be called the Investor Education and Protection Fund (herein referred to as the Fund).

1 · Subs. by Act 21 of 2015, s. 11, for "unpaid or unclaimed dividend has been transferred under sub-section (5) shall also be" (w.e.f. 29-5-2015).

2 · 2. The Explanation ins. by s. 11, ibid. (w.e.f. 29-5-2015).

3 · Subs. by vide Notification No. S.O. 1303(E), for sub-section (7) (w.e.f. 24-3-2021).

126 · Right to dividend, rights shares and bonus shares to be held in abeyance pending registration of transfer of shares. —W —Where any instrument of transfer of shares has been delivered to any company for registration and the transfer of such shares has not been registered by the company, it shall, notwithstanding anything contained in any other provision of this Act,—

127 · Punishment for failure to distribute dividends. — Where a dividend has been declared by a company but has not been paid or the warrant in respect thereof has not been posted within thirty days from the date of declaration to any shareholder entitled to the payment of the dividend, every director of the company shall, if he is knowingly a party to the default, be punishable with imprisonment which may extend to two years and with fine which shall not be less than one thousand rupees for every day during which such default continues and the company shall be liable to pay simple interest at the rate of eighteen per cent. per annum during the period for which such default continues:

128 · Books of account, etc., to be kept by company.—(1) Every company shall prepare and keep at its registered office books of account and other relevant books and papers and financial statement for every financial year which give a true and fair view of the state of the affairs of the company, including that of its branch office or offices, if any, and explain the transactions effected both at the registered office and its branches and such books shall be kept on accrual basis and according to the double entry system of accounting:

129 · Financial statement. — (1) The financial statements shall give a true and fair view of the state of affairs of the company or companies, comply with the accounting standards notified under section133 and shall be in the form or forms as may be provided for different class or classes of companies in Schedule III:

1 · The words "with imprisonment for a term which may extend to one year or" omitted by Act 29 of 2020, s. 24 (w.e.f. 21-212020).

2 · The words “or with both” omitted by s. 24, ibid. (w.e.f. 21-12-2020).

1 · [(3) Where a company has one or more subsidiaries or associate companies, it shall, in addition to financial statements provided under sub-section (2), prepare a consolidated financial statement of the company and of all the subsidiaries and associate companies in the same form and manner as that of its own and in accordance with applicable accounting standards, which shall also be laid before the annual general meeting of the company along with the laying of its financial statement under sub-section (2):

2 · [129A. Periodical financial results.—The Central Government may, require such class or classes of unlisted companies, as may be prescribed,—

1 · . Subs. by Act 1 of 2018, s. 33, for sub-section (3) (w.e.f. 7-5-2018).

2 · Ins. by Act 29 of 2020, s. 25 (w.e.f. 22-1-2021).

130 · Re -opening of accounts on court's or Tribunal's orders.—(1) A company shall not re-open its books of account and not recast its financial statements, unless an application in this regard is made by the Central Government, the Income -tax authorities, the Securities and Exchange Board, any other statutory regulatory body or authority or any person concerned and an order is made by a court of competent jurisdiction or the Tribunal to the effect that—

2 · [(3) No order shall be made under sub-section (1) in respect of re-opening of books of account relating to a period earlier than eight financial years immediately preceding the current financial year:

131 · Voluntary revision of financial statements or Board's report.—(1) If it appears to the directors of a company that—

1 · . Ins. by Act 1 of 2018, s. 34 (w.e.f. 9-2-2018).

2 · . Ins. by s. 34 , ibid . (w.e.f. 9-2-2018).

132 · Constitution of National Financial Reporting Authority.—(1) The Central Government may, by notification, constitute a National Financial Reporting Authority to provide for matters relating to accounting and auditing standards under this Act.

1 · [(1A) The National Financial Reporting Authority shall perform its functions through such divisions as may be prescribed.]

1 · [(3A) Each division of the National Financial Reporting Authority shall be presided over by the Chairperson or a full-time Member authorized by the Chairperson .

1 · Ins. by Act 22 of 2019, s. 20 (w.e.f. 15-8-2019).

2 · [(B) debarring the member or the firm from—

1 · Subs. by Act 1 of 2018, s. 35, for “ten lakh rupees” (w.e.f. 9-2-2018).

2 · Subs. by Act 22 of 2019, s. 20, for sub-clause (b) (w.e.f. 15-8-2019).

3 · Subs. by s. 35, ibid. , for "the Appellate Authority constituted under sub-section (6) in such manner as may be prescribed" (w.e.f. 9 -2 -2018).

4 · Sub -sections (6), (7), (8) and (9) omitted by s. 35, ibid. (w.e.f. 9-2-2018).

133 · Central Government to prescribe accounting standards.—The Central Government may prescribe the standards of accounting or any addendum thereto, as recommended by the Institute of Chartered Accountants of India, constituted under section 3 of the Chartered Accountants Act, 1949 (38 of 1949), in consultation with and after examination of the recommendations made by the National Financial Reporting Authority:

1 · [Provided that until the National Financial Reporting Authority is constituted under section 132 of the Companies Act, 2013 (18 of 2013), the Central Government may prescribe the standards of accounting or any addendum thereto, as recommended by the Institute of Chartered Accountants of India, constituted under section 3 of the Chartered Accountants Act, 1949 (38 of 1949), in consultation with and after examination of the recommendations made by National Advisory Committee on Accounting Standards constituted under section 210A of the Companies Act, 1956 (1 of 1956).]

134 · Financial statement, Board's report, etc.— 2 [(1) The financial statement, including consolidated financial statement, if any, shall be approved by the Board of Directors before they are signed on behalf of the Board by the chairperson of the company where he is authorised by the Board or by two directors out of which one shall be managing director, if any, and the Chief Executive Officer, the Chief Financial Officer and the company secretary of the company, wherever they are appointed, or in the case of One Person Company, only by one director, for submission to the auditor for his report thereon.]

3 · [(a) the web address, if any, where annual return referred to in sub-section (3) of section 92 has been placed;]

4 · [(ca) details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government;]

1 · Ins. by notification No. S.O. 1227(E), dated 29th March, 2016 (w . e.f 1 -4 -2015).

2 · Subs. by Act 1 of 2018, s. 36, sub-section (1) (w.e.f. 31-7-2018).

3 · . Subs. by s. 36, ibid., for clause (a) (w.e.f. 31-7-2018).

4 · Ins. by Act 21 of 2015, s. 12 (w.e.f. 29-5-2015).

2 · [Provided that where disclosures referred to in this sub-section have been included in the financial statements, such disclosures shall be referred to instead of being repeated in the Board's report:

3 · [(3A) The Central Government may prescribe an abridged Board's report, for the purpose of compliance with this section by One Person Company or small company.]

1 · . Subs. by Act 1 of 2018, s. 36 , for "annual evaluation has been made by the Board of its own performance and that of its committees and individual directors" (w.e.f. 31-7-2018).

2 · The provisos ins. by s. 36, ibid., (w.e.f. 31-7-2018).

3 · . Sub -section (3A) ins. by s. 36, ibid., (w.e.f. 31-7-2018).

1 · [and, unless the unspent amount relates to any ongoing project referred to in sub-section (6), transfer such unspent amount to a Fund specified in Schedule VII, within a period of six months of the expiry of the financial years].

2 · [Provided also that if the company spends an amount in excess of the requirements provided under this sub -section, such company may set off such excess amount against the requirement to spend under this sub -section for such number of succeeding financial years and in such manner, as may be prescribed.]

3 · [Explanation.—For the purposes of this section "net profit" shall not include such sums as may be prescribed, and shall be calculated in accordance with the provisions of section 198.]

4 · [(6) Any amount remaining unspent under sub-section (5), pursuant to any ongoing project, fulfilling such conditions as may be prescribed, undertaken by a company in pursuance of its Corporate Social Responsibility Policy, shall be transferred by the company within a period of thirty days from the end of the financial year to a special account to be opened by the company in that behalf for that financial year in any scheduled bank to be called the Unspent Corporate Social Responsibility Account, and such amount shall be spent by the company in pursuance of its obligation towards the Corporate Social Responsibility Policy within a period of three financial years from the date of such transfer, failing which, the company shall transfer the same to a Fund specified in Schedule VII, within a period of thirty days from the date of completion of the third financial year.

5 · [(7) If a company is in default in complying with the provisions of sub-section (5) or sub-section (6), the company shall be liable to a penalty of twice the amount required to be transferred by the company to the Fund specified in Schedule VII or the Unspent Corporate Social Responsibility Account, as the case may be, or one crore rupees, whichever is less, and every officer of the company who is in default shall be liable to a penalty of one-tenth of the amount required to be transferred by the company to such Fund specified in Schedule VII, or the Unspent Corporate Social Responsibility Account, as the case may be, or two lakh rupees, whichever is less.]

6 · [(9) Where the amount to be spent by a company under sub-section (5) does not exceed fifty lakh rupees, the requirement under sub-section (1) for constitution of the Corporate Social Responsibility Committee shall not be applicable and the functions of such Committee provided under this section shall, in such cases, be discharged by the Board of Directors of such company.]

136 · Right of member to copies of audited financial statement.—(1) 7 *** a copy of the financial statements, including consolidated financial statements, if any, auditor's report and every other document required by law to be annexed or attached to the financial statements, which are to be laid before a company in its general meeting, shall be sent to every member of the company, to every trustee for the debentureholder of any debentures issued by the company, and to all persons other than such member or trustee, being the person so entitled, not less than twenty-one days before the date of the meeting:

8 · [Provided that if the copies of the documents are sent less than twenty-one days before the date of the meeting, they shall, notwithstanding that fact, be deemed to have been duly sent if it is so agreed by members—

1 · Ins. by Act 22 of 2019, s. 21 (w.e.f. 22-1-2021).

2 · The Proviso ins. by s. 27 , ibid . (w.e.f. 22-1-2021).

3 · Subs. by Act 1 of 2018, s. 37, for the Explanation (w.e.f. 19-9-2018).

4 · Ins. by Act 22 of 2019, s. 21 (w.e.f. 22-1-2021).

5 · Subs. by Act 29 of 2020, s. 27, for sub-section (7) (w.e.f. 22-1-2021).

6 · Ins. by s. 27, ibid. (w.e.f. 22-1-2021).

7 · The words and figures “Without prejudice to the provisions of section 101” omitted by Act 1 of 2018, s. 38, (w.e.f. 9-2-2018).

8 · Subs. by s. 38, ibid., for “Provided that” (w.e.f. 9-2-2018).

1 · [Provided also] that the Central Government may prescribe the manner of circulation of financial statements of companies having such net worth and turnover as may be prescribed:

2 · [Provided also that every listed company having a subsidiary or subsidiaries shall place separate audited accounts in respect of each of subsidiary on its website, if any:

3 · [Provided that every company having a subsidiary or subsidiaries shall provide a copy of separate audited or unaudited financial statements, as the case may be, as prepared in respect of each of its subsidiary to any member of the company who asks for it.]

137 · Copy of financial statement to be filed with Registrar.—(1) A copy of the financial statements , including consolidated financial statement, if any, along with all the documents which are required to be or attached to such financial statements under this Act, duly adopted at the annual general meeting of the company, shall be filed with the Registrar within thirty days of the date of annual general meeting in such manner, with such fees or additional fees as may be prescribed 4 4 ***:

1 · Subs. by Act 1 of 2018, s. 38, for “Provided further” (w.e.f. 9-2-2018).

2 · Subs. by s. 38, ibid., for the Fourth proviso (w.e.f. 9-2-2018).

3 · The proviso ins. by s. 38, ibid. (w.e.f. 9-2-2018).

4 · The words and figures “within the time specified under section 403” omitted by s. 39, ibid., (w.e.f. 7-5-2018).

1 · [Provided also that in the case of a subsidiary which has been incorporated outside India (herein referred to as " foreign subsidiary " ), which is not required to get its financial statement audited under any law of the country of its incorporation and which does not get such financial statement audited, the requirements of the fourth proviso shall be met if the holding Indian company files such unaudited financial statement along with a declaration to this effect and where such financial statement is in a language other than English, along with a translated copy of the financial statement in English.]

138 · Internal audit. — (1) Such class or classes of companies as may be prescribed shall be required to appoint an internal auditor, who shall either be a chartered accountant or a cost accountant, or such other professional as may be decided by the Board to conduct internal audit of the functions and activities of the company.

139 · Appointment of auditors.—(1) Subject to the provisions of this Chapter, every company shall, at the first annual general meeting, appoint an individual or a firm as an auditor who shall hold office from the conclusion of that meeting till the conclusion of its sixth annual general meeting and thereafter till the conclusion of every sixth meeting and the manner and procedure of selection of auditors by the members of the company at such meeting shall be such as may be prescribed:

1 · The proviso ins. by Act 1 of 2018, s. 39 (w.e.f. 7-5-2018).

2 · The words and figures “within the time specified, under section 403” omitted by s. 39, ibid. (w.e.f. 7-5-2018).

3 · Subs. by s. 39, ibid., for “in section 403” (w.e.f. 7-5-2018).

4 · Subs. by Act 22 of 2019, s. 22, for “punishable with fine” (w.e.f. 2-11-2018).

5 · Subs. by Act 29 of 2020, s. 28, for "one thousand rupees for every day during which the failure continues but which shall not be more than ten lakh rupees" (w.e.f. 21-12-2020).

6 · Subs. by Act 22 of 2019, s. 22, for "punishable with imprisonment for a term which may extend to six months or with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees, or with both" (w.e.f. 2-11-2018).

7 · Subs. by Act 29 of 2020, s. 28, for “one lakh rupees” (w.e.f. 21-12-2020).

8 · Subs. by s. 28, ibid., for “five lakh rupees” (w.e.f. 21-12-2020).

9 · The first proviso omitted by Act 1 of 2018, s. 40 (w.e.f. 7-5-2018).

1 · [Provided also that every company, existing on or before the commencement of this Act which is required to comply with the provisions of this sub-section, shall comply with requirement of this sub -section within a period which shall not be later than the date of the first annual general meeting of the company held, within the period specified under sub-section (1) of section 96, after three years from the date of commencement of this Act:]

1 · Subs. by notification No. S.O. 2264(E), dated 30th June, 2016, for the proviso (w.e.f.1-4-2014).

140 · Removal, resignation of auditor and giving of special notice.—(1) The auditor appointed under section 139 may be removed from his office before the expiry of his term only by a special resolution of the company, after obtaining the previous approval of the Central Government in that behalf in the prescribed manner:

1 · [(3) If the auditor does not comply with the provisions of sub-section (2), he or it shall be liable to a penalty of fifty thousand rupees or an amount equal to the remuneration of the auditor, whichever is less,

1 · Subs. by Act 22 of 2019, s. 23, for sub-section (3) (w.e.f. 2-11-2018).

141 · Eligibility, qualifications and disqualifications of auditors.—(1) A person shall be eligible for appointment as an auditor of a company only if he is a chartered accountant:

1 · . Subs. by Act 29 of 2020, s. 29, for "five lakh rupees" (w.e.f. 21-12-2020).

1 · [(i) a person who, directly or indirectly, renders any service referred to in section 144 to the company or its holding company or its subsidiary company.

142 · Remuneration of auditors. — (1) The remuneration of the auditor of a company shall be fixed in its general meeting or in such manner as may be determined therein:

1 · Subs. by Act 1 of 2018, s. 42, for clause (i) (w.e.f. 9-2-2018).

143 · Powers and duties of auditors and auditing standards.—(1) Every auditor of a company shall have a right of access at all times to the books of account and vouchers of the company, whether kept at the registered office of the company or at any other place and shall be entitled to require from the officers of the company such information and explanation as he may consider necessary for the performance of his duties as auditor and amongst other matters inquire into the following matters, namely:—

1 · Subs. by Act 1 of 2018, s. 43, for “its subsidiaries” (w.e.f. 9-2-2018).

1 · Subs. by Act 1 of 2018, s. 43, for “internal financial controls system” (w.e.f. 9-2-2018).

2 · . Subs. by notification No. S.O. 2226(E), dated 4 th September, 2014 for certain words (w.e.f. 4-9-2014).

1 · [Provided that until the National Financial Reporting Authority is constituted under section 132, the Central Government may hold consultation required under this sub-section with the Committee chaired by an officer of the rank of Joint Secretary or equivalent in the Ministry of Corporate Affairs and the Committee shall have the representatives from the Institute of Chartered Accountants of India and Industry Chambers and also special invitees from the National Advisory Committee on Accounting Standards and the office of the Comptroller and Auditor-General.]

2 · [(12) Notwithstanding anything contained in this section, if an auditor of a company in the course of the performance of his duties as auditor, has reason to believe that an offence of fraud involving such amount or amounts as may be prescribed, is being or has been committed in the company by its officers or employees, the auditor shall report the matter to the Central Government within such time and in such manner as may be prescribed:

4 · [(15) If any auditor, cost accountant, or company secretary in practice does not comply with the provisions of sub-section (12), he shall, —

144 · Auditor not to render certain services. —A —An auditor appointed under this Act shall provide to the company only such other services as are approved by the Board of Directors or the audit committee, as the case may be, but which shall not include any of the following services (whether such services are rendered directly or indirectly to the company), or its holding company or subsidiary company, namely:—

1 · Ins. by notification No. S.O. 1226(E), dated 29th March, 2016 (w.e.f. 10-4-2015).

2 · Subs. by Act 21 of 2015, s. 13, for sub-section (12) (w.e.f. 14-12-2015).

3 · Subs. by Act 1 of 2018, s. 43, for “cost accountant in practice” (w.e.f. 9-2-2018).

4 · Subs. by Act 29 of 2020, s. 30, for sub-section (15) (w.e.f. 21-12-2020).

145 · Auditor to sign audit reports, etc.—The person appointed as an auditor of the company shall sign the auditor's report or sign or certify any other document of the company in accordance with the provisions of sub-section (2) of section 141, and the qualifications, observations or comments on financial transactions or matters, which have any adverse effect on the functioning of the company mentioned in the auditor's report shall be read before the company in general meeting and shall be open to inspection by any member of the company.

146 · Auditors to attend general meeting.—All notices of, and other communications relating to, any general meeting shall be forwarded to the auditor of the company, and the auditor shall, unless otherwise exempted by the company, attend either by himself or through his authorised representative, who shall also be qualified to be an auditor, any general meeting and shall have right to be heard at such meeting on any part of the business which concerns him as the auditor.

147 · Punishment for contravention. — (1) If any of the provisions of sections 139 to 146 (both inclusive) is contravened, the company shall be punishable with fine which shall not be less than twenty-five thousand rupees but which may extend to five lakh rupees and every officer of the company who is in default shall be punishable 1*** with fine which shall not be less than ten thousand rupees but which may extend to 2 [one lakh rupees] .

1 · The words "with imprisonment for a term which may extend to one year or" omitted by Act 29 of 2020, s. 31 (w.e.f. 21-122020).

2 · Subs. by s. 31, ibid., for “one lakh rupees, or with both” (w.e.f. 21-12-2020).

3 · Ins. by Act 1 of 2018, s. 44 (w.e.f. 9-2-2018).

4 · Subs. by Act 1 of 2018, s. 44, for "and with fine which shall not be less than one lakh rupees but which may extend to twentyfive lakh rupees" (w.e.f. 9-2-2018).

2 · [Provided that in case of criminal liability of an audit firm, in respect of liability other than fine, the concerned partner or partners, who acted in a fraudulent manner or abetted or, as the case may be, colluded in any fraud shall only be liable.]

148 · Central Government to specify audit of items of cost in respect of certain companies.—(1) Notwithstanding anything contained in this Chapter, the Central Government may, by order, in respect of such class of companies engaged in the production of such goods or providing such services as may be prescribed, direct that particulars relating to the utilisation of material or labour or to other items of cost as may be prescribed shall also be included in the books of account kept by that class of companies:

1 · Subs. by Act 1 of 2018, s. 44, for " or to any other persons" (w.e.f. 9-2-2018).

2 · The proviso ins. by s. 44, ibid., (w.e.f. 9-2-2018).

3 · Subs. by s. 45 , ibid ., for "Cost Accountant in practice"(w.e.f. 9-2-2018).

4 · Subs. by s. 45, ibid., for “Institute of Cost and Works Accountants of India” (w.e.f. 9-2-2018).

5 · Subs. by s. 45, ibid. , for "cost accountant in practice"(w.e.f. 9-2-2018).

149 · Company to have Board of Directors.—(1) Every company shall have a Board of Directors consisting of individuals as directors and shall have—

1 · [(3) Every company shall have at least one director who stays in India for a total period of not less than one hundred and eighty-two days during the financial year:

1 · Subs. by Act 1 of 2018, s. 46, for sub-section (3) (w.e.f. 7-5-2018).

2 · [(d) none of whose relatives—

3 · [Provided that in case of a relative who is an employee, the restriction under this clause shall not apply for his employment during preceding three financial years.]

1 · . Subs. by Act 1 of 2018, s. 46, for "pecuniary relationship" (w.e.f. 7-5-2018).

2 · Subs. by s. 46, ibid., for clause (d) (w.e.f. 7-5-2018).

3 · . The proviso ins. by s. 46, ibid., (w.e.f. 7-5-2018).

1 · [Provided that if a company has no profits or its profits are inadequate, an independent director may receive remuneration, exclusive of any fees payable under sub-section (5) of section 197, in accordance with the provisions of Schedule V.]

150 · Manner of selection of independent directors and maintenance of databank of independent directors. — (1) Subject to the provisions contained in sub-section (6) of section 149, an independent director may be selected from a data bank containing names, addresses and qualifications of persons who are eligible and willing to act as independent directors, maintained by any body, institute or association, as may be notified by the Central Government, having expertise in creation and maintenance of such data bank and put on their website for the use by the company making the appointment of such directors:

151 · Appointment of director elected by small shareholders.—A listed company may have one director elected by such small shareholders in such manner and with such terms and conditions as may be prescribed.

1 · Ins. by Act 29 of 2020, s. 32 (w.e.f. 18-3-2021).

152 · Appointment of directors.—(1) Where no provision is made in the articles of a company for the appointment of the first director, the subscribers to the memorandum who are individuals shall be deemed to be the first directors of the company until the directors are duly appointed and in case of a One Person Company an individual being member shall be deemed to be its first director until the director or directors are duly appointed by the member in accordance with the provisions of this section.

1 · Ins. by Act 1 of 2018, s. 47 (w.e.f. 9-2-2018).

153 · Application for allotment of Director Identification Number.—Every individual intending to be appointed as director of a company shall make an application for allotment of Director Identification Number to the Central Government in such form and manner and along with such fees as may be prescribed:

1 · [Provided that the Central Government may prescribe any identification number which shall be treated as Director Identification Number for the purposes of this Act and in case any individual holds or acquires such identification number, the requirement of this section shall not apply or apply in such manner as may be prescribed.]

154 · Allotment of Director Identification Number. — The Central Government shall, within one month from the receipt of the application under section 153, allot a Director Identification Number to an applicant in such manner as may be prescribed.

155 · Prohibition to obtain more than one Director Identification Number. —N —No individual, who has already been allotted a Director Identification Number under section 154, shall apply for, obtain or possess another Director Identification Number.

156 · Director to intimate Director Identification Number. — Every existing director shall, within one month of the receipt of Director Identification Number from the Central Government, intimate his Director Identification Number to the company or all companies wherein he is a director.

157 · Company to inform Director Identification Number to Registrar.—(1) Every company shall, within fifteen days of the receipt of intimation under section 156, furnish the Director Identification Number of all its directors to the Registrar or any other officer or authority as may be specified by the Central Government with such fees as may be prescribed or with such additional fees as may be prescribed 2 *** and every such intimation shall be furnished in such form and manner as may be prescribed.

3 · [(2) If any company fails to furnish the Director Identification Number under sub-section (1), such company shall be liable to a penalty of twenty-five thousand rupees and in case of continuing failure, with a further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of one lakh rupees, and every officer of the company who is in default shall be liable to a penalty of not less than twenty-five thousand rupees and in case of continuing failure, with a further penalty of one hundred rupees for each day after the first during which such failure continues, subject to a maximum of one lakh rupees . ]

158 · Obligation to indicate Director Identification Number.—Every person or company, while furnishing any return, information or particulars as are required to be furnished under this Act, shall mention the Director Identification Number in such return, information or particulars in case such return, information or particulars relate to the director or contain any reference of any director.

1 · The proviso ins. by Act 1 of 2018, s. 48 (w.e.f. 9-2-2018).

2 · The words and figures “within the time specified under section 403” omitted by Act 1 of 2018, s. 49 (w.e.f. 7-5-2018).

3 · Subs. by Act 22 of 2019, s. 24, for sub-section (2) (w.e.f. 2-11-2018).

1 · [159. Penalty for default of certain provisions.—If any individual or director of a company makes any default in complying with any of the provisions of section 152, section 155 and section 156, such individual or director of the company shall be liable to a penalty which may extend to fifty thousand rupees and where the default is a continuing one, with a further penalty which may extend to five hundred rupees for each day after the first during which such default continues . ]

160 · Right of persons other than retiring directors to stand for directorship.— (1) A person who is not a retiring director in terms of section 152 shall, subject to the provisions of this Act, be eligible for appointment to the office of a director at any general meeting, if he, or some member intending to propose him as a director, has, not less than fourteen days before the meeting, left at the registered office of the company, a notice in writing under his hand signifying his candidature as a director or, as the case may be, the intention of such member to propose him as a candidate for that office, along with the deposit of one lakh rupees or such higher amount as may be prescribed which shall be refunded to such person or, as the case may be, to the member, if the person proposed gets elected as a director or gets more than twenty-five per cent. of total valid votes cast either on show of hands or on poll on such resolution.

2 · [Provided that requirements of deposit of amount shall not apply in case of appointment of an independent director or a director recommended by the Nomination and Remuneration Committee, if any, constituted under sub -section (1) of section 178 or a director recommended by the Board of Directors of the Company, in the case of a company not required to constitute Nomination and Remuneration Committee.]

161 · Appointment of additional director, alternate director and nominee director.—(1) The articles of a company may confer on its Board of Directors the power to appoint any person, other than a person who fails to get appointed as a director in a general meeting, as an additional director at any time who shall hold office up to the date of the next annual general meeting or the last date on which the annual general meeting should have been held, whichever is earlier.

1 · Subs. by Act 22 of 2019, s. 25, for section 159 (w.e.f. 2-11-2018).

2 · The proviso ins. by Act 1 of 2018, s. 50 (w.e.f. 9-2-2018).

3 · Ins. by Act 1 of 2018, s. 51 (w.e.f. 9-2-2018).

4 · . The words "In the case of a public company," omitted by s. 51 , ibid. (w.e.f. 9-2-2018).

162 · Appointment of directors to be voted individually.—(1) At a general meeting of a company, a motion for the appointment of two or more persons as directors of the company by a single resolution shall not be moved unless a proposal to move such a motion has first been agreed to at the meeting without any vote being cast against it.

163 · Option to adopt principle of proportional representation for appointment of directors.— Notwithstanding anything contained in this Act, the articles of a company may provide for the appointment of not less than two -thirds of the total number of the directors of a company in accordance with the principle of proportional representation, whether by the single transferable vote or by a system of cumulative voting or otherwise and such appointments may be made once in every three years and casual vacancies of such directors shall be filled as provided in sub-section (4) of section 161.

164 · Disqualifications for appointment of director.—(1) A person shall not be eligible for appointment as a director of a company, if —

1 · [(i) he has not complied with the provisions of sub-section (1) of section 165.]

1 · Ins. by Act 22 of 2019, s. 26 (w.e.f. 2-11-2018).

1 · [Provided that where a person is appointed as a director of a company which is in default of clause (a) or clause (b), he shall not incur the disqualification for a period of six months from the date of his appointment.]

2 · [Provided that the disqualifications referred to in clauses (d), (e) and (g) of sub-section (1) shall continue to apply even if the appeal or petition has been filed against the order of conviction or disqualification . ]

165 · Number of directorships.—(1) No person, after the commencement of this Act, shall hold office as a director, including any alternate directorship, in more than twenty companies at the same time:

3 · [Explanation I ].— For reckoning the limit of public companies in which a person can be appointed as director, directorship in private companies that are either holding or subsidiary company of a public company shall be included.

4 · [Explanation II.—For reckoning the limit of directorships of twenty companies, the directorship in a dormant company shall not be included.]

5 · [(6) If a person accepts an appointment as a director in violation of this section, he shall be liable to a penalty of two thousand rupees for each day after the first during which such violation continues, subject to a maximum of two lakh rupees.]

166 · Duties of directors. — (1) Subject to the provisions of this Act, a director of a company shall act in accordance with the articles of the company.

1 · The proviso ins. by Act 1 of 2018, s. 52 (w.e.f. 7-5-2018).

2 · The proviso subs. by Act 1 of 2018, s. 52 (w.e.f. 7-5-2018).

3 · The Explanation renumbered as Explanation I thereof by s. 53 , ibid. (w.e.f. 9-2-2018).

4 · Ins. by s. 53 , ibid. (w.e.f. 9-2-2018).

5 · Subs. by Act 29 of 2020, s. 33, for sub-section (6) (w.e.f. 21-12-2020).

167 · Vacation of office of director. — (1) The office of a director shall become vacant in case—

1 · [Provided that where he incurs disqualification under sub-section (2) of section 164, the office of the director shall become vacant in all the companies, other than the company which is in default under that sub -section];

2 · [Provided that the office shall not be vacated by the director in case of orders referred to in clauses (e) and (f)—

1 · . The proviso ins. by Act 1 of 2018, s. 54 (w.e.f. 7-5-2018).

2 · . The proviso subs. by Act 1 of 2018, s. 54 (w.e.f. 7-5-2018).

168 · Resignation of director.—(1) A director may resign from his office by giving a notice in writing to the company and the Board shall on receipt of such notice take note of the same and the company shall intimate the Registrar in such manner, within such time and in such form as may be prescribed and shall also place the fact of such resignation in the report of directors laid in the immediately following general meeting by the company:

169 · Removal of directors. — (1) A company may, by ordinary resolution, remove a director, not being a director appointed by the Tribunal under section 242, before the expiry of the period of his office after giving him a reasonable opportunity of being heard:

4 · [Provided that an independent director re-appointed for second term under sub-section (10) of section 149 shall be removed by the company only by passing a special resolution and after giving him a reasonable opportunity of being heard:]

5 · [Provided further that] nothing contained in this sub-section shall apply where the company has availed itself of the option given to it under section 163 to appoint not less than two-thirds of the total number of directors according to the principle of proportional representation.

1 · The words "with imprisonment for a term which may extend to one year or" omitted by Act 29 of 2020, s. 34 (w.e.f. 21-122020).

2 · Subs. by s. 34, ibid., for “five lakh rupees, or with both” (w.e.f. 21-12-2020).

3 · . Subs. by Act 1 of 2018, s. 55, for "director shall also forward" (w.e.f. 7-5-2018).

4 · The proviso ins. by Notification No. S.O. 768(E), dated 21 st February, 2018 (w.e.f. 21-2-2018).

5 · Subs. by ibid., for “Provided that”(w.e.f. 21-2-2018).

170 · Register of directors and key managerial personnel and their shareholding.—(1) Every company shall keep at its registered office a register containing such particulars of its directors and key managerial personnel as may be prescribed, which shall include the details of securities held by each of them in the company or its holding, subsidiary, subsidiary of company's holding company or associate companies.

171 · Members’ right to inspect.—(1) The register kept under sub-section (1) of section 170,—

1 · [172. Penalty . — If a company is in default in complying with any of the provisions of this Chapter and for which no specific penalty or punishment is provided therein, the company and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees, and in case of continuing failure, with a further penalty of five hundred rupees for each day during which such failure continues, subject to a maximum of three lakh rupees in case of a company and one lakh rupees in case of an officer who is in default . ]

1 · Subs. by Act 29 of 2020, s. 35, for section 35 (w.e.f. 21-12-2020).

173 · Meetings of Board.—(1) Every company shall hold the first meeting of the Board of Directors within thirty days of the date of its incorporation and thereafter hold a minimum number of four meetings of its Board of Directors every year in such a manner that not more than one hundred and twenty days shall intervene between two consecutive meetings of the Board:

1 · [Provided further that where there is quorum in a meeting through physical presence of directors, any other director may participate through video conferencing or other audio visual means in such meeting on any matter specified under the first proviso.]

174 · Quorum for meetings of Board.—(1) The quorum for a meeting of the Board of Directors of a company hall be one-third of its total strength or two directors, whichever is higher, and the participation of the directors by video conferencing or by other audio visual means shall also be counted for the purposes of quorum under this sub-section.

1 · The proviso ins. by Act 1 of 2018, s. 56 (w.e.f. 7-5-2018).

175 · Passing of resolution by circulation.—(1) No resolution shall be deemed to have been duly passed by the Board or by a committee thereof by circulation, unless the resolution has been circulated in draft, together with the necessary papers, if any, to all the directors, or members of the committee, as the case may be, at their addresses registered with the company in India by hand delivery or by post or by courier, or through such electronic means as may be prescribed and has been approved by a majority of the directors or members, who are entitled to vote on the resolution:

176 · Defects in appointment of directors not to invalidate actions taken.—No act done by a person as a director shall be deemed to be invalid, notwithstanding that it was subsequently noticed that his appointment was invalid by reason of any defect or disqualification or had terminated by virtue of any provision contained in this Act or in the articles of the company:

177 · Audit Committee. — (1) The Board of Directors of 1 [every listed public company] and such other class or classes of companies, as may be prescribed, shall constitute an Audit Committee.

1 · . Subs. by Act 1 of 2018, s. 57, for "every listed company" (w.e.f. 7-5-2018).

1 · [Provided that the Audit Committee may make omnibus approval for related party transactions proposed to be entered into by the company subject to such conditions as may be prescribed;]

2 · [Provided further that in case of transaction, other than transactions referred to in section 188, and where Audit Committee does not approve the transaction, it shall make its recommendations to the Board:

178 · Nomination and Remuneration Committee and Stakeholders Relationship Committee. — (1) The Board of Directors of 3 [every listed public company] and such other class or classes of companies, as may be prescribed shall constitute the Nomination and Remuneration Committee consisting of three or more non-executive directors out of which not less than one-half shall be independent directors:

1 · The proviso ins. by Act 21 of 2015, s. 14 (w.e.f. 14-12-2015).

2 · . Ins. by Act 1 of 2018, s. 57 (w.e.f. 7-5-2018).

3 · Subs. by Act 1 of 2018, s. 58, for “every listed company” (w.e.f. 7-5-2018).

2 · [Provided that such policy shall be placed on the website of the company, if any, and the salient features of the policy and changes therein, if any, along with the web address of the policy, if any, shall be disclosed in the Board's report . ]

179 · Powers of Board. — (1) The Board of Directors of a company shall be entitled to exercise all such powers, and to do all such acts and things, as the company is authorised to exercise and do:

1 · Subs. by s. 58, ibid., for “shall carry out evaluation of every director’s performance” (w.e.f. 7-5-2018).

2 · Subs. by Act 1 of 2018, s. 58, for the proviso (w.e.f. 7-5-2018).

3 · Subs. by Act 29 of 2020, s. 36, for certain words (w.e.f. 21-12-2020).

4 · Subs. by Act 1 of 2018, s. 58, for "non-consideration of resolution of any grievance" (w.e.f. 7-5-2018) .

180 · Restrictions on powers of Board.—(1) The Board of Directors of a company shall exercise the following powers only with the consent of the company by a special resolution, namely:—

181 · Company to contribute to bona fide and charitable funds, etc.—The Board of Directors of a company may contribute to bona fide charitable and other funds:

1 · Subs. by Act 1 of 2018, s. 59, for “paid-up share capital and free reserves” (w.e.f. 9-2-2018).

182 · Prohibitions and restrictions regarding political contributions.—(1) Notwithstanding anything contained in any other provision of this Act, a company, other than a Government company and a company which has been in existence for less than three financial years, may contribute any amount directly or indirectly to any political party:

4 · [(3) Every company shall disclose in its profit and loss account the total amount contributed by it under this section during the financial year to which the account relates.

183 · Power of Board and other persons to make contributions to national defence fund, etc. — (1) The Board of Directors of any company or any person or authority exercising the powers of the Board of Directors of a company, or of the company in general meeting, may, notwithstanding anything contained in sections 180, 181 and section 182 or any other provision of this Act or in the memorandum, articles or any other instrument relating to the company, contribute such amount as it thinks fit to the National Defence Fund or any other Fund approved by the Central Government for the purpose of national defence.

1 · The proviso omitted by Act 7 of 2017, s. 154 (w.e.f. 31-3-2017).

2 · The word “further” omitted by Act 7 of 2017, s. 154 (w.e.f. 31-3-2017).

3 · The words “and the acceptance” omitted by s. 154, ibid. (w.e.f. 31-3-2017).

4 · Subs. by s. 154, ibid. for sub-section (3) (w.e.f. 31-3-2017).

184 · Disclosure of interest by director.—(1) Every director shall at the first meeting of the Board in which he participates as a director and thereafter at the first meeting of the Board in every financial year or whenever there is any change in the disclosures already made, then at the first Board meeting held after such change, disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals which shall include the shareholding, in such manner as may be prescribed.

2 · [(b) shall apply to any contract or arrangement entered into or to be entered into between two companies or between one or more companies and one or more bodies corporate where any of the directors of the one company or body corporate or two or more of them together holds or hold not more than two per cent. of the paid-up share capital in the other company or the body corporate . ]

3 · [185. Loans to directors, etc.—(1) No company shall, directly or indirectly, advance any loan, including any loan represented by a book debt to, or give any guarantee or provide any security in connection with any loan taken by,—

1 · Subs. by Act 29 of 2020, s. 37, for certain words (w.e.f. 21-12-2020).

2 · Subs. by Act 1 of 2018, s. 60, for clause (b) (w.e.f. 9-2-2018).

3 · Subs. by s. 61, ibid., for section 185 (w.e.f. 7-5-2018).

186 · Loan and investment by company.—(1) Without prejudice to the provisions contained in this Act, a company shall unless otherwise prescribed, make investment through not more than two layers of investment companies:

1 · [Explanation . — For the purposes of this sub-section, the word " " person " does not include any individual who is in the employment of the company.]

2 · [(3) Where the aggregate of the loans and investment so far made, the amount for which guarantee or security so far provided to or in all other bodies corporate along with the investment, loan, guarantee or security proposed to be made or given by the Board, exceed the limits specified under sub-section (2), no investment or loan shall be made or guarantee shall be given or security shall be provided unless previously authorised by a special resolution passed in a general meeting:

1 · Ins. by Act 1 of 2018, s. 62 (w.e.f. 7-5-2018).

2 · . Subs. by s. 62, ibid., for sub-section (3) (w.e.f. 7-5-2018).

1 · [(11) Nothing contained in this section, except sub-section (1), shall apply—

187 · Investments of company to be held in its own name.—(1) All investments made or held by a company in any property, security or other asset shall be made and held by it in its own name:

1 · Subs. by Act 1 of 2018, s. 62, for sub-section (11) (w.e.f. 7-5-2018).

2 · . Ins. by Act 1 of 2018, s. 62 (w.e.f. 7-5-2018).

1 · [(4) If a company is in default in complying with the provisions of this section, the company shall be liable to a penalty of five lakh rupees and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees . ]

188 · Related party transactions.— (1) Except with the consent of the Board of Directors given by a resolution at a meeting of the Board and subject to such conditions as may be prescribed, no company shall enter into any contract or arrangement with a related party with respect to—

3 · [Provided also that nothing contained in the second proviso shall apply to a company in which ninety per cent. or more members, in number, are relatives of promoters or are related parties:]

1 · Subs. by Act 29 of 2020, s. 38, for sub-section (4) (w.e.f. 21-12-2020).

2 · Subs. by Act 21 of 2015, s. 16, for “special resolution” (w.e.f. 29-5-2015).

3 · . The proviso ins. by Act 1 of 2018, s. 63 (w.e.f. 9-2-2018).

1 · [Provided also that the requirement of passing the resolution under first proviso shall not be applicable for transactions entered into between a holding company and its wholly owned subsidiary whose accounts are consolidated with such holding company and placed before the shareholders at the general meeting for approval.]

189 · Register of contracts or arrangements in which directors are interested.—(1) Every company shall keep one or more registers giving separately the particulars of all contracts or arrangements to which sub -section (2) of section 184 or section 188 applies, in such manner and containing such particulars as may be prescribed and after entering the particulars, such register or registers shall be placed before the next meeting of the Board and signed by all the directors present at the meeting.

1 · . The proviso ins. by Act 21 of 2015 , s. 16 (w.e.f. 29-5-2015) .

2 · Subs. by Act 1 of 2018, s. 63, for “shall be voidable at the option of the Board” (w.e.f. 9-2-2018).

3 · Subs. by Act 29 of 2020, s. 39, for certain words (w.e.f. 21-12-2020).

4 · Subs. by s. 39, ibid., for certain words (w.e.f. 21-12-2020).

190 · Contract of employment with managing or whole-time director.—(1) Every company shall keep at its registered office,—

191 · Payment to director for loss of office, etc., in connection with transfer of undertaking, property or shares.—(1) No director of a company shall, in connection with—

1 · [(5) If a director of the company makes any default in complying with the provisions of this section, such director shall be liable to a penalty of one lakh rupees.]

192 · Restriction on non -cash transactions involving directors.—(1) No company shall enter into an arrangement by which—

193 · Contract by One Person Company.—(1) Where One Person Company limited by shares or by guarantee enters into a contract with the sole member of the company who is also the director of the company, the company shall, unless the contract is in writing, ensure that the terms of the contract or offer are contained in a memorandum or are recorded in the minutes of the first meeting of the Board of Directors of the company held next after entering into contract:

194 · [Prohibition on forward dealings in securities of company by director or key managerial personnel.] Omitted by the Companies (Amendment) Act, 2017 (1 of 2018), s. 64 (w.e.f. 9-2-2018).

195 · [Prohibition on insider trading of securities.] Omitted by s. 65, ibid. (w.e.f. 9-2-2018).

1 · Subs. by Act 22 of 2019, s. 28, for sub-section (5) (w.e.f. 2-11-2018).

196 · Appointment of managing director, whole-time director or manager.—(1) No company shall appoint or employ at the same time a managing director and a manager.

1 · [Provided further that where no such special resolution is passed but votes cast in favour of the motion exceed the votes, if any, cast against the motion and the Central Government is satisfied, on an application made by the Board, that such appointment is most beneficial to the company, the appointment of the person who has attained the age of seventy years may be made.] " ;

197 · Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits.—(1) The total managerial remuneration payable by a public company, to its directors, including managing director and whole-time director, and its manager in respect of any financial year shall not exceed eleven per cent. of the net profits of that company for that financial year computed in the manner laid down in section 198 except that the remuneration of the directors shall not be deducted from the gross profits:

1 · The proviso ins. by Act 1 of 2018, s. 66 (w.e.f. 12-9-2018).

2 · . Subs. by s. 66, ibid., for "specified in that Schedule" (w.e.f. 12-9-2018).

3 · The words “with the approval of the Central Government,” omitted by Act 1 of 2018, s. 67 (w.e.f. 12-9-2018).

4 · Ins. by s. 67 , ibid. (w.e.f. 12-9-2018).

1 · [Provided also that, where the company has defaulted in payment of dues to any bank or public financial institution or non -convertible debenture holders or any other secured creditor, the prior approval of the bank or public financial institution concerned or the non-convertible debenture holders or other secured creditor, as the case may be, shall be obtained by the company before obtaining the approval in the general meeting.]

5 · [(9) If any director draws or receives, directly or indirectly, by way of remuneration any such sums in excess of the limit prescribed by this section or without approval required under this section, he shall refund such sums to the company, within two years or such lesser period as may be allowed by the company, and until such sum is refunded, hold it in trust for the company.]

1 · The proviso ins. by Act 1 of 2018, s. 67 (w.e.f. 12-9-2018).

2 · Ins. by Act 29 of 2020, s. 40 (w.e.f. 18-3-2021).

3 · . The words "and if it is not able to comply with such provisions, with the previous approval of the Central Government " omitted by s. 67 , ibid. (w.e.f.12-9-2018).

4 · Sub -section (7) omitted by Act 22 of 2019, s. 29 (w.e.f. 2-11-2018).

5 · Subs. by Act 1 of 2018, s. 67 (w.e.f. 12-9-2018).

2 · [Provided that where the company has defaulted in payment of dues to any bank or public financial institution or non -convertible debenture holders or any other secured creditor, the prior approval of the bank or public financial institution concerned or the non-convertible debenture holders or other secured creditor, as the case may be, shall be obtained by the company before obtaining approval of such waiver.]

4 · [(15) If any person makes any default in complying with the provisions of this section, he shall be liable to a penalty of one lakh rupees and where any default has been made by a company, the company shall be liable to a penalty of five lakh rupees . ]

5 · [(16) The auditor of the company shall, in his report under section 143, make a statement as to whether the remuneration paid by the company to its directors is in accordance with the provisions of this section, whether remuneration paid to any director is in excess of the limit laid down under this section and give such other details as may be prescribed.

198 · Calculation of profits.—(1) In computing the net profits of a company in any financial year for the purpose of section 197,—

1 · Subs. by Act 1 of 2018, s. 67, for “permitted by the Central Government” (w.e.f. 12-9-2018).

2 · The proviso ins. by s. 67, ibid., (w.e.f. 12-9-2018).

3 · . The words "and if such conditions are not being complied, the approval of the Central Government had been obtained" by s. 67, ibid ., (w.e.f. 12-9-2018).

4 · Subs. by Act 22 of 2019, s. 29, for sub-section (15) (w.e.f. 2-11-2018) .

5 · Ins. by Act 1 of 2018, s. 67 (w.e.f. 12-9-2018).

2 · [(f) any amount representing unrealised gains, notional gains or revaluation of assets.]

1 · Ins. by Act 1 of 2018 , s. 68 (w.e.f. 12-9-2018).

2 · . Clause (f) ins. by s. 68, ibid . (w.e.f. 12-9-2018).

3 · The words "which begins at or after the commencement of this Act" omitted by s. 68 , ibid . (w.e.f. 12-9-2018).

199 · Recovery of remuneration in certain cases.—Without prejudice to any liability incurred under the provisions of this Act or any other law for the time being in force, where a company is required to re-state its financial statements due to fraud or non -compliance with any requirement under this Act and the rules made thereunder, the company shall recover from any past or present managing director or whole -time director or manager or Chief Executive Officer (by whatever name called) who, during the period for which the financial statements are required to be re-stated, received the remuneration (including stock option) in excess of what would have been payable to him as per restatement of financial statements.

200 · Central Government or company to fix limit with regard to remuneration.—Notwithstanding anything contained in this Chapter, 1 *** a company may, while according its approval under section 196, to any appointment or to any remuneration under section 197 in respect of cases where the company has inadequate or no profits, fix the remuneration within the limits specified in this Act, at such amount or percentage of profits of the company, as it may deem fit and while fixing the remuneration, 1 *** the company shall have regard to—

201 · Forms of, and procedure in relation to, certain applications.—(1) Every application made to the Central Government under 2 [section 196] shall be in such form as may be prescribed.

202 · Compensation for loss of office of managing or whole-time director or manager.—(1) A company may make payment to a managing or whole-time director or manager, but not to any other director, by way of compensation for loss of office, or as consideration for retirement from office or in connection with such loss or retirement.

1 · The words “the Central Government or” omitted by Act 1 of 2018, s. 69 (w.e.f. 12-9-2018).

2 · The words "this Chapter" omitted by s. 70, ibid . (w.e.f. 12-9-2018).

3 · . Subs. by s. 70, ibid . for "any of the sections aforesaid " (w.e.f. 12-9-2018).

203 · Appointment of key managerial personnel.—(1) Every company belonging to such class or classes of companies as may be prescribed shall have the following whole-time key managerial personnel,—

1 · [(5) If any company makes any default in complying with the provisions of this section, such company shall be liable to a penalty of five lakh rupees and every director and key managerial personnel of the company who is in default shall be liable to a penalty of fifty thousand rupees and where the default is a continuing one, with a further penalty of one thousand rupees for each day after the first during which such default continues but not exceeding five lakh rupees.]

204 · Secretarial audit for bigger companies.—(1) Every listed company and a company belonging to other class of companies as may be prescribed shall annex with its Board's report made in terms of subsection (3) of section 134, a secretarial audit report, given by a company secretary in practice, in such form as may be prescribed.

205 · Functions of company secretary.—(1) The functions of the company secretary shall include,—

206 · Power to call for information, inspect books and conduct inquiries.—(1) Where on a scrutiny of any document filed by a company or on any information received by him, the Registrar is of the opinion that any further information or explanation or any further documents relating to the company is necessary, he may by a written notice require the company—

1 · Subs. by Act 22 of 2019, s. 30, for sub-section (5) (w.e.f. 2-11-2018).

2 · Subs. by Act 29 of 2020, s. 41, for certain words (w.e.f. 21-12-2020).

208 · Report on inspection made.—The Registrar or inspector shall, after the inspection of the books of account or an inquiry under section 206 and other books and papers of the company under section 207, submit a report in writing to the Central Government along with such documents, if any, and such report may, if necessary, include a recommendation that further investigation into the affairs of the company is necessary giving his reasons in support.

209 · Search and seizure. — (1) Where, upon information in his possession or otherwise, the Registrar or inspector has reasonable ground to believe that the books and papers of a company, or relating to the key managerial personnel or any director or auditor or company secretary in practice if the company has not appointed a company secretary, are likely to be destroyed, mutilated, altered, falsified or secreted, he may, after obtaining an order from the Special Court for the seizure of such books and papers,—

210 · Investigation into affairs of company.—(1) Where the Central Government is of the opinion, that it is necessary to investigate into the affairs of a company,—

211 · Establishment of Serious Fraud Investigation Office.—(1) The Central Government shall, by notification, establish an office to be called the Serious Fraud Investigation Office to investigate frauds relating to a company:

212 · Investigation into affairs of Company by Serious Fraud Investigation Office.—(1) Without prejudice to the provisions of section 210, where the Central Government is of the opinion, that it is necessary to investigate into the affairs of a company by the Serious Fraud Investigation Office—

1 · Subs. by Act 21 of 2015, s. 17, for certain words, brackets and figures (w.e.f. 29-5-2015).

2 · Subs. by Act 22 of 2019 , s. 31, for "If the Director, Additional Director or Assistant Director" (w.e.f. 15-8-2019).

3 · Subs. s. 31, ibid., for "The Director, Additional Director or Assistant Director of Serious Fraud Investigation Office shall , immediately after arrest of such person under sub-section (8)" (w.e.f. 15-8-2019).

4 · Subs. by s. 31, ibid., for “Judicial Magistrate” (w.e.f. 15-8-2019).

5 · Subs. by s. 31, ibid., for “Magistrate’s Court” (w.e.f. 15-8-2019).

1 · [(14A) Where the report under sub-section (11) or sub-section (12) states that fraud has taken place in a company and due to such fraud any director, key managerial personnel, other officer of the company or any other person or entity, has taken undue advantage or benefit, whether in the form of any asset, property or cash or in any other manner, the Central Government may file an application before the Tribunal for appropriate orders with regard to disgorgement of such asset, property or cash and also for holding such director, key managerial personnel, other officer or any other person liable personally without any limitation of liability.]

213 · Investigation into company’s affairs in other cases.—The Tribunal may,—

1 · Ins. by Act 22 of 2019 , s. 31 (w.e.f. 15-8-2019).

214 · Security for payment of costs and expenses of investigation.—Where an investigation is ordered by the Central Government in pursuance of clause (b) of sub-section (1) of section 210, or in pursuance of an order made by the Tribunal under section 213, the Central Government may before appointing an inspector under sub-section (3) of section 210 or clause (b) of section 213, require the applicant to give such security not exceeding twenty-five thousand rupees as may be prescribed, as it may think fit, for payment of the costs and expenses of the investigation and such security shall be refunded to the applicant if the investigation results in prosecution.

215 · Firm, body corporate or association not to be appointed as inspector.—No firm, body corporate or other association shall be appointed as an inspector.

216 · Investigation of ownership of company.—(1) Where it appears to the Central Government that there is a reason so to do, it may appoint one or more inspectors to investigate and report on matters relating to the company, and its membership for the purpose of determining the true persons—

2 · [(c) who have or had beneficial interest in shares of a company or who are or have been beneficial owners or significant beneficial owner of a company].

1 · Subs. by Act 1 of 2018, s. 71 , for "company" (w.e.f. 13-6-2018).

2 · . Ins. by s. 71, ibid. (w.e.f. 13-6-2018).

217 · Procedure, powers, etc., of inspectors.—(1) It shall be the duty of all officers and other employees and agents including the former officers, employees and agents of a company which is under investigation in accordance with the provisions contained in this Chapter, and where the affairs of any other body corporate or a person are investigated under section 219, of all officers and other employees and agents including former officers, employees and agents of such body corporate or a person—

218 · Protection of employees during investigation.—(1) Notwithstanding anything contained in any other law for the time being in force, if—

219 · Power of inspector to conduct investigation into affairs of related companies, etc.—If an inspector appointed under section 210 or section 212 or section 213 to investigate into the affairs of a company considers it necessary for the purposes of the investigation, to investigate also the affairs of—

220 · Seizure of documents by inspector.—(1) Where in the course of an investigation under this Chapter, the inspector has reasonable grounds to believe that the books and papers of, or relating to, any company or other body corporate or managing director or manager of such company are likely to be destroyed, mutilated, altered, falsified or secreted, the inspector may—

221 · Freezing of assets of company on inquiry and investigation.—(1) Where it appears to the Tribunal, on a reference made to it by the Central Government or in connection with any inquiry or investigation into the affairs of a company under this Chapter or on any complaint made by such number of members as specified under sub-section (1) of section 244 or a creditor having one lakh amount outstanding against the company or any other person having a reasonable ground to believe that the removal, transfer or disposal of funds, assets, properties of the company is likely to take place in a manner that is prejudicial to the interests of the company or its shareholders or creditors or in public interest, it may by order direct that such transfer, removal or disposal shall not take place during such period not exceeding three years as may be specified in the order or may take place subject to such conditions and restrictions as the Tribunal may deem fit.

222 · Imposition of restrictions upon securities.—(1) Where it appears to the Tribunal, in connection with any investigation under section 216 or on a complaint made by any person in this behalf, that there is good reason to find out the relevant facts about any securities issued or to be issued by a company and the Tribunal is of the opinion that such facts cannot be found out unless certain restrictions, as it may deem fit, are imposed, the Tribunal may, by order, direct that the securities shall be subject to such restrictions as it may deem fit for such period not exceeding three years as may be specified in the order.

223 · Inspector's report.—(1) An inspector appointed under this Chapter may, and if so directed by the Central Government shall, submit interim reports to that Government, and on the conclusion of the investigation, shall submit a final report to the Central Government.

1 · Ins. by Act 1 of 2018, s. 72 (w.e.f. 9-2-2018).

2 · Subs. by Act 21 of 2015, s. 18, for “by the seal” (w.e.f. 29-5-2015).

224 · Actions to be taken in pursuance of inspector's report.—(1) If, from an inspector's report, made under section 223, it appears to the Central Government that any person has, in relation to the company or in relation to any other body corporate or other person whose affairs have been investigated under this Chapter been guilty of any offence for which he is criminally liable, the Central Government may prosecute such person for the offence and it shall be the duty of all officers and other employees of the company or body corporate to give the Central Government the necessary assistance in connection with the prosecution.

225 · Expenses of investigation.—(1) The expenses of, and incidental to, an investigation by an inspector appointed by the Central Government under this Chapter other than expenses of inspection under section 214 shall be defrayed in the first instance by the Central Government, but shall be reimbursed by the following persons to the extent mentioned below, namely:—

1 · Ins. by Act 31 of 2016, s. 255 and the Eleventh Schedule (w.e.f. 15-11-2016).

226 · Voluntary winding up of company, etc., not to stop investigation proceedings.—An investigation under this Chapter may be initiated notwithstanding, and no such investigation shall be stopped or suspended by reason only of, the fact that—

227 · Legal advisors and bankers not to disclose certain information.—Nothing in this Chapter shall require the disclosure to the Tribunal or to the Central Government or to the Registrar or to an inspector appointed by the Central Government—

228 · Investigation, etc., of foreign companies.—The provisions of this Chapter shall apply mutatis mutandis to inspection, inquiry or investigation in relation to foreign companies.

229 · Penalty for furnishing false statement, mutilation, destruction of documents.—Where a person who is required to provide an explanation or make a statement during the course of inspection, inquiry or investigation, or an officer or other employee of a company or other body corporate which is also u nder investigation,—

230 · Power to compromise or make arrangements with creditors and members.—(1) Where a compromise or arrangement is proposed—

1 · Ins. by Act 31 of 2016, s. 255 and the Eleventh Schedule (w.e.f. 15-11-2016).

1 · . Ins. by Act 31 of 2016, s. 255 and The Eleventh Schedule (w.e.f. 15-11-2016).

231 · Power of Tribunal to enforce compromise or arrangement.—(1) Where the Tribunal makes an order under section 230 sanctioning a compromise or an arrangement in respect of a company, it—

232 · Merger and amalgamation of companies.—(1) Where an application is made to the Tribunal under section 230 for the sanctioning of a compromise or an arrangement proposed between a company and any such persons as are mentioned in that section, and it is shown to the Tribunal—

1 · [(8) If a company fails to comply with sub-section (5), the company and every officer of the company who is in default shall be liable to a penalty of twenty thousand rupees, and where the failure is a continuing one, with a further penalty of one thousand rupees for each day after the first during which such failure continues, subject to a maximum of three lakh rupees.]

233 · Merger or amalgamation of certain companies.—(1) Notwithstanding the provisions of section 230 and section 232, a scheme of merger or amalgamation may be entered into between two or more small companies or between a holding company and its wholly-owned subsidiary company or such other class or classes of companies as may be prescribed, subject to the following, namely:—

1 · Subs. by Act 29 of 2020, s. 42, for sub-section (8) (w.e.f. 21-12-2020).

234 · Merger or amalgamation of company with foreign company.—(1) The provisions of this Chapter unless otherwise provided under any other law for the time being in force, shall apply mutatis

235 · Power to acquire shares of shareholders dissenting from scheme or contract approved by majority.—(1) Where a scheme or contract involving the transfer of shares or any class of shares in a company (the transferor company) to another company (the transferee company) has, within four months after making of an offer in that behalf by the transferee company, been approved by the holders of not less than nine -tenths in value of the shares whose transfer is involved, other than shares already held at the date of the offer by, or by a nominee of the transferee company or its subsidiary companies, the transferee company may, at any time within two months after the expiry of the said four months, give notice in the prescribed manner to any dissenting shareholder that it desires to acquire his shares.

236 · Purchase of minority shareholding.—(1) In the event of an acquirer, or a person acting in concert with such acquirer, becoming registered holder of ninety per cent. or more of the issued equity share capital of a company, or in the event of any person or group of persons becoming ninety per cent. majority or holding ninety per cent. of the issued equity share capital of a company, by virtue of an amalgamation, share exchange, conversion of securities or for any other reason, such acquirer, person or group of persons, as the case may be, shall notify the company of their intention to buy the remaining equity shares.

1 · Subs. by Act 1 of 2018, s. 73, for “transferor company” (w.e.f. 9-2-2018).

2 · Subs. by Act 1 of 2018, s. 73, for “transferor company” (w.e.f. 9-2-2018).

237 · Power of Central Government to provide for amalgamation of companies in public interest. — (1) Where the Central Government is satisfied that it is essential in the public interest that two or more companies should amalgamate, the Central Government may, by order notified in the Official Gazette, provide for the amalgamation of those companies into a single company with such constitution, with such property, powers, rights, interests, authorities and privileges, and with such liabilities, duties and obligations, as may be specified in the order.

238 · Registration of offer of schemes involving transfer of shares.—(1) In relation to every offer of a scheme or contract involving the transfer of shares or any class of shares in the transferor company to the transferee company under section 235,—

239 · Preservation of books and papers of amalgamated companies.—The books and papers of a company which has been amalgamated with, or whose shares have been acquired by, another company under this Chapter shall not be disposed of without the prior permission of the Central Government and before granting such permission, that Government may appoint a person to examine the books and papers or any of them for the purpose of ascertaining whether they contain any evidence of the commission of an offence in connection with the promotion or formation, or the management of the affairs, of the transferor company or its amalgamation or the acquisition of its shares.

240 · Liability of officers in respect of offences committed prior to merger, amalgamation, etc.— Notwithstanding anything in any other law for the time being in force, the liability in respect of offences committed under this Act by the officers in default, of the transferor company prior to its merger, amalgamation or acquisition shall continue after such merger, amalgamation or acquisition.

241 · Application to Tribunal for relief in cases of oppression, etc.—(1) Any member of a company who complains that—

1 · . Subs. by Act 22 of 2019, s. 32, for "punishable with fine which shall not be less than twenty-five thousand rupees but which may extend to five lakh rupees" (w.e.f. 2-11-2018).

1 · [Provided that the applicants under this sub-section, in respect of such company or class of companies, as may be prescribed, shall be made before the Principal Bench of the Tribunal which shall be dealt with by such Bench.]

1 · [(3) Where in the opinion of the Central Government there exist circumstances suggesting that—

242 · Powers of Tribunal. — (1) If, on any application made under section 241, the Tribunal is of the opinion—

1 · Ins. by Act 22 of 2019, s. 33 (w.e.f. 15-8-2019).

1 · [(4A) At the conclusion of the hearing of the case in respect of sub-section (3) of section 241, the Tribunal shall record its decision stating therein specifically as to whether or not respondent is a fit and proper person to hold the officer of director or any other officer connected with the conduct and management of any company.]

1 · Ins. by Act 22 of 2019, s. 34 (w.e.f. 15-8-2019).

243 · Consequence of termination or modification of certain agreements.—(1) Where an order made under section 242 terminates, sets aside or modifies an agreement such as is referred to in sub-section (2) of that section, —

3 · [(1A) The person who is not a fit and proper person pursuant to sub-section (4A) of section 242 shall not hold the officer of a director or any other officer connected with the conduct and management of the affairs of any other officer connected with the conduct and management of the affairs of any company for a period of five years from the date of the said decision:

244 · Right to apply under section 241.—(1) The following members of a company shall have the right to apply under section 241, namely:—

1 · The words "with imprisonment for a term which may extend to six months or" omitted by Act 29 of 2020, s. 43 (w.e.f. 21-12-2020).

2 · Subs. by s. 43 , ibid., for "one lakh rupees, or with both" (w.e.f. 21-12-2020).

3 · Ins. by Act 22 of 2019, s. 35 (w.e.f. 15-8-2019).

4 · Ins. by Act 22 of 2019, s. 35 (w.e.f. 15-8-2019).

5 · The words "with imprisonment for a term which may extend to six months or" omitted by Act 29 of 2020, s. 44 (w.e.f. 21-12-2020).

6 · Subs. by s. 44, ibid., for “five lakh rupees, or with both” (w.e.f. 21-12-2020).

245 · Class action. — (1) Such number of member or members, depositor or depositors or any class of them, as the case may be, as are indicated in sub-section (2) may, if they are of the opinion that the management or conduct of the affairs of the company are being conducted in a manner prejudicial to the interests of the company or its members or depositors, file an application before the Tribunal on behalf of the members or depositors for seeking all or any of the following orders, namely:—

246 · Application of certain provisions to proceedings under section 241 or section 245.—The provisions of sections 337 to 341 (both inclusive) shall apply mutatis mutandis, in relation to an application made to the Tribunal under section 241 or section 245.

247 · Valuation by registered valuers.—(1) Where a valuation is required to be made in respect of any property, stocks, shares, debentures, securities or goodwill or any other assets (herein referred to as the assets) or net worth of a company or its liabilities under the provision of this Act, it shall be valued by 1 [a person having such qualifications and experience, registered as a valuer and being a member of an organisation recognised, in such manner, on such terms and conditions as may be prescribed] and appointed by the audit committee or in its absence by the Board of Directors of that company.

248 · Power of Registrar to remove name of company from register of companies.—(1) Where the Registrar has reasonable cause to believe that—

7 · [(d) the subscribers to the memorandum have not paid the subscription which they had undertaken to pay at the time of incorporation of a company and a declaration to this effect has not been filed within one hundred and eighty days of its incorporation under sub-section (1) of section 10A; or

1 · Subs. by Notification No. S.O. 3400(E), s. 2 for certain words (w.e.f. 23-10-2017).

2 · Subs. by Act 1 of 2018, s. 74, for “during or after the valuation of assets” (w.e.f. 9-2-2018).

3 · Subs. by vide Notification No. S.O. 1303(E), for certain words (w.e.f. 24-3-2021).

4 · Ins. by Act 21 of 2015, s. 19 (w.e.f. 29-5-2015).

5 · Clause (b) omitted by s. 19, ibid. (w.e.f. 29-5-2015).

6 · Subs. by Act 22 of 2019, s. 36, for “section 455,” (w.e.f. 2-11-2018).

7 · Ins. by s. 36, ibid. (w.e.f. 2-11-2018).

249 · Restrictions on making application under section 248 in certain situations.—(1) An application under sub-section (2) of section 248 on behalf of a company shall not be made if, at any time in the previous three months, the company—

1 · [(e) is being wound up under Chapter XX of this Act or under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).]

1 · Subs. by Act 31 of 2016, s. 255 and the Eleventh Schedule, for clause (e) (w.e.f. 15-11-2016).

250 · Effect of company notified as dissolved.—Where a company stands dissolved under section 248, it shall on and from the date mentioned in the notice under sub -section (5) of that section cease to operate as a company and the Certificate of Incorporation issued to it shall be deemed to have been cancelled from such date except for the purpose of realising the amount due to the company and for the payment or discharge of the liabilities or obligations of the company.

251 · Fraudulent application for removal of name.—(1) Where it is found that an application by a company under sub-section (2) of section 248 has been made with the object of evading the liabilities of the company or with the intention to deceive the creditors or to defraud any other persons, the persons in charge of the management of the company shall, notwithstanding that the company has been notified as dissolved— d—

252 · Appeal to Tribunal.—(1) Any person aggrieved by an order of the Registrar, notifying a company as dissolved under section 248, may file an appeal to the Tribunal within a period of three years from the date of the order of the Registrar and if the Tribunal is of the opinion that the removal of the name of the company from the register of companies is not justified in view of the absence of any of the grounds on which the order was passed by the Registrar, it may order restoration of the name of the company in the register of companies:

253 · [Determination of sickness . ] Omitted by the Insolvency and Bankruptcy Code, 2016 (31 of 2016), s. 255 and the Eleventh Schedule (w.e.f. 15-11-2016) .

254 · [Application for revival and rehabilitation.] Omitted by s. 255 and the Eleventh Schedule, ibid. (w.e.f. 15-11-2016) .

255 · [Exclusion of certain time in computing period of limitation . ] Omitted by s. 255 and the Eleventh Schedule, ibid. (w.e.f. 15-11-2016) .

256 · [Appointment of interim administrator . ]Omitted by s. 255 and the Eleventh Schedule, ibid. (w.e.f. 15-11-2016) .

257 · [Committee of creditors . ] Omitted by s. 255 and the Eleventh Schedule, ibid. (w.e.f. f. 15 -11 -2016) .

258 · [Order of Tribunal . ]Omitted by s. 255 and the Eleventh Schedule, ibid. (w.e.f. 15-11-2016) .

259 · [Appointment of administrator . ]Omitted by s. 255 and the Eleventh Schedule, ibid. (w.e.f. 15 -11 -2016) .

260 · [Powers and duties of company administrator . ] Omitted by s. 255 and the Eleventh Schedule, ibid. (w.e.f. 15-11-2016) .

261 · [Scheme of revival and rehabilitation.] Omitted by s. 255 and the Eleventh Schedule, ibid. (w.e.f. 15-11-2016) .

262 · [Sanction of scheme . ] Omitted by s. 255 and the Eleventh Schedule, ibid. (w.e.f. 15-11-2016) .

263 · [Scheme to be binding.] Omitted by s. 255 and the Eleventh Schedule, ibid. (w.e.f. 15-11-2016) .

264 · [Implementation of scheme . ] Omitted by s. 255 and the Eleventh Schedule, ibid. (w.e.f. 15 -11 -2016) .

265 · [Winding up of company on report of company administrator . ] Omitted by s. 255 and the Eleventh Schedule, ibid.(w.e.f. 15-11-2016) .

266 · . [Power of Tribunal to assess damages against delinquent directors, etc.] Omitted by the Insolvency and Bankruptcy Code, 2016 (31 of 2016), s. 255 and the Eleventh Schedule (w.e.f. 15-11-2016) .

268 · [Bar of jurisdiction.] Omitted by s. 255 and the Eleventh Schedule, ibid.(w.e.f. 15-11-2016) .

1 · [270.Winding up by Tribunal . — The provisions of Part I shall apply to the winding up of a company by the Tribunal under this Act . ]

2 · [271. Circumstances in which company may be wound up by Tribunal.—A company may, on a petition under section 272, be wound up by the Tribunal,—

1 · Subs. by Act 31 of 2016, s. 255 and the Eleventh Schedule, for section 270 (w.e.f. 15-11-2016).

2 · Subs. by s. 255 and the Eleventh Schedule, ibid., for section 271 (w.e.f. 15-11-2016).

1 · [272. Petition for winding up . — (1) Subject to the provisions of this section, a petition to the Tribunal for the winding up of a company shall be presented by— y—

273 · Powers of Tribunal. — (1) The Tribunal may, on receipt of a petition for winding up under section 272 pass any of the following orders, namely:—

1 · Subs. by Act 31 of 2016, s. 255 and the Eleventh Schedule, for section 272 (w.e.f. 15-11-2016).

2 · Subs. by Act 22 of 2019, s. 37, for “or clause (e) of that sub-section” (w.e.f. 15-8-2019).

274 · Directions for filing statement of affairs.—(1) Where a petition for winding up is filed before the Tribunal by any person other than the company, the Tribunal shall, if satisfied that a prima facie case for winding up of the company is made out, by an order direct the company to file its objections along with a statement of its affairs within thirty days of the order in such form and in such manner as may be prescribed:

275 · Company Liquidators and their appointments.—(1) For the purposes of winding up of a company by the Tribunal, the Tribunal at the time of the passing of the order of winding up, shall appoint an Official Liquidator or a liquidator from the panel maintained under sub-section (2) as the Company Liquidator.

1 · [(2) The provisional liquidator or the Company Liquidator, as the case may, shall be appointed by the Tribunal from amongst the insolvency professionals registered under the Insolvency and Bankruptcy Code, 2016 (31 of 2016);]

1 · Subs. by Act 31 of 2016, s. 255 and the Eleventh Schedule, for sub-section (2) (w.e.f. 15-11-2016).

2 · Sub -section (4) omitted by s. 255 and the Eleventh Schedule , ibid . (w.e.f. 15-11-2016).

276 · Removal and replacement of liquidator.—(1) The Tribunal may, on a reasonable cause being shown and for reasons to be recorded in writing, remove the provisional liquidator or the Company Liquidator, as the case may be, as liquidator of the company on any of the following grounds, namely:—

277 · Intimation to Company Liquidator, provisional liquidator and Registrar.—(1) Where the Tribunal makes an order for appointment of provisional liquidator or for the winding up of a company, it shall, within a period not exceeding seven days from the date of passing of the order, cause intimation thereof to be sent to the Company Liquidator or provisional liquidator, as the case may be, and the Registrar.

278 · Effect of winding up order.—The order for the winding up of a company shall operate in favour of all the creditors and all contributories of the company as if it had been made out on the joint petition of creditors and contributories.

279 · Stay of suits, etc., on winding up order.—(1) When a winding up order has been passed or a provisional liquidator has been appointed, no suit or other legal proceeding shall be commenced, or if pending at the date of the winding up order, shall be proceeded with, by or against the company, except with the leave of the Tribunal and subject to such terms as the Tribunal may impose:

1 · [280. Jurisdiction of Tribunal.—The Tribunal shall, notwithstanding anything contained in any other law for the time being in force, have jurisdiction to entertain, or dispose of,—

1 · Subs. by Act 31 of 2016, s. 255 and the Eleventh Schedule, for section 280 (w.e.f. 15-11-2016).

281 · Submission of report by Company Liquidator.—(1) Where the Tribunal has made a winding up order or appointed a Company Liquidator, such liquidator shall, within sixty days from the order, submit to the Tribunal, a report containing the following particulars, namely:—

282 · Directions of Tribunal on report of Company Liquidator.—(1) The Tribunal shall, on consideration of the report of the Company Liquidator, fix a time limit within which the entire proceedings shall be completed and the company be dissolved:

283 · Custody of company's properties.—(1) Where a winding up order has been made or where a provisional liquidator has been appointed, the Company Liquidator or the provisional liquidator, as the case may be, shall, on the order of the Tribunal, forthwith take into his or its custody or control all the property, effects and actionable claims to which the company is or appears to be entitled to and take such steps and measures, as may be necessary, to protect and preserve the properties of the company.

284 · Promoters, directors, etc., to cooperate with Company Liquidator.—(1) The promoters, directors, officers and employees, who are or have been in employment of the company or acting or associated with the company shall extend full cooperation to the Company Liquidator in discharge of his functions and duties.

1 · [(2) If any person required to assist or cooperate with the Company Liquidator under sub-section (1) does not assist or cooperate, the Company Liquidator may make an application to the Tribunal for necessary directions.

285 · Settlement of list of contributories and application of assets.—(1) As soon as may be after the passing of a winding up order by the Tribunal, the Tribunal shall settle a list of contributories, cause rectification of register of members in all cases where rectification is required in pursuance of this Act and shall cause the assets of the company to be applied for the discharge of its liability:

1 · Subs. by Act 29 of 2020, s. 46, for sub-section (2) (w.e.f. 21-12-2020).

286 · Obligations of directors and managers.—In the case of a limited company, any person who is or has been a director or manager, whose liability is unlimited under the provisions of this Act, shall, in addition to his liability, if any, to contribute as an ordinary member, be liable to make a further contribution as if he were at the commencement of winding up, a member of an unlimited company:

287 · Advisory committee.—(1) The Tribunal may, while passing an order of winding up of a company, direct that there shall be, an advisory committee to advise the Company Liquidator and to report to the Tribunal on such matters as the Tribunal may direct.

288 · Submission of periodical reports to Tribunal.—(1) The Company Liquidator shall make periodical reports to the Tribunal and in any case make a report at the end of each quarter with respect to the progress of the winding up of the company in such form and manner as may be prescribed.

289 · [Power of Tribunal on application for stay of winding up . ] Omitted by the Insolvency and Bankruptcy Code, 2016 (31 of 2016), s. 255 and the Eleventh Schedule (w.e.f. 15-11-2016).

290 · Powers and duties of Company Liquidator.—(1) Subject to directions by the Tribunal, if any, in this regard, the Company Liquidator, in a winding up of a company by the Tribunal, shall have the power— r—

291 · Provision for professional assistance to Company Liquidator.—(1) The Company Liquidator may, with the sanction of the Tribunal, appoint one or more chartered accountants or company secretaries

292 · Exercise and control of Company Liquidator's powers.—(1) Subject to the provisions of this Act, the Company Liquidator shall, in the administration of the assets of the company and the distribution thereof among its creditors, have regard to any directions which may be given by the resolution of the creditors or contributories at any general meeting or by the advisory committee .

293 · Books to be kept by Company Liquidator.—(1) The Company Liquidator shall keep proper books in such manner, as may be prescribed, in which he shall cause entries or minutes to be made of proceedings at meetings and of such other matters as may be prescribed.

294 · Audit of Company Liquidator's accounts.—(1) The Company Liquidator shall maintain proper and regular books of account including accounts of receipts and payments made by him in such form and manner as may be prescribed.

295 · Payment of debts by contributory and extent of set-off.—(1) The Tribunal may, at any time after passing of a winding up order, pass an order requiring any contributory for the time being on the list of contributories to pay, in the manner directed by the order, any money due to the company, from him or from the estate of the person whom he represents, exclusive of any money payable by him or the estate by virtue of any call in pursuance of this Act.

296 · Power of Tribunal to make calls. — The Tribunal may, at any time after the passing of a winding up order, and either before or after it has ascertained the sufficiency of the assets of the company,—

297 · Adjustment of rights of contributories.—The Tribunal shall adjust the rights of the contributories among themselves and distribute any surplus among the persons entitled thereto.

298 · Power to order costs. — The Tribunal may, in the event of the assets of a company being insufficient to satisfy its liabilities, make an order for the payment out of the assets, of the costs, charges and expenses incurred in the winding up, in such order of priority inter se as the Tribunal thinks just and proper.

299 · Power to summon persons suspected of having property of company, etc.—(1) The Tribunal may, at any time after the appointment of a provisional liquidator or the passing of a winding up order, summon before it any officer of the company or person known or suspected to have in his possession any property or books or papers, of the company, or known or suspected to be indebted to the company, or any person whom the Tribunal thinks to be capable of giving information concerning the promotion, formation, trade, dealings, property, books or papers, or affairs of the company.

300 · Power to order examination of promoters, directors, etc.—(1) Where an order has been made for the winding up of a company by the Tribunal, and the Company Liquidator has made a report to the Tribunal under this Act, stating that in his opinion a fraud has been committed by any person in the promotion , formation, business or conduct of affairs of the company since its formation, the Tribunal may, after considering the report, direct that such person or officer shall attend before the Tribunal on a day appointed by it for that purpose, and be examined as to the promotion or formation or the conduct of the business of the company or as to his conduct and dealings as an officer thereof.

301 · Arrest of person trying to leave India or abscond.—At any time either before or after passing a winding up order, if the Tribunal is satisfied that a contributory or a person having property, accounts or papers of the company in his possession is about to leave India or otherwise to abscond, or is about to remove or conceal any of his property, for the purpose of evading payment of calls or of avoiding examination respecting the affairs of the company, the Tribunal may cause—

302 · Dissolution of company by Tribunal.—(1) When the affairs of a company have been completely wound up, the Company Liquidator shall make an application to the Tribunal for dissolution of such company.

1 · [(3) The Tribunal shall, within a period of thirty days form the date of the order, —

303 · Appeals from orders made before commencement of Act.—Nothing in this Chapter shall affect the operation or enforcement of any order made by any Court in any proceedings for the winding up of a company immediately before the commencement of this Act and an appeal against such order shall be filed before such authority competent to hear such appeals before such commencement.

1 · Subs. by Act 29 of 2020, s. 47, for sub-section (3) (w.e.f. 21-212020).

2 · Sub -section (4) omitted by s. 47, ibid. (w.e.f. 21-12-2020).

320 · [Distribution of property of company.] Omitted by s. 255 and the Eleventh Schedule, ibid. (w.e.f. 15-11-2016).

321 · [Arrangement when binding on company and creditors.] Omitted by the Insolvency and Bankruptcy Code, 2016 (31 of 2016), s. 255 and the Eleventh Schedule (w.e.f. 15-11-2016).

322 · [Power to apply to Tribunal to have questions determined, etc.] Omitted by s. 255 and the Eleventh Schedule, ibid.(w.e.f. 15-11-2016).

324 · Debts of all descriptions to be admitted to proof.— In every winding up (subject, in the case of insolvent companies, to the application in accordance with the provisions of this Act or of the law of insolvency), all debts payable on a contingency, and all claims against the company, present or future, certain or contingent, ascertained or sounding only in damages, shall be admissible to proof against the company, a just estimate being made, so far as possible, of the value of such debts or claims as may be subject to any contingency, or may sound only in damages, or for some other reason may not bear a certain value.

1 · [326. Overriding preferential payments.—(1) In the winding up of a company under this Act, the following debts shall be paid in priority to all other debts:—

1 · Subs. by Act 31 of 2016, s. 255 and the Eleventh Schedule, for section 326 (w.e.f. 15-11-2016).

327 · Preferential payments.—(1) In a winding up, subject to the provisions of section 326, there shall be paid in priority to all other debts,—

1 · [(7) Sections 326 and 327 shall not be applicable in the event of liquidation under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).]

2 · [(c) the expression " relevant date " means in the case of a company being wound up by the Tribunal, the date of appointment or first appointment of a provisional liquidator, or if no such appointment was made, the date of the winding up order, unless, in either case, the company had commenced to be wound up voluntarily before that date under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).]

328 · Fraudulent preference.—(1) Where a company has given preference to a person who is one of the creditors of the company or a surety or guarantor for any of the debts or other liabilities of the company, and the company does anything or suffers anything done which has the effect of putting that person into a position which, in the event of the company going into liquidation, will be better than the position he would have been in if that thing had not been done prior to six months of making winding up application, the Tribunal, if satisfied that, such transaction is a fraudulent preference may order as it may think fit for restoring the position to what it would have been if the company had not given that preference.

3 · [329. Transfers not in good faith to be void . —A —Any transfer of property, movable or immovable, or any delivery of goods, made by a company, not being a transfer or delivery made in the ordinary course of its business or in favour of a purchaser or encumbrancer in good faith and for valuable consideration, if made within a period of one year before the presentation of a petition for winding up by the Tribunal under this Act shall be void against the Company Liquidator.]

330 · Certain transfers to be void. —A —Any transfer or assignment by a company of all its properties or assets to trustees for the benefit of all its creditors shall be void.

331 · Liabilities and rights of certain persons fraudulently preferred.—(1) Where a company is being wound up and anything made, taken or done after the commencement of this Act is invalid under section 328 as a fraudulent preference of a person interested in property mortgaged or charged to secure the company's debt, then, without prejudice to any rights or liabilities arising, apart from this provision, the person preferred shall be subject to the same liabilities, and shall have the same rights, as if he had undertaken to be personally liable as a surety for the debt, to the extent of the mortgage or charge on the property or the value of his interest, whichever is less.

1 · Ins. by Act 31 of 2016, s. 255 and the Eleventh Schedule (w.e.f. 15-11-2016).

2 · Subs. by s. 255 and the Eleventh Schedule, ibid ., for clause (c) (w.e.f. 15-11-2016).

3 · Subs. by Act 31 of 2016 , s. 255 and the Eleventh Schedule, for section 329 (w.e.f. 15-11-2016).

332 · Effect of floating charge.—Where a company is being wound up, a floating charge on the undertaking or property of the company created within the twelve months immediately preceding the commencement of the winding up, shall, unless it is proved that the company immediately after the creation of the charge was solvent, be invalid, except for the amount of any cash paid to the company at the time of, or subsequent to the creation of, and in consideration for, the charge, together with interest on that amount at the rate of five per cent. per annum or such other rate as may be notified by the Central Government in this behalf.

333 · Disclaimer of onerous property.—(1) Where any part of the property of a company which is being wound up consists of—

1 · [334. Transfers, etc., after commencement of winding up to be void.—In the case of a winding up by the Tribunal, any disposition of the property including actionable claims, of the company and any transfer of shares in the company or alteration in the status of its members, made after the commencement of the winding up shall, unless the Tribunal otherwise orders, be void . ]

335 · Certain attachments, executions, etc., in winding up by Tribunal to be void.—(1) Where any company is being wound up by the Tribunal,—

336 · Offences by officers of companies in liquidation.—(1) If any person, who is or has been an officer of a company which, at the time of the commission of the alleged offence, is being wound up, 2 [by the Tribunal under this Act or which is subsequently ordered to be wound up by the Tribunal under this Act],—

1 · Subs. by Act 31 of 2016, s. 255 and the Eleventh Schedule, for section 334 (w.e.f. 15-11-2016) .

2 · Subs. by s. 255 and the Eleventh Schedule, ibid., for "whether by the Tribunal or voluntarily, or which is subsequently ordered to be wound up by the Tribunal or which subsequently passes a resolution for voluntary winding up" (w.e.f. 15-11-2016).

337 · Penalty for frauds by officers.—If any person, being at the time of the commission of the alleged offence an officer of a company which is subsequently ordered to be wound up by the Tribunal 1 [under this Act]—

338 · Liability where proper accounts not kept.—(1) Where a company is being wound up, if it is shown that proper books of account were not kept by the company throughout the period of two years immediately preceding the commencement of the winding up, or the period between the incorporation of the company and the commencement of the winding up, whichever is shorter, every officer of the company who is in default shall, unless he shows that he acted honestly and that in the circumstances in which the business of the company was carried on, the default was excusable, be punishable with imprisonment for a term which shall not be less than one year but which may extend to three years and with fine which shall not be less than one lakh rupees but which may extend to three lakh rupees.

339 · Liability for fraudulent conduct of business.—(1) If in the course of the winding up of a company, it appears that any business of the company has been carried on with intent to defraud creditors of the company or any other persons or for any fraudulent purpose, the Tribunal, on the application of the Official Liquidator, or the Company Liquidator or any creditor or contributory of the company, may, if it thinks it proper so to do, declare that any person, who is or has been a director, manager, or officer of the company or any persons who were knowingly parties to the carrying on of the business in the manner aforesaid shall be personally responsible, without any limitation of liability, for all or any of the debts or other liabilities of the company as the Tribunal may direct:

1 · Subs. by Act 31 of 2016, s. 255 and the Eleventh Schedule, for " or which subsequently passes a resolution for voluntary winding up," (w.e.f. 15-11-2016).

340 · Power of Tribunal to assess damages against delinquent directors, etc.—(1) If in the course of winding up of a company, it appears that any person who has taken part in the promotion or formation of the company, or any person, who is or has been a director, manager, Company Liquidator or officer of the company—

341 · Liability under sections 339 and 340 to extend to partners or directors in firms or companies.—Where a declaration under section 339 or an order under section 340 is made in respect of a firm or body corporate, the Tribunal shall also have power to make a declaration under section 339, or pass an order under section 340, as the case may be, in respect of any person who was at the relevant time a partner in that firm or a director of that body corporate.

342 · Prosecution of delinquent officers and members of company.—(1) If it appears to the Tribunal in the course of a winding up by the Tribunal, that any person, who is or has been an officer, or any member, of the company has been guilty of any offence in relation to the company, the Tribunal may, either on the

343 · Company Liquidator to exercise certain powers subject to sanction.— 3 [(1) The Company Liquidator may, with the sanction of the Tribunal, when the company is being wound up by the Tribunal,—

344 · Statement that company is in liquidation.—(1) Where a company is being wound up, whether by the Tribunal or voluntarily, every invoice, order for goods or business letter issued by or on behalf of the company or a Company Liquidator of the company, or a receiver or manager of the property of the company, being a document on or in which the name of the company appears, shall contain a statement that the company is being wound up.

345 · Books and papers of company to be evidence.—Where a company is being wound up, all books and papers of the company and of the Company Liquidator shall, as between the contributories of the company, be prima facie evidence of the truth of all matters purporting to be recorded therein.

1 · Sub -sections (2), (3) and (4) omitted by Act 31 of 2016, s. 255 and the Eleventh Schedule (w.e.f. 15-11-2016).

2 · Sub -section (6) omitted by Act 29 of 2020, s. 48 (w.e.f. 21-12-2020).

3 · Subs. by Act 31 of 2016, s. 255 and the Eleventh Schedule, for sub-section (1) (w.e.f. 15-11-2016).

346 · Inspection of books and papers by creditors and contributories.—(1) At any time after the making of an order for the winding up of a company by the Tribunal, any creditor or contributory of the company may inspect the books and papers of the company only in accordance with, and subject to such rules as may be prescribed.

347 · Disposal of books and papers of company.— 1 [(1) When the affairs of a company have been completely wound up and it is about to be dissolved, the books and papers of such company and those of the Company Liquidator may be disposed of in such manner as the Tribunal directs . ]

348 · Information as to pending liquidations.—4 4 [(1) If the winding up of a company is not concluded within one year after its commencement, the Company Liquidator shall, unless he is exempted from so doing, either wholly or in part by the Central Government, within two months of the expiry of such year and thereafter until the winding up is concluded, at intervals of not more than one year or at such shorter intervals, if any, as may be prescribed, file a statement in such form containing such particulars as may be prescribed, duly audited, by a person qualified to act as auditor of the company, with respect to the proceedings in, and position of, the liquidation, with the Tribunal:

1 · Subs. by Act 31 of 2016, s. 255 and the Eleventh Schedule, for sub-section (1) (w.e.f. 15-11-2016).

2 · The words "with imprisonment for a term which may extend to six months or" omitted by Act 29 of 2020, s. 49 (w.e.f. 21-122020).

3 · Subs. by s. 49, ibid., for “fifty thousand rupees, or with both” (w.e.f. 21-12-2020).

4 · Subs. by s. 255 and the Eleventh Schedule, ibid ., for sub -section (1) (w.e.f. 15-11-2016).

1 · [(6) Where a Company Liquidator, who is an insolvency professional registered under the Insolvency and Bankrupt Code, 2016 (31 of 2016) is in default in complying with the provisions of this section, then such default shall be deemed to be a contravention of the provisions of the said Code, and the rules and regulations made thereunder for the purpose of proceedings under chapter VI of Part IV of that Code.]

349 · Official Liquidator to make payments into public account of India.—Every Official Liquidator shall, in such manner and at such times as may be prescribed, pay the monies received by him as Official Liquidator of any company, into the public account of India in the Reserve Bank of India.

350 · Company Liquidator to deposit monies into scheduled bank.—(1) Every Company Liquidator of a company shall, in such manner and at such times as may be prescribed, deposit the monies received by him in his capacity as such in a scheduled bank to the credit of a special bank account opened by him in that behalf:

351 · Liquidator not to deposit monies into private banking account.—Neither the Official Liquidator nor the Company Liquidator of a company shall deposit any monies received by him in his capacity as such into any private banking account.

352 · Company Liquidation Dividend and Undistributed Assets Account.—(1) Where any company is being wound up and the liquidator has in his hands or under his control any money representing—

1 · Subs. by Act 29 of 2020, s. 50, for sub-section (6) (w.e.f. 21-12-2020).

2 · Sub -section (7) omitted by Act 29 of 2020, s. 50 (w.e.f. 21-12-2020).

353 · Liquidator to make returns, etc.—(1) If any Company Liquidator who has made any default in filing, delivering or making any return, account or other document, or in giving any notice which he is by law required to file, deliver, make or give, fails to make good the default within fourteen days after the service on him of a notice requiring him to do so, the Tribunal may, on an application made to it by any contributory or creditor of the company or by the Registrar, make an order directing the Company Liquidator to make good the default within such time as may be specified in the order.

354 · Meetings to ascertain wishes of creditors or contributories.—(1) In all matters relating to the winding up of a company, the Tribunal may—

355 · Court, tribunal or person, etc., before whom affidavit may be sworn.—(1) Any affidavit required to be sworn under the provisions, or for the purposes, of this Chapter may be sworn—

356 · Powers of Tribunal to declare dissolution of company void.—(1) Where a company has been dissolved, whether in pursuance of this Chapter or of section 232 or otherwise, the Tribunal may at any time within two years of the date of the dissolution, on application by the Company Liquidator of the company or by any other person who appears to the Tribunal to be interested, make an order, upon such terms as the Tribunal thinks fit, declaring the dissolution to be void, and thereupon such proceedings may be taken as if the company had not been dissolved.

1 · [(2) The Tribunal shall—

2 · [357. Commencement of winding up by Tribunal . — The winding up of a company by the Tribunal under this Act shall be deemed to commence at the time of the presentation of the petition for the winding up . ]

358 · Exclusion of certain time in computing period of limitation.—Notwithstanding anything in the Limitation Act, 1963 (36 of 1963), or in any other law for the time being in force, in computing the period of limitation specified for any suit or application in the name and on behalf of a company which is being wound up by the Tribunal, the period from the date of commencement of the winding up of the company to a period of one year immediately following the date of the winding up order shall be excluded.

359 · Appointment of Official Liquidator.—(1) For the purposes of this Act, so far as it relates to the winding up of companies by the Tribunal, the Central Government may appoint as many Official Liquidators, Joint, Deputy or Assistant Official Liquidators as it may consider necessary to discharge the functions of the Official Liquidator.

1 · Subs.by Act 29 of 2020, s. 51, for sub-section (2) (w.e.f. 21-12-2020).

2 · Subs. by Act 31 of 2016, s. 255 and the Eleventh Schedule, for section 357 (w.e.f. 15-11-2016).

360 · Powers and functions of Official Liquidator.—(1) The Official Liquidator shall exercise such powers and perform such duties as the Central Government may prescribe.

361 · Summary procedure for liquidation.—(1) Where the company to be wound up under this Chapter, —

362 · Sale of assets and recovery of debts due to company.—(1) The Official Liquidator shall expeditiously dispose of all the assets whether movable or immovable within sixty days of his appointment.

363 · Settlement of claims of creditors by Official Liquidator.—(1) The Official Liquidator within thirty days of his appointment shall call upon the creditors of the company to prove their claims in such manner as may be prescribed, within thirty days of the receipt of such call.

364 · Appeal by creditor.—(1) Any creditor aggrieved by the decision of the Official Liquidator under section 363 may file an appeal before the Central Government within thirty days of such decision.

365 · Order of dissolution of company.—(1) The Official Liquidator shall, if he is satisfied that the company is finally wound up, submit a final report to—

366 · Companies capable of being registered.—(1) For the purposes of this Part, the word " company " includes any partnership firm, limited liability partnership, cooperative society, society or any other business entity formed under any other law for the time being in force which applies for registration under this Part.

1 · Subs. by Act 1 of 2018, s. 75, for “seven or more members” (w.e.f. 15-8-2018).

1 · [(vii) a company with less than seven members shall register as a private company.]

367 · Certificate of registration of existing companies.—On compliance with the requirements of this Chapter with respect to registration, and on payment of such fees, if any, as are payable under section 403, the Registrar shall certify under his hand that the company applying for registration is incorporated as a company under this Act, and in the case of a limited company that it is limited and thereupon the company shall be so incorporated.

368 · Vesting of property on registration.—All property, movable and immovable (including actionable claims), belonging to or vested in a company at the date of its registration in pursuance of this Part, shall, on such registration, pass to and vest in the company as incorporated under this Act for all the estate and interest of the company therein.

369 · Saving of existing liabilities.—The registration of a company in pursuance of this Part shall not affect its rights or liabilities in respect of any debt or obligation incurred, or any contract entered into, by, to, with, or on behalf of, the company before registration.

370 · Continuation of pending legal proceedings.—All suits and other legal proceedings taken by or against the company, or any public officer or member thereof, which are pending at the time of the registration of a company in pursuance of this Part, may be continued in the same manner as if the registration had not taken place:

371 · Effect of registration under this Part.—(1) When a company is registered in pursuance of this Part, sub -sections (2) to (7) shall apply.

1 · Ins. by Act 1 of 2018, s. 75 (w.e.f. 15-8-2018).

2 · Ins. by Act 31 of 2016, s. 255 and the Eleventh Schedule (w.e.f. 15-11-2016).

372 · Power of Court to stay or restrain proceedings.—The provisions of this Act 1 [or of the Insolvency and Bankruptcy Code, 2016 (31 of 2016), as the case may be,] with respect to staying and restraining suits and other legal proceedings against a company at any time after the presentation of a petition for winding up and before the making of a winding up order, shall, in the case of a company registered in pursuance of this Part, where the application to stay or restrain is by a creditor, extend to suits and other legal proceedings against any contributory of the company.

373 · Suits stayed on winding up order.—Where an order has been made for winding up, or a provisional liquidator has been appointed for, a company registered in pursuance of this Part, no suit or other legal proceeding shall be proceeded with or commenced against the company or any contributory of the company in respect of any debt of the company, except by leave of the Tribunal and except on such terms as the Tribunal may impose.

374 · Obligations of companies registering under this Part.—Every company which is seeking registration under this Part shall,—

1 · The proviso ins. by Act 31 of 2016, s. 255 and the Eleventh Schedule (w.e.f. 15-11-2016).

1 · [Provided that upon registration as a company under this Part a limited liability partnership incorporated under the Limited Liability Partnership Act, 2008 (6 of 2009) shall be deemed to have been dissolved under that Act without any further act or deed.]

375 · Winding up of unregistered companies.—(1) Subject to the provisions of this Part, any unregistered company may be wound up under this Act, in such manner as may be prescribed, and all the provisions of this Act, with respect to winding up shall apply to an unregistered company, with the exceptions and additions mentioned in sub-sections (2) to (4).

1 · . The proviso ins. by Act 1 of 2018, s. 76 (w.e.f. 15-8-2018).

376 · Power to wind up foreign companies, although dissolved.— Where a body corporate incorporated outside India which has been carrying on business in India, ceases to carry on business in India, it may be wound up as an unregistered company under this Part, notwithstanding that the body corporate has been dissolved or otherwise ceased to exist as such under or by virtue of the laws of the country under which it was incorporated.

377 · Provisions of Chapter cumulative.—(1) The provisions of this Part, with respect to unregistered companies shall be in addition to and not in derogation of, any provisions hereinbefore in this Act contained with respect to the winding up of companies by the Tribunal.

378 · Saving and construction of enactments conferring power to wind up partnership firm, association or company, etc., in certain cases.—Nothing in this Part, shall affect the operation of any enactment which provides for any partnership firm, limited liability partnership or society or co-operative society, association or company being wound up, or being wound up as a company or as an unregistered company, under the Companies Act, 1956 (1 of 1956), or any Act repealed by that Act:

1 · [CHAPTER XXIA

378A · Definitions . — In this Chapter, unless the context otherwise requires,—

1 · Ins. by Act 29 of 2020, s. 52 (w.e.f. 11-2-2021).

378B · Objects of Producer Company . — (1) The objects of the Producer Company shall relate to all or any of the following matters, namely:—

378C · Formation of Producer Company and its registration . — (1) Any ten or more individuals, each of them being a producer or any two or more Producer Institutions, or a combination of ten or more individuals and Producer Institutions, desirous of forming a Producer Company having its objects specified in section 378B and otherwise complying with the requirements of this Chapter and the provisions of this Act in respect of registration, may form an incorporated company as a Producer Company under this Act.

378D · Membership and voting rights of Members of Producer Company . — (1)(a) In a case where the membership consists solely of individual Members, the voting rights shall be based on a single vote for every Member, irrespective of his shareholding or patronage of the Producer Company.

378E · Benefits to Members . — (1) Subject to the provisions made in articles, every Member shall initially receive only such value for the produce or products pooled and supplied as the Board of Producer Company may determine, and the withheld price may be disbursed later in cash or in kind or by allotment of equity shares, in proportion to the produce supplied to the Producer Company during the financial year to such extent and in such manner and subject to such conditions as may be decided by the Board .

378F · Memorandum of Producer Company . — The memorandum of association of every Producer Company shall state—

378G · Articles of association . — (1) There shall be presented, for registration to the Registrar of the State to which the registered office of the Producer Company is, stated by the memorandum of association, to be situate —

378H · Amendment of memorandum . — (1) A Producer Company shall not alter the conditions contained in its memorandum except in the cases, by the mode and to the extent for which express provision is made in this Act.

378 · -I. Amendment of articles . — (1) Any amendment of the articles shall be proposed by not less than two -thirds of the elected directors or by not less than one-third of the Members of the Producer Company, and adopted by the Members by a special resolution.

378J · Option to inter-State co-operative societies to become Producer Companies . — (1) Notwithstanding anything contained in sub-section (1) of section 378C, any inter-State co-operative society with objects not confined to one State may make an application to the Registrar for registration as Producer Company under this Chapter.

378K · . Effect of incorporation of Producer Company . — Every shareholder of the inter-State cooperative society immediately before the date of registration of Producer Company (hereafter in this Chapter referred to as the date of transformation) shall be deemed to be registered on and from that date as a shareholder of the Producer Company to the extent of the face value of the shares held by such shareholder.

378L · Vesting of undertaking in Producer Company . — (1) All properties and assets, movable and immovable, of, or belonging to, the inter-State co-operative society as on the date of transformation, shall vest in the Producer Company.

378M · Concession etc., to be deemed to have been granted to Producer Company . — With effect from the date of transformation, all fiscal and other concessions, licences, benefits, privileges and exemptions granted to the inter-State co-operative society in connection with the affairs and business of the inter -State co -operative society under any law for the time being in force shall be deemed to have been granted to the Producer Company.

378N · Provisions in respect of officers and other employees of inter-State co-operative society . — (1) Notwithstanding anything contained in section 378-O, all the directors in the inter-State co-operative society before the incorporation of the Producer Company shall continue in office for a period of one year from the date of transformation and in accordance with the provisions of this Act.

378 · -O. Number of directors . — Every Producer Company shall have at least five and not more than fifteen directors:

378P · Appointment of directors . — (1)Save as otherwise provided in section 378N, the Members who sign the memorandum and the articles may designate therein the Board of Directors, not less than five, who shall govern the affairs of the Producer Company until the directors are elected in accordance with the provisions of this section.

378Q · Vacation of office by directors . — (1) The office of the director of a Producer Company shall become vacant if, —

378R · Powers and functions of Board . — (1) Subject to the provisions of this Act and articles, the Board of Directors of a Producer Company shall exercise all such powers and to do all such acts and things, as that Company is authorised so to do.

378S · Matters to be transacted at general meeting . — The Board of Directors of a Producer Company shall exercise the following powers on behalf of that Company, and it shall do so only by means of resolutions passed at the annual general meeting of its Members, namely:—

378T · Liability of directors . — (1) When the directors vote for a resolution, or approve by any other means, anything done in contravention of the provisions of this Act or any other law for the time being in force or articles, they shall be jointly and severally liable to make good any loss or damage suffered by the Producer Company.

378U · Committee of directors . — (1) The Board may constitute such number of committees as it may deem fit for the purpose of assisting the Board in the efficient discharge of its functions:

378W · Chief Executive and his functions . — (1) Every Producer Company shall have a full time Chief Executive, by whatever name called, to be appointed by the Board from amongst persons other than Members.

378X · Secretary of Producer Company . — (1) Every Producer Company having an average annual turnover exceeding five crore rupees or such other amount as may be prescribed in each of three consecutive financial years shall have a whole-time secretary.

378Y · Quorum . — Unless the articles require a larger number, one-fourth of the total membership shall constitute the quorum at a general meeting.

378Z · Voting rights . — Save as otherwise provided in sub-sections (1) and (3) of section 378D, every Member shall have one vote and in the case of equality of votes, the Chairman or the person presiding shall have a casting vote except in the case of election of the Chairman.

378Z · -I. General and other reserves . — (1) Every Producer Company shall maintain a general reserve in every financial year, in addition to any reserve maintained by it as may be specified in articles.

378Z · -O. Disputes . — (1) Where any dispute relating to the formation, management or business of a Producer Company arises—

379 · Application of Act to foreign companies.— 1 [(1) Sections 380 to 386 (both inclusive) and sections 392 and 393 shall apply to all foreign companies:

3 · [(2)] Where not less than fifty per cent. of the paid-up share capital, whether equity or preference or partly equity and partly preference, of a foreign company is held by one or more citizens of India or by one or more companies or bodies corporate incorporated in India, or by one or more citizens of India and one or more companies or bodies corporate incorporated in India, whether singly or in the aggregate, such company shall comply with the provisions of this Chapter and such other provisions of this Act as may be prescribed with regard to the business carried on by it in India as if it were a company incorporated in India.

1 · Ins. by Act 1 of 2018, s. 77 (w.e.f. 9-2-2018).

2 · The Proviso omitted by Act 29 of 2020, s. 53 (w.e.f. 22-1-2021).

3 · Section 379 renumbered as sub -section (2) thereof by s. 77 , ibid. (w.e.f. 9-2-2018).

380 · Documents, etc., to be delivered to Registrar by foreign companies.—(1) Every foreign company shall, within thirty days of the establishment of its place of business in India, deliver to the Registrar for registration—

381 · Accounts of foreign company.—(1) Every foreign company shall, in every calendar year,—

382 · Display of name, etc., of foreign company.—Every foreign company shall—

383 · Service on foreign company.—Any process, notice, or other document required to be served on a foreign company shall be deemed to be sufficiently served, if addressed to any person whose name and address have been delivered to the Registrar under section 380 and left at, or sent by post to, the address which has been so delivered to the Registrar or by electronic mode.

384 · Debentures, annual return, registration of charges, books of account and their inspection.— (1) The provisions of section 71 shall apply mutatis mutandis to a foreign company.

385 · Fee for registration of documents.—There shall be paid to the Registrar for registering any document required by the provisions of this Chapter to be registered by him, such fee, as may be prescribed.

386 · Interpretation.—For the purposes of the foregoing provisions of this Chapter,—

387 · Dating of prospectus and particulars to be contained therein.—(1) No person shall issue, circulate or distribute in India any prospectus offering to subscribe for securities of a company incorporated or to be incorporated outside India, whether the company has or has not established, or when formed will or will not establish, a place of business in India, unless the prospectus is dated and signed, and—

1 · Ins. by Act 1 of 2018, s. 78 (w.e.f. 9-2-2018).

388 · Provisions as to expert's consent and allotment.—(1) No person shall issue, circulate or distribute in India any prospectus offering for subscription in securities of a company incorporated or to be incorporated outside India, whether the company has or has not been established, or when formed will or will not establish, a place of business in India,—

389 · Registration of prospectus.—No person shall issue, circulate or distribute in India any prospectus offering for subscription in securities of a company incorporated or to be incorporated outside India, whether the company has or has not established, or when formed will or will not establish, a place of business in India, unless before the issue, circulation or distribution of the prospectus in India, a copy thereof certified by the chairperson of the company and two other directors of the company as having been approved by resolution of the managing body has been delivered for registration to the Registrar and the prospectus states on the face of it that a copy has been so delivered, and there is endorsed on or attached to the copy, any consent to the issue of the prospectus required by section 388 and such documents as may be prescribed.

390 · Offer of Indian Depository Receipts.—Notwithstanding anything contained in any other law for the time being in force, the Central Government may make rules applicable for—

391 · Application of sections 34 to 36 and Chapter XX.—(1) The provisions of sections 34 to 36 (both inclusive) shall apply to—

1 · [(2) Subject to the provisions of section 376, the provisions of Chapter XX shall apply mutatis mutandis for closure of the place of business of a foreign company in India as if it were a company incorporated in India in case such foreign company has raised monies through offer or issue of securities under this Chapter which have not been repaid or redeemed.]

392 · Punishment for contravention. —W —Without prejudice to the provisions of section 391, if a foreign company contravenes the provisions of this Chapter, the foreign company shall be punishable with fine which shall not be less than one lakh rupees but which may extend to three lakh rupees and in the case of a continuing offence, with an additional fine which may extend to fifty thousand rupees for every day after the first during which the contravention continues and every officer of the foreign company who is in default shall be punishable 2 *** with fine which shall not be less than twenty-five thousand rupees but which may extend to 3 [five lakh rupees] .

393 · Company's failure to comply with provisions of this Chapter not to affect validity of contracts, etc.—Any failure by a company to comply with the provisions of this Chapter shall not affect the validity of any contract, dealing or transaction entered into by the company or its liability to be sued in respect thereof, but the company shall not be entitled to bring any suit, claim any set-off, make any counterclaim or institute any legal proceeding in respect of any such contract, dealing or transaction, until the company has complied with the provisions of this Act applicable to it.

4 · [393A. Exemptions under this Chapter . — The Central Government may, by notification, exempt any class of—

1 · Subs. by Act 1 of 2018, s. 79, for sub-section (2) (w.e.f. 9-2-2018).

2 · The words "with imprisonment for a term which may extend to six months or" omitted by Act 29 of 2020, s. 54 (w.e.f. 21-122020).

3 · . Subs. by s. 54, ibid., for "fifty thousand rupees, or with both" (w.e.f. 21-12-2020).

4 · Ins. by s. 55 , ibid . (w.e.f. 22-1-2021).

394 · Annual reports on Government companies.—(1) Where the Central Government is a member of a Government company, the Central Government shall cause an annual report on the working and affairs of that company to be—

395 · Annual reports where one or more State Governments are members of companies.—(1) Where the Central Government is not a member of a Government company, every State Government which is a member of that company, or where only one State Government is a member of the company, that State Government shall cause an annual report on the working and affairs of the company to be—

396 · Registration offices.—(1) For the purposes of exercising such powers and discharging such functions as are conferred on the Central Government by or under this Act or under the rules made there under and for the purposes of registration of companies under this Act, the Central Government shall, by notification, establish such number of offices at such places as it thinks fit, specifying their jurisdiction .

399 · Inspection, production and evidence of documents kept by Registrar.—(1) Save as otherwise provided elsewhere in this Act, any person may—

400 · Electronic form to be exclusive, alternative or in addition to physical form.—The Central Government may also provide in the rules made under section 398 and section 399 that the electronic form for the purposes specified in these sections shall be exclusive, or in the alternative or in addition to the physical form, therefor.

401 · Provision of value added services through electronic form.—The Central Government may provide such value added services through the electronic form and levy such fee thereon as may be prescribed.

402 · Application of provisions of Information Technology Act, 2000.—All the provisions of the Information Technology Act, 2000 (21 of 2000) relating to the electronic records, including the manner and format in which the electronic records shall be filed, in so far as they are not inconsistent with this Act, shall apply in relation to the records in electronic form specified under section 398.

403 · Fee for filing, etc.—(1) Any document, required to be submitted, filed, registered or recorded, or any fact or information required or authorised to be registered under this Act, shall be submitted, filed, registered or recorded within the time specified in the relevant provision on payment of such fee as may be prescribed:

1 · [Provided that where any document, fact or information required to be submitted, filed, registered or recorded, as the case may be, under section 92 or 137 is not submitted, filed, registered or recorded, as the case may be, within the period provided in those sections, without prejudice to any other legal action or liability under this Act, it may be submitted, filed, registered or recorded, as the case may be, after expiry of the period so provided in those sections, on payment of such additional fee as may be prescribed, which shall not be less than one hundred rupees per day and different amounts may be prescribed for different classes of companies:]

2 · [Provided further that where the document, fact or information, as the case may be, in cases other than referred to in the first proviso, is not submitted, filed, registered or recorded, as the case may be, within the period provided in the relevant section, it may, without prejudice to any other legal action or liability under this Act, be submitted, filed, registered or recorded as the case may be, on payment of such additional fee as may be prescribed and different fees may be prescribed for different classes of companies:

3 · [Provided also that where there is default on two or more occasions in submitting, filing, registering or recording of such document, fact or information, as may be prescribed, it may, without prejudice to any other legal action or liability under this Act, be submitted, filed, registered or recorded, as the case may be, on payment of such higher additional fee, as may be prescribed.]]

4 · [(2) Where a company fails or commits any default to submit, file, register or record any document, fact or information under sub -section (1) before the expiry of the period specified in the relevant section, the company and the officers of the company who are in default, shall, without prejudice to the liability for the payment of fee and additional fee, be liable for the penalty or punishment provided under this Act for such failure or default.]

404 · Fees, etc., to be credited into public account.—All fees, charges and other sums received by any Registrar, Additional, Joint, Deputy or Assistant Registrar or any other officer of the Central Government in pursuance of any provision of this Act shall be paid into the public account of India in the Reserve Bank of India.

405 · Power of Central Government to direct companies to furnish information or statistics.—(1) The Central Government may, by order, require companies generally, or any class of companies, or any company, to furnish such information or statistics with regard to their or its constitution or working, and within such time, as may be specified in the order.

1 · Subs. by Act 1 of 2018, s. 80, for the first proviso (w.e.f. 7-5-2018).

2 · Subs. by, s. 80, ibid, for second and third proviso (w.e.f. 1-7-2022).

3 · Subs. by Act 29 of 2020, s. 56, for the third proviso (w.e.f. 1 -7 -2022).

4 · Subs. by Act 1 of 2018, s. 80, for sub-section (2) (w.e.f. 7-5-2018).

1 · [(4) If any company fails to comply with an order made under sub-section (1) or sub-section (3), or furnishes any information or statistics which is incorrect or incomplete in any material respect, the company and every officer of the company who is in default, shall be liable to a penalty of twenty thousand rupees and in case of continuing failure, with a further penalty of one thousand rupees for each day after the first during which such failure continues, subject to a maximum of three lakh rupees . ]

2 · [406. Provision relating to Nidhis and its application, etc.—(1) In this section, "N "Nidhi " or " Mutual Benefit Society " m eans a company which the Central Government may, by notification in the Official Gazette, declare to be a Nidhi or Mutual Benefit Society, as the case may be.

1 · Subs. by Act 29 of 2020, s. 57, for sub-section (4) (w.e.f. 21-12-2020).

2 · . Subs. by Act 1 of 2018, s. 81, for section 406 (w.e.f. 15-8-2019).

407 · Definitions. — In this Chapter, unless the context otherwise requires,—

408 · Constitution of National Company Law Tribunal.—The Central Government shall, by notification, constitute, with effect from such date as may be specified therein, a Tribunal to be known as the National Company Law Tribunal consisting of a President and such number of Judicial and Technical members, as the Central Government may deem necessary, to be appointed by it by notification, to exercise and discharge such powers and functions as are, or may be, conferred on it by or under this Act or any other law for the time being in force.

409 · Qualification of President and Members of Tribunal.—(1) The President shall be a person who is or has been a Judge of a High Court for five years.

2 · [(e) is a person of proven ability, integrity and standing having special knowledge and professional experience of not less than fifteen years in industrial finance, industrial management, industrial reconstruction, investment and accountancy . ]

410 · Constitution of Appellate Tribunal.—The Central Government shall, by notification, constitute, with effect from such date as may be specified therein, an Appellate Tribunal to be known as the National Company Law Appellate Tribunal consisting of a chairperson and such number of Judicial and Technical

1 · Subs. by Act 1 of 2018, s. 82, for "out of which at least three years shall be in the pay scale of Joint Secretary to the Government of India or equivalent or above in that service" (w.e.f 9-2-2018).

2 · Subs. by Act 1 of 2018, s. 82, for clause (e) (w.e.f. 9-2-2018).

411 · Qualifications of chairperson and Members of Appellate Tribunal.—(1) The chairperson shall be a person who is or has been a Judge of the Supreme Court or the Chief Justice of a High Court.

5 · [(3) A technical member shall be a person of proven ability, integrity and standing having special knowledge and professional experience of not less than twenty-five years in industrial finance, industrial management, industrial reconstruction, investment and accountancy.]

412 · Selection of Members of Tribunal and Appellate Tribunal.— (1) The President of the Tribunal and the chairperson and Judicial Members of the Appellate Tribunal, shall be appointed after consultation with the Chief Justice of India.

6 · [(2) The Members of the Tribunal and the Technical Members of the Appellate Tribunal shall be appointed on the recommendation of a Selection Committee consisting of—

413 · Term of office of President, chairperson and other Members.— (1) The President and every other Member of the Tribunal shall hold office as such for a term of five years from the date on which he enters upon his office, but shall be eligible for re-appointment for another term of five years.

1 · The words “not exceeding eleven” omitted by Act 29 of 2020, s. 58 (w.e.f. 22-1-2021).

2 · Subs. by Act 7 of 2017, s. 172, for " for hearing appeals against the orders to the Tribunal" (w.e.f. 26-5-2017).

3 · Subs. by Act 1 of 2018, s. 83 for “orders of the Tribunal” (w.e.f. 7-5-2018).

4 · Subs. by Act 29 of 2020, s. 58, for “section 53N” (w.e.f. 22-1-2021).

5 · Subs. by Act 1 of 2018, s. 84, for sub-section (3) (w.e.f. 9-2-2018).

6 · Subs. by s. 85, ibid., for sub-section (2) (w.e.f. 9-2-2018).

414 · Salary, allowances and other terms and conditions of service of Members.—The salary, allowances and other terms and conditions of service of the Members of the Tribunal and the Appellate Tribunal shall be such as may be prescribed:

415 · Acting President and Chairperson of Tribunal or Appellate Tribunal.—(1) In the event of the occurrence of any vacancy in the office of the President or the Chairperson by reason of his death, resignation or otherwise, the senior-most Member shall act as the President or the Chairperson, as the case may be, until the date on which a new President or Chairperson appointed in accordance with the provisions of this Act to fill such vacancy enters upon his office.

416 · Resignation of Members.—The President, the Chairperson or any Member may, by notice in writing under his hand addressed to the Central Government, resign from his office:

417 · Removal of Members. — (1) The Central Government may, after consultation with the Chief Justice of India, remove from office the President, Chairperson or any Member, who—

1 · [417A. Qualifications, terms and conditions of service of Chairperson and Member . —N —Notwithstanding anything contained in this Act, the qualifications, appointment, term of office, salaries and allowances, resignation, removal and other terms and conditions of service of the Chairperson and other Members of the Appellate Tribunal appointed after the commencement of 2 [the Tribunals Reforms Act, 2021, shall be governed by the provisions of Chapter II of the said Act]:

418 · Staff of Tribunal and Appellate Tribunal.—(1) The Central Government shall, in consultation with the Tribunal and the Appellate Tribunal, provide the Tribunal and the Appellate Tribunal, as the case may be, with such officers and other employees as may be necessary for the exercise of the powers and discharge of the functions of the Tribunal and the Appellate Tribunal.

3 · [418A. Benches of Appellate Tribunal.—(1) The powers of the Appellate Tribunal may be exercised by the Benches thereof to be constituted by the Chairperson:

419 · Benches of Tribunal. — (1) There shall be constituted such number of Benches of the Tribunal, as may, by notification, be specified by the Central Government.

1 · Ins. by Act 7 of 2017, s. 172 (w.e.f. 26-5-5017).

2 · Subs. by Act 33 of 2021, s. 28, for "Part XIV of Chapter VI of the Finance Act, 2017 (7 of 2017), shall be governed by the provisions of the section 184 of that Act" (w.e.f. 4-4-2021).

3 · Ins. by Act 29 of 2020, s. 59 (w.e.f. 22-1-2021).

1 · [(4) The Central Government shall, by notification, establish such number of benches of the Tribunal, as it may consider necessary, to exercise the jurisdiction, powers and authority of the Adjudicating Authority conferred on such Tribunal by or under Part II of the Insolvency and Bankruptcy Code, 2016 (31 of 2016).]

420 · Orders of Tribunal. — (1) The Tribunal may, after giving the parties to any proceeding before it, a reasonable opportunity of being heard, pass such orders thereon as it thinks fit.

421 · Appeal from orders of Tribunal.—(1) Any person aggrieved by an order of the Tribunal may prefer an appeal to the Appellate Tribunal.

422 · Expeditious disposal by Tribunal and Appellate Tribunal.—(1) Every application or petition presented before the Tribunal and every appeal filed before the Appellate Tribunal shall be dealt with and disposed of by it as expeditiously as possible and every endeavour shall be made by the Tribunal or the Appellate Tribunal, as the case may be, for the disposal of such application or petition or appeal within

1 · Subs. by Act 31 of 2016, s. 255 and the Eleventh Schedule, for sub-section (4) (w.e.f. 15-11-2016).

423 · Appeal to Supreme Court.—Any person aggrieved by any order of the Appellate Tribunal may file an appeal to the Supreme Court within sixty days from the date of receipt of the order of the Appellate Tribunal to him on any question of law arising out of such order:

424 · Procedure before Tribunal and Appellate Tribunal.—(1) The Tribunal and the Appellate Tribunal shall not, while disposing of any proceeding before it or, as the case may be, an appeal before it, be bound by the procedure laid down in the Code of Civil Procedure, 1908 (5 of 1908), but shall be guided by the principles of natural justice, and, subject to the other provisions of this Act 1 [or of the Insolvency and Bankruptcy Code, 2016 (31 of 2016)] and of any rules made hereunder, the Tribunal and the Appellate Tribunal shall have power to regulate their own procedure.

1 · Ins. by Act 31 of 2016, s. 255 and the Eleventh Schedule (w.e.f. 15-11-2016).

425 · Power to punish for contempt.— The Tribunal and the Appellate Tribunal shall have the same jurisdiction, powers and authority in respect of contempt of themselves as the High Court has and may exercise, for this purpose, the powers under the provisions of the Contempt of Courts Act, 1971(70 of 1971),which shall have the effect subject to modifications that—

426 · Delegation of powers.—The Tribunal or the Appellate Tribunal may, by general or special order, direct, subject to such conditions, if any, as may be specified in the order, any of its officers or employees or any other person authorised by it to inquire into any matter connected with any proceeding or, as the case may be, appeal before it and to report to it in such manner as may be specified in the order.

427 · President, Members, officers, etc., to be public servants.—The President, Members, officers and other employees of the Tribunal and the Chairperson, Members, officers and other employees of the Appellate Tribunal shall be deemed to be public servants within the meaning of section 21 of the Indian Penal Code (45 of 1860).

428 · Protection of action taken in good faith.—No suit, prosecution or other legal proceeding shall lie against the Tribunal, the President, Member, officer or other employee, or against the Appellate Tribunal, the Chairperson, Member, officer or other employees thereof or liquidator or any other person authorised by the Tribunal or the Appellate Tribunal for the discharge of any function under this Act in respect of any loss or damage caused or likely to be caused by any act which is in good faith done or intended to be done in pursuance of this Act.

429 · Power to seek assistance of Chief Metropolitan Magistrate, etc.— 1 [(1) The Tribunal may, in any proceedings for winding up of a company under this Act or in any proceedings under the Insolvency and Bankruptcy Code, 2016 (31 of 2016), in order to take into custody or under its control all property, books of account or other documents, request, in writing, the Chief Metropolitan Magistrate, Chief Judicial Magistrate or the District Collector within whose jurisdiction any such property, books of account or other documents of such company under this Act or of corporate persons under the said Code, are situated or found, to take possession thereof, and the Chief Metropolitan Magistrate, Chief Judicial Magistrate or the District Collector, as the case may be, shall, on such request being made to him,—

430 · Civil court not to have jurisdiction.—No civil court shall have jurisdiction to entertain any suit or proceeding in respect of any matter which the Tribunal or the Appellate Tribunal is empowered to determine by or under this Act or any other law for the time being in force and no injunction shall be granted by any court or other authority in respect of any action taken or to be taken in pursuance of any power conferred by or under this Act or any other law for the time being in force, by the Tribunal or the Appellate Tribunal.

431 · Vacancy in Tribunal or Appellate Tribunal not to invalidate acts or proceedings.—No act or proceeding of the Tribunal or the Appellate Tribunal shall be questioned or shall be invalid merely on the ground of the existence of any vacancy or defect in the constitution of the Tribunal or the Appellate Tribunal, as the case may be.

432 · Right to legal representation.—A party to any proceeding or appeal before the Tribunal or the Appellate Tribunal, as the case may be, may either appear in person or authorise one or more chartered accountants or company

1 · Subs. by Act 31 of 2016, s. 255 and the Eleventh Schedule, for section 429 (w.e.f. 15-11-2016).

433 · Limitation. — The provisions of the Limitation Act, 1963 (36 of 1963) shall, as far as may be, apply to proceedings or appeals before the Tribunal or the Appellate Tribunal, as the case maybe.

1 · [434. Transfer of certain pending proceedings.—(1) On such date as may be notified by the Central Government in this behalf, —

2 · [Provided further that any party or parties to any proceedings relating to the winding up of companies pending before any Court immediately before the commencement of the Insolvency and Bankruptcy Code (Amendment) Ordinance, 2018, may file an application of transfer of such proceedings and the Court may by order transfer such proceedings to the Tribunal and the proceedings so transferred shall be dealt with by the Tribunal as an application for initiation of corporate insolvency resolution process under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

3 · [Provided further that only such proceedings relating to cases other than winding-up, for which orders for allowing or otherwise of the proceedings are not reserved by the High Courts shall be transferred to the Tribunal

4 · [Provided also that]—

5 · [Provided also that proceedings relating to cases of voluntary winding up of a company where notice of the resolution by advertisement has been given under sub-section (1) of section 485 of the Companies Act, 1956 but the company has not been dissolved before the 1st April, 2017 shall continue to be dealt with in accordance with provisions of the Companies Act, 1956 and the Companies (Court) Rules, 1959.]

1 · Subs. by Act 31 of 2016, s. 255 and the Eleventh Schedule, for section 434 (w.e.f. 15-11-2016).

2 · Ins. by Act 26 of 2018, s. 39 (w.e.f. 6-6-2018).

3 · Ins. by Notification No. S.O. 3676(E), dated 7 th December 2016 (w.e.f. 15-12-2016).

4 · Subs. by Notification No. S.O. 2042(E), dated 29 th June 2017 for "Provided further that" (w.e.f. 29-6-2017).

5 · . Ins., ibid. (w.e.f. 29-6-2017).

1 · [435. Establishment of Special Courts.— (1) The Central Government may, for the purpose of providing speedy trial of 2 [offences under this Act, except under section 452, by notification] establish or designate as many Special Courts as may be necessary.

436 · Offences triable by Special Courts.—(1) Notwithstanding anything contained in the Code of Criminal Procedure, 1973 (2 of 1974),—

437 · Appeal and revision.—The High Court may exercise, so far as may be applicable, all the powers conferred by Chapters XXIX and XXX of the Code of Criminal Procedure, 1973 (2 of 1974) on a High

1 · Subs. by Act 1 of 2018, s. 86, for “section 435” (w.e.f. 7-5-2018).

2 · Subs. by Act 29 of 2020, s. 60, for “offences under this Act, by notification” (w.e.f. 22-1-2021).

3 · Subs. by Act 21 of 2015, s. 22, for “all offences under this Act” (w.e.f. 29-5-2015).

438 · Application of Code to proceedings before Special Court.—Save as otherwise provided in this Act, the provisions of the Code of Criminal Procedure, 1973 (2 of 1974) shall apply to the proceedings before a Special Court and for the purposes of the said provisions, the Special Court shall be 1 [deemed to be a Court of Session or the court of Metropolitan Magistrate or a Judicial Magistrate of the First Class, as the case may be,] and the person conducting a prosecution before a Special Court shall be deemed to be a Public Prosecutor.

439 · Offences to be non -cognizable.—(1) Notwithstanding anything in the Code of Criminal Procedure, 1973 (2 of 1974), every offence under this Act except the offences referred to in sub-section (6) of section 212 shall be deemed to be non -cognizable within the meaning of the said Code.

440 · Transitional provisions.—Any offence committed under this Act, which is triable by a Special Court shall, until a Special Court is established, be tried by a 3 3 [Court of Session or the Court of Metropolitan Magistrate or a Judicial Magistrate of the First Class, as the case may be] exercising jurisdiction over the area, notwithstanding anything contained in the Code of Criminal Procedure, 1973 (2 of 1974):

441 · Compounding of certain offences.—(1) Notwithstanding anything contained in the Code of Criminal Procedure, 1973 (2 of 1974), any offence punishable under this Act (whether committed by a company or any officer thereof) 4 [not being an offence punishable with imprisonment only, or punishable with imprisonment and also with fine], may, either before or after the institution of any prosecution, be compounded by—

1 · Subs. by Act 1 of 2018, s. 87 for “deemed to be a Court of Session” (w.e.f. 7-5-2018).

2 · Ins. by Act 1 of 2018, s. 88 (w.e.f. 7-5-2018).

3 · . Subs. by s. 89, ibid., for "Court of Session" (w.e.f. 7-5-2018).

3 · Subs. by s. 90, ibid., for “with fine only”(w.e.f. 9-2-2018).

4 · Subs. by Act 22 of 2019, s. 39, for “does not exceed five lakh rupees” (w.e.f. 2-11-2018).

1 · [(5) If any officer or other employee of the company who fails to comply with any order made by the Tribunal or the Regional Director or any officer authorised by the Central Government under sub-section (4), the maximum amount of fine for the offence proposed to be compounded under this section shall be twice the amount provided in the corresponding section in which punishment for such offence is provided . ]

2 · [(6) Notwithstanding anything contained in the Code of Criminal Procedure, 1973 (2 of 1974), any offence which is punishable under this Act with imprisonment only or with imprisonment and also with fine shall not be compoundable . ]

1 · Subs. by Act 29 of 2020, s. 61, for sub-section (5) (w.e.f. 21-12-2020).

2 · Subs. by Act 22 of 2019, s. 39, for sub-section (6) (w.e.f. 2-11-2018).

442 · Mediation and Conciliation Panel. — (1) The Central Government shall maintain a panel of experts to be called as the Mediation and Conciliation Panel consisting of such number of experts having such qualifications as may be prescribed for mediation between the parties during the pendency of any proceedings before the Central Government or the Tribunal or the Appellate Tribunal under this Act.

443 · Power of Central Government to appoint company prosecutors.—Notwithstanding anything contained in the Code of Criminal Procedure, 1973 (2 of 1974), the Central Government may appoint generally, or for any case, or in any case, or for any specified class of cases in any local area, one or more persons, as company prosecutors for the conduct of prosecutions arising out of this Act and the persons so appointed as company prosecutors shall have all the powers and privileges conferred by the Code on Public Prosecutors appointed under section 24 of the Code.

444 · Appeal against acquittal.—Notwithstanding anything contained in the Code of Criminal Procedure, 1973 (2 of 1974), the Central Government may, in any case arising under this Act, direct any company prosecutor or authorise any other person either by name or by virtue of his office, to present an appeal from an order of acquittal passed by any court, other than a High Court, and an appeal presented by such prosecutor or other person shall be deemed to have been validly presented to the appellate court.

445 · Compensation for accusation without reasonable cause.—The provisions of section 250 of the Code of Criminal Procedure, 1973 (2 of 1974) shall apply mutatis mutandis to compensation for accusation without reasonable cause before the Special Court or the Court of Session.

446 · Application of fines.—The court imposing any fine under this Act may direct that the whole or any part thereof shall be applied in or towards payment of the costs of the proceedings, or in or towards the payment of a reward to the person on whose information the proceedings were instituted.

1 · [446A. Factors for determining level of punishment.—The court or the Special Court, while deciding

2 · [446B . Lesser penalties for certain companies.—Notwithstanding anything contained in this Act, if penalty is payable for non-compliance of any of the provisions of this Act by a One Person Company, small company, start-up company or Producer Company, or by any of its officer in default, or any other person in respect of such company, then such company, its officer in default or any other person, as the case may

1 · Ins. by Act 1 of 2018, s. 91 (w.e.f. 9-2-2018).

2 · Subs. by Act 29 of 2020, s. 62, for section 446B (w.e.f. 22-1-2021).

447 · Punishment for fraud. — Without prejudice to any liability including repayment of any debt under this Actor any other law for the time being in force, any person who is found to be guilty of fraud, 1 [involving an amount of at least ten lakh rupees or one per cent. of the turnover of the company, whichever is lower] shall be punishable with imprisonment for a term which shall not be less than six months but which may extend to ten years and shall also be liable to fine which shall not be less than the amount involved in the fraud, but which may extend to three times the amount involved in the fraud:

2 · [Provided further that where the fraud involves an amount less than ten lakh rupees or one per cent. of the turnover of the company, whichever is lower, and does not involve public interest, any person guilty of such fraud shall be punishable with imprisonment for a term which may extend to five years or with fine which may extend to 3 [fifty lakh rupees] or with both.]

448 · Punishment for false statement. — Save as otherwise provided in this Act, if in any return, report, certificate, financial statement, prospectus, statement or other document required by, or for, the purposes of any of the provisions of this Act or the rules made thereunder, any person makes a statement,—

449 · Punishment for false evidence. — Save as otherwise provided in this Act, if any person intentionally gives false evidence—

450 · Punishment where no specific penalty or punishment is provided.—If a company or any officer of a company or any other person contravenes any of the provisions of this Act or the rules made

1 · Ins. by Act 1 of 2018, s. 92 (w.e.f. 9-2-2018).

2 · The proviso ins. by s. 92, ibid. (w.e.f. 9-2-2018).

3 · . Subs. by Act 22 of 2019, s. 41, for " twenty lakh rupees" (w.e.f. 2-11-2018).

451 · Punishment in case of repeated default.—If a company or an officer of a company commits an offence punishable either with fine or with imprisonment and where the same offence is committed for the second or subsequent occasions within a period of three years, then, that company and every officer thereof who is in default shall be punishable with twice the amount of fine for such offence in addition to any imprisonment provided for that offence.

452 · Punishment for wrongful withholding of property.—(1) If any officer or employee of a company— y—

2 · [Provided that the imprisonment of such officer or employee, as the case may be, shall not be ordered for wrongful possession or withholding of a dwelling unit, if the court is satisfied that the company has not paid to that officer or employee, as the case may be, any amount relating to--

453 · Punishment for improper use of " Limited " or " Private Limited " . — If any person or persons trade or carry on business under any name or title, of which the word " Limited " or the words " Private Limited " or any contraction or imitation thereof is or are the last word or words, that person or each of those persons shall, unless duly incorporated with limited liability, or unless duly incorporated as a private company with limited liability, as the case may be, punishable with fine which shall not be less than five hundred rupees but may extend to two thousand rupees for every day for which that name or title has been used.

454 · Adjudication of penalties.—(1) The Central Government may, by an order published in the Official Gazette, appoint as many officers of the Central Government, not below the rank of Registrar, as adjudicating officers for adjudging penalty under the provisions of this Act in the manner as may be prescribed.

3 · [(3) The adjudicating officer may, by an order—

4 · Subs. by Act 29 of 2020, s. 63, for certain words (w.e.f. 21-12-2020).

1 · Ins. by Act 29 of 2020 , s. 64 (w.e.f. 22-1-2021).

2 · Subs. by Act 22 of 2019, s. 42, for sub-section (3) (w.e.f. 2-11-2018).

1 · [Provided that in case the default relates to non-compliance of sub-section (4) of section 92 or subsection (1) or sub-section (2) of section 137 and such default has been rectified either prior to, or within thirty days of, the issue of the notice by the adjudicating officer, no penalty shall be imposed in this regard and all proceedings under this section in respect of such default shall be deemed to be concluded.]

6 · [454A.Penalty for repeated default.—Where a company or an officer of a company or any other person having already been subjected to penalty for default under any provisions of this Act, again commits such default within a period of three years from the date of order imposing such penalty passed by the adjudicating officer or the Regional Director, as the case may be, it or he shall be liable for the second or subsequent defaults for an amount equal to twice the amount of penalty provided for such default under the relevant provisions of this Act.]

455 · Dormant company.—(1) Where a company is formed and registered under this Act for a future project or to hold an asset or intellectual property and has no significant accounting transaction, such a company or an inactive company may make an application to the Registrar in such manner as may be prescribed for obtaining the status of a dormant company.

3 · Ins. by Act 29 of 2020 , s. 65 (w.e.f. 22-1-2021).

1 · Subs. by Act 22 of 2019, s. 42, for “such company and the officer who is in default” (w.e.f. 2-11-2018).

2 · Subs. by s. 42, ibid ., for "does not pay the penalty imposed by the adjudicating officer or the Regional Director" (w.e.f. 2-112018).

3 · The words "Where an officer of a company or any other person" omitted by s. 42 , ibid ., (w.e.f. 2-11-2018).

4 · The words “does not pay the penalty” omitted by s. 42, ibid. (w.e.f.. 2-11-2018).

5 · Ins. by s. 43, ibid. (w.e.f. 2-11-2018).

456 · Protection of action taken in good faith.—No suit, prosecution or other legal proceeding shall lie against the Government or any officer of the Government or any other person in respect of anything which is in good faith done or intended to be done in pursuance of this Act or of any rules or orders made thereunder, or in respect of the publication by or under the authority of the Government or such officer, of any report, paper or proceedings.

457 · Non -disclosure of information in certain cases. —N —Notwithstanding anything contained in any other law for the time being in force, the Registrar, any officer of the Government or any other person shall not be compelled to disclose to any court, Tribunal or other authority, the source from where he got any information which— h—

458 · Delegation by Central Government of its powers and functions.—(1) The Central Government may, by notification, and subject to such conditions, limitations and restrictions as may be specified therein, delegate any of its powers or functions under this Act other than the power to make rules to such authority or officer as may be specified in the notification:

459 · Powers of Central Government of Tribunal to accord approval, etc., subject to conditions and to prescribe fees on applications.—(1) Where the Central Government or the Tribunal is required or authorised by any provision of this Act—

1 · The proviso omitted by Act 1 of 2018, s. 93 (w.e.f. 9-2-2018).

460 · Condonation of delay in certain cases.—Notwithstanding anything contained in this Act,—

461 · Annual report by Central Government.—The Central Government shall cause a general annual report on the working and administration of this Act to be prepared and laid before each House of Parliament within one year of the close of the year to which the report relates.

462 · Power to exempt class or classes of companies from provisions of this Act.—(1) The Central Government may in the public interest, by notification direct that any of the provisions of this Act,—

1 · [(2) A copy of every notification proposed to be issued under sub-section (1), shall be laid in draft before each House of Parliament, while it is in session, for a total period of thirty days, and if, both Houses agree in disapproving the issue of notification or both Houses agree in making any modification in the notification, the notification shall not be issued or, as the case may be, shall be issued only in such modified form as may be agreed upon by both the Houses.

463 · Power of court to grant relief in certain cases.—(1) If in any proceeding for negligence, default, breach of duty, misfeasance or breach of trust against an officer of a company, it appears to the court hearing the case that he is or may be liable in respect of the negligence, default, breach of duty, misfeasance or breach of trust, but that he has acted honestly and reasonably, and that having regard to all the circumstances of the case, including those connected with his appointment, he ought fairly to be excused, the court may relieve him, either wholly or partly, from his liability on such term, as it may think fit:

1 · Subs. by Act 21 of 2015, s. 23, for sub-section (2) (w.e.f. 29-5-2015).

464 · Prohibition of association or partnership of persons exceeding certain number.—(1) No association or partnership consisting of more than such number of persons as may be prescribed shall be formed for the purpose of carrying on any business that has for its object the acquisition of gain by the association or partnership or by the individual members thereof, unless it is registered as a company under this Act or is formed under any other law for the time being in force:

465 · Repeal of certain enactments and savings.—(1) The Companies Act, 1956 (1 of 1956) and the Registration of Companies (Sikkim) Act, 1961 (Sikkim Act 8 of 1961) (hereafter in this section referred to as the repealed enactments) shall stand repealed:

2 · [Provided that] until a date is notified by the Central Government under sub-section (1) of Section 434 for transfer of all matters, proceedings or cases to the Tribunal, the provisions of the Companies Act, 1956 (1 of 1956) in regard to the jurisdiction, powers, authority and functions of the Board of Company Law Administration and court shall continue to apply as if the Companies Act, 1956 has not been repealed:

3 · [Provided further that] provisions of the Companies Act, 1956 (1 of 1956) referred in the notification issued under section 67 of the Limited Liability Partnership Act, 2008 (6 of 2009) shall, until the relevant notification under such section applying relevant corresponding provisions of this Act to limited liability partnerships is issued, continue to apply as if the Companies Act, 1956 has not been repealed.

1 · The first proviso omitted by Act 29 of 2020, s. 66 (w.e.f. 11-2-2021).

2 · Subs. by s. 66, ibid., for “Provided further that” (w.e.f. 11-2-2021).

3 · Subs. by s.66, ibid., for "Provided also that" (w.e.f. 11-2-2021) .

466 · Dissolution of Company Law Board and consequential provisions.—(1) Notwithstanding anything contained in section 465, the Board of Company Law Administration constituted under the Companies Act, 1956 (1 of 1956) (hereafter in this section referred to as the Company Law Board) shall stand dissolved on the constitution of the Tribunal and the Appellate Tribunal:

467 · Power of Central Government to amend Schedules. — (1) Subject to the provisions of this section, the Central Government may, by notification, alter any of the regulations, rules, Tables, forms and other provisions contained in any of the Schedules to this Act.

468 · Powers of Central Government to make rules relating to winding up.—(1) The Central Government shall, make rules consistent with the Code of Civil Procedure, 1908 (5 of 1908) providing for all matters relating to the winding up of companies, which by this Act, are to be prescribed, and may make rules providing for all such matters, as may be prescribed.

1 · [(2) In particular, and without prejudice to the generality of the foregoing power, such rules may provide for all or any of the following matters, namely:—

469 · Power of Central Government to make rules. — (1) The Central Government may, by notification, make rules for carrying out the provisions of this Act.

1 · Subs. by Act 31 of 2016, s. 255 and the Eleventh Schedule, for sub-section (2) (w.e.f. 15-11-2016).

470 · Power to remove difficulties. — (1) If any difficulty arises in giving effect to the provisions of this Act, the Central Government may, by order published in the Official Gazette, make such provisions, not inconsistent with the provisions of this Act, as appear to it to be necessary or expedient for removing the difficulty:

2 · (i) Every person whose name is entered as a member in the register of members shall be entitled to receive within two months after incorporation, in case of subscribers to the memorandum or after allotment or within one month after the application for the registration of transfer or transmission or within such other period as the conditions of issue shall be provided,—

1 · [(ii) Every certificate shall specify the shares to which it relates and the amount paid-up thereon and shall be signed by two directors or by a director and the company secretary, wherever the company has appointed a company secretary:

3 · (i) If any share certificate be worn out, defaced, mutilated or torn or if there be no further space on the back for endorsement of transfer, then upon production and surrender thereof to the company, a new certificate may be issued in lieu thereof, and if any certificate is lost or destroyed then upon proof thereof to the satisfaction of the company and on execution of such indemnity as the company deem adequate, a new certificate in lieu thereof shall be given. Every certificate under this Article shall be issued on payment of twenty rupees for each certificate.

4 · Except as required by law, no person shall be recognised by the company as holding any share upon any trust, and the company shall not be bound by, or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except only as by these regulations or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.

1 · Subs. by Notification No. G.S.R. 362(E), dated 10 th April , 2018 for item (ii) in sub-paragraph (2) (w.e.f. 10-4-2018).

5 · (i) The company may exercise the powers of paying commissions conferred by sub-section (6) of section 40, provided that the rate per cent. or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by that section and rules made thereunder.

6 · (i) If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of section 48, and whether or not the company is being wound up, be varied with the consent in writing of the holders of threefourths of the issued shares of that class, or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class.

7 · The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

8 · Subject to the provisions of section 55, any preference shares may, with the sanction of an ordinary resolution, be issued on the terms that they are to be redeemed on such terms and in such manner as the company before the issue of the shares may, by special resolution, determine.

9 · (i) The company shall have a first and paramount lien—

10 · The company may sell, in such manner as the Board thinks fit, any shares on which the company has a lien:

11 · (i) To give effect to any such sale, the Board may authorise some person to transfer the shares sold to the purchaser thereof.

12 · (i) The proceeds of the sale shall be received by the company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable.

13 · (i) The Board may, from time to time, make calls upon the members in respect of any monies unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) and not by the conditions of allotment thereof made payable at fixed times:

14 · A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed and may be required to be paid by instalments.

15 · The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

16 · (i) If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest thereon from the day appointed for payment thereof to the time of actual payment at ten per cent. per annum or at such lower rate, if any, as the Board may determine.

17 · (i) Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall, for the purposes of these regulations, be deemed to be a call duly made and payable on the date on which by the terms of issue such sum becomes payable.

18 · The Board— d—

19 · (i) The instrument of transfer of any share in the company shall be executed by or on behalf of both the transferor and transferee.

20 · The Board may, subject to the right of appeal conferred by section 58 decline to register—

21 · The Board may decline to recognise any instrument of transfer unless—

22 · On giving not less than seven days' previous notice in accordance with section 91and rules made thereunder, the registration of transfers may be suspended at such times and for such periods as the Board may from time to time determine:

23 · (i) On the death of a member, the survivor or survivors where the member was a joint holder, and his nominee or nominees or legal representatives where he was a sole holder, shall be the only persons recognised by the company as having any title to his interest in the shares.

24 · (i) Any person becoming entitled to a share in consequence of the death or insolvency of a member may, upon such evidence being produced as may from time to time properly be required by the Board and subject as hereinafter provided, elect, either—

25 · (i) If the person so becoming entitled shall elect to be registered as holder of the share himself, he shall deliver or send to the company a notice in writing signed by him stating that he so elects.

26 · A person becoming entitled to a share by reason of the death or insolvency of the holder shall be entitled to the same dividends and other advantages to which he would been titled if he were the registered holder of the share, except that he shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the company:

27 · In case of a One Person Company—

28 · If a member fails to pay any call, or instalment of a call, on the day appointed for payment thereof, the Board may, at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued.

29 · The notice aforesaid shall —

30 · If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may, at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Board to that effect.

31 · (i) A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Board thinks fit.

32 · (i) A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall, notwithstanding the forfeiture, remain liable to pay to the company all monies which, at the date of forfeiture, were presently payable by him to the company in respect of the shares.

33 · (i) A duly verified declaration in writing that the declarant is a director, the manager or the secretary, of the company, and that a share in the company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share;

34 · The provisions of these regulations as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

35 · The company may, from time to time, by ordinary resolution increase the share capital by such sum, to be divided into shares of such amount, as may be specified in the resolution.

36 · Subject to the provisions of section 61, the company may, by ordinary resolution,—

37 · Where shares are converted into stock, —

38 · The company may, by special resolution, reduce in any manner and with, and subject to, any incident authorised and consent required by law,—

39 · (i) The company in general meeting may, upon the recommendation of the Board, resolve—

40 · (i) Whenever such a resolution as aforesaid shall have been passed, the Board shall—

41 · Notwithstanding anything contained in these articles but subject to the provisions of sections 68 to 70 and any other applicable provision of the Act or any other law for the time being in force, the company may purchase its own shares or other specified securities.

42 · All general meetings other than annual general meeting shall be called extraordinary general meeting.

43 · (i) The Board may, whenever it thinks fit, call an extraordinary general meeting.

44 · (i) No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business.

45 · The Chairperson, if any, of the Board shall preside as Chairperson at every general meeting of the company.

46 · If there is no such Chairperson, or if he is not present within fifteen minutes after the time appointed for holding the meeting, or is unwilling to act as Chairperson of the meeting, the directors present shall elect one of their members to be Chairperson of the meeting.

47 · If at any meeting no director is willing to act as Chairperson or if no director is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their members to be Chairperson of the meeting.

48 · In case of a One Person Company—

49 · (i) The Chairperson may, with the consent of any meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn the meeting from time to time and from place to place.

50 · Subject to any rights or restrictions for the time being attached to any class or classes of shares,—

51 · A member may exercise his vote at a meeting by electronic means in accordance with section 108 and shall vote only once.

52 · (i) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders.

53 · A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee or other legal guardian, and any such committee or guardian may, on a poll, vote by proxy.

54 · Any business other than that upon which a poll has been demanded may be proceeded with, pending the taking of the poll.

55 · No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the company have been paid.

56 · (i) No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes.

57 · The instrument appointing a proxy and the power-of-attorney or other authority, if any, under which it is signed or a notarised copy of that power or authority, shall be deposited at the registered office of the company not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than 24 hours before the time appointed for the taking of the poll; and in default the instrument of proxy shall not be treated as valid.

58 · An instrument appointing a proxy shall be in the form as prescribed in the rules made under section 105.

59 · A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the previous death or insanity of the principal or the revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the shares in respect of which the proxy is given:

60 · The number of the directors and the names of the first directors shall be determined in writing by the subscribers of the memorandum or a majority of them.

61 · (i) The remuneration of the directors shall, in so far as it consists of a monthly payment, be deemed to accrue from day-to-day.

62 · The Board may pay all expenses incurred in getting up and registering the company.

63 · The company may exercise the powers conferred on it by section 88 with regard to the keeping of a foreign register; and the Board may (subject to the provisions of that section) make and vary such regulations as it may thinks fit respecting the keeping of any such register.

64 · All cheques, promissory notes, drafts, hundis, bills of exchange and other negotiable instruments, and all receipts for monies paid to the company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, by such person and in such manner as the Board shall from time to time by resolution determine.

65 · Every director present at any meeting of the Board or of a committee thereof shall sign his name in a book to be kept for that purpose.

66 · (i) Subject to the provisions of section 149, the Board shall have power at any time, and from time to time, to appoint a person as an additional director, provided the number of the directors and additional directors together shall not at any time exceed the maximum strength fixed for the Board by the articles.

67 · (i) The Board of Directors may meet for the conduct of business, adjourn and otherwise regulate its meetings, as it thinks fit.

68 · (i) Save as otherwise expressly provided in the Act, questions arising at any meeting of the Board shall be decided by a majority of votes.

69 · The continuing directors may act notwithstanding any vacancy in the Board; but, if and so long as their number is reduced below the quorum fixed by the Act for a meeting of the Board, the continuing directors or director may act for the purpose of increasing the number of directors to that fixed for the quorum, or of summoning a general meeting of the company, but for no other purpose.

70 · (i) The Board may elect a Chairperson of its meetings and determine the period for which he is to hold office.

71 · (i) The Board may, subject to the provisions of the Act, delegate any of its powers to committees consisting of such member or members of its body as it thinks fit.

72 · (i) A committee may elect a Chairperson of its meetings.

73 · (i) A committee may meet and adjourn as it thinks fit.

74 · All acts done in any meeting of the Board or of a committee thereof or by any person acting as a director, shall, notwithstanding that it may be afterwards discovered that there was some defect in the appointment of any one or more of such directors or of any person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such director or such person had been duly appointed and was qualified to be a director.

75 · Save as otherwise expressly provided in the Act, a resolution in writing, signed by all the members of the Board or of a committee thereof, for the time being entitled to receive notice of a meeting of the Board or committee, shall be valid and effective as if it had been passed at a meeting of the Board or committee, duly convened and held.

76 · In case of a One Person Company—

77 · Subject to the provisions of the Act,—

78 · A provision of the Act or these regulations requiring or authorising a thing to be done by or to a director and chief executive officer, manager, company secretary or chief financial officer shall not be satisfied by its being done by or to the same person acting both as director and as, or in place of, chief executive officer, manager, company secretary or chief financial officer.

79 · (i) The Board shall provide for the safe custody of the seal.

1 · [Explanation . — For the purposes of this sub-paragraph it is hereby clarified that on and from the commencement of the Companies (Amendment) Act, 2015 (21 of 2015), i.e. with effect from the 29th May, 2015, company may not be required to have the seal by virtue of registration under the Act and if a company does not have the seal, the provisions of this sub-paragraph shall not be applicable.]

80 · The company in general meeting may declare dividends, but no dividend shall exceed the amount recommended by the Board.

81 · Subject to the provisions of section 123, the Board may from time to time pay to the members such interim dividends as appear to it to be justified by the profits of the company.

82 · (i) The Board may, before recommending any dividend, set aside out of the profits of the company such sums as it thinks fit as a reserve or reserves which shall, at the discretion of the Board, be applicable for any purpose to which the profits of the company may be properly applied, including provision for meeting contingencies or for equalizing dividends; and pending such application, may, at the like discretion, either be employed in the business of the company or be invested in such investments (other than shares of the company) as the Board may, from time to time, thinks fit.

83 · (i) Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid, but if and so long as nothing is paid upon any of the shares in the company, dividends may be declared and paid according to the amounts of the shares.

84 · The Board may deduct from any dividend payable to any member all sums of money, if any, presently payable by him to the company on account of calls or otherwise in relation to the shares of the company.

85 · (i) Any dividend, interest or other monies payable in cash in respect of shares may be paid by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of that one of the joint holders who is first named on the register of members, or to such person and to such address as the holder or joint holders may in writing direct.

86 · Any one of two or more joint holders of a share may give effective receipts for any dividends, bonuses or other monies payable in respect of such share.

1 · The Explanation ins. by Notification No. G.S.R. 362(E) dated 10 th April, 2018 (w.e.f. 10-4-2018).

87 · Notice of any dividend that may have been declared shall be given to the persons entitled to share therein in the manner mentioned in the Act.

88 · No dividend shall bear interest against the company.

89 · (i) The Board shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations, the accounts and books of the company, or any of them, shall be open to the inspection of members not being directors.

90 · Subject to the provisions of Chapter XX of the Act and rules made thereunder—

91 · Every officer of the company shall be indemnified out of the assets of the company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in which relief is granted to him by the court or the Tribunal.

1 · The number of members with which the company proposes to be registered is hundred, but the Board of Directors may, from time to time, whenever the company or the business of the company requires it, register an increase of members.

5 · (i) No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business.

6 · The Chairperson, if any, of the Board shall preside as Chairperson at every general meeting of the company.

9 · (i) The Chairperson may, with the consent of any meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn the meeting from time to time and from place to place.

10 · Every member shall have one vote.

14 · . A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the previous death or insanity of the principal or the revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the shares in respect of which the proxy is given:

17 · The number of the directors and the names of the first directors shall be determined in writing by the subscribers of the memorandum or a majority of them.

18 · (i) The remuneration of the directors shall, in so far as it consists of a monthly payment, be deemed to accrue from day-to-day.

19 · (i) The Board of Directors may meet for the conduct of business, adjourn and otherwise regulate its meetings, as it thinks fit.

20 · (i) Save as otherwise expressly provided in the Act, questions arising at any meeting of the Board shall be decided by a majority of votes.

21 · The continuing directors may act notwithstanding any vacancy in the Board; but, if and so long as their number is reduced below the quorum fixed by the Act for a meeting of the Board, the continuing directors or director may act for the purpose of increasing the number of directors to that fixed for the quorum, or of summoning a general meeting of the company, but for no other purpose.

22 · (i) The Board may elect a Chairperson of its meetings and determine the period for which he is to hold office.

23 · (i) The Board may, subject to the provisions of the Act, delegate any of its powers to committees consisting of such member or members of its body as it thinks fit.

24 · (i) A committee may elect a Chairperson of its meetings.

25 · (i) A committee may meet and adjourn as it thinks proper.

26 · All acts done by any meeting of the Board or of a committee thereof or by any person acting as a director, shall, notwithstanding that it may be afterwards discovered that there was some defect in the appointment of any one or more of such directors or of any person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such director or such person had been duly appointed and was qualified to be a director.

27 · Save as otherwise expressly provided in the Act, a resolution in writing, signed by all the members of the Board or of a committee thereof, for the time being entitled to receive notice of a meeting of the Board or committee, shall be as valid and effective as if it had been passed at a meeting of the Board or committee, duly convened and held.

28 · Subject to the provisions of the Act,—

29 · A provision of the Act or these regulations requiring or authorising a thing to be done by or to a director and chief executive officer, manager, company secretary or chief financial officer shall not be satisfied by its being done by or to the same person acting both as director and as, or in place of, chief executive officer, manager, company secretary or chief financial officer.

30 · (i) The Board shall provide for the safe custody of the seal.

1 · [Explanation . — For the purposes of this sub-paragraph it is hereby clarified that on and from the commencement of the Companies (Amendment) Act, 2015 (21 of 2015), i.e. with effect from the 29th May, 2015, company may not be required to have the seal by virtue of registration under the Act and if a company does not have the seal, the provisions of this sub-paragraph shall not be applicable.]

1 · The Explanation ins. by Notification No. G.S.R. 362(E), dated 10 th April 2018 (w.e.f. 10-4-2018).

1 · [(i) The useful life of an asset shall not ordinarily be different from the useful life specified in Part C and the residual value of an asset shall not be more than five per cent. of the original cost of the asset:

2 · [(ii) 3 [For intangible assets, the relevant Indian Accounting Standards (Ind As) shall apply. Where a company is not required to comply with the Indian Accounting Standards (Ind As), it shall comply with relevant Accounting Standards under Companies (Accounting Standards) Rules, 2006] except in case of intangible assets (Toll Roads) created under 'Build, Operate and Transfer', 'Build, Own, Operate and Transfer' or any other form of public private partnership route in case of road projects. Amortisation in such cases may be done as follows:—

1 · Subs. by Notification No. G.S.R. 627(E) dated 29th August 2014, for sub-paragraph (i) of paragraph 3 (w.e.f. 29-8-2014).

2 · Subs. by Notification No. G.S.R. 237(E), dated 31st March 2014, for sub-paragraph (i) to (iii) of paragraph 3(w.e.f. 1-4-2014).

3 · Subs. by Notification No. G.S.R. 1075(E), dated 17th November 2016 for sub-paragraph (iii) of paragraph 3 (w.e.f. 1-4-2016).

4 · The useful life or residual value of any specific asset, as notified for accounting purposes by a Regulatory Authority constituted under an Act of Parliament or by the Central Government shall be applied in calculating the depreciation to be provided for such asset irrespective of the requirements of this Schedule.

5 · Subject to Parts A and B above, the following are the useful lives of various tangible assets:

1 · Subs. by Notification No. G.S.R. 237(E), dated 31st March 2014, for clause (b) (w.e.f. 1-4-2014).

3 · The following information shall also be disclosed in the accounts, namely:—

1 · [4(a) Useful life specified in Part C of the Schedule is for whole of the asset and where cost of a part of the asset is significant to total cost of the asset and useful life of that part is different from the useful life of the remaining asset, useful life of that significant part shall be determined separately.

8 · " Continuous process plant " means a plant which is required and designed to operate for twenty-four hours a day.

1 · Subs. by Notification No. G.S.R . 627(E) dated 29th August 2014, for paragraph 4 (w.e.f. 29-8-2014).

2 · Paragraph 5 omitted by Notification No. G.S.R. 237(E) , dated 31st March , 2014 (w.e.f. 1-4-2014).

3 · Subs. by Notification No. G.S.R . 627(E) , dated 29th August 2014, for "shall be recognized" (w.e.f. 29-8-2014).

1 · [Division I

1 · Where compliance with the requirements of the Act including Accounting Standards as applicable to the companies require any change in treatment or disclosure including addition, amendment, substitution or deletion in the head or sub -head or any changes, inter se, in the financial statements or statements forming part thereof, the same shall be made and the requirements of this Schedule shall stand modified accordingly.

2 · The disclosure requirements specified in this Schedule are in addition to and not in substitution of the disclosure requirements specified in the Accounting Standards prescribed under the Companies Act, 2013. Additional disclosures specified in the Accounting Standards shall be made in the notes to accounts or by way of additional statement unless required to be disclosed on the face of the Financial Statements. Similarly, all other disclosures as required by the Companies Act shall be made in the notes to accounts in addition to the requirements set out in this Schedule.

3 · (i) Notes to accounts shall contain information in addition to that presented in the Financial Statements and shall provide where required (a) narrative descriptions or disaggregations of items recognised in those statements; and (b) information about items that do not qualify for recognition in those statements.

4 · (i) Depending upon the 2 [Total Income] of the company, the figures appearing in the Financial Statements 3 [Shall] be rounded off as given below:—

5 · Except in the case of the first Financial Statements laid before the Company (after its incorporation) the corresponding amounts (comparatives) for the immediately preceding reporting period for all items shown in the Financial Statements including notes shall also be given.

6 · For the purpose of this Schedule, the terms used herein shall be as per the applicable Accounting Standards.

1 · Subs. by G.S.R. 404(E), dated 6th April, 2016, for "GENERAL INSTURCTIONS FOR PREPARATION OF BALANCE SHEET AND STATEMENT OF PROFIT AND LOSS OF A COMPANY " .

2 · Subs. by G.S.R. 207(E), dated 24th March, 2021, for “Turnover” (w.e.f. 1-4-2021).

3 · Subs. by G.S.R. 207 (E), dated 24 th March, 2021, for "may" (w.e.f. 1-4-2021).

4 · Subs. by Notification No. G.S.R. 1022(E), dated 11th October, 2018, for “shall” (w.e.f. 11-10-218).

1 · [(b) Trade payables

1 · Subs. by Notification No. G.S.R. 679(E), dated 4th September 2015, for “(b) Trade payables” (w.e.f. 4-9-2015).

1 · Subs. by Notification No. G.S.R. 1022(E), dated 11th October, 2018, for “Fixed assets” (w.e.f. 11-10-2018).

2 · Ins. by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1-4-2021).

3 · Subs. by Notification No. G.S.R. 207(E), dated 24th March, 2021, for “Tangible Assets” (w.e.f. 1-4-2021).

4 · A receivable shall be classified as a " trade receivable " if it is in respect of the amount due on account of goods sold or services rendered in the normal course of business.

5 · A payable shall be classified as a " trade payable " if it is in respect of the amount due on account of goods purchased or services received in the normal course of business.

6 · A company shall disclose the following in the notes to accounts.

1 · [(m) A company shall disclose Shareholding of Promoters* as below:

1 · Ins. by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1-4-2021).

1 · The word “Reserve” omitted by Notification No. G.S.R.1022(E), dated 11th October, 2018 (w.e.f. 11-10-2018).

1 · [(v) current maturities of Long term borrowings shall be disclosed separately.]

2 · [FA. Trade Payable:—

1 · Ins. by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1-4-2021).

2 · Ins. by Notification No. G.S.R. 679(E), dated 4th September, 2015 (w.e.f. 4-9-2015).

1 · [FB. Trade payables due for payment

1 · Ins. by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1-4-2021).

2 · Item (a) omitted by Notification No. G.S.R. 207(E), dated 24th March, 2021 (w.e.f. 1-4-2021).

2 · [(iii) A reconciliation of the gross and net carrying amounts of each class of assets at the beginning and end of the reporting period showing additions, disposals, acquisitions through business combinations, amount of change due to revaluation (if change is 10% or more in the aggregate of the net carrying value of each class of Property, Plant and Equipment) and other adjustments and the related depreciation and impairment losses/reversals shall be disclosed separately.]

3 · [(ii) A reconciliation of the gross and net carrying amounts of each class of assets at the beginning and end of the reporting period showing additions, disposals, acquisitions through business combinations, amount of change due to revaluation (if change is 10% or more in the aggregate of the net carrying value of each class of

1 · Subs. by Notification No. G.S.R. 207(E), dated 24th March, 2021, for “Tangible Assets” (w.e.f. 1-4-2021)

2 · Subs. by Notification No. G.S.R. 207(E), dated 24th March, 2021, for item (iii) (w.e.f. 1-4-2021).

3 · Subs. by Notification No. G.S.R. 207(E), dated 24th March, 2021, for item (ii) (w.e.f. 1-4-2021).

1 · Sub -item (b) omitted by Notification No. G.S.R. 207(E), dated 24th March, 2021 (w.e.f. 1-4-2021).

1 · [(ia) Security Deposits;]

1 · [(iv) For trade receivables outstanding, following ageing schedule shall be given:

1 · Ins. by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1-4-2021).

1 · [(i) For trade receivables outstanding, the following ageing schedules shall be given:

1 · Subs. by Notification No. G.S.R. 207(E), dated 24th March, 2021, for item (i) (w.e.f. 1-4-2021).

1 · [VA. Where the company has not used the borrowings from banks and financial institutions for the specific purpose for which it was taken at the balance sheet date, the company shall disclose the details of where they have been used.]

5 · [Y. Additional Regulatory Information

1 · Ins. by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1-4-2021).

2 · . Subs. by Notification No. G.S.R. (E), dated 11th October, 2018, for "fixed assets" (w.e.f. 11-10-2018).

3 · Ins. by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1-4-2021).

4 · Heading “X” omitted by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1-4-2021).

5 · Ins. by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1-4-2021).

1 · Subs. by Notification No. G.S.R. 207(E), dated 24th March, 2021, for “Revrnue” (w.e.f. 1-4-2021).

1 · The provisions of this Part shall apply to the income and expenditure account referred to in sub-clause (ii) of clause (40) of section 2 in like manner as they apply to a statement of profit and loss.

2 · (A) In respect of a company other than a finance company revenue from operations shall disclose separately in the notes revenue from— m—

1 · [(ba) Grants or donations received (relevant in case of section 8 companies only)]

4 · Other income

1 · Ins. by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1-4-2021).

1 · [(ix) Undisclosed income:-

1 · Ins. by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1-4-2021).

1 · Where a company is required to prepare Consolidated Financial Statements, i.e., consolidated balance sheet and consolidated statement of profit and loss, the company shall mutatis mutandis follow the requirements of this Schedule as applicable to a company in the preparation of balance sheet and statement of profit and loss. In addition, the consolidated financial statements shall disclose the information as per the requirements specified in the applicable Accounting Standards including the following:

2 · In Consolidated Financial Statements, the following shall be disclosed by way of additional information:

1 · [Division II

1 · Ins. by Notification No. G.S.R. 404(E), dated 6th April, 2016 (w.e.f. 6-4-2016) .

2 · Subs. by Notification No. G.S.R. 207(E), dated 24th March, 2021, for "Turnover" (w.e.f. 1 -4 -2021).

3 · [STATEMENT OF CHANGES IN EQUITY

1 · Subs. by Notification No. G.S.R. 1022(E), dated 11-10-2018, for " (b) Trade payables" (w.e.f. 11-10-2018).

2 · Ins. by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1 -4 -2021).

3 · Subs. by Notification No. G.S.R. 207(E), dated 24th March, 2021, for "Statement of Changes in Equity" (w.e.f. 1 -4 -2021).

1 · [(iii) A reconciliation of the gross and net carrying amounts of each class of assets at the beginning and end of the reporting period showing additions, disposals, acquisitions through business combinations, amount of change due to revaluation (if change is 10% or more in the aggregate of the net carrying value of each class of Property, Plant and Equipment) and other adjustments and the related depreciation and impairment losses or reversals shall be disclosed separately . ]

2 · [(ii) A reconciliation of the gross and net carrying amounts of each class of assets at the beginning and end of the reporting period showing additions, disposals, acquisitions through business combinations, amount of change due to revaluation (if change is 10% or more in the aggregate of the net carrying value of each class of intangible assets) and other adjustments and the related amortization and impairment losses or reversals shall be disclosed separately . ]

1 · Subs. by Notification No. G.S.R. 207(E), dated 24th March, 2021, for item (iii) (w.e.f. 1 -4 -2021).

2 · Subs. by Notification No. G.S.R. 207(E), dated 24th March, 2021, for item (ii) (w.e.f. 1 -4 -2021).

1 · [(i) Trade receivables shall be sub-classified as:

2 · [(iv) Trade Receivables ageing schedule

1 · Subs. by Notification No. G.S.R. 1022(E), dated 11th October, 2018, for “VII. Trade Receivable” (w.e.f. 11-10-2018).

2 · Ins. by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1 -4 -2021).

2 · [(ii) Loans Receivables shall be sub-classified as:

3 · [IX. Other financial assets

1 · Sub -item (a) omitted by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1-4-2021).

2 · Subs. by Notification No. G.S.R. 1022(E), dated 11th October, 2018, for “VIII. Trade Receivable” (w.e.f. 11-10-2018).

3 · Subs. by Notification No. G.S.R. 207(E), dated 24th March, 2021, for sub -heading "IX" and the entries relating thereto (w.e.f. 1-4-2021).

1 · [(i) Trade receivables shall be sub-classified as:

1 · Subs. by Notification No. G.S.R. 1022(E), dated 11th October, 2018, for “III Trade Receivables” (w.e.f. 11-10-2018).

1 · [(iv) For trade receivable outstanding, following ageing schedule shall be given:

3 · [(ii) Trade receivables shall be sub-classified as:

1 · Ins. by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1 -4 -2021).

2 · Sub -item (a) omitted by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1 -4 -2021).

3 · Subs. by ibid., for “V. Loans” (w.e.f. 11-10-2018).

1 · [VA. Other Financial Assets: This is an all-inclusive heading, which incorporates financial assets that do not fit into any other financial asset categories, such as, Security Deposits.]

2 · [(m) A company shall disclose Shareholding of Promoters* as under:

1 · Ins. by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1 -4 -2021).

2 · Ins. by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1 -4 -2021).

1 · Sub -item (f) omitted by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1 -4 -2021).

1 · [(v) Current maturities of Long term borrowing shall be disclosed separately.]

1 · Ins. by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1 -4 -2021).

2 · Items (a) and (b) omitted by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1 -4 -2021).

1 · [FA. Trade Payables

2 · [FB. For trade payables due for payment, following ageing schedule shall be given:

1 · Ins. by Notification No. G.S.R. 1022(E), dated 11th October, 2018 (w.e.f. 11-10-2018).

2 · Ins. by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1-4-2021).

1 · [JA. Where the company has not used the borrowings from banks and financial institutions for the specific purpose for which it was taken at the balance sheet date, the company shall disclose the details of where they have been used.]

3 · [L. Additional Regulatory Information

1 · Ins. by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1 -4 -2021).

2 · Heading K and the entries relating thereto omitted by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1 -4 -2021).

3 · Ins. by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1 -4 -2021).

7 · When a company applies an accounting policy retrospectively or makes a restatement of items in the financial statements or when it reclassifies items in its financial statements, the company shall attach to the Balance Sheet, a " Balance Sheet " as at the beginning of the earliest comparative period presented.

8 · Share application money pending allotment shall be classified into equity or liability in accordance with relevant Indian Accounting Standards. Share application money to the extent not refundable shall be shown under the head Equity and share application money to the extent refundable shall be separately shown under 'Other financial liabilities'.

9 · Preference shares including premium received on issue, shall be classified and presented as 'Equity' or 'Liability' in accordance with the requirements of the relevant Indian Accounting Standards. Accordingly, the disclosure and presentation requirements in this regard applicable to the relevant class of equity or liability shall be applicable mutatis mutandis to the preference shares. For instance,

1 · [plain vanilla], redeemable preference shares shall be classified and presented under 'non-current liabilities' as 'borrowings' and the disclosure requirements in this regard applicable to such borrowings shall be applicable mutatis mutandis to redeemable preference shares.

1 · Ins. by Notification No. G.S.R. 1022(E), dated 11th October, 2018 (w.e.f. 11-10-2018).

2 · [(ba) Grants or donations received (relevant in case of section 8 companies only); and]

5 · Other income: Other income shall be classified as -

1 · The word "and" omitted by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1 -4 -2021).

2 · Ins. by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1 -4 -2021).

1 · [(l) Undisclosed income

8 · Changes in Regulatory Deferral Account Balances shall be presented in the Statement of Profit and Loss in accordance with the relevant Indian Accounting Standards.

1 · Where a company is required to prepare Consolidated Financial Statements, i.e., consolidated balance sheet, consolidated statement of changes in equity and consolidated statement of profit and loss, the company shall mutatis mutandis follow the requirements of this Schedule as applicable to a company in the preparation of balance sheet, statement of changes in equity and statement of profit and loss. In addition, the consolidated financial statements shall disclose the information as per the requirements specified in the applicable Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules 2015, including the following, namely:-

1 · Ins. by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1 -4 -2021).

2 · In Consolidated Financial Statements, the following shall be disclosed by way of additional information:

3 · All subsidiaries, associates and joint ventures (whether Indian or foreign) will be covered under consolidated financial statements.

4 · An entity shall disclose the list of subsidiaries or associates or joint ventures which have not been consolidated in the consolidated financial statements along with the reasons of not consolidating.]

1 · [Division III

1 · Ins. by Notification No. G.S.R. 1022(E), dated 11th October, 2018 (w.e.f. 11-10-2018).

1 · [STATEMENT OF CHANGES IN EQUITY

2 · Cross -reference to Financial Risks section for management of risks arising from derivatives

1 · [(iv) For trade receivable outstanding, following ageing schedule shall be given:

1 · Ins. by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1-4-2021).

1 · [(iii) reconciliation of the gross and net carrying amounts of each class of assets at the beginning and end of the reporting period showing additions, disposals, acquisitions through business combinations, amount of change due to revaluation (if change is 10% or more in the aggregate of the net carrying value of each class of Property, Plant and Equipment) and other adjustments and the related depreciation and impairment losses or reversals shall be disclosed separately.]

2 · [(ii) A reconciliation of the gross and net carrying amounts of each class of assets at the beginning and end of the reporting period showing additions, disposals, acquisitions through business combinations, amount of change due to revaluation (if change is 10% or more in the aggregate of the net carrying value of each class of intangible assets) and other adjustments and the related amortization and impairment losses or reversals shall be disclosed separately . ]

1 · Subs. by Notification No. G.S.R. 207(E), dated 24th March, 2021, for item (iii) (w.e.f. 1-4-2021).

2 · Subs. by Notification No. G.S.R. 207(E), dated 24th March, 2021, for item (ii) (w.e.f. 1 -4 -2021).

1 · [(KA) For trade payables due for payment, following ageing schedule shall be given:

1 · Ins. by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1 -4 -2021).

1 · [(n) A Company shall disclose Shareholding of Promoter* as below:

1 · Ins. by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1 -4 -2021).

1 · [(WA) Where the company has not used the borrowings from banks and financial institution for the specific purpose for which it was taken at the balance sheet date, the company shall disclose the details of where they have been used;

1 · Ins. by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1-4-2021).

4 · Net gain/ (loss) on fair value changes*

5 · Other Income (to be specified)

8 · Impairment on financial instruments

9 · Other expenses (to be specified)

10 · Other Comprehensive Income shall be classified into-

1 · Ins. by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1-4-2021).

1 · [act within their authority], assist in protecting the legitimate interests of the company, shareholders and its employees;

1 · Subs. by Notification No. S.O. 2113(E), dated 5 th July 2017, for " acting within his authority" .

3 · [Note: The Provisions of sub-paragraph (2) and (7) of paragraph II, paragraph IV, paragraph V, clauses (a) and (b) of sub-paragraph (3) of paragraph VI and paragraph VIII shall not apply in the case of a Government company as defined under clause (45) of section 2 of the Companies Act, 2013 (18 of 2013), if the requirements in respect of matters specified in these paragraph are specified by the concerned Ministries or Departments of the Central Government or as the case may be, the State Governments and such requirements are complied with by the Government companies.]

1 · Subs. by Notification No. S.O. 2113(E), dated 5th July 2017, for "a period of not more than one hundred and eight days" (w.e.f. 5-7-2017) .

2 · Subs. by ibid., for "in a year" (w.e.f. 5-7-2017) .

3 · Ins. by ibid.(w.e.f. 5-7-2017).

1 · [(vi) the Companies Act, 2013 (18 of 2013) or any previous company law;]

2 · [(xvii) the Insolvency and Bankruptcy Code, 2016 (31 of 2016);

1 · Subs. by Notification No. G.S.R. 2922(E), dated 12th September, 2016, for sub-paragraph (vi).

2 · Ins. by Notification No. S.O. 4822(E), dated 12th September, 2018 (w.e.f. 12-9-2018).

2 · [Section II.— Remuneration payable by companies having no profit or inadequate profit 3*** :

5 · [Provided that the remuneration in excess of above limits may be paid] if the resolution passed by the shareholders is a special resolution.

1 · Ins. by Notification No. S.O. 1256(E), dated 18th March, 2021 (w.e.f. 18-3-2021).

2 · . Subs. by Notification No. S.O. 2922(E), dated 12th September 2016, for Section II.

3 · The words "without Central Government approval" omitted by Notification No. S.O. 4822(E), dated 12th September, 2018 (w.e.f. 12-9-2018).

4 · Subs. by Notification No. S.O. 1256(E), for Table (A) dated 18th March, 2021 (w.e.f. 18-3-2021).

5 · Subs. by Notification No. S.O. 4822(E), for “Provided that the above limits shall be doubled” (w.e.f. 12-9-2018).

1 · Subs. by Notification No. S.O. 4822(E), dated 12th September, 2018, for "no approval of Central Government is required" (w.e.f. 12-9-2018).

2 · Subs. by ibid., for clause (ii) (w.e.f. 12-9-2018).

3 · The words “the limits laid down in” omitted by ibid., (w.e..f 12-9-2018).

3 · [(b) where the company—

1 · The words "without Central Government approval" omitted by Notification No. S.O. 4822(E), dated 12th September, 2018 (w.e.f. 12-9-2018).

2 · Ins. by Notification No. S.O. 1256(E), dated 18 th March, 2021 (w.e.f. 18-3-2021).

3 · . Subs. by Act 31 of 2016, s. 255 and the Eleventh Schedule, for clause (b) (w.e.f. 15-11-2016).

4 · Subs. by Notification No. S.O. 4822(E), dated 12th September, 2018, for "remuneration up to two times the amount permissible under Section II" (w.e.f. 12-9-2018).

1 · [Explanation . -For the purposes of Section I, Section II and Section III, the term "or other director" shall mean a non -executive director or an independent director.]

2 · In addition to the perquisites specified in paragraph 1 of this section, an expatriate managerial person (including a non-resident Indian) shall be eligible to the following perquisites which shall not be included in the computation of the ceiling on remuneration specified in Section II or Section III—

1 · Ins. by Notification No. S.O. 1256(E), dated 18 th March, 2021 (w.e.f. 18-3-2021).

2 · Clause (d) omitted by Notification No. S.O. 4822(E), dated 12th September, 2018 (w.e.f. 12-9-2018).

1 · Clause (A) omitted by Notification No S.O. 4822(E), dated 12th September, 2018 (w.e.f. 12-9-2018).

1 · [(i) eradicating hunger, poverty and malnutrition, 2 [promoting health care including preventive health] and sanitation 3 [Including contribution to the Swatch Bharat Kosh set-up by the Central Government for the promotion of sanitation] and making available safe drinking water;

6 · [(ix)(a) Contribution to incubators or research and development projects in the field of science, technology, engineering and medicine, funded by the Central Government or State Government or Public Sector Undertaking or any agency of the Central Government or State Government; and

1 · Subs. by Notification No. G.S.R. 130(E), dated 27th February 2014, for item (i) to (x) (w.e.f. 1-4-2014).

2 · . Subs. by Notification No. G.S.R. 261(E), dated 31st March 2014 for "promoting preventive health care" (w.e.f. 31-32014).

3 · Ins. by Notification No. G.S.R. 741(E), dated by 24th October, 2014 (w.e.f. 24-10-2014).

4 · Ins. by ibid. (w.e.f. 24-10-2014).

5 · Ins. by Notification No. G.S.R. 313(E), dated 26th May, 2020 (w.e.f. 28-03-2020).

6 · Subs. by Notification No. G.S.R. 525(E), dated 24 th August, 2020 (w.e.f. 24-08-2020).

7 · Ins. by Notification No. G.S.R. 568(E), dated by 6th August 2016.

1 · [(xii) disaster management, including relief, rehabilitation and reconstruction activities.]

1 · Ins. by Notification No. G.S.R. 390(E), dated 30th May, 2019 (w.e.f. 30-5-2019).

Subordinates (78)

Circular No. 16 /2013

Type: circulars · UID: 0044c48db5e6e3183df5896f36e559abb58ba179 · PDF: yes · Text: yes · Rule index: yes

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Hkkx II—[k.M 3 —m —mi&[k.M (i)

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REGD NQ_DL-33004/99

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REGDNQ_DL33004/99

Type: orders · UID: 0384f202c65b05ed295bb1b691f0377049aa4c06 · PDF: yes · Text: yes · Rule index: yes

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of Sndio \J ette

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{z ro Tfo Vdo-33004/99

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GOVERNMENT OF CHHATTISGARH

Type: orders · UID: 096c209f7cd741a46cc2a1903bcad901ecdee24c · PDF: yes · Text: yes · Rule index: yes

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General Circular no 6/2014

Type: circulars · UID: 0aa3bee3dfd065b72b92ed7a27a1601b35c11ee9 · PDF: yes · Text: yes · Rule index: yes

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Hkkx II —[ —[k.M 3 —m —mi&[k.M (ii) PART II—Section 3—Sub-section (ii) izkf/dkj ls izdkf'kr

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¹Hkkx IIµ[k.M 3(ii)º

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REGDNQDL-33004/99

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Circularno-I9poi3

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74 Ho Slo "o-33004/99

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All Regaohdl Directors,

Type: da355cb6ebd18fa1228e5d78dadaca8b358c84c9 · UID: 1d1c65155bfdd7e9282d4cd7853d75c7b7c7fad9 · PDF: yes · Text: yes · Rule index: yes

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General Circular no. 13 /2014

Type: circulars · UID: 1dabf658dbe874f617cc0071e7aca8f18fc42f12 · PDF: yes · Text: yes · Rule index: yes

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BEGD NQ DJL-3004098

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General Circular no04 [2014

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Tro slo udo-33004/99

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Hkkx II—[k.M 3 —m —mi&[k.M (i)

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rfenzt ro €to Vao-33004/99

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"TarFA 4iRZ & erla 31F 37 & Ta ITM f47 <1s feaz ) & 9qut 8 3T, 3A v.2-22-waT TZ 38 f, a fiTE, f076 30-05-2001.

Type: notifications · UID: 44cbb41d041353db0b6b70768e19203794e62e64 · PDF: yes · Text: yes · Rule index: yes

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Circular No. 07/2014

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¹Hkkx IIµ[k.M 3(ii)º Hkkjr dk jkti=k % vlk/kj.k

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Hkkx II—[k.M 3 —m —mi&[k.M (ii)

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[ti (ary & rir u %cz) T_2014 & @ 12 & 8IEIU m

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44 ro jo rdo-33004/99

Type: orders · UID: 4d622c0e1790f4229c100866bf08a98a2caeaa6c · PDF: yes · Text: yes · Rule index: yes

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All Regional Directors, All Registrar of ComPanies,

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Ixo_joto-33004/92

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The Companies (Corporate Social Responsibility Policy) Rules, 2014 notified on 27 -02 -2014 (inclusive of all amendments).

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GOVERNMENT OF CHHATTISGARH DEPARTMENT OF GENERAL ADMINISTRATION MANTRALAYA

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letter pd HPHJIX

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X4%o_:o_Wdo-33004/99

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~dvN 4r & 3T7Ta 31t 1o+ & TG ITn (fan 31 fe/z) & %qu 8g 313H4, 5436 vi. 2-22-BriRTI T12/38 f4. #, fiTTIs , Reri 30-5-2001.'

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Circular No. 07/2014

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All Regional Directors, All Registrar of Companies, All the Stakeholders,

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TE %o <o Udo-33004/99

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Tro slo udo-33004/99

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rfTZ} ro Jto Qao-33004/99

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Hkkx II —[ —[k.M 3 —m —mi&[k.M (ii) PART II—Section 3—Sub-section (ii)

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Nomenclature of various forms prescribed under the provisions of Companies Act, 2013 being notified

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F. No. 2/19/2011-CL-V

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T%o_jo_(do-33004/99

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44ro_3o_qdo-33004/99

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rfTZ} ro Jto Qao-33004/99

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All Regional Directors,

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Iajo_jto_tdo-33004/.92

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General Circular 0842014

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Hkkx II —[ —[k.M 3—mi&[k.M (i)

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rfTZ} ro Jto Qao-33004/99

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5%o_so_Ydo-33004/99

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X4%o_:o_Wdo-33004/99

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General Circular_No 03/2014

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Hkkx II—[k.M 3 —m —mi&[k.M (i)

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REGDNQ. DL33004/99

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The Companies (Corporate Social Responsibility Policy) Rules, 2014 notified on 27-02-2014 (inclusive of all amendments).

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Hkkx II—[k.M 3—mi&[k.M (ii)

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All Regional Directors, All Registrar of Companies.

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Hkkx II—[k.M 3—mi&[k.M (i)

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No. 1712712O13-CL-V Government of India

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Tro slo udo-33004/99

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To, All Regional Director All Registrars of Companies

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F . No . 2/19/2011-CL-V Ministry of Corporate Affairs

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Nomenclature of various forms prescribed under the provisions of Companies Act, 2013 being notified

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#74zo_3o_Ydo-33004/92

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