Act - 2013/1956

Act - 2013/1956Act - 2013/1956

Act - 2013/1956
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2013

1956

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Chapter I - Preliminary (1 - 2)

Section 1- Short title, extent, commencement and application.

Section 2 - Definitions

Chapter II - Incorporation of Company and Matters Incidental Thereto (3 - 22)

Section 3- Formation of company.

Section 3A - Members severally liable in certain cases

Section 4- Memorandum.

Section 5- Articles.

Section 6- Act to override memorandum, articles, etc.

Section 7- Incorporation of company.

Section 8- Formation of companies with charitable objects, etc.

Section 9- Effect of registration.

Section 10- Effect of memorandum and articles.

Section 10A- Commencement of business, etc.

Section 11- Commencement of business, etc. [Omitted]

Section 12- Registered office of company.

Section 13- Alteration of memorandum.

Section 14- Alteration of articles.

Section 15- Alteration of memorandum and articles to be noted in every copy.

Section 16- Rectification of name of company.

Section 17- Copies of memorandum, articles, etc., to be given to members.

Section 18- Conversion of companies already registered.

Section 19- Subsidiary company not to hold shares in its holding company.

Section 20- Service of documents.

Section 21- Authentication of documents, proceedings and contracts.

Section 22- Execution of bills of exchange, etc.

Chapter III - Prospectus and Allotment of Securities (23 - 42)

Section 23- Public offer and private placement.

Section 24- Power of Securities and Exchange Board to regulate issue and transfer of securities, etc.

Section 25- Document containing offer of securities for sale to be deemed prospectus.

Section 26- Matters to be stated in prospectus.

Section 27- Variation in terms of contract or objects in prospectus.

Section 28- Offer of sale of shares by certain members of a company.

Section 29- Public offer of securities to be in dematerialised form.

Section 30- Advertisement of prospectus.

Section 31- Shelf prospectus.

Section 32- Red herring prospectus.

Section 33- Issue of application forms for securities.

Section 34- Criminal liability for mis-statements in prospectus.

Section 35- Civil liability for mis-statements in prospectus.

Section 36- Punishment for fraudulently inducing persons to invest money.

Section 37- Action by affected persons.

Section 38- Punishment for personation for acquisition, etc., of securities.

Section 39- Allotment of securities by company.

Section 40- Securities to be dealt with in stock exchanges.

Section 41- Global Depository Receipt.

Section 42 - Issue of shares on private placement basis.

Chapter IV - Share Capital and Debentures (43 - 72)

Section 43- Kinds of share capital.

Section 44- Nature of shares or debentures.

Section 45- Numbering of shares.

Section 46- Certificate of shares.

Section 47- Voting rights.

Section 48- Variation of shareholders' rights.

Section 49- Calls on shares of same class to be made on uniform basis.

Section 50- Company to accept unpaid share capital, although not called up.

Section 51- Payment of dividend in proportion to amount paid-up.

Section 52- Application of premiums received on issue of shares.

Section 53- Prohibition on issue of shares at discount.

Section 54- Issue of sweat equity shares.

Section 55- Issue and redemption of preference share.

Section 56- Transfer and transmission of securities.

Section 57- Punishment for personation of shareholder.

Section 58- Refusal of registration and appeal against refusal.

Section 59- Rectification of register of members.

Section 60- Publication of authorised, subscribed and paid-up capital.

Section 61- Power of limited company to alter its share capital.

Section 62- Further issue of share capital.

Section 63- Issue of bonus shares.

Section 64- Notice to be given to Registrar for alteration of share capital.

Section 65- Unlimited company to provide for reserve share capital on conversion into limited company.

Section 66- Reduction of Share Capital

Section 67- Restrictions on purchase by company or giving of loans by it for purchase of its shares.

Section 68- Power of company to purchase its own securities.

Section 69- Transfer of certain sums to capital redemption reserve account.

Section 70- Prohibition for buy-back in certain circumstances.

Section 71- Debentures.

Section 72- Power to nominate.

Chapter V - Acceptance of Deposits by Companies (73 - 76)

Section 73- Prohibition on acceptance of deposits from public.

Section 74- Repayment of deposits, etc., accepted before commencement of this Act.

Section 75- Damages for fraud.

Section 76- Acceptance of deposits from public by certain companies.

Section 76A - Punishment for contravention of section 73 or section 76.

Chapter VI - Registration of Charges (77 - 87)

Section 77- Duty to register charges, etc.

Section 78- Application for registration of charge.

Section 79- Section 77 to apply in certain matters.

Section 80- Date of notice of charge.

Section 81- Register of charges to be kept by Registrar.

Section 82- Company to report satisfaction of charge.

Section 83- Power of Registrar to make entries of satisfaction and release in absence of intimation from company.

Section 84- Intimation of appointment of receiver or manager.

Section 85- Company's register of charges.

Section 86- Punishment for contravention.

Section 87- Rectification by Central Government in Register of charges.

Chapter VII - Management and Administration (88 - 122)

Section 88- Register of members, etc.

Section 89- Declaration in respect of beneficial interest in any share.

Section 90- Register of significant beneficial owners in a company.

Section 91- Power to close register of members or debenture holders or other security holders.

Section 92- Annual return.

Section 93- Return to be filed with Registrar in case promoters' stake changes. [Omitted]

Section 94- Place of keeping and inspection of registers, returns, etc.

Section 95- Registers, etc., to be evidence.

Section 96- Annual general meeting.

Section 97 - Power of Tribunal to call annual general meeting.

Section 98- Power of Tribunal to call meetings of members, etc.

Section 99- Punishment for default in complying with provisions of sections 96 to 98.

Section 100- Calling of extraordinary general meeting.

Section 101- Notice of meeting.

Section 102- Statement to be annexed to notice.

Section 103- Quorum for meetings.

Section 104- Chairman of meetings.

Section 105- Proxies.

Section 106- Restriction on voting rights.

Section 107- Voting by show of hands.

Section 108- Voting through electronic means.

Section 109- Demand for poll.

Section 110- Postal ballot.

Section 111- Circulation of members' resolution.

Section 112- Representation of President and Governors in meetings.

Section 113- Representation of corporations at meeting of companies and of creditors.

Section 114- Ordinary and special resolutions.

Section 115- Resolutions requiring special notice.

Section 116- Resolutions passed at adjourned meeting.

Section 117- Resolutions and agreements to be filed.

Section 118- Minutes of proceedings of general meeting, meeting of Board of directors and other meeting and resolutions passed by postal ballot.

Section 119- Inspection of minute-book of general meeting.

Section 120- Maintenance and inspection of documents in electronic form.

Section 121- Report on annual general meeting.

Section 122- Applicability of this Chapter to One Person Company.

Chapter VIII - Declaration and Payment of Dividend (123 - 127)

Section 123- Declaration of dividend.

Section 124- Unpaid dividend account.

Section 125- Investor Education and Protection Fund.

Section 126- Right to dividend, rights shares and bonus shares to be held in abeyance pending registration of transfer of shares.

Section 127- Punishment for failure to distribute dividends.

Chapter IX - Accounts of Companies (128 - 138)

Section 128- Books of account, etc., to be kept by company.

Section 129- Financial statement.

Section 129A- Periodical financial results.

Section 130- Re-opening of accounts on Court's or Tribunal's orders.

Section 131- Voluntary revision of financial statements or Board’s report.

Section 132- Constitution of National Financial Reporting Authority.

Section 133- Central Government to prescribe accounting standards.

Section 134- Financial Statement, Board's report, etc.

Section 135- Corporate Social Responsibility.

Section 136- Right of member to copies of audited financial statement.

Section 137- Copy of financial statement to be filed with Registrar.

Section 138- Internal Audit.

Chapter X - Audit and Auditors (139 - 148)

Section 139- Appointment of auditors.

Section 140- Removal, resignation of auditor and giving of special notice.

Section 141- Eligibility, qualifications and disqualifications of auditors.

Section 142- Remuneration of auditors.

Section 143- Powers and duties of auditors and auditing standards.

Section 144- Auditor not to render certain services.

Section 145- Auditors to sign audit reports, etc.

Section 146- Auditors to attend general meeting.

Section 147- Punishment for contravention.

Section 148- Central Government to specify audit of items of cost in respect of certain companies.

Chapter XI - Appointment and Qualifications of Directors (149 - 172)

Section 149- Company to have Board of directors.

Section 150- Manner of selection of independent directors and maintenance of data bank of independent directors.

Section 151- Appointment of director elected by small shareholders.

Section 152- Appointment of directors.

Section 153- Application for allotment of Director Identification Number.

Section 154 - Allotment of Director Identification Number.

Section 155- Prohibition to obtain more than one Director Identification Number.

Section 156- Director to intimate Director Identification Number.

Section 157- Company to inform Director Identification Number to Registrar.

Section 158- Obligation to indicate Director Identification Number.

Section 159- Penalty for default of certain provisions.

Section 160- Right of persons other than retiring directors to stand for directorship.

Section 161- Appointment of additional director, alternate director and nominee director.

Section 162- Appointment of directors to be voted individually.

Section 163- Option to adopt principle of proportional representation for appointment of directors.

Section 164- Disqualifications for appointment of director.

Section 165- Number of directorships.

Section 166- Duties of directors.

Section 167- Vacation of office of director.

Section 168- Resignation of director.

Section 169- Removal of directors.

Section 170- Register of directors and key managerial personnel and their shareholding.

Section 171- Members' right to inspect.

Section 172- Penalty.

Chapter XII - Meetings of Board and its Powers (173 - 195)

Section 173- Meetings of Board.

Section 174- Quorum for meetings of Board.

Section 175- Passing of resolution by circulation.

Section 176- Defects in appointment of directors not to invalidate actions taken.

Section 177- Audit committee.

Section 178- Nomination and remuneration committee and stakholders relationship committee.

Section 179- Powers of Board.

Section 180- Restrictions on powers of Board.

Section 181- Company to contribute to bona fide and charitable funds, etc.

Section 182- Prohibitions and restrictions regarding political contributions.

Section 183- Power of Board and other persons to make contributions to national defence fund, etc.

Section 184- Disclosure of interest by director.

Section 185- Loan to directors, etc.

Section 186- Loan and investment by company.

Section 187- Investments of company to be held in its own name.

Section 188- Related party transactions.

Section 189- Register of contracts or arrangements in which directors are interested.

Section 190- Contract of employment with managing or whole-time directors.

Section 191- Payment to director for loss of office, etc., in connection with transfer of undertaking, property or shares.

Section 192- Restriction on non-cash transactions involving directors.

Section 193- Contract by One Person Company.

Section 194- Prohibition on forward dealings in securities of company by director or key managerial personnel..

Section 195- Prohibition on insider trading of securities.

Chapter XIII - Appointment and Remuneration of Managerial Personnel (196 - 205)

Section 196- Appointment of managing director, whole-time director or manager.

Section 197- Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits.

Section 198- Calculation of profits.

Section 199- Recovery of Remuneration in certain cases.

Section 200- Central Government or a company to fix a limit with regard to remuneration.

Section 201- Forms of, and procedure in relation to, certain applications.

Section 202- Compensation for loss of office of managing or whole-time director or manager.

Section 203- Appointment of key managerial personnel.

Section 204- Secretarial Audit for bigger companies.

Section 205- Functions of the Company Secretary.

Chapter XIV - Inspection, Inquiry and Investigation (206 - 229)

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

Section 207- Conduct of inspection and inquiry.

Section 208- Report on inspection made.

Section 209- Search and seizure.

Section 210- Investigation into affairs of company.

Section 211- Establishment of Serious Fraud Investigation Office.

Section 212- Investigation into affairs of company by Serious Fraud Investigation Office.

Section 213- Investigation into company's affairs in other cases.

Section 214- Security for payment of costs and expenses of investigation.

Section 215- Firm, body corporate or association not to be appointed as inspector.

Section 216- Investigation of ownership of company.

Section 217- Procedure, powers, etc., of inspectors.

Section 218- Protection of employees during investigation.

Section 219- Power of inspectors to conduct investigation into affairs of related companies, etc.

Section 220- Seizure of documents by inspector.

Section 221- Freezing of assets of a company on an inquiry and investigation.

Section 222- Imposition of restrictions upon securities.

Section 223- Inspector's report.

Section 224- Actions to be taken in pursuance of inspector's report.

Section 225- Expenses of investigation.

Section 226- Voluntary winding up of company, etc., not to stop investigation proceedings.

Section 227- Legal advisers and bankers not to disclose certain information.

Section 228- Investigation, etc., of foreign companies.

Section 229- Penalty for furnishing false statement, mutilation, destruction of documents.

Chapter XV - Compromises, Arrangements and Amalgamations (230 - 240)

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

Section 231- Power of Tribunal to enforce compromise or arrangement.