The Companies Act, 2013

Sections

1. 0Section 0
2. XXVIII — SPECIAL COURTS
3. 1Ins. by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1-4-2021)
4. 2Sub-item (a) omitted by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1-4-2021)
5. 3Revenue from operations shall disclose separately in the notes
6. 4Finance Costs: Finance costs shall be classified as
7. 5Regulatory Deferral Account Balances shall be presented in the Balance Sheet in accordance with the relevant Indian Accounting Standards
8. 6Other Comprehensive Income shall be classified into
9. 7When a company applies an accounting policy retrospectively or makes a restatement of items in the f
10. 8For the purpose of this Schedule, the terms used herein shall have the same meanings assigned to them in Indian Accounting Standards
11. 9Where any Act or Regulation requires specific disclosures to be made in the standalone financial sta
12. II — INCORPORATION OF COMPANY AND MATTERS INCIDENTAL THERETO
13. 10Effect of memorandum and articles
14. 10ACommencement of business, etc
15. XXVIII — SPECIAL COURTS
16. 11Regulatory Deferral Account Balances shall be presented in the Balance Sheet in accordance with the relevant Indian Accounting Standards
17. II — INCORPORATION OF COMPANY AND MATTERS INCIDENTAL THERETO
18. 12Registered office of company
19. 13Alteration of memorandum
20. 14Alteration of articles
21. 15Alteration of memorandum or articles to be noted in every copy
22. 16Rectification of name of company
23. 17Copies of memorandum, articles, etc., to be given to members
24. 18Conversion of companies already registered
25. 19Subsidiary company not to hold shares in its holding company
26. 20Service of documents
27. 21Authentication of documents, proceedings and contracts
28. 22Execution of bills of exchange, etc
29. III — PROSPECTUS AND ALLOTMENT OF SECURITIES
30. 23Public offer and private placement
31. 24Power of Securities and Exchange Board to regulate issue and transfer of securities,
32. 25Document containing offer of securities for sale to be deemed prospectus
33. 26Matters to be stated in prospectus
34. 27Variation in terms of contract or objects in prospectus
35. 28Offer of sale of shares by certain members of company
36. 29Public offer of securities to be in dematerialised form
37. 30Advertisement of prospectus
38. 31Shelf prospectus
39. 32Red herring prospectus
40. 33Issue of application forms for securities
41. 34Criminal liability for mis-statements in prospectus
42. 35Civil liability for mis-statements in prospectus
43. 36Punishment for fraudulently inducing persons to invest money
44. 37Action by affected persons
45. XXI — PART I.— Companies Authorised to Register under this Act
46. 37ZAAnnual general meetings
47. III — PROSPECTUS AND ALLOTMENT OF SECURITIES
48. 38Punishment for personation for acquisition, etc., of securities
49. 39Allotment of securities by company
50. 40Securities to be dealt with in stock exchanges
51. 41Global depository receipt
52. IV — SHARE CAPITAL AND DEBENTURES
53. 43Kinds of share capital
54. 44Nature of shares or debentures
55. 45Numbering of shares
56. 46Certificate of shares
57. 47Voting rights
58. 48Variations of shareholders' rights
59. 49Calls on shares of same class to be made on uniform basis
60. 50Company to accept unpaid share capital, although not called up
61. 51Payment of dividend in proportion to amount paid-up
62. 52Application of premiums received on issue of shares
63. 53Prohibition on issue of shares at discount
64. 54Issue of sweat equity shares
65. 55Issue and redemption of preference shares
66. 57Punishment for personation of shareholder
67. 58Refusal of registration and appeal against refusal
68. 59Rectification of register of members
69. 60Publication of authorised, subscribed and paid-up capital
70. 61Power of limited company to alter its share capital
71. 62Further issue of share capital
72. 63Issue of bonus shares
73. 64Notice to be given to Registrar for alteration of share capital
74. 65Unlimited company to provide for reserve share capital on conversion into limited company
75. 67Restriction on purchase by company or giving of loans by it for purchase of its shares
76. 68Power of company to purchase its own securities
77. 69Transfer of certain sums to capital redemption reserve account
78. 70Prohibition for buy-back in certain circumstances
79. 71Debentures
80. 72Power to nominate
81. V — ACCEPTANCE OF DEPOSITS BY COMPANIES
82. 73Prohibition on acceptance of deposits from public
83. 74Repayment of deposits, etc., accepted before commencement of this Act
84. 75Damages for fraud
85. 76Acceptance of deposits from public by certain companies
86. VI — REGISTRATION OF CHARGES
87. 77Duty to register charges, etc
88. 78Application for registration of charge
89. 79Section 77 to apply in certain matters
90. 80Date of notice of charge
91. 81Register of charges to be kept by Registrar
92. 82Company to report satisfaction of charge
93. 83Power of Registrar to make entries of satisfaction and release in absence of intimation from company
94. 84Intimation of appointment of receiver or manager
95. 85Company's register of charges
96. 86Punishment for contravention
97. 87Rectification by Central Government in Register of charges
98. VII — MANAGEMENT AND ADMINISTRATION
99. 88Register of members, etc
100. 89Declaration in respect of beneficial interest in any share
101. 91Power to close register of members or debenture-holders or other security holders
102. 92Annual return
103. 94Place of keeping and inspection of registers, returns, etc
104. 95Registers, etc., to be evidence
105. 96Annual general meeting
106. 97Power of Tribunal to call annual general meeting
107. 98Power of Tribunal to call meetings of members, etc
108. 99Punishment for default in complying with provisions of sections 96 to 98
109. 100Calling of extraordinary general meeting
110. 101Notice of meeting
111. 102Statement to be annexed to notice
112. 103Quorum for meetings
113. 104Chairman of meetings
114. 105Proxies
115. 106Restriction on voting rights
116. 107Voting by show of hands
117. 108Voting through electronic means
118. 109Demand for poll
119. 110Postal ballot
120. 111Circulation of members' resolution
121. 112Representation of President and Governors in meetings
122. 113Representation of corporations at meeting of companies and of creditors
123. 114Ordinary and special resolutions
124. 115Resolutions requiring special notice
125. 116Resolutions passed at adjourned meeting
126. 117Resolutions and agreements to be filed
127. 118Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resol
128. 119Inspection of minute-books of general meeting
129. 120Maintenance and inspection of documents in electronic form
130. 121Report on annual general meeting
131. 122Applicability of this Chapter to One Person Company
132. VIII — DECLARATION AND PAYMENT OF DIVIDEND
133. 123Declaration of dividend
134. 124Unpaid Dividend Account
135. 125Investor Education and Protection Fund
136. 126Right to dividend, rights shares and bonus shares to be held in abeyance pending registration
137. 127Punishment for failure to distribute dividends
138. 128Books of account, etc., to be kept by company
139. 129Financial statement
140. 130Re-opening of accounts on court's or Tribunal's orders
141. 131Voluntary revision of financial statements or Board's report
142. 132Constitution of National Financial Reporting Authority
143. 133Central Government to prescribe accounting standards
144. 134Financial statement, Board's report, etc
145. 135Corporate Social Responsibility
146. 136Right of member to copies of audited financial statement
147. 137Copy of financial statement to be filed with Registrar
148. 138Internal audit
149. X — AUDIT AND AUDITORS
150. 139Appointment of auditors
151. 140Removal, resignation of auditor and giving of special notice
152. 141Eligibility, qualifications and disqualifications of auditors
153. 142Remuneration of auditors
154. 143Powers and duties of auditors and auditing standards
155. 144Auditor not to render certain services
156. 145Auditor to sign audit reports, etc
157. 146Auditors to attend general meeting
158. 147Punishment for contravention
159. 148Central Government to specify audit of items of cost in respect of certain companies
160. XI — APPOINTMENT AND QUALIFICATIONS OF DIRECTORS
161. 149Company to have Board of Directors
162. 150Manner of selection of independent directors and maintenance of databank of independent directors
163. 151Appointment of director elected by small shareholders
164. 152Appointment of directors
165. 153Application for allotment of Director Identification Number
166. 154Allotment of Director Identification Number
167. 155Prohibition to obtain more than one Director Identification Number
168. 156Director to intimate Director Identification Number
169. 157Company to inform Director Identification Number to Registrar
170. 158Obligation to indicate Director Identification Number
171. 160Right of persons other than retiring directors to stand for directorship
172. 161Appointment of additional director, alternate director and nominee director
173. 162Appointment of directors to be voted individually
174. 164Disqualifications for appointment of director
175. 165Number of directorships
176. 166Duties of directors
177. 167Vacation of office of director
178. 168Resignation of director
179. 169Removal of directors
180. 170Register of directors and key managerial personnel and their shareholding
181. 171Members' right to inspect
182. XII — MEETINGS OF BOARD AND ITS POWERS
183. 173Meetings of Board
184. 174Quorum for meetings of Board
185. 175Passing of resolution by circulation
186. 176Defects in appointment of directors not to invalidate actions taken
187. 177Audit Committee
188. 178Nomination and Remuneration Committee and Stakeholders Relationship Committee
189. 179Powers of Board
190. 180Restrictions on powers of Board
191. 181Company to contribute to
192. 182Prohibitions and restrictions regarding political contributions
193. 183Power of Board and other persons to make contributions to national defence fund, etc
194. 184Disclosure of interest by director
195. 186Loan and investment by company
196. 187Investments of company to be held in its own name
197. 188Related party transactions
198. 189Register of contracts or arrangements in which directors are interested
199. 190Contract of employment with managing or whole-time director
200. 191Payment to director for loss of office, etc., in connection with transfer of undertaking, property or shares
201. 192Restriction on non-cash transactions involving directors
202. 193Contract by One Person Company
203. XIII — APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL
204. 196Appointment of managing director, whole-time director or manager
205. 197Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy
206. 198Calculation of profits
207. 199Recovery of remuneration in certain cases
208. 200Central Government or company to fix limit with regard to remuneration
209. 201Forms of, and procedure in relation to, certain applications
210. 202Compensation for loss of office of managing or whole-time director or manager
211. 203Appointment of key managerial personnel
212. 204Secretarial audit for bigger companies
213. 205Functions of company secretary
214. XIV — INSPECTION, INQUIRY AND INVESTIGATION
215. 206Power to call for information, inspect books and conduct inquiries
216. 208Report on inspection made
217. 209Search and seizure
218. 210Investigation into affairs of company
219. 211Establishment of Serious Fraud Investigation Office
220. 212Investigation into affairs of Company by Serious Fraud Investigation Office
221. 214Security for payment of costs and expenses of investigation
222. 215Firm, body corporate or association not to be appointed as inspector
223. 216Investigation of ownership of company
224. 217Procedure, powers, etc., of inspectors
225. 218Protection of employees during investigation
226. 219Power of inspector to conduct investigation into affairs of related companies, etc
227. 220Seizure of documents by inspector
228. 221Freezing of assets of company on inquiry and investigation
229. 222Imposition of restrictions upon securities
230. 223Inspector's report
231. 224Actions to be taken in pursuance of inspector's report
232. 225Expenses of investigation
233. 226Voluntary winding up of company, etc., not to stop investigation proceedings
234. 227Legal advisors and bankers not to disclose certain information
235. 228Investigation, etc., of foreign companies
236. 229Penalty for furnishing false statement, mutilation, destruction of documents
237. XV — COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS
238. 230Power to compromise or make arrangements with creditors and members
239. 231Power of Tribunal to enforce compromise or arrangement
240. 232Merger and amalgamation of companies
241. 233Merger or amalgamation of certain companies
242. 234Merger or amalgamation of company with foreign company
243. 235Power to acquire shares of shareholders dissenting from scheme or contract approved by majority
244. 236Purchase of minority shareholding
245. 237Power of Central Government to provide for amalgamation of companies in public interest
246. 238Registration of offer of schemes involving transfer of shares
247. 239Preservation of books and papers of amalgamated companies
248. XVI — PREVENTION OF OPPRESSION AND MISMANAGEMENT
249. 241Application to Tribunal for relief in cases of oppression, etc
250. 242Powers of Tribunal
251. 243Consequence of termination or modification of certain agreements
252. 244Right to apply under section 241
253. 245Class action
254. 246Application of certain provisions to proceedings under section 241 or section 245
255. XVII — REGISTERED VALUERS
256. 247Valuation by registered valuers
257. XVIII — REMOVAL OF NAMES OF COMPANIES FROM THE REGISTER OF COMPANIES
258. 248Power of Registrar to remove name of company from register of companies
259. 249Restrictions on making application under section 248 in certain situations
260. 250Effect of company notified as dissolved
261. 251Fraudulent application for removal of name
262. 252Appeal to Tribunal
263. XIX — REVIVAL AND REHABILITATION OF SICK COMPANIES
264. 253[
265. 254[
266. XX — WINDING UP
267. 272Petition for winding up
268. 273Powers of Tribunal
269. 274Directions for filing statement of affairs
270. 275Company Liquidators and their appointments
271. 276Removal and replacement of liquidator
272. 277Intimation to Company Liquidator, provisional liquidator and Registrar
273. 278Effect of winding up order
274. 279Stay of suits, etc., on winding up order
275. 281Submission of report by Company Liquidator
276. 282Directions of Tribunal on report of Company Liquidator
277. 283Custody of company's properties
278. 284Promoters, directors, etc., to cooperate with Company Liquidator
279. 285Settlement of list of contributories and application of assets
280. 286Obligations of directors and managers
281. 287Advisory committee
282. 288Submission of periodical reports to Tribunal
283. 290Powers and duties of Company Liquidator
284. 291Provision for professional assistance to Company Liquidator
285. 292Exercise and control of Company Liquidator's powers
286. 293Books to be kept by Company Liquidator
287. 294Audit of Company Liquidator's accounts
288. 295Payment of debts by contributory and extent of set-off
289. 296Power of Tribunal to make calls
290. 297Adjustment of rights of contributories
291. 298Power to order costs
292. 299Power to summon persons suspected of having property of company, etc
293. 300Power to order examination of promoters, directors, etc
294. 301Arrest of person trying to leave India or abscond
295. 302Dissolution of company by Tribunal
296. 303Appeals from orders made before commencement of Act
297. 320[
298. 321[
299. 322[
300. 324Debts of all descriptions to be admitted to proof
301. 327Preferential payments
302. 328Fraudulent preference
303. 329Transfers not in good faith to be void
304. 330Certain transfers to be void
305. 331Liabilities and rights of certain persons fraudulently preferred
306. 332Effect of floating charge
307. 333Disclaimer of onerous property
308. 335Certain attachments, executions, etc., in winding up by Tribunal to be void
309. 336Offences by officers of companies in liquidation
310. 337Penalty for frauds by officers
311. 338Liability where proper accounts not kept
312. 339Liability for fraudulent conduct of business
313. 340Power of Tribunal to assess damages against delinquent directors, etc
314. 341Liability under sections 339 and 340 to extend to partners or directors in firms or companies
315. 342Prosecution of delinquent officers and members of company
316. 343Company Liquidator to exercise certain powers subject to sanction
317. 344Statement that company is in liquidation
318. 345Books and papers of company to be evidence
319. 346Inspection of books and papers by creditors and contributories
320. 347Disposal of books and papers of company
321. 348Information as to pending liquidations
322. 349Official Liquidator to make payments into public account of India
323. 350Company Liquidator to deposit monies into scheduled bank
324. 351Liquidator not to deposit monies into private banking account
325. 352Company Liquidation Dividend and Undistributed Assets Account
326. 353Liquidator to make returns, etc
327. 354Meetings to ascertain wishes of creditors or contributories
328. 355Court, tribunal or person, etc., before whom affidavit may be sworn
329. 356Powers of Tribunal to declare dissolution of company void
330. 357Commencement of winding up by Tribunal
331. 358Exclusion of certain time in computing period of limitation
332. 359Appointment of Official Liquidator
333. 360Powers and functions of Official Liquidator
334. 361Summary procedure for liquidation
335. 362Sale of assets and recovery of debts due to company
336. 363Settlement of claims of creditors by Official Liquidator
337. 364Appeal by creditor
338. 365Order of dissolution of company
339. XXI — PART I.— Companies Authorised to Register under this Act
340. 366Companies capable of being registered
341. 367Certificate of registration of existing companies
342. 368Vesting of property on registration
343. 369Saving of existing liabilities
344. 370Continuation of pending legal proceedings
345. 371Effect of registration under this Part
346. 372Power of Court to stay or restrain proceedings
347. 373Suits stayed on winding up order
348. 374Obligations of companies registering under this Part
349. 375Winding up of unregistered companies
350. 376Power to wind up foreign companies, although dissolved
351. 377Provisions of Chapter cumulative
352. 378Saving and construction of enactments conferring power to wind up partnership firm, association or c
353. 378ADefinitions
354. 378BObjects of Producer Company
355. 378CFormation of Producer Company and its registration
356. 378DMembership and voting rights of Members of Producer Company
357. 378EBenefits to Members
358. 378FMemorandum of Producer Company
359. 378GArticles of association
360. 378HAmendment of memorandum
361. 378JOption to inter-State co-operative societies to become Producer Companies
362. 378KEffect of incorporation of Producer Company
363. 378LVesting of undertaking in Producer Company
364. 378MConcession etc., to be deemed to have been granted to Producer Company
365. 378NProvisions in respect of officers and other employees of inter-State co-operative society
366. 378PAppointment of directors
367. 378QVacation of office by directors
368. 378RPowers and functions of Board
369. 378SMatters to be transacted at general meeting
370. 378TLiability of directors
371. 378UCommittee of directors
372. 378WChief Executive and his functions
373. 378XSecretary of Producer Company
374. 378YQuorum
375. 378ZVoting rights
376. 378ZBShare capital
377. 378ZCSpecial user rights
378. 378ZEBooks of account
379. 378ZGDuties of auditor under this Chapter
380. 378ZHDonation or subscription by Producer Company
381. 378ZJIssue of bonus Shares
382. 378ZKLoan, etc., to Members
383. 378ZLInvestment in other companies, formation of subsidiaries etc
384. 378ZMPenalty for contravention
385. 378ZNAmalgamation merger or division, etc. to form new Producer Companies
386. 378ZPStrike off name of Producer Company
387. 378ZQProvisions of this Chapter to override other laws
388. 378ZRApplication of provisions relating to private companies
389. 378ZSRe-conversion of Producer Company to inter-State co-operative society
390. 378ZTPower to modify Act in its application to Producer Companies
391. 378ZUPower to make rules
392. XXII — COMPANIES INCORPORATED OUTSIDE INDIA
393. 379Application of Act to foreign companies
394. 380Documents, etc., to be delivered to Registrar by foreign companies
395. 382Display of name, etc., of foreign company
396. 383Service on foreign company
397. 385Fee for registration of documents
398. 386Interpretation
399. 387Dating of prospectus and particulars to be contained therein
400. 388Provisions as to expert's consent and allotment
401. 389Registration of prospectus
402. 390Offer of Indian Depository Receipts
403. 391Application of sections 34 to 36 and Chapter XX
404. 392Punishment for contravention
405. 393Company's failure to comply with provisions of this Chapter not to affect validity of contracts, etc
406. XXIII — GOVERNMENT COMPANIES
407. 394Annual reports on Government companies
408. 395Annual reports where one or more State Governments are members of companies
409. XXIV — REGISTRATION OFFICES AND FEES
410. 396Registration offices
411. 397Admissibility of certain documents as evidence
412. 399Inspection, production and evidence of documents kept by Registrar
413. 400Electronic form to be exclusive, alternative or in addition to physical form
414. 401Provision of value added services through electronic form
415. 402Application of provisions of Information Technology Act, 2000
416. 403Fee for filing, etc
417. 404Fees, etc., to be credited into public account
418. XXV — COMPANIES TO FURNISH INFORMATION OR STATISTICS
419. 405Power of Central Government to direct companies to furnish information or statistics
420. XXVI — NIDHIS
421. 406Provision relating to
422. XXVII — NATIONAL COMPANY LAW TRIBUNAL AND APPELLATE TRIBUNAL
423. 407Definitions
424. 408Constitution of National Company Law Tribunal
425. 409Qualification of President and Members of Tribunal
426. 410Constitution of Appellate Tribunal
427. 412Selection of Members of Tribunal and Appellate Tribunal
428. 413Term of office of President, chairperson and other Members
429. 414Salary, allowances and other terms and conditions of service of Members
430. 415Acting President and Chairperson of Tribunal or Appellate Tribunal
431. 416Resignation of Members
432. 417Removal of Members
433. 418Staff of Tribunal and Appellate Tribunal
434. 418ABenches of Appellate Tribunal
435. 419Benches of Tribunal
436. 420Orders of Tribunal
437. 422Expeditious disposal by Tribunal and Appellate Tribunal
438. 423Appeal to Supreme Court
439. 424Procedure before Tribunal and Appellate Tribunal
440. 425Power to punish for contempt
441. 426Delegation of powers
442. 427President, Members, officers, etc., to be public servants
443. 428Protection of action taken in good faith
444. 429Power to seek assistance of Chief Metropolitan Magistrate, etc
445. 430Civil court not to have jurisdiction
446. 431Vacancy in Tribunal or Appellate Tribunal not to invalidate acts or proceedings
447. 432Right to legal representation
448. 433Limitation
449. XXVIII — SPECIAL COURTS
450. 436Offences triable by Special Courts
451. 437Appeal and revision
452. 438Application of Code to proceedings before Special Court
453. 439Offences to be non-cognizable
454. 440Transitional provisions
455. 441Compounding of certain offences
456. 442Mediation and Conciliation Panel
457. 443Power of Central Government to appoint company prosecutors
458. 444Appeal against acquittal
459. 445Compensation for accusation without reasonable cause
460. 446Application of fines
461. 447Punishment for fraud
462. 448Punishment for false statement
463. 449Punishment for false evidence
464. 450Punishment where no specific penalty or punishment is provided
465. 451Punishment in case of repeated default
466. 452Punishment for wrongful withholding of property
467. 453Punishment for improper use of "Limited" or "Private Limited"
468. 454Adjudication of penalties
469. 455Dormant company
470. 456Protection of action taken in good faith
471. 457Non-disclosure of information in certain cases
472. 458Delegation by Central Government of its powers and functions
473. 459Powers of Central Government of Tribunal to accord approval, etc., subject to conditions and to pres
474. 460Condonation of delay in certain cases
475. 461Annual report by Central Government
476. 462Power to exempt class or classes of companies from provisions of this Act
477. 463Power of court to grant relief in certain cases
478. 464Prohibition of association or partnership of persons exceeding certain number
479. 465Repeal of certain enactments and savings
480. 466Dissolution of Company Law Board and consequential provisions
481. 467Power of Central Government to amend Schedules
482. 468Powers of Central Government to make rules relating to winding up
483. 469Power of Central Government to make rules
484. 470Power to remove difficulties