LexSphere Logo
The Lexsphere Library
Back to Home
Official Legislative Archive

Companies Act, 2013

SECTION Section 1

Untitled Section

1 THE COMPANIES ACT, 2013 __________________ ARRANGEMENT OF SECTIONS ___________
SECTION Section 1020

Untitled Section

CHAPTER XIII APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL
SECTION Section 1033

Untitled Section

articles, or in an agreement entered into by it, or in any resolution passed by the company in general meeting or its Board, shall not have any effect unless such increase is in accordance with the conditions specified in that Schedule 3***. (12) Every listed company shall disclose in the Board’s report, the ratio of the remuneration of each director to the median employee’s remuneration and such other details as may be prescribed. (13) Where any insurance is taken by a company on behalf of its managing director, whole -time director, manager, Chief Executive Officer, Chief Financial Officer or Company Secretary for indemnifying any of them against any liability in respect of any negligence, default, misfeasance, breach of duty or breach of trust for which they may be guilty in relation to the company, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel: Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration. (14) Subject to the provisions of this section, any director who is in receipt of any commission from the company and who is a managing or whole -time director of the company shall not be disqualified from receiving any remuneration or commission from any holding company or subsidiary company of such company subject to its disclosure by the company in the Board’s report. 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 exces s of the limit laid down under this section and give such other details as may be prescribed. (17) On and from the commencement of the Companies (Amendment) Act, 2017, any application made to the Central Government under the provisions of this section [a s it stood before such commencement], which is pending with that Government shall abate, and the company shall, within one year of such commencement, obtain the approval in accordance with the provisions of this section, as so amended.]
SECTION Section 1053

Untitled Section

CHAPTER XIV INSPECTION, INQUIRY AND INVESTIGATION
SECTION Section 1079

Untitled Section

Chapter, the inspector has reasonable grounds to believe that the books and papers of, or relating to, any company or other body corpo rate or managing director or manager of such company are likely to be destroyed, mutilated, altered, falsified or secreted, the inspector may— (a) enter, with such assistance as may be required, the place or places where such books and papers are kept in such manner as may be required; and (b) seize books and papers as he considers necessary after allowing the company to take copies of, or extracts from, such books and papers at its cost for the purposes of his investigation. 148 (2) The inspector shall keep in his custody the books and papers seized under this section for such a period not later than the conclusion of the investigation as he considers necessary and thereafter shall return the same to the company or the other body corporate, or, as the case may be, to the managing director or the manager or any other person from whose custody or power they were seized: Provided that the inspector may, before returning such books and papers as aforesaid, take copies of, or extracts from them or place identificatio n marks on them or any part thereof or deal with the same in such manner as he considers necessary. (3) The provisions of the Code of Criminal Procedure, 1973 (2 of 1974), relating to searches or seizures shall apply mutatis mutandis to every search or seizure made under this section.
SECTION Section 1093

Untitled Section

CHAPTER XV COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS
SECTION Section 1103

Untitled Section

Chapter unless otherwise provided under any other law for the time being in force, shall apply mutatis 157 mutandis to schemes of mergers and amalgamations between companies registered under this Act a nd companies incorporated in the jurisdictions of such countries as may be notified from time to time by the Central Government: Provided that the Central Government may make rules, in consultation with the Reserve Bank of India, in connection with mergers and amalgamations provided under this section. (2) Subject to the provisions of any other law for the time being in force, a foreign company, may with the prior approval of the Reserve Bank of India, merge into a company registered under this Act or vice versa and the terms and conditions of the scheme of merger may provide, among other things, for the payment of consideration to the shareholders of the merging company in cash, or in Depository Receipts, or partly in cash and partly in Depository Receipts, as the case may be, as per the scheme to be drawn up for the purpose. Explanation.—For the purposes of sub -section ( 2), the expression “foreign company ” means any company or body corporate incorporated outside India whether having a place of business in India or not.
SECTION Section 1112

Untitled Section

CHAPTER XVI PREVENTION OF OPPRESSION AND MISMANAGEMENT
SECTION Section 1117

Untitled Section

articles of a company, then, notwithstanding any other provision of this Act, the company shall not have power, except to the extent, if any, permitted in the order, to make, with out the leave of the Tribunal, any alteration whatsoever which is inconsistent with the order, either in the memorandum or in the articles. (6) Subject to the provisions of sub-section (1), the alterations made by the order in the memorandum or articles of a company shall, in all respects, have the same effect as if they had been duly made by the company in accordance with the provisions of this Act and the said provisions shall apply accordingly to the memorandum or articles so altered. (7) A certified cop y of every order altering, or giving leave to alter, a company’s memorandum or
SECTION Section 1118

Untitled Section

articles, shall within thirty days after the making thereof, be filed by the company with the Registrar who shall register the same. (8) If a company contravenes the provisions of sub-section (5), the company shall be punishable with fine which shall not be less than one lakh rupees but which may extend to twenty-five lakh rupees and every
SECTION Section 1129

Untitled Section

particular— (a) whether the member or depositor is acting in good faith in making the application for seeking an order; (b) any evidence before it as to the involvement of any person other than directors or officers of the company on any of the matters provided in clauses (a) to (f) of sub-section (1); (c) whether the cause of action is one which the member or depositor could pursue in his own right rather than through an order under this section; (d) any evidence before it as to the views of the members or depositors of the company who hav e no personal interest, direct or indirect, in the matter being proceeded under this section; (e) where the cause of action is an act or omission that is yet to occur, whether the act or omission could be, and in the circumstances would be likely to be— (i) authorised by the company before it occurs; or (ii) ratified by the company after it occurs; (f) where the cause of action is an act or omission that has already occurred, whether the act or omission could be, and in the circumstances would be likely to be, ratified by the company. (5) If an application filed under sub -section (1) is admitted, then the Tribunal shall have regard to the following, namely:— (a) public notice shall be served on admission of the application to all the members or depositors of the class in such manner as may be prescribed; (b) all similar applications prevalent in any jurisdiction should be consolidated into a single application and the class members or depositors should be allowed to choose the lead applicant and in the event the members or depositors of the class are unable to come to a consensus, the Tribunal shall have the power to appoint a lead applicant, who shall be in charge of the proceedings from the applicant’s side; (c) two class action applications for the same cause of action shall not be allowed; (d) the cost or expenses connected with the application for class action shall be defrayed by the company or any other person responsible for any oppressive act. (6) Any order passed by the Tribunal shall be binding on the company and all its members, depositors and auditor including audit firm or expert or consultant or advisor or any other person associated with the company. (7) Any company which fails to comply with an order passed by the Tribunal under this section sha ll be punishable with fine which shall not be less than five lakh rupees but which may extend to twenty -five lakh rupees and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to three years and with fine which shall not be less than twenty -five thousand rupees but which may extend to one lakh rupees. (8) Where any application filed before the Tribunal is found to be frivolous or vexatious, it shall, for reasons to be recorded in writing, reject the application and make an order that the applicant shall pay to the opposite party such cost, not exceeding one lakh rupees, as may be specified in the order. (9) Nothing contained in this section shall apply to a banking company. (10) Subject to the compliance of this section, an application may be filed or any other action may be taken under this section by any person, group of persons or any association of persons representing the persons affected by any act or omission, specified in sub-section (1).
SECTION Section 1131

Untitled Section

CHAPTER XVII REGISTERED VALUERS
SECTION Section 1133

Untitled Section

CHAPTER XVIII REMOVAL OF NAMES OF COMPANIES FROM THE REGISTER OF COMPANIES
SECTION Section 1147

Untitled Section

CHAPTER XIX REVIVAL AND REHABILITATION OF SICK COMPANIES
SECTION Section 1163

Untitled Section

CHAPTER XX WINDING UP 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.]
SECTION Section 1164

Untitled Section

PART I.—Winding up by the Tribunal 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,— (a) if the company has, by special resolution, resolved that the company be wound up by the Tribunal; (b) if the company has acted against the interests of the sovereignty and integrity of India, the security of the State, friendly relations with foreign States, public order, decency or morality; (c) if on an application made by the Registrar or any other person authorised by the Central Government by notification under this Act, the Tribunal is of the opinion that the affairs of the company have been conducted in a fraudulent manner or the company was formed for fraudulent and unlawful purpose or the persons concerned in the formation or management of its affairs have been guilty of fraud, misfeasance or misconduct in connection therewith and that it is proper that the company be wound up; (d) if the company has made a default in filing with the Registrar its financial statements or annual returns for immediately preceding five consecutive financial years; or
SECTION Section 1208

Untitled Section

PART III.—Provisions applicable to every mode of winding up
SECTION Section 1231

Untitled Section

partner in that firm or a director of that body corporate.
SECTION section 124

Untitled Section

section 124 unless the company is authorised by the registered holder of such shares in writing to pay such dividend to the transferee specified in such instrument of transfer; and (b) keep in abeyance in relation to such shares, any offer of rights shares under clause ( a) of sub-section (1) of section 62 and any issue of fully paid -up bonus shares in pursuance of first proviso to sub-section (5) of section 123.
SECTION Section 1257

Untitled Section

PART IV.—Official Liquidators
SECTION Section 1263

Untitled Section

Chapter, — (i) has assets of book value not exceeding one crore rupees; and (ii) belongs to such class or classes of companies as may be prescribed, the Central Government may order it to be wound up by summary procedure provided under this Part. (2) Where an order under sub -section (1) is made, the Central Government shall appoint the Official Liquidator as the liquidator of the company. (3) The Off icial Liquidator shall forthwith take into his custody or control all assets, effects and actionable claims to which the company is or appears to be entitled. (4) The Official Liquidator shall, within thirty days of his appointment, submit a report to the Central Government in such manner and form, as may be prescribed, including a report whether in his opinion, any fraud has been committed in promotion, formation or management of the affairs of the company or not. (5) On receipt of the report under sub-section (4), if the Central Government is satisfied that any fraud has been committed by the promoters, directors or any other officer of the company, it may direct further investigation into the affairs of the company and that a report shall be submitted wit hin such time as may be specified. (6) After considering the investigation report under sub-section (5), the Central Government may order that winding up may be proceeded under Part I of this Chapter or under the provision of this Part.
SECTION Section 1270

Untitled Section

CHAPTER XXI
SECTION Section 1271

Untitled Section

PART I.— Companies Authorised to Register under this Act
SECTION Section 1275

Untitled Section

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 incorporate d 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.
SECTION Section 1277

Untitled Section

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.
SECTION Section 1281

Untitled Section

Part, sub-sections (2) to (7) shall apply. (2) All provisions contained in any Act of Parliament or any other law for the time being in force, or other instrument constituting or regulating the company, including, in the case of a company registered as a company limited by guarantee, the resolution declaring the amount of the guarantee, shall be deemed to be conditions and regulations of the company, in the sa me manner and with the same incidents as if so much thereof as would, if the company had been formed under this Act, have been required to be inserted in the memorandum, were contained in a registered memorandum, and the residue thereof were contained in registered articles. (3) All the provisions of this Act shall apply to the company and the members, contributories and creditors thereof, in the same manner in all respects as if it had been formed under this Act, subject as follows:— (a) Table F in Schedul e I shall not apply unless and except in so far as it is adopted by special resolution; (b) the provisions of this Act relating to the numbering of shares shall not apply to any company whose shares are not numbered;
SECTION Section 1288

Untitled Section

PART II.—Winding up of unregistered companies
SECTION Section 1294

Untitled Section

PART I PRELIMINARY 378A. Definitions.— In this Chapter, unless the context otherwise requires,— (a) “active Member” means a Member who fulfils the quantum and period of patronage of the Producer Company as may be required by the articles; (b) “Chief Executive” means an individual appointed as such under sub-section ( 1) of section 378W; (c) “inter-State co-operative society” means a multi-State co-operative society as defined in clause (p) of section 3 of the Multi-State Co-operative Societies Act, 2002 (39 of 2002) and includes any co-
SECTION Section 1296

Untitled Section

participation in its business activities; (i) “patronage bonus” means payments made by a Producer Company out of its surplus income to the Members in proportion to their respective patronage; (j) “primary produce” means — (i) produce of farmers, arising from agriculture (including animal husbandry, horticulture, floriculture, pisciculture, viticulture, forestry, forest products, re-vegetation, bee raising and farming plantation products), or from any other primary activity or service which promotes the interest of the farmers or consumers; or (ii) produce of persons engaged in handloom, handicraft and other cottage industries; or (iii) any product resulting from any of the above activities, including by-products of such products; or (iv) any product resulting from an ancillary activity that may assist or promote any of the aforesaid activities or anything ancillary thereto; or (v) any activity which is intended to increase the production of anything referred to in sub-clauses (i) to (iv) or improve the quality thereof; (k) “producer” means any person engaged in any activity connected with or relatable to any primary produce; (l) “Producer Company” means a body corporate having objects or activities specified in section 378B and registered as Producer Company under this Act or under the Companies Act, 1956 (1 of 1956); (m) “Producer Institution ” means a Producer Company or any other institution having only producer or producers or Producer Company or Produ cer Companies as its member whether incorporated or not having any of the objects referred to in section 378B and which agrees to make use of the services of the Producer Company or Producer Companies as provided in its articles; (n) “withheld price” means part of the price due and payable for goods supplied by any Member to the Producer Company; and as withheld by the Producer Company for payment on a subsequent date. 203
SECTION Section 1297

Untitled Section

PART II INCORPORATION OF PRODUCER COMPANIES AND OTHER MATTERS 378B. Objects of Producer Company.—(1) The objects of the Producer Company shall relate to all or any of the following matters, namely:— (a) production, harvesting, procurement, grading, pooling, handling, marketing, selling, export of primary produce of the Members or import of goods or services for their benefit: Provided that the Producer Company may carry on any of the activities specified in this clause either by itself or through other institution; (b) processing including preserving, drying, distilling, brewing, vinting, canning and packaging of produce of its Members; (c) manufacture, sale or supply of machinery, equipment or consumables mainly to its Members; (d) providing education on the mutual assistance principles to its Members and others; (e) rendering technical services, consultancy services, training, research and development and all other activities for the promotion of the interests of its Members; (f) generation, transmission and distribution of power, revitalisation of land and water resources, their use, conservation and communications relatable to primary produce; (g) insurance of producers or their primary produce; (h) promoting techniques of mutuality and mutual assistance; (i) welfare measures or facilities for the benefit of Members as may be decided by the Board; (j) any other activity, ancillary or incidental to any of the activities referred to in clauses (a) to (i) or other activities which may promote the principles of mutuality and mutual assistance amongst the Members in any other manner; (k) financing of procurement, processing, marketing or other activities specified in clauses ( a) to (j) which include extending of credit facilities or any other financial services to its Members.’’. (2) Every Producer Company shall deal primarily with the produce of its active Members for carrying out any of its objects specified in this section. 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 combina tion 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. (2) If the Registrar is satisfied that all the requirements of this Act have been complied with in respect of registration and matters precedent and incidental thereto, he shall, within thirty days of the receipt of the documents required for registration, register the memorandum, the articles and other documents, if any, and issue a certificate of incorporation under this Act. (3) A Producer Company so formed shall have the liability of its Members limited by the memorandum to the amount, if any, unpaid on the shares respectively held by them and be termed a company limited by shares. (4) The Producer Company may reimburse to its promoters all other direct costs associated with the promotion and registration of the company including registration, legal fees, printing of a memorandum 204 and articles and the payment thereof shall be subject to the approval at its first general meeting of the Members. (5) On registration under sub-section (2), the Producer Company shall become a body corporate as if it is a private limited company to which the provisions contained in this Chapter apply, without, however, any limit to the number of Members thereof, and the Producer Company shall not, under any circumstance, whatsoever, become or be deemed to become a public limited 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. (b) In a case where the membership consists of Producer Institutions only, the voting rights of such Producer Institutions shall be determined on the basis of their participation in the business of the Producer Company in the previous year, as may be specified by articles: Provided that during the first year of registration of a Producer Company, the voting rights shall be determined on the basis of the shareholding by such Producer Institutions. (c) In a case where the membership consists of individuals and Producer Institutions, the voting rights shall be computed on the basis of a single vote for every Member. (2) The articles of any Producer Company may provide for the conditions, subject to which a Member may continue to retain his membership, and the manner in which voting rights shall be exercised by the Members. (3) Notwithstanding anything contained in sub -section (1) or sub-section (2), any Producer Company may, if so authorised by its articles, restrict the voting rights to active Members, in any special or general meeting. (4) No person, who has any business interest which is in conflict with business of the Producer Company, shall become a Member of that Company. (5) A Member, who acquires any business interest which is in conflict with the business of the Producer Company, shall cease to be a Member of that Company and be removed as a Member in accordance with the articles. 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. (2) Every Member shall, on the share capital contributed, receive only a limited return: Provided that every such Member may be allotted bonus shares in accordance with the provisions contained in section 378ZJ. (3) The surplus if any, remaining after ma king provision for payment of limited return and reserves referred to in section 378ZI, may be disbursed as patronage bonus, amongst the Members, in proportion to their participation in the business of the Producer Company, either in cash or by way of allotment of equity shares, or both, as may be decided by the Members at the general meeting. 378F. Memorandum of Producer Company .—The memorandum of association of every Producer Company shall state— (a) the name of the company with "Producer Company Limited" as the last words of the name of such Company; (b) the State in which the registered office of the Producer Company is to situate; (c) the main objects of the Producer Company shall be one or more of the objects specified in
SECTION Section 1299

Untitled Section

participation in the business; (f) provision for the education of Members, employees and others, on the principles of mutuality and techniques of mutual assistance; (g) the Producer Company shall actively co -operate with other Producer Companies (and other organisations following similar principles) at local, national or international level so as to best serve the interest of their Members and the communities it purports to serve. (3) Without prejudice to the generality of the foregoing provisions of sub-sections (1) and ( 2), the
SECTION Section 1300

Untitled Section

articles shall contain the following provisions, namely:— (a) the qualifications for membership, the conditions for continuance or cancellation of membership and the terms, conditions and procedure for transfer of shares; (b) the manner of ascertaining the patronage and voting right based on patronage; (c) subject to the provisions contained in sub-section (1) of section 378N, the manner of constitution of the Board, its powers and duties, the minimum and maximum number of directors, manner of election 206 and appointment of directors and retirement by rotation, qualifications for being elected or continuance as such and the terms of office of the said directors, their powers and duties, conditions for election or co-option of directors, method of removal of directors and the filling up of vacancies on the Board, and the manner and the terms of appointment of the Chief Executive; (d) the election of the Chairman, term of office of directors and the Chairman, manner of voting at the general or special meetings of Members, procedure for voting, by directors at meetings of the Board, powers of the Chairman and the circumstances under which the Chairman may exercise a casting vote; (e) the circumstances under which, and the manner in which, the withheld price is to be determined and distributed; (f) the manner of disbursement of patronage bonus in cash or by issue of equity shares, or both; (g) the contribution to be shared and related matters referred to in sub-section (2) of section 378ZI; (h) the matters relating to issue of bonus shares out of general reserves as set out in section 378ZJ; (i) the basis and manner of allotment of equity shares of the Producer Company in lieu of the whole or part of the sale proceeds of produce or products supplied by the Members; (j) the amount of reserves, sources from which funds may be raised, limitation on raising of funds, restriction on the use of such funds and the extent of debt that may be contracted and the conditions thereof; (k) the credit, loans or advances which may be granted to a Member and the conditions for the grant of the same; (l) the right of any Member to obtain information relating to general business of the company; (m) the basis and manner of distribution and disposal of funds available after meeting liabilities in the event of dissolution or liquidation of the Producer Company; (n) the authorisation for division, amalgamation, merger, creation of subsidiaries and the entering into joint ventures and other matters connected therewith; (o) laying of the memorandum and articles of the Producer Company before a special general meeting to be held within ninety days of its registration; (p) any other provision, which the Members may, by special resolution recommend to be included in the articles. 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. (2) A Producer Company may, by special resolution, not inconsistent with section 378B, alter its objects specified in its memorandum. (3) A copy of the amended memorandum, together with a copy of the special resolution duly certified by two directors, shall be filed with the Registrar wit hin thirty days from the date of adoption of any resolution referred to in sub-section (2): Provided that in the case of transfer of the registered office of a Producer Company from the jurisdiction of one Registrar to another, certified copies of the special resolution certified by two directors shall be filed with both the Registrars within thirty days, and each Registrar shall record the same, and thereupon the Registrar from whose jurisdiction the office is transferred, shall forthwith forward to the other Registrar all documents relating to the Producer Company. (4) The alteration of the provisions of memorandum relating to the change of the place of its registered office from one State to another shall not take effect unless it is approved by the Central Government on an application in such form and manner as may be prescribed. 207 378-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. (2) A copy of the amended articles together with the copy of the special resolution, both duly certified by two directors, shall be filed with the Registrar within fifteen days from the date of its adoption. 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. (2) Every application under sub-section (1) shall be accompanied by— (a) a copy of the special resolution, of not less than two -thirds of total members of inter-State co- operative society, for its incorporation as a Producer Company under this Act; (b) a statement showing— (i) names and addresses or the occupation of the directors and the Chief Executive, if any, by whatever name called, of such co-operative; and (ii) list of members of such inter-State co-operative society; (c) a statement indicating that the inter-State co-operative society is engaged in any one or more of the objects specified in section 378B; (d) a declaration by two or more directo rs of the inter -State co-operative society certifying that
SECTION Section 1301

Untitled Section

particulars given in clauses (a) to (c) are correct. (3) When an inter-State co-operative society is registered as a Producer Company, the words “Producer Company Limited” shall form part of its name with any word or expression to show its identity preceding it. (4) On compliance with the requirements of sub-sections (1) to (3), the Registrar shall, within a period of thirty days of the receipt of application, certify under his hand that the inter-State co-operative society applying for registration is registered and thereby incorporated as a Producer Company under this Chapter. (5) A co -operative society formed by producers, by federation or union of co-operative societies of producers or co -operatives of producers, registered under any law for the time being in force which has extended its objects outside the State, either directly or through a union or federation of co -operatives of which it is a constituent, as the case may be, and any federation or unions of such co-operatives, which has so extended any of its objects or activities outside the State, shall be eligible to make an application under sub-section (1) and to obtain registration as a Producer Company under this Chapter. (6) The inter-State co-operative society shall, upon registration under sub-section (1), stand transformed into a Producer Company, and thereafter shall be governed by the provisions of this Chapter to the exclusion of the law by which it was earlier governed, save in so f ar as anything done or omitted to be done before its registration as a Producer Company, and notwithstanding anything contained in any other law for the time being in force, no person shall have any claim against the co-operative institution or the company by reason of such conversion or transformation. (7) Upon registration as a Producer Company, the Registrar of Companies who registers the company shall forthwith intimate the Registrar with whom the erstwhile inter-State co-operative society was earlier registered for deletion of the society from its register. 378K. Effect of incorporation of Producer Company .—Every shareholder of the inter -State co - operative society immediately before the date of registration of Producer Company (hereafter in this
SECTION Section 1302

Untitled Section

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. 208 378L. Vesting of undertaking in Producer Com pany.—(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. (2) All the rights, debts, liabilities, interests, privileges and ob ligations of the inter-State co-operative society as on the date of transformation shall stand transferred to, and be the rights, debts, liabilities, interests, privileges and obligations of, the Producer Company. (3) Without prejudice to the provisions contained in sub-section (2), all debts, liabilities and obligations incurred, all contracts entered into and all matters and things engaged to be done by, with or for, the society as on the date of transformation for or in connection with their purposes, sh all be deemed to have been incurred, entered into, or engaged to be done by, with or for, the Producer Company. (4) All sums of money due to the inter -State co -operative society immediately before the date of transformation, shall be deemed to be due to the Producer Company. (5) Every organisation, which was being managed immediately before the date of transformation by the inter-State co-operative society shall be managed by the Producer Company for such period, to such extent and in such manner as the circumstances may require. (6) Every organisation which was getting financial, managerial or technical assistance from the inter- State co -operative society, immediately before the date of transformation, may continue to be given financial, managerial or technical assistance, as the case may be, by the Producer Company, for such period, to such extent and in such manner as that company may deem fit. (7) The amount representing the capital of the erstwhile inter-State co-operative society shall form part of the capital of the Producer Company. (8) Any reference to the inter-State co-operative society in any law other than this Act or in any contract or other instrument, shall be deemed to be reference to the Producer Company. (9) If, on the date of transformation , there is pending any suit, arbitration, appeal or other legal proceeding of whatever nature by or against the inter -State co-operative society, the same shall not abate, be discontinued or be in any way prejudicially affected by reason of the incorporati on of the Producer Company under section 378C or transformation of the inter -State co -operative society as a Producer Company under section 378J, as the case may be, but the suit, arbitration, appeal or other proceeding, may be continued, prosecuted and enforced by or against the Producer Company in the same manner and to the same extent as it would have, or may have been continued, prosecuted and enforced by or against the inter- State co-operative society as if the provisions contained in this Chapter had not come into force. 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. (2) Every officer or other employee of the inter -State co-operative society (except a director of the Board, Chairman or Managing Director) serving in its employment immediately before the date of transformation shall, in so far as such officer or other employee is employed in connection with the inter- State co-operative society which has vested in the Producer Company by virtue of this Act, become, as from the date of transformation, an officer or, as the case may be, other employee of the Producer Company and shall hold his office or service therein by the same tenure, at the same remuneration, upon the same terms and conditions, with the same obligations and with the same rights and privileges as to leave, leave travel concession, welfare scheme, medical benefit scheme, insurance, provident fund, other funds, retirement, voluntary retirement, gratuity and other benefits as he would have held under the erstwhile inter- 209 State co-operative society if its undertaking had not vested in the Producer Company and shall continue to do so as an officer or, as the case may be, other employee of the Producer Company. (3) Where an officer or other employee of the inter -State co-operative society opts under sub-section (2) not to be in employment or service of the Producer Company, such officer or other employee shall be deemed to have resigned. (4) Notwithstanding anything contained in the Industrial Disputes Act, 1947 (14 of 1947) or in any other law for the time being in force, the transfer of the services of any officer or other employee of the inter-State co-operative society to the Producer Company shall not entitle such officer or other employee to any compensation under this Act o r under any other law for the time being in force and no such claim shall be entertained by any court, tribunal or other authority. (5) The officers and other employees who have retired before the date of transformation from the service of the inter-State co-operative society and are entitled to any benefits, rights or privileges, shall be entitled to receive the same benefits, rights or privileges from the Producer Company. (6) The trusts of the provident fund or the gratuity fund of the inter-State co-operative society and any other bodies created for the welfare of officers or employees shall continue to discharge functions in the Producer Company as was being done hitherto in the inter-State co-operative society and any tax exemption granted to the provident fund or the gratuity fund would continue to be applied to the Producer Company. (7) Notwithstanding anything contained in this Act or in any other law for the time being in force or in the regulations of the inter -State co -operative society, no director of the Board, Chairman, Managing Director or any other person entitled to manage the whole or substantial part of the business and affairs of the inter-State co-operative society shall be entitled to any compensation against the inter-State co-operative society or the Producer Company for the loss of office or for the premature termination of any contract of management entered into by him with the inter-State co-operative society.
SECTION Section 1303

Untitled Section

PART III MANAGEMENT OF PRODUCER COMPANY 378-O. Number of directors.—Every Producer Company shall have at least five and not more than fifteen directors: Provided that in the case of an inter -State co-operative society incorporated as a Producer Company, such company may have more than fifteen directors for a period of one year f rom the date of its incorporation as a Producer Company. 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. (2) The election of directors shall be conducted within a period of ninety days of the registration of the Producer Company: Provided that in the case of an inter-State co-operative society which has been registered as a Producer Company under sub -section (4) of section 378J in which at least five directors [including the directors continuing in office under sub-section (1) of section 378N] hold office as such on the date of registration of such company, the provisions of this sub-section shall have effect as if for the words "ninety days", the words "three hundred and sixty-five days" had been substituted. (3) Every person shall hold office of a director for a period not less than one year but not exceeding five years as may be specified in the articles. (4) Every director, who retires in accordance with the articles, shall be eligible for re-appointment as a director. (5) S ave as otherwise provided in sub -section ( 2), the directors of the Board shall be elected or appointed by the Members in the annual general meeting. 210 (6) The Board may co -opt one or more expert directors or an additional director not exceeding one - fifth of the total number of directors or appoint any other person as additional director for such period as the Board may deem fit: Provided that the expert directors shall not have the right to vote in the election of the Chairman but shall be eligible to be elected as Chairman, if so provided by its articles: Provided further that the maximum period, for which the expert director or the additional director holds office, shall not exceed such period as may be specified in the articles. 378Q. Vacation of office by directors.— (1) The office of the director of a Producer Company shall become vacant if,— (a) he is convicted by a court of any offence involving moral turpitude and sentenced in respect thereof to imprisonment for not less than six months; (b) the Produce r Company, in which he is a director, has made a default in repayment of any advances or loans taken from any company or institution or any other person and such default continues for ninety days; (c) he has made a default in repayment of any advances or loans taken from the Producer Company in which he is a director; (d) the Producer Company, in which he is a director— (i) has not filed the annual accounts and annual return for any continuous three financial years; or (ii) has failed to, repay its deposit or withheld price or patronage bonus or interest thereon on due date, or pay dividend and such failure continues for one year or more; (e) default is made in holding election for the office of director, in the Producer Company in which he is a director, in accordance with the provisions of this Act and articles; (f) the annual general meeting or extraordinary general meeting of the Producer Company, in which he is a director, is not called in accordance with the provisions of this Act except due to natural calamity or such other reason. (2) The provisions of sub -section ( 1) shall, as far as may be, apply to the director of a Producer Institution which is a member of a Producer Company. 378R. Powers and functions of Board .—(1) Subject to the provisions of thi s 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. (2) In particular and without prejudice to the generality of the foregoing powers, such powers may include all or any of the following matters, namely:— (a) determination of the dividend payable; (b) determination of the quantum of withheld price and recommend patronage to be approved at general meeting; (c) admission of new Members; (d) pursue and formulate the organisational policy, objectives, establish specific long-term and annual objectives, and approve corporate strategies and financial plans; (e) appointment of a Chief Executive and such other officers of the Producer Company, as may be specified in the articles; (f) exercise superintendence, direction and control over Chief Executive and other officers appointed by it; 211 (g) cause proper books of account to be maintained; prepare annual accounts to be placed before the annual general meeting with the report of the auditor and the replies on qualifications, if any, made by the auditors; (h) acquisition or disposal of property of the Producer Company in its ordinary course of business; (i) investment of the funds of the Producer Company in the ordinary course of its business; (j) sanction any loan or advance, in connection with the business activities of the Producer Company to any Member, not being a director or his relative; (k) take such other measures or do such other acts as may be required in the discharge of its functions or exercise of its powers. (3) All the powers specified in sub -sections (1) and (2) shall be exercised by the Board, by means of resolution passed at its meeting on behalf of the Producer Company. Explanation.—For the removal of doubts, it is hereby declared that a director or a group of directors, who do not constitute the Board, shall not exercise any of the powers exercisable by it. 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:— (a) approval of budget and adoption of annual accounts of the Producer Company; (b) approval of patronage bonus; (c) issue of bonus shares; (d) declaration of limited return and decision on the distribution of patronage; (e) specify the conditions and limits of loans that may be given by the Board to any director; and (f) approval of any transaction of the nature as is to be reserved in the articles for approval by the Members. 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. (2) Without prejudice to the provisions contained in sub-section (1), the Producer Company shall have the right to recover from its director— (a) where such director has made any profit as a result of the contravention specified in sub-section (1), an amount equal to the profit so made; (b) where the Producer Company incurred a loss or damage as a result of the contravention specified in sub-section (1), an amount equal to that loss or damage. (3) The liability imposed under this section shall be in addition to and not in derogation of a liability imposed on a director under this Act or any other law for the time being in force. 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: Provided that the Board shall not delegate any of its powers or assign the powers of the Chief Executive, to any committee. (2) A committee constituted under sub -section (1) may, with the approval of the Board, co-opt such number of persons as it deems fit as members of the committee: 212 Provided that the Chief Executive appointed under section 378W or a director of the Producer Company shall be a member of such committee. (3) Every such committee shall function under the general superintendence, direction and control of the Board, for such duration, and in such manner as the Board may direct. (4) The fee and allowances to be paid to the members of the committee shall be such as may be determined by the Board. (5) The minutes of each meeting of the committee shall be placed before the Board at its next meeting. 378V.Meetings of Board and quorum.—(1) A meeting of the Board shall be held not less than once in every three months and at least four such meetings shall be held in every year. (2) Notice of every meeting of the Board of Directors shall be given in writing to every director for the time being in India, and at his usual address in India to every other director. (3) The Chief Executive shall give notice as aforesaid not less than seven days prior to the date of the meeting of the Board and if he fails to do so, he shall be liable to a penalty of five thousand rupees: Provided that a meeting of the Board may be called at shorter notice and the reasons thereof shall be recorded in writing by the Board. (4) The quorum for a meeting of the Board shall be one-third of the total strength of directors, subject to a minimum of three. (5) Save as provided in the articles, directors including the co -opted director, may be paid such fees and allowances for attendance at the mee tings of the Board, as may be decided by the Members in the general meeting. 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 per sons other than Members. (2) The Chief Executive shall be ex officio director of the Board and such director shall not retire by rotation. (3) Save as otherwise provided in articles, the qualifications, experience and the terms and conditions of service of the Chief Executive shall be such as may be determined by the Board. (4) The Chief Executive shall be entrusted with substantial powers of management as the Board may determine. (5) Without prejudice to the generality of sub-section (4), the Chief Executive may exercise the powers and discharge the functions, namely:— (a) do administrative acts of a routine nature including managing the day-to-day affairs of the Producer Company; (b) operate bank accounts or authorise any person, subject to the general or special approval of the Board in this behalf, to operate the bank account; (c) make arrangements for safe custody of cash and other assets of the Producer Company; (d) sign such documents as may be authorised by the Board, for and on behalf of the company; (e) maintain proper books of account; prepare annual accounts and audit thereof; place the audited accounts before the Board and in the annual general meeting of the Members; (f) furnish Members with periodic information to apprise them of the operation and functions of the Producer Company; (g) make appointments to posts in accordance with the powers delegated to him by the Board; (h) assist the Board in the formulation of goals, objectives, strategies, plans and policies; 213 (i) advise the Board with respec t to legal and regulatory matters concerning the proposed and ongoing activities and take necessary action in respect thereof; (j) exercise the powers as may be necessary in the ordinary course of business; (k) discharge such other functions, and exercise such other powers, as may be delegated by the Board. (6) The Chief Executive shall manage the affairs of the Producer Company under the general superintendence, direction and control of the Board and be accountable for the performance of the Producer Company. 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. (2) No individual shall be appointed as whole -time secretary unless he possesses membership of the Institute of Company Secretaries of India constituted under the Company Secretaries Act, 1980 (56 of 1980). (3) If a Producer Company fails to comply with the p rovisions of sub-section (1), the Company and every officer of the Company who is in default, shall be liable to a penalty of one hundred rupees for every day during which the default continues subject to a maximum of rupees one lakh: Provided that in any proceedings against a person in respect of a default under this sub-section, no penalty shall be imposed if it is shown that all reasonable efforts to comply with the provisions of sub-section (1) were taken or that the financial position of the Company w as such that it was beyond its capacity to engage 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.
SECTION Section 1304

Untitled Section

PART IV GENERAL MEETINGS 37ZA. Annual general meetings.—(1) Every Producer 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 Producer Company and that of the next: Provided that the Registrar may, for any special reason, permit extension of the time for holding any annual general meeting (not being the first annual general meeting) by a period not exceeding three months. (2) A Producer Company shall hold its first annual general meeting within a period of ninety days from the date of its incorporation. (3) The Members shall adopt the articles of th e Producer Company and appoint directors of its Board in the annual general meeting. (4) The notice calling the annual general meeting shall be accompanied by the following documents, namely:— (a) the agenda of the annual general meeting; (b) the minutes of the previous annual general meeting or the extraordinary general meeting; (c) the names of candidates for election, if any, to the office of director including a statement of qualifications in respect of each candidate; (d) the audited balance -sheet and profit and loss accounts of the Producer Company and its subsidiary, if any, together with a report of the Board of Directors of such Company with respect to— 214 (i) the state of affairs of the Producer Company; (ii) the amount proposed to be carried to reserve; (iii) the amount to be paid as limited return on share capital; (iv) the amount proposed to be disbursed as patronage bonus; (v) the material changes and commitments, if any, affecting the financial position of the Producer Company and its subsidiary, which have occurred in between the date of the annual accounts of the Producer Company to which the balance-sheet relates and the date of the report of the Board; (vi) any other matter of importance relating to energy conservation, environmental protection, expenditure or earnings in foreign exchanges; (vii) any other matter which is required to be, or may be, specified by the Board; (e) the text of the draft resolution for appointment of auditors; (f) the text of any draft resolution proposing amendment to the memorandum or articles to be considered at the general meeting, alongwith the recommendations of the Board. (5) The Board of Directors shall, on the requisition made in writing, duly signed and setting out the matters for the consideration, made by on e-third of the Members entitled to vote in any general meeting, proceed to call an extraordinary general meeting in accordance with the relevant provisions contained in
SECTION Section 1305

Untitled Section

Chapter VII. (6) Every annual general meeting shall be called, for a time during business hours, on a day that is not a public holiday and shall be held at the registered office of the Producer Company or at some other place within the city, town or village in which the registered office of the Company is situate. (7) A general meeting of th e Producer Company shall be called by giving not less than fourteen days prior notice in writing. (8) The notice of the general meeting indicating the date, time and place of the meeting shall be sent to every Member and auditor of the Producer Company. (9) Unless the articles of the Producer Company provide for a larger number, one-fourth of the total number of members of the Producer Company shall be the quorum for its annual general meeting. (10) The proceedings of every annual general meeting alongwith the report of the Board of Directors, the audited balance-sheet and the profit and loss account shall be filed with the Registrar within sixty days of the date on which the annual general meeting is held, with an annual return alongwith the filing fees as applicable under the Act. (11) In the case where a Producer Company is formed by Producer Institutions, such Institutions shall be represented in the general body through the Chairman or the Chief Executive thereof who shall be competent to act on its behalf: Provided that a Producer Institution shall not be represented if such Institution is in default or failure referred to in clauses (d) to (f) of sub-section (1) of section 378Q.
SECTION Section 1306

Untitled Section

PART V SHARE CAPITAL AND MEMBERS RIGHTS 378ZB. Share capital.—(1) The share capital of a Producer Company shall consist of equity shares only. (2) The shares held by a Member in a Producer Company, shall as far as may be, be in proportion to the patronage of that company. 378ZC. Special user rights.— (1) The producers, who are active Members may, if so provided in the
SECTION Section 1307

Untitled Section

articles, have special rights and the Producer Company may issue appropriate instruments to them in respect of such special rights. 215 (2) The instruments of the Producer Company issued under sub -section ( 1) shall, afte r obtaining approval of the Board in that behalf, be transferable to any other active Member of that Producer Company. Explanation.—For the purposes of this section, the expression “special right” means any right relating to supply of additional produce by the active Member or any other right relating to his produce which may be conferred upon him by the Board. 378ZD.Transferability of shares and attendant rights .—(1) Save as otherwise provided in sub-sections (2) to (4), the shares of a Member of a Producer Company shall not be transferable. (2) A Member of a Producer Company may, after obtaining the previous approval of the Board, transfer the whole or part of his shares alongwith any special rights, to an active Member at par value. (3) Every Member sha ll, within three months of his becoming a Member in the Producer Company, nominate, in the manner specified in articles, a person to whom his shares in the Producer Company shall vest in the event of his death. (4) The nominee shall, on the death of the Member, become entitled to all the rights in the shares of the Producer Company and the Board of that Company shall transfer the shares of the deceased Member to his nominee: Provided that in a case where such nominee is not a producer, the Board shall direct the surrender of shares together with special rights, if any, to the Producer Company at par value or such other value as may be determined by the Board. (5) Where the Board of a Producer Company is satisfied that— (a) any Member has ceased to be a primary producer; or (b) any Member has failed to retain his qualifications to be a Member as specified in articles, the Board shall direct the surrender of shares together with special rights, if any, to the Producer Company at par value or such other value as may be determined by the Board: Provided that the Board shall not direct such surrender of shares unless the Member has been served with a written notice and given an opportunity of being heard.
SECTION Section 1308

Untitled Section

PART VI FINANCE, ACCOUNTS AND AUDIT 378ZE. Books of account.— (1) Every Producer Company shall keep at its registered office proper books of account with respect to— (a) all sums of money received and expended by the Producer Company and the matters in respect of which the receipts and expenditure take place; (b) all sales and purchase of goods by the Producer Company; (c) the instruments of liability executed by or on behalf of the Producer Company; (d) the assets and liabilities of the Producer Company; (e) in case of a Producer Company engaged in production, processing and manufacturing, the
SECTION Section 1309

Untitled Section

particulars relating to utilisation of materials or labour or other items of costs. (2) The balance-sheet and profit and loss accounts of the Producer Company shall be prepared, as far as may be, in accordance with the provisions contained in section 129. 216 378ZF.Internal audit.— Every Producer Company shall have internal audit of its accounts carried out, at such interval and in such manner as may be specified in articles, by a chartered accountant as defined in clause (b) of sub-section (1) of section 2 of the Chartered Accountants Act, 1949 (38 of 1949). 378ZG. Duties of auditor under this Chapter .—Without prejudice to the provisions contained in
SECTION Section 1311

Untitled Section

PART VII LOANS TO MEMBERS AND INVESTMENTS 378ZK. Loan, etc., to Members.— The Board may, subject to the provisions made in articles, provide financial assistance to the Members of the Producer Company by way of— (a) credit facility, to any Member, in connection with the business of the Producer Company, for a period not exceeding six months; (b) loans and advances, aga inst security specified in articles to any Member, repayable within a period exceeding three months but not exceeding seven years from the date of disbursement of such loan or advances: 217 Provided that any loan or advance to any director or his relative shall be granted only after the approval by the Members in general meeting. 378ZL. Investment in other companies, formation of subsidiaries etc .— (1) The general reserves of any Producer Company shall be invested to secure the highest returns available from approved securities, fixed deposits, units, bonds issued by the Government or co -operative or scheduled bank or in such other mode as may be prescribed. (2) Any Producer Company may, for promotion of its objectives acquire the shares of another Producer Company. (3) Any Producer Company may subscribe to the share capital of, or enter into any agreement or other arrangement, whether by way of formation of its subsidiary company, joint venture or in any other manner with any body corporate, for the purpose of promoting the objects of the Producer Company by special resolution in this behalf. (4) Any Producer Company, either by itself or together with its subsidiaries, may invest, by way of subscription, purchase or otherwise, shares in any other company, other t han a Producer Company, specified under sub -section ( 2), or subscription of capital under sub -section ( 3), for an amount not exceeding thirty per cent. of the aggregate of its paid-up capital and free reserves: Provided that a Producer Company may, by spec ial resolution passed in its general meeting and with prior approval of the Central Government, invest in excess of the limits specified in this section. (5) All investments by a Producer Company may be made if such investments are consistent with the objects of the Producer Company. (6) The Board of a Producer Company may, with the previous approval of Members by a special resolution, dispose of any of its investments referred to in sub-sections (3) and (4). (7) Every Producer Company shall maintain a regi ster containing particulars of all the investments, showing the names of the companies in which shares have been acquired, number and value of shares; the date of acquisition; and the manner and price at which any of the shares have been subsequently disposed of. (8) The register referred to in sub -section (7) shall be kept at the registered office of the Producer Company and the same shall be open to inspection by any Member who may take extracts therefrom.
SECTION Section 1312

Untitled Section

PART VIII PENALTIES 378ZM. Penalty for contravent ion.—(1) If any person, other than a Producer Company registered under this Chapter, carries on business under any name which contains the words "Producer Company Limited", he shall be punishable with fine which may extend to ten thousand rupees for every day during which such name has been used by him. (2) If a director or an officer of a Producer Company, who wilfully fails to furnish any information relating to the affairs of the Producer Company required by a Member or a person duly authorised in this behalf, he shall be liable to imprisonment for a term which may extend to six months and with fine equivalent to five per cent. of the turnover of that Company during the preceding financial year. (3) If a director or officer of a Producer Company— (a) fails to hand over the custody of books of account and other documents or property in his custody to the Producer Company of which he is a director or officer; or (b) fails to convene annual general meeting or other general meetings, he shall be punishable with fine which may extend to one lakh rupees, and in the case of a continuing default or failure, with an additional fine which may extend to ten thousand rupees for every day during which such default or failure continues. 218
SECTION Section 1313

Untitled Section

PART IX AMALGAMATION, MERGER OR DIVISION 378ZN. Amalgamation merger or division, etc. to form new Producer Companies .—(1) A Producer Company may, by a resolution passed at its general meeting,— (a) decide to transfer its assets and liabilities, in whole or in part, to any other Producer Company, which agrees to such transfer by a resolution passed at its general meeting, for any of the objects specified in section 378B; (b) divide itself into two or more new Producer Companies. (2) Any two or more Producer Companies may, by a resolution passed at any general or special meetings of its Members, decide to— (a) amalgamate and form a new Producer Company; or (b) merge one Producer Company (hereafter in this Chapter referred to as "merging company") with another Producer Company (hereafter in this Chapter referred to as "merged company"). (3) Every resolution of a Producer Company under this section shall be passed at its general meeting by a majority of total Members, with right of vote not less than two-thirds of its Members present and voting and such resolution shall contain all particulars of the transfer of assets and liabilities, or division, amalgamation, or merger, as the case may be. (4) Before passing a resolution under this section, the Producer Company shall give notice thereof in writing together with a copy of the proposed resolution to all the Members and creditors who may give their consent. (5) Notwithstanding anything contained in articles or in any contract to the contrary, any Member, or any creditor not consenting to the resolution shall, during the period of one month of the date of service of the notice on him, have the option,— (a) in the case of any such Member, to transfer his shares with the approval of the Board to any active Member thereby ceasing to continue as a Member of that Company; or (b) in the case of a creditor, to withdraw his deposit or loan or advance, as the case may be. (6) Any Member or creditor, who does not exercise his option within the period specified in sub-section (5), shall be deemed to have consented to the resolution. (7) A resolution passed by a Producer Company under this section shall not take effect until the expiry of one month or until the assent thereto of all the Members and creditors has been obtained, whichever is earlier. (8) The resolution referred to in this section shall provide for— (a) the regulation of conduct of the affairs of the Producer Company in future; (b) the purchase of shares or interest of any Members of the Producer Company by other Members or by the Producer Company; (c) the consequent reduction of its share capital, in case of purchase of shares of one Producer Company by another Producer Company; (d) termination, setting aside or modification of any agreement, howsoever arrived between the company on the one hand and the directors, secretaries and manager on the other hand, apart from such terms and conditions as may, in the opinion of the majority of shareholders, be just and equitable in the circumstances of the case; 219 (e) termination, setting aside or modification of any agreement between the Producer Company and any person not referred to in clause (d): Provided that no such agreement shall be terminated, set aside or modified except after giving due notice to the party concerned: Provided further that no such agre ement shall be modified except after obtaining the consent of the
SECTION Section 1314

Untitled Section

party concerned; (f) the setting aside of any transfer, delivery of goods, payment, execution or other act relating to property, made or done by or against the Producer Company within three months before the date of passing of the resolution, which would if made or done against any individual, be deemed in his insolvency to be a fraudulent preference; (g) the transfer to the merged company of the whole or any part of the undertaking, property or liability of the Producer Company; (h) the allotment or appropriation by the merged company of any shares, debentures, policies, or other like interests in the merged company; (i) the continuation by or against the merged company of any legal proceedings pending by or against any Producer Company; (j) the dissolution, without winding up, of any Producer Company; (k) the provision to be made for the Members or creditors who make dissent; (l) the taxes, if any, to be paid by the Producer Company; (m) such incidental, consequential and supplemental matters as are necessary to secure that the division, amalgamation or merger shall be fully and effectively carried out. (9) When a resolution passed by a Producer Company under this section takes effect, the res olution shall be a sufficient conveyance to vest the assets and liabilities in the transferee. (10) The Producer Company shall make arrangements for meeting in full or otherwise satisfying all claims of the Members and the creditors who exercise the option, within the period specified in sub-section (4), not to continue as the Member or creditor, as the case may be. (11) Where the whole of the assets and liabilities of a Producer Company are transferred to another Producer Company in accordance with the pro visions of sub-section (9), or where there is merger under sub-section (2), the registration of the first mentioned Company or the merging company, as the case may be, shall stand cancelled and that Company shall be deemed to have been dissolved and shall cease to exist forthwith as a corporate body. (12) Where two or more Producer Companies are amalgamated into a new Producer Company in accordance with the provisions of sub-section (2) and the Producer Company so formed is duly registered by the Registrar, the registration of each of the amalgamating companies shall stand cancelled forthwith on such registration and each of the Companies shall thereupon cease to exist as a corporate body. (13) Where a Producer Company divides itself into two or more Produce r Companies in accordance with the provisions of clause ( b) of sub -section ( 1) and the new Producer Companies are registered in accordance with the provisions of this Chapter, the registration of the erstwhile Producer Company shall stand cancelled forthwith and that Company shall be deemed to have been dissolved and cease to exist as a corporate body. (14) The amalgamation, merger or division of companies under the foregoing sub-sections shall not in any manner whatsoever affect the pre -existing rights or obligations and any legal proceedings that might 220 have been continued or commenced by or against any erstwhile company before the amalgamation, merger or division, may be continued or commenced by, or against, the concerned resulting company, or merged company, as the case may be. (15) The Registrar shall strike off the names of every Producer Company deemed to have been dissolved under sub-sections (11) to (14). (16) Any member or creditor or employee aggrieved by the transfer of assets, division, amalgamation or merger may, within thirty days of the passing of the resolution, prefer an appeal to the Tribunal. (17) The Tribunal shall, after giving a reasonable opportunity to the person concerned, pass such orders thereon as it may deem fit. (18) Where an app eal has been filed under sub -section ( 16), the transfer of assets, division, amalgamation or merger of the Producer Company shall be subject to the decision of the Tribunal.
SECTION Section 1315

Untitled Section

PART X RESOLUTION OF DISPUTES 378Z-O. Disputes.—(1) Where any dispute relating to the formation, management or business of a Producer Company arises— (a) amongst Members, former Members or persons claiming to be Members or nominees of deceased Members; or (b) between a Member, former Member or a person claiming to be a Member, or nominee of deceased Member and the Producer Company, its Board of Directors, office-bearers, or liquidator, past or present; or (c) between the Producer Company or its Board, and any director, office-bearer or any former director, or the nominee, heir or legal representative of any deceased director of the Producer Company, such dispute shall be settled by conciliation or by arbitration as provided under the Arbitration and Conciliation Act, 1996 (26 of 1996) as if the parties to the dispute have consented in wri ting for determination of such disputes by conciliation or by arbitration and the provisions of the said Act shall apply accordingly. Explanation.—For the purposes of this section, a dispute shall include— (a) a claim for any debt or other amount due; (b) a claim by surety against the principal debtor, where the Producer Company has recovered from the surety amount in respect of any debtor or other amount due to it from the principal debtor as a result of the default of the principal debtor whether such debt or amount due be admitted or not; (c) a claim by Producer Company against a Member for failure to supply produce as required of him; (d) a claim by a Member against the Producer Company for not taking goods supplied by him. (2) If any question arises whe ther the dispute relates to formation, management or business of the Producer Company, the question shall be referred to the arbitrator, whose decision thereon shall be final. 221
SECTION Section 1316

Untitled Section

PART XI MISCELLANEOUS PROVISIONS 378ZP. Strike off name of Producer Company.— (1) Where a Producer Company fails to commence business within one year of its registration or ceases to transact business with the Members or if the Registrar is satisfied, after making such inquiry as he thinks fit, that the Producer Company is no longer carrying on any of its objects specified in section 378B, he shall make an order striking off the name of the Producer Company, which shall thereupon cease to exist forthwith: Provided that no such order cancelling the registration as aforesaid shall be passed until a notice to show cause has been given by the Registrar to the Producer Company with a copy to all its directors on the proposed action and reasonable opportunity to represent its case has been given. (2) Where the Registrar has reasonable cause to believe that a Producer Company is not maintaining any of the mutual assistance principles specified, he shall strike its name off the register in accordance with the provisions contained in section 248. (3) Any Member of a Producer Company, who is agg rieved by an order made under sub-section (1), may appeal to the Tribunal within sixty days of the order. (4) Where an appeal is filed under sub-section (3), the order of striking off the name shall not take effect until the appeal is disposed of. 378ZQ. Provisions of this C hapter to override other laws .— The provisions of this Chapter shall have effect notwithstanding anything inconsistent therewith contained in this Act or any other law for the time being in force or any instrument having effect by virtue of any such law; but the provisions of any such Act or law or instrument in so far as the same are not varied by, or are inconsistent with, the provisions of this Chapter shall apply to the Producer Company. 378ZR. Application of provisions relating to pr ivate companies.— All the limitations, restrictions and provisions of this Act, other than those specified in this Chapter, applicable to a private company, shall, as far as may be, apply to a Producer Company, as if it is a private limited company under this Act in so far as they are not in conflict with the provisions of this Chapter.
SECTION Section 1317

Untitled Section

PART XII RE-CONVERSION OF PRODUCER COMPANY TO INTER-STATE CO-OPERATIVE SOCIETY 378ZS. Re -conversion of Producer Company to inter -State co -operative society .—(1) Any Producer Company, being an erstwhile inter -State co-operative society, formed and registered under this
SECTION Section 1318

Untitled Section

Chapter, may make an application— (a) after passing a resolution in the general meeting by not less than twothirds of its Members present and voting; or (b) on request by its creditors representing three-fourths value of its total creditors, to the Tribunal for its re-conversion to the inter-State co-operative society. (2) The Tribunal shall, on the application made under sub -section (1), direct holding meeting o f its Members or such creditors, as the case may be, to be conducted in such manner as it may direct. (3) If a majority in number representing three-fourths in value of the creditors, or Members, as the case may be, present and voting in person at the meeting conducted in pursuance of the directions of the Tribunal under sub-section (2), agree for re-conversion, if sanctioned by the Tribunal, be binding on all the Members and all the creditors, as the case may be, and also on the company which is being converted: Provided that no order sanctioning re-conversion shall be made by the Tribunal unless the Tribunal is satisfied that the company or any other person by whom an application has been made under sub -section (1) has disclosed to the Tribunal, by affidavit or otherwise, all material facts relating to the company, such as the latest financial position of the company, the latest report of the auditor on the accounts of the company, the pendency of any investigation proceedings in relation to the company under Chapter XIV, and the like. 222 (4) An order made by the Tribunal under sub -section (3) shall have no effect until a certified copy of the order has been filed with the Registrar. (5) A copy of every such order shall be annexed to every copy of the memorandum of the company issued after the certified copy of the order has been filed as aforesaid, or in the case of a company not having a memorandum, to every copy so issued of the instrument constituting or defining the constitution of the company. (6) If default is made in complying with sub-section (4), the company, and every officer of the company who is in default, shall be punishable with fine which may extend to one hundred rupees, for each copy in respect of which default is made. (7) The Tribunal may, at any time after an application has been made to it under this section, stay the commencement or continuation of any suit or proceeding against the company on such terms as the Tribunal thinks fit, until the application is finally disposed of. (8) Every Producer Company, which has been sanctioned re-conversion by the Tribunal, shall make an application under the Multi-State Co-operative Societies Act, 2002 (39 of 2002) or any other law for the time being in force for its registration as multi -State co-operative society or co -operative society, as the case may be, within six months of sanction by the Tribunal and file a report thereof to the Tribunal and the Registrar of Companies and to the Registrar of the Co-operative Societies under which it has been registered as a multi-State co-operative society or co-operative society, as the case may be. 378ZT. Power to modify Act in its application to Producer Companies .—(1) The Central Government may, by notification, direct that any of the provisions of this Act (other than those contained in this Chapter) specified in the said notification— (a) shall not apply to the Producer Companies or any class or category thereof; or (b) shall apply to the Producer Companies or any class or category thereof with such exception or adaptation as may be specified in the notification. (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 which may be comprised in one session or in two or more successive sessions, and if, before the expiry of the session immediately following the session or the successive sessions aforesaid, both Houses agree in disapproving the issue of the 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. 378ZU. Power to make rules.—The Central Government may make rules for carrying out the purposes of this Chapter.]
SECTION Section 1319

Untitled Section

CHAPTER XXII COMPANIES INCORPORATED OUTSIDE INDIA
SECTION Section 1321

Untitled Section

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.
SECTION Section 133

Untitled Section

CHAPTER VIII DECLARATION AND PAYMENT OF DIVIDEND
SECTION Section 1344

Untitled Section

CHAPTER XXIII GOVERNMENT COMPANIES
SECTION Section 1347

Untitled Section

CHAPTER XXIV REGISTRATION OFFICES AND FEES
SECTION Section 1351

Untitled Section

particulars of charges, or any other particulars or document as may be required to be filed or delivered under this Act or the rules made thereunder, shall be filed in the electronic form and authenticated in such manner as may be prescribed; (b) such document, notice, any communication or intimation, as may be required to be served or delivered under this Act, in the electronic form and authenticated in such manner as may be prescribed; (c) such applications, balance sheet, prospectus, return, register, memorandum, articles, particulars of charges, or any other particulars or document and return filed under this Act or rules made thereunder shall be maintained by the Registrar in the electronic form and registered or authenticated, as the case may be, in such manner as may be prescribed; (d) such inspection of the memorandum, articles, register, index, balance sheet, return or any other
SECTION Section 1352

Untitled Section

particulars or document maintained in the electronic form, as is otherwise available for inspection under this Act or the rules made thereunder, may be made by any person through the electronic form in such manner as may be prescribed; (e) such fees, charges or other sums payable under this Act or the rules made thereunder shall be paid through the electronic form and in such manner as may be prescribed; and (f) the Registrar shall register change of registered office, alteration of memora ndum or articles, 1*** issue certificate of incorporation, register such document, issue such certificate, record the notice, receive such communication as may be required to be registered or issued or recorded or received, as the case may be, under this Act or the rules made thereunder or perform duties or discharge functions or exercise powers under this Act or the rules made thereunder or do any act which is by this Act
SECTION Section 1360

Untitled Section

CHAPTER XXV COMPANIES TO FURNISH INFORMATION OR STATISTICS
SECTION Section 1366

Untitled Section

CHAPTER XXVI NIDHIS 2[406. Provision relating to Nidhis and its application, etc.—(1) In this section, “Nidhi” or “Mutual Benefit Society” means 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. (2) The Central Government may, by notification in the Official Gazette, direct that any of the provisions of this Act specified in the notification— (a) shall not apply to any Nidhi or Mutual Benefit Society; or (b) shall apply to any Nidhi or Mutual Benefit Society with such exceptions, modifications and adaptations as may be specified in the notification. (3) A copy of every notification proposed to be issued under sub-section (2), 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. (4) In reckoning any such period of thirty days as is referred to in sub-section (3), no account shall be taken of any period during which the House referred to in sub -section (3) is prorogued or adjourned for more than four consecutive days. (5) The copies of every notification issued under this section shall, as soon as may be after it has been issued, be laid before each House of Parliament.]
SECTION Section 1369

Untitled Section

CHAPTER XXVII NATIONAL COMPANY LAW TRIBUNAL AND APPELLATE TRIBUNAL
SECTION Section 1389

Untitled Section

Chapter VI of the Finance Act, 2017, shall continue to be governed by the provision s of this Act and the rules made thereunder as if the provisions of section 184 of the Finance Act, 2017 had not come into force.]
SECTION Section 139

Untitled Section

CHAPTER IX ACCOUNTS OF COMPANIES
SECTION Section 1397

Untitled Section

parties to the appeal a reasonable opportunity of being heard, pass such orders thereon as it thinks fit, confirming, modifying or setting aside the order appealed against. (5) The Appellate Tribunal shall send a copy of every order made by it to the Tribunal and the parties to appeal.
SECTION section 141

Untitled Section

section 141: Provided also that the company shall inform the auditor concerned of his or its appointment, and also file a notice of such appointment with the Registrar within fifteen days of the meeting in which the auditor is appointed. Explanation.—For the purposes of this Chapter, “appointment” includes re-appointment. (2) No listed company or a company belonging to such class or classes of companies as may be prescribed, shall appoint or re-appoint— (a) an individual as auditor for more than one term of five consecutive years; and (b) an audit firm as auditor for more than two terms of five consecutive years: Provided that— (i) an individual auditor who has completed his term under clause ( a) shall not be eligible for re-appointment as auditor in the same company for five years from the completion of his term; (ii) an audit firm which has completed its term under clause ( b), shall not be eligible for re-appointment as auditor in the same company for five years from the completion of such term: Provided further that as on the date of appointment no audit firm having a common partner or partners to the other audit firm, whose tenure has expired in a company immediately preceding the financial year, shall be appointed as auditor of the same company for a period of five years: 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, s hall 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:] Provided also that, nothing contained in this sub -section shall prejudice the right of the company to remove an auditor or the right of the auditor to resign from such office of the company. (3) Subject to the provisions of this Act, members of a company may resolve to provide that— (a) in the audit firm appointed by it, the auditing partner and his team shall be rotated at such intervals as may be resolved by members; or (b) the audit shall be conducted by more than one auditor. (4) The Central Government may, by rules, prescribe the manner in which the companies shall rotate their auditors in pursuance of sub-section (2). Explanation.—For the purposes of this Chapter, the word “firm” shall include a l imited liability
SECTION Section 1418

Untitled Section

CHAPTER XXVIII SPECIAL COURTS 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. (2) A Special Court shall consist of— (a) a single judge holding office as Session Judge or Additional Session Judge, in case of offences punishable under this Act with imprisonment of two years or more; and (b) a Metropolitan Magistrate or a Judicial Magistrate of the First Class, in the case of other offences, who shall be appointed by the Central Government with the concurrence of the Chief Justice of the High Court within whose jurisdiction the judge to be appointed is working.]
SECTION section 143

Untitled Section

section 143, the auditor shall report on the following additional matters relating to the Producer Company, namely:— (a) the amount of debts due alongwith particulars of bad debts, if any; (b) the verification of cash balance and securities; (c) the details of assets and liabilities; (d) all transactions which appear to be contrary to the provisions of this Chapter; (e) the loans given by the Producer Company to the directors; (f) the donations or subscriptions given by the Producer Company; (g) any other matter as may be considered necessary by the auditor. 378ZH. Donation or subscription by Producer Company.—A Producer Company may, by special resolution, make donation or subscription to any institution or individual for the purposes of— (a) promoting the social and economic welfare of Producer Members or producers or general public; or (b) promoting the mutual assistance principles: Provided that the aggregate amount of all such donations and subscriptions in any financial year shall not exceed three per cent. of the net profit of the Producer Company in the financial year immediately preceding the financial year in which the donation or subscription was made: Provided further that no Producer Company shall make directly or indirectly to any political party or for any political purpose to any person any contribution or subscription or make available any facilities including personnel or material. 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. (2) In a case where the Producer Company does not have sufficient funds in any financial year for transfer to maintain the reserves as may be specified in articles, the contribution to the reserve shall be shared amongst the Members in proportion to their patronage in the business of that Company in that year. 378ZJ. Issue of bonus Shares .— Any Producer Company may, upon recommendation of the Board and passing of resolution in the general meeting, issue bonus shares by capitalisation of amounts from general reserves referred to in section 378Z-I in proportion to the shares held by the Members on the date of the issue of such shares.
SECTION Section 1442

Untitled Section

CHAPTER XXIX MISCELLANEOUS
SECTION Section 1476

Untitled Section

partnerships is issued, continue to apply as if the Companies Act, 1956 has not been repealed. (2) Notwithstanding the repeal under sub-section (1) of the repealed enactments,— (a) anything done or any action taken or purported to have been done or taken, including any rule, notification, inspection, order or notice made or issued or any appointment or declaration made or any operation undertaken or any direction given or any proceeding taken or any penalty, punishment, forfeiture or fine imposed under the repealed enactments shall, insofar as it is not inconsistent with the provisions of this Act, be deemed to have been done or taken under the corresponding provisions of this Act; (b) subject to the provisions of clause ( a), any order, rule, notificati on, regulation, appointment, conveyance, mortgage, deed, document or agreement made, fee directed, resolution passed, direction given, proceeding taken, instrument executed or issued, or thing done under or in pursuance of any repealed enactment shall, if in force at the commencement of this Act, continue to be in force, and shall have effect as if made, directed, passed, given, taken, executed, issued or done under or in pursuance of this Act; (c) any principle or rule of law, or established jurisdiction, form or course of pleading, practice or procedure or existing usage, custom, privilege, restriction or exemption shall not be affected, notwithstanding that the same respectively may have been in any manner affirmed or recognised or derived by, in, or from, the repealed enactments; (d) any person appointed to any office under or by virtue of any repealed enactment shall be deemed to have been appointed to that office under or by virtue of this Act; (e) any jurisdiction, custom, liability, right, title, privilege, restriction, exemption, usage, practice, procedure or other matter or thing not in existence or in force shall not be revised or restored; (f) the offices existing on the commencement of this Act for the registration of companies shall continue as if they have been established under the provisions of this Act;
SECTION Section 1487

Untitled Section

ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY SHARES Interpretation I. (1) In these regulations— (a) “the Act” means the Companies Act, 2013, (b) “the seal” means the common seal of the company. (2) Unless the context otherwise requires, words or expressions contained in these regulations shall bear the same meaning as in the Act or any statutory modification thereof in force at the date at which these regulations become binding on the company. Share capital and variation of rights II. 1. Subject to the provisions of the Act and these Articles, the shares in the capital of the company shall be under the control of the Directors who may issue, allot or otherwise dispose of the same or any of them to such persons, in such proportion and on such terms and conditions and eith er at a premium or at par and at such time as they may from time to time think fit.
SECTION Section 1493

Untitled Section

partly in the one way and partly in the other.
SECTION Section 151

Untitled Section

CHAPTER X AUDIT AND AUDITORS
SECTION Section 1581

Untitled Section

ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE AND HAVING A SHARE CAPITAL
SECTION Section 1584

Untitled Section

ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE AND NOT HAVING SHARE CAPITAL Interpretation I. (1) In these regulations— (a) “the Act” means the Companies Act, 2013; (b) “the seal” means the common seal of the company. (2) Unless the context otherwise requires, words or expressions contained in these regulations shall have the same meaning as in the Act or any statutory modification thereof in force at the date at which these regulations become binding on the company. Members II. 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.
SECTION Section 1615

Untitled Section

ARTICLES OF ASSOCIATION OF AN UNLIMITED COMPANY AND HAVING A SHARE CAPITAL
SECTION Section 1618

Untitled Section

ARTICLES OF ASSOCIATION OF AN UNLIMITED COMPANY AND NOT HAVING SHARE CAPITAL
SECTION Section 162

Untitled Section

CHAPTER XI APPOINTMENT AND QUALIFICATIONS OF DIRECTORS
SECTION Section 1626

Untitled Section

partnership route in case of road projects. Amortisation in such cases may be done as follows:— (a) Mode of amortization Amortisation Rate = Amortisation Amount= Cost of Intangible Assets (A) x Amorisation Amount x 100 Cost of Intangible Assets (A) Actual Revenue for the year (B) Projected Revenue from Intangible Asset (till the end of the concession period) (C) (b) Meaning of particulars are as follows :— Cost of Intangible Assets (A) = Cost incurred by the company i n accordance with the accounting standards. Actual Revenue for the year (13) = Actual revenue (Toll Charges) received during the accounting year. Projected Revenue from Intangible Asset (C) Total projected revenue from the Intangible Assets as provided to the project lender at the time of financial closure/agreement. The amortisation amount or rate should ensure that the whole of the cost of the intangible asset is amortised over the concession period.
SECTION section 164

Untitled Section

section 164; (h) any qualification, reservatio n or adverse remark relating to the maintenance of accounts and other matters connected therewith;
SECTION Section 1699

Untitled Section

part shall be determined separately. (b) The requirement under sub-paragraph (a) shall be voluntary in respect of the financial year commencing on or after the 1st April, 2014 and mandatory for financial statements in respect of financial years commencing on or after the 1st April, 2015.] 2* * * * *
SECTION Section 1716

Untitled Section

PART I — BALANCE SHEET Name of the Company……………………. Balance Sheet as at ……………………… (Rupees in…………)
SECTION Section 1717

Untitled Section

Particulars Note No. Figures as at the end of current reporting period Figures as at the end of the previous reporting period 1 2 3 4 I. EQUITY AND LIABILITIES (1) Shareholders’ funds (a) Share capital (b) Reserves and surplus (c) Money received against share warrants (2) Share application money pending allotment (3) Non-current liabilities (a) Long-term borrowings (b) Deferred tax liabilities (Net) (c) Other Long-term liabilities (d) Long-term provisions (4) Current liabilities (a) Short-term borrowings 1[(b) Trade payables (A) total outstanding dues of micro enterprises and small enterprises; and (B) total outstanding dues of creditors other than micro enterprises and small enterprises.] (c) Other current liabilities (d) Short-term provisions TOTAL
SECTION Section 1732

Untitled Section

Particulars Outstanding for following periods from due date of payment# Less than 1 year 1-2 years 2-3 years More than 3 years Total (i) MSME (ii) Others (iii) Disputed dues MSME (iv) Disputed dues- others #similar information shall be given where no due date of payment is specified in that case disclosure shall be from the date of the transaction. Unbilled dues shall be disclosed separately;] G. Other current liabilities The amounts shall be classified as: 2*** (b) Current maturities of finance lease obligations; (c) Interest accrued but not due on borrowings; (d) Interest accrued and due on borrowings; (e) Income received in advance; (f) Unpaid dividends; (g) Application money received for allotment of securities and due for refund and interest accr ued thereon. Share application money includes advances towards allotment of share capital. The terms and conditions including the number of shares proposed to be issued, the amount of premium, if any, and the period before which shares shall be allotted shall be disclosed. It shall also be disclosed whether the company has sufficient authorised capital to cover the share capital amount resulting from allotment of shares out of such share application money. Further, the period for which the share application money has been pending beyond the period for allotment as mentioned in the document inviting application for shares along with the reason for such share application money being pending shall be disclosed. Share application money not exceeding the issued capital and to the extent not refundable shall be shown under the head Equity and share application money to the extent refundable, i.e., the amount in excess of subscription or in case the requirements of minimum subscription are not met, shall be separate ly shown under “Óther current liabilities”; (h) Unpaid matured deposits and interest accrued thereon; (i) Unpaid matured debentures and interest accrued thereon; (j) Other payables (specify nature). H. Short-term provisions
SECTION Section 1738

Untitled Section

partnership firms, the names of the firms (with the names of all their partners, total capital and the shares of each
SECTION Section 1739

Untitled Section

partner) shall be given. (ii) Investments carried at other than at cost should be separately stated specifying the basis for valuation thereof; (iii) The following shall also be disclosed: (a) Aggregate amount of quoted investments and market value thereof; (b) Aggregate amount of unquoted investments; (c) Aggregate provision for diminution in value of investments. L. Long-term loans and advances (i) Long-term loans and advances shall be classified as: (a) Capital Advances; 1*** (c) Loans and advances to related parties (giving details thereof); (d) Other loans and advances (specify nature). (ii) The above shall also be separately sub-classified as: (a) Secured, considered good; (b) Unsecured, considered good; (c) Doubtful. (iii) Allowance for bad and doubtful loans and advances shall be disclosed under the relevant heads separately.
SECTION Section 1741

Untitled Section

partner or a director or a member should be separately stated. 1[(iv) For trade receivables outstanding, following ageing schedule shall be given: Trade Receivables ageing schedule (Amount in Rs.)
SECTION Section 1742

Untitled Section

Particulars Outstanding for following periods from due date of payment# Less than 6 months 6 months - 1 year 1-2 years 2-3 years More than 3 years Total (i) Undisput ed Trade receivables-considered good (ii) Undisputed Trade Receivables- considered doubtful (iii) Disputed Trade Receivables considered good (iv) Disputed Trade Receivables considered doubtful #similar information shall be given where no due date of payment is specified, in that case disclosure shall be from the date of the transaction. Unbilled dues shall be disclosed separately.] N. Current Investments (i) Current investments shall be classified as: (a) Investments in Equity Instruments; (b) Investments in Preference Shares; (c) Investments in Government or trust securities; (d) Investments in debentures or bonds; (e) Investments in Mutual Funds;
SECTION Section 1744

Untitled Section

partnership firms, the names of the firms (with the names of all their partners, total capital and the shares of each
SECTION Section 1745

Untitled Section

partner) shall be given. (ii) The following shall also be disclosed: (a) The basis of valuation of individual investments; (b) Aggregate amount of quoted investments and market value thereof; (c) Aggregate amount of unquoted investments; (d) Aggregate provision made for diminution in value of investments. O. Inventories (i) Inventories shall be classified as: (a) Raw materials; (b) Work-in-progress; (c) Finished goods; (d) Stock-in-trade (in respect of goods acquired for trading); (e) Stores and spares; (f) Loose tools; (g) Others (specify nature). (ii) Goods-in-transit shall be disclosed under the relevant sub-head of inventories. (iii) Mode of valuation shall be stated. P. Trade Receivables 1[(i) For trade receivables outstanding, the following ageing schedules shall be given: Trade Receivables ageing schedule (Amount in Rs.)
SECTION Section 1746

Untitled Section

Particulars Outstanding for following periods from due date of payment# Less than 6 months 6 months - 1 year 1-2 years 2-3 years More than 3 years Total (i) Undisputed Trade receivables-considered good (ii) Undisputed Trade Receivables-considered doubtful (iii) Disputed Trade Receivables considered good (iv) Disputed Trade Receivables considered doubtful
SECTION Section 1753

Untitled Section

PART II – STATEMENT OF PROFIT AND LOSS Name of the Company……………………. Profit and loss statement for the year ended ……………………… (Rupees in…………)
SECTION Section 1754

Untitled Section

Particulars Note No. Figures as at the end of current reporting period Figures as at the end of the previous reporting period 1 2 3 4 I. Revenue from operations xxx xxx II. Other income xxx xxx III. Total 1[Income] (I + II) xxx xxx IV. Expenses: Cost of materials consumed Purchases of Stock-in-Trade
SECTION Section 1796

Untitled Section

PART I –BALANCE SHEET Name of the Company ...................... Balance Sheet as at ............................ (Rupees in ............... ) Particulars Note No. Figures as at the end of current reporting period Figures as at the end of the previous reporting period 1 2 3 4 (1) ASSETS Non-current assets (2) (a) Property, Plant and Equipment (b) Capital work-in-progress (c) Investment Property (d) Goodwill (e) Other Intangible assets (f) Intangible assets under development (g) Biological Assets other than bearer plants (h) Financial Assets (i) Investments (ii) Trade receivables (iii) Loans (iv) Others (to be specified) (i) Deferred tax assets (net) (j) Other non-current assets Current assets (a) Inventories (b) Financial Assets (i) Investments (ii) Trade receivables (iii) Cash and cash equivalents (iv) Bank balances other than (iii) above (v) Loans (vi) Others (to be specified) (c) Current Tax Assets (Net) (d) Other current assets 308 Total Assets (1) (2) 1[Trade Payables (A) total outstanding dues of micro enterprises and small enterprises; and (B) total outstanding dues of creditors other than micro enterprises and small enterprises.] (a) EQUITY and LIABILITIES Non-current liabilities (a) Financial Liabilities (i) Borrowings 2[(ia) Lease liabilities] 1[Trade Payables (A) total outstanding dues of micro enterprises and small enterprises; and (B) total outstanding dues of creditors other than micro enterprises and small enterprises.] (iii) Other financial liabilities (other than those specified in item (b), to be specified) (b) Provisions (c) Deferred tax liabilities (Net) (d) Other non-current liabilities Current liabilities (a) Financial Liabilities (i) Borrowings 2[(ia) Lease liabilities] (ii) Trade payables (iii) Other financial liabilities (other than those specified in item (c) (b) Other current liabilities (c) Provisions (d) Current Tax Liabilities (Net) Total Equity and Liabilities See accompanying notes to the financial statements 3[STATEMENT OF CHANGES IN EQUITY Name of the Company ............................... A. Equity Share Capital (1) Current reporting period Balance at the beginning of the current reporting period Changes in Equity Share Capital due to prior period errors Restated balance at the beginning of the current reporting period Changes in equity share capital during the current year Balance at the end of the current reporting period
SECTION Section 1809

Untitled Section

Particulars Outstanding for following periods from due date of payment# Less than 6 months 6 months -1 year 1-2 years 2-3 years More than 3 years Total (i) Undisputed Trade Receivables - considered good (ii) Undisputed Trade Receivables- which have significant increase in credit risk
SECTION Section 1816

Untitled Section

Particulars Outstanding for following periods from due date of payment# Less than 6 months 6 months - 1 year 1-2 years 2-3 years More than 3 years Total (i) Undisputed Trade receivables- considered good (ii) Undisputed Trade Receivables -which have significant increase in credit risk (iii) Undisputed Trade Receivables-credit impaired (iv) Disputed Trade Receivables - considered good (v) Disputed Trade Receivables - which have significant increase in credit risk (iv) Disputed Trade Receivables - credit impaired # similar information shall be given where no due date of pa yment is specified in that case disclosure shall be from the date of the transaction. Unbilled dues shall be disclosed separately.] IV. Cash and cash equivalents: Cash and cash equivalents shall be classified as- a. Balances with Banks (of the nature of cash and cash equivalents); b. Cheques, drafts on hand; c. Cash on hand; and d. Others (specify nature). V. Loans: (i) Loans shall be classified as: (a) 2*** (b) Loans to related parties (giving details thereof); and (c) Others (specify nature). 3[(ii) Trade receivables shall be sub-classified as: (a) Loans Receivables considered good – Secured; (b) Loans Receivables considered good - Unsecured; (c) Loans Receivables which have significant increase in Credit Risk; and (d) Trade Receivables - credit impaired.] (iii) Allowance for bad and doubtful loans shall be disclosed under the relevant heads separately. (iv) Loans due by directors or other officers of the company or any of them either severally or jointly with any other person or amounts due by firms or private companies respectively in which any director is a partner or a director or a member shall be separately stated.
SECTION Section 1825

Untitled Section

Particulars Outstanding for following periods from due date of payment# Less than 1 year 1-2 years 2-3 years More than 3 years Total (i) MSME (ii) Others (iii) Disputed dues- MSME (iv) Disputed dues- Others #similar information shall be given where no due date of payment is specified in that case disclosure shall be from the date of the transaction. Unbilled dues shall be disclosed separately] G. The presentation of liabilities associated with group of assets classified as held for sale and non-current assets classified as held for sale shall be in accordance with the relevant Indian Accounting Standards (Ind ASs). H. Contingent Liabilities and Commitments: (to the extent not provided for) (i) Contingent Liabilities shall be classified as- (a) claims against the company not acknowledged as debt; (b) guarantees excluding financial guarantees; and (c) other money for which the company is contingently liable.
SECTION Section 1836

Untitled Section

PART II – STATEMENT OF PROFIT AND LOSS Name of the Company ........................... Statement of Profit and Loss for the period ended ............................... (Rupees in ............... ) Particulars Note No. Figures for the current reporting period Figures for the previous reporting period I Revenue From Operations II Other Income III Total Income (I+II) IV EXPENSES Cost of materials consumed Purchases of Stock-in-Trade Changes in inventories of finished goods, Stock-in -Trade and work-in-progress Employee benefits expense Finance costs Depreciation and amortization expense Other expenses Total expenses (IV) V Profit/(loss) before exceptional items and tax (I- IV) VI Exceptional Items VII Profit/(loss) before tax (V-VI) VIII Tax expense: (1) Current tax (2) Deferred tax IX Profit (Loss) for the period from continuing operations (VII-VIII) X Profit/(loss) from discontinued operations XI Tax expense of discontinued operations XII Profit/(loss) from Discontinued operations (after tax) (X-XI)
SECTION Section 1846

Untitled Section

PART III - GENERAL INSTRUCTIONS FOR THE P REPARATION OF CONSOLIDATED FINANCIAL STATEMENTS 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:- (i) Profit or loss attributable to ‘non-controlling interest’ and to ‘owners of the parent’ in the statement of profit and loss shall be presented as allocation for the period. Further, ‘total comprehensive income’ for the period attributable to ‘non-controlling interest’ and to ‘owners of the parent’ shall be presented in the statement of profit and loss as allocation for the period. The aforesaid disclosures for ‘total comprehensive income’ shall also be made in the statement of changes in equity. In addition to the disclosure requirements in the In dian Accounting Standards, the aforesaid disclosures shall also be made in respect of ‘other comprehensive income’. (ii) ‘Non-controlling interests’ in the Balance Sheet and in the Statement of Changes in Equity, within equity, shall be presented separately from the equity of the ‘owners of the parent’. (iii) Investments accounted for using the equity method.
SECTION Section 187

Untitled Section

CHAPTER XII MEETINGS OF BOARD AND ITS POWERS
SECTION Section 1874

Untitled Section

PART I –BALANCE SHEET Name of the Non-Banking Financial Company……………………. Balance Sheet as at ………………………
SECTION Section 1875

Untitled Section

Particulars Note No. Figures as at the end of current reporting period Figures as at the end of the previous reporting period 1 2 3 ASSETS (1) Financial Assets (a) Cash and cash equivalents (b) Bank Balance other than (a) above (c) Derivative financial instruments (d) Receivables (I) Trade Receivables (II) Other Receivables (e) Loans (f) Investments (g) Other Financial assets (to be specified) (2) Non-financial Assets (a) Inventories (b) Current tax assets (Net) (c) Deferred tax Assets (Net) (d) Investment Property (e) Biological assets other than bearer plants (f) Property, Plant and Equipment (g) Capital work-in-progress (h) Intangible assets under development (i) Goodwill (j) Other Intangible assets (k) Other non-financial assets (to be specified) Total Assets 333 LIABILITIES AND EQUITY LIABILITIES (1) Financial Liabilities (a) Derivative financial instruments (b) Payables (I)Trade Payables (i) total outstanding dues of micro enterprises and small enterprises (ii) total outstanding dues of creditors other than micro enterprises and small enterprises (II) Other Payables (i) total outstanding dues of micro enterprises and small enterprises (ii) total outstanding dues of creditors other than micro enterprises and small enterprises (c) Debt Securities (d) Borrowings (Other than Debt Securities) (e) Deposits (f) Subordinated Liabilities (g) Other financial liabilities(to be specified) (2) Non-Financial Liabilities (a) Current tax liabilities (Net) (b) Provisions (c) Deferred tax liabilities (Net) (d) Other non-financial liabilities(to be specified) (3) EQUITY (a) Equity Share capital (b) Other Equity Total Liabilities and Equity See accompanying notes to the financial statements 1[STATEMENT OF CHANGES IN EQUITY Name of the Company……………………. A. Equity Share Capital (1) Current reporting period Balance at the beginning of the current reporting period Changes in Equity Shares Capital due to prior period errors Restated balance at the beginning of the current reporting period Changes in equity share capital during the current year Balance at the end of the Current reporting period
SECTION Section 1877

Untitled Section

Part I (Current Year) (Previous Year) Notional amounts Fair Value - Assets Fair Value - Liabilities Notional amounts Fair Value - Assets Fair Value - Liabilities (i)Currency derivatives: -Spot and forwards -Currency Futures -Currency swaps -Options purchased -Options sold (written) -Others Sub total (i) (ii)Interest rate derivatives -Forward Rate Agreements and Interest Rate Swaps -Options purchased 336 -Options sold (written) -Futures -Others Subtotal(ii) (iii)Credit derivatives (iv) Equity linked derivatives (v) Other derivatives (Please specify) Total Derivative Financial Instruments (i)+(ii)+(iii)+(iv)+(v)
SECTION Section 1878

Untitled Section

Part II Included in above (Part I) are derivatives held for hedging and risk management purposes as follows: (i)Fair value hedging: - Currency derivatives - Interest rate derivatives - Credit derivatives - Equity linked derivatives - Others Sub total (i) (ii)Cash flow hedging: - Currency derivatives - Interest rate derivatives - Credit derivatives - Equity linked derivatives 337 - Others Sub total (ii) (iii)Net investment hedging: (iv) Undesignated Derivatives Total Derivative Financial Instruments (i)+ (ii)+(iii)+(iv) With respect to hedges and hedge accounting, NBFCs may provide a description in accordance with the requirements of Indian Accounting Standards, of how derivatives are used for hedging, explain types of hedges recognized for accounting purposes and their usage/application by the entity. (C) Receivables: (i) Receivables shall be sub-classified as: (a) Receivables considered good - Secured; (b) Receivables considered good - Unsecured; (c) Receivables which have significant increase in Credit Risk; and (d) Receivables - credit impaired (ii) Allowance for impairment loss allowance shall be disclosed under the relevant heads separately. (iii) Debts due by directors or other officers of the NBFC or any of them either severally or jointly with any other person or debts due by firms including limited liability partnerships (LLPs), private companies respectively in which any director is a partner or a director or a member should be separately stated. 1[(iv) For trade receivable outstanding, following ageing schedule shall be given: Trade Receivables aging schedule (Amount in Rs.)
SECTION Section 1879

Untitled Section

Particulars Outstanding for following periods from due date of payment# Less than 6 months 6 months - 1 year 1-2 years 2-3 years More than 3 years Total (i) Undisputed Trade receivables - Considered good (ii) Undisputed Trade Receivable – which have significant increase in credit risk (iii) Undisputed Trade Receivables – credit Impaired (iv) Disputed Trade Receivables-considered good (v)Disputed Trade Receivables- which have significant increase in credit risk (vi) Disputed Trade Receivables – credit impaired
SECTION Section 1883

Untitled Section

Particulars Outstanding for following periods from due date of payment# Less than 1 year 1-2 years 2-3 years More than 3 years Total (i) MSME (ii) Others (iii) Disputed dues- MSME (iv) Disputed dues- Others #similar information shall be given where no due date of payment is specified in that case disclosure shall be from the date of the transaction. Unbilled dues shall be disclosed separately] (L) Debt Securities (Current Year) (Previous Year) At Amortised Cost At Fair Value Through profit or loss Designated at fair value through profit or loss Total At Amortised Cost At Fair Value Through profit or loss Designated at fair value through profit or loss Total (1) (2) (3) (4)=(1)+(2)+(3) (5) (6) (7) (8)=(5)+(6)+(7) Liability component of compound financial instruments Others (Bonds/ Debenture etc.) Total (A) Debt securities in India Debt securities outside India
SECTION Section 1885

Untitled Section

parties (d) Finance lease obligations (e)Liability component of compound financial instruments (f)Loans repayable on demand (i)from banks (ii)from other parties (g) Other loans (specify nature) Total (A) Borrowings in India Borrowings outside India Total (B) to tally with (A) (i) Borrowings shall further be sub-classified as secured and unsecured. Nature of security shall be specified separately in each case. (ii) Where borrowings have been guaranteed by directors or others, the aggregate amount of such borrowings under each head shall be disclosed; (iii) terms of repayment of term loans and other loans shall be stated; and (iv) period and amount of default as on the balance sheet date in repayment of borrowings and interest shall be specified separately in each case. (N) Deposits (Current Year) (Previous Year) At Amortised Cost At fair value through profit or loss Designated at fair value through profit or loss Total At Amortised Cost At fair value through profit or loss Designated at fair value through profit or loss Total (1) (2) (3) (4)=(1)+(2)+(3) (5) (6) (7) (8)=(5)+(6)+(7) Deposits (i) Public Deposits 343 (ii) From Banks (iii)From Others Total (O) Subordinated Liabilities (Current Year) (Previous Year) At Amortised Cost At fair value through profit or loss Designated at fair value through profit or loss Total At Amortised Cost At fair value through profit or loss Designated at fair value through profit or loss Total (1) (2) (3) (4)=(1)+(2)+(3) (5) (6) (7) (8)=(5)+ (6)+(7) Perpetual Debt Instruments to the extent that do not qualify as equity Preference Shares other than those that qualify as Equity Others (specifying the nature and type of instrument issued) Total (A) Subordinated Liabilities in India Subordinated Liabilities outside India Total (B) to tally with (A) (P) Other Financial Liabilities (to be specified): Other Financial liabilities shall be classified as- (a) Interest accrued; (b) Unpaid dividends; (c) Application money received for allotment of securities to the extent refundable and interest accrued thereon; (d) Unpaid matured deposits and interest accrued thereon; (e) Unpaid matured debentures and interest accrued thereon; (f) Margin money (to be specified);and (g) Others (specify nature) (Q) Provisions: The amounts shall be classified as- (a) Provision for employee benefits; and (b) Others (specify nature) (R) Other Non-financial liabilities (to be specified): (a) Revenue received in advance; (b) Other advances (Specify nature); and 344 (c) Others (specify nature). (S) Equity Share Capital : For each class of equity share capital: (a) the number and amount of shares authorized; (b) the number of shares issued, subscribed and fully paid, and subscribed but not fully paid; (c) par value per share; (d) a reconciliation of the number of shares outstanding at the beginning and at the end of the period; (e) the rights, preferences and restrictions attaching to each class of shares including restrictions on the distribution of dividends and the repayment of capital; (f) shares in respect of each class in the company held by its holding company or its ultimate holding company including shares held by or by subsidiaries or associates of the holding company or the ultimate holding company in aggregate; (g) shares in the company held by each shareholder holding more than five percent shares specifying the number of shares held; (h) shares reserved for issue under options and contracts/commitments for the sale of shares or disinvestment, including the terms and amounts; (i) For the period of five years immediately preceding the date at which the Balance Sheet is prepared: • Aggregate number and class of shares allotted as fully paid up pursuant to contract without payment being received in cash; • Aggregate number and class of shares allotted as fully paid up by way of bonus shares; and • Aggregate number and class of shares bought back; (j) terms of any securities convertible into equity shares issued along with the earliest date of conversion in descending order starting from the farthest such date; (k) calls unpaid (showing aggregate value of calls unpaid by directors and officers); (l) forfeited shares (amount originally paid up) (m) An NBFC shall disclose information that enables users of its financial statements to evaluate the NBFC’s objectives, policies and processes for managing capital. 1[(n) A Company shall disclose Shareholding of Promoter* as below: Shares held by promoters at the end of the year % Change during the year*** S.No Promoter Name No. of Shares** %of total shares** Total *Promoter here means promoter as defined in the Companies Act, 2013. ** Details shall be given separately for each class of shares *** percentage change shall be computed with respect to the number at the beginning of the year or if issued during the year for the first time then with respect to the date of issue.] (T) Other Equity (i) Other Reserves’ shall be classified in the notes as: (a) Capital Redemption Reserve; (b) Debenture Redemption Reserve; (c) Share Options Outstanding Account; (d) Statutory Reserves; and (e) Others – (specify the nature and purpose of each reserve and the amount in respect thereof); (Additions and deductions since last balance sheet to be shown under each of the specified heads) (iii) Retained Earnings represents surplus i.e. balance of the relevant column in the Statement of Changes in
SECTION Section 1893

Untitled Section

PART II – STATEMENT OF PROFIT AND LOSS Name of the Non-Banking Financial Company……………………. Statement of Profit and Loss for the period ended ……………………… (Rupees in ...................... ) Particulars Note No. Figures for the current reporting period Figures for the previous reporting period Revenue from operations (i) Interest Income (ii) Dividend Income (iii) Rental Income (iv) Fees and commission Income (v) Net gain on fair value changes (vi) Net gain on derecognition of financial instruments under amortised cost category (vii) Sale of products(including Excise Duty) (viii) Sale of services (ix) Others (to be specified) (I) Total Revenue from operations (II) Other Income (to be specified) (III) Total Income (I+II) Expenses (i) Finance Costs (ii) Fees and commission expense (iii) Net loss on fair value changes (iv) Net loss on derecognition of financial instruments under amortised cost category (v) Impairment on financial instruments (vi) Cost of materials consumed (vii) Purchases of Stock-in-trade (viii) Changes in Inventories of finished goods, stock-in-trade and work-in- progress (ix) Employee Benefits Expenses (x) Depreciation, amortization and impairment (xi) Others expenses (to be specified) (IV ) Total Expenses (IV) (V ) Profit / (loss) before exceptional items and tax (III-IV) (VI ) Exceptional items (VII ) Profit/(loss) before tax (V -VI ) (VIII) Tax Expense: (1) Current Tax (2) Deferred Tax 351 Particulars Note No. Figures for the current reporting period Figures for the previous reporting period Revenue from operations (IX) Profit / (loss) for the period from continuing operations(VII-VIII) (X) Profit/(loss) from discontinued operations (XI) Tax Expense of discontinued operations (XII) Profit/(loss) from discontinued operations(After tax) (X- XI) (XIII) Profit/(loss) for the period (IX+XII) (XIV) Other Comprehensive Income (A) (i) Items that will not be reclassified to profit or loss (specify items and amounts) (ii) Income tax relating to items that will not be reclassified to profit or loss Subtotal (A) (B) (i) Items that will be reclassified to profit or loss (specify items and amounts) (ii) Income tax relating to items that will be reclassified to profit or loss Subtotal (B) Other Comprehensive Income (A + B) (XV) Total Comprehe nsive Income for the period (XIII+XIV) (Comprising Profit (Loss) and other Comprehensive Income for the period) (XVI) Earnings per equity share (for continuing operations) Basic (Rs.) Diluted (Rs.) (XVII) Earnings per equity share (for discontinued operations) Basic (Rs.) Diluted (Rs.) (XVIII) Earnings per equity share (for continuing and discontinued operations) Basic (Rs.) Diluted (Rs.) See accompanying notes to the financial statements 352 Notes GENERAL INSTRUCTIONS FOR PREPARATION OF STATEMENT OF PROFIT AND LOSS
SECTION Section 1897

Untitled Section

Particulars (Current Year) (Previous Year) On Financial Assets measured at fair value through OCI On Financial Assets measured at Amortised Cost Interest Income on Financial Assets classified at fair value through profit or loss On Financial Assets measured at fair value through OCI On Financial Assets measured at Amortised Cost Interest Income on Financial Assets classified at fair value through profit or loss Interest on Loans Interest income from investments Interest on deposits with Banks Other interest Income Total
SECTION Section 1899

Untitled Section

Particulars (Current Year) (Previous Year) (A) Net gain/ (loss) on financial instruments at fair value through profit or loss (i) On trading portfolio - Investments - Derivatives - Others (ii) On financial instruments designated at fair value through profit or loss (B) Others ( to be specified) Total Net gain/(loss) on fair value changes (C) Fair Value changes: -Realised -Unrealised Total Net gain/(loss) on fair value changes(D) to tally with (C) *Fair value changes in this schedule are other than those arising on account of accrued interest income/expense. 353
SECTION Section 1901

Untitled Section

Particulars (Current Year) (Previous Year) Net gain/(loss) on ineffective portion of hedges Net gain/(loss) on derecognition of property, plant and equipment Net gain or loss on foreign currency transaction and translation (other than considered as finance cost)( to be specified) Others ( to be specified)* Total * Any item under the subhead ‘Others’ which exceeds one per cent of the total income to be presented separately.
SECTION Section 1903

Untitled Section

Particulars (Current Year) (Previous Year) On Financial On Financial liabilities On Financial On Financial liabilities measured at Amortised liabilities measured liabilities measured measured at fair Cost at fair value through at Amortised Cost value through profit or loss profit or loss Interest on deposits Interest on borrowings Interest on debt securities Interest on subordinated liabilities Other interest expense Total
SECTION Section 1905

Untitled Section

Particulars (Current Year) (Previous Year) Salaries and wages Contribution to provident and other funds Share Based Payments to employees Staff welfare expenses Others (to be specified) Total
SECTION Section 1907

Untitled Section

Particulars (Current Year) (Previous Year) On Financial instruments measured at fair value through OCI On Financial instruments measured at Amortised Cost On Financial instruments measured at fair value through OCI On Financial instruments measured at Amortised Cost Loans Investments Others (to be specified) Total 354
SECTION Section 1909

Untitled Section

Particulars (Current Year) (Previous Year) Rent, taxes and energy costs Repairs and maintenance Communication Costs Printing and stationery Advertisement and publicity Director’s fees, allowances and expenses Auditor’s fees and expenses Legal and Professional charges Insurance Other expenditure Total * Any item under the subhead ‘Others expenditure’ which exceeds one per cent of the total income to be presented separately.
SECTION Section 1913

Untitled Section

PART III- GENERAL INSTRUCTIONS FOR THE PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS (1) Where a Non -Banking Financial Company (NBFC) 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 NBFC shall mutatis mutandis follow the requirements of this Schedule as applicable to an NBFC in the preparation of balance sheet, statement of changes in equity and statement of profit and loss. However, where the consolidated financial statements contains elements pertaining to NBFCs and other than NBFCs, mixed basis of presentation may be followed for consolidated financial stateme nts where both kinds of opera - tions are significant. 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 Ac- counting Standards) Rules 2015, including the following, namely:- (i) Profit or loss attributable to ‘non-controlling interest’ and to ‘owners of the parent’ in the statement of profit and loss shall be presented as allocation for the period. Further, ‘total comprehensive income’ for the period attributable to ‘non-controlling interest’ and to ‘owners of the parent’ shall be presented in the statement of profit and loss as allocation for the period. The aforesaid disclosures for ‘total comprehensive income’ sh all also be made in the statement of changes in equity. In addition to the disclosure requirements in the Indian Accounting Standards, the aforesaid disclosures shall also be made in respect of ‘other comprehensive income’. (ii) ‘Non-controlling interests’ in the Balance Sheet and in the Statement of Changes in Equity, within equity, shall be presented separately from the equity of the ‘owners of the parent’. (iii) Investments accounted for using the equity method. 356 (2) In Consolidated Financial Statements, the following shall be disclosed by way of additional information: Name of the entity in the Group Net Assets, i.e., total assets minus total liabilities Share in profit or loss Share in other comprehensive income Share in total comprehensive income As % of consolidated net assets Amount As % of consolidated profit or loss Amount As % of consolidated other comprehensive income Amount As % of total comprehensive income Amount ent Subsidiaries Indian
SECTION Section 1932

Untitled Section

party transactions and assure themselves that the same are in the interest of the company; (10) ascertain and ensure that the company has an adequate and func tional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use; (11) report concerns about unethical behavior, actual or suspected fraud or violation of the company’s code of conduct or ethics policy; (12) 1[act within their authority], assist in protecting the legitimate interests of the company, shareholders and its employees; (13) not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law. IV. Manner of appointment: (1) Appointment process of independent directors shall be independent of the company management; while selecting independent directors the Board shall ensure that there is appropriate balance of skills, experience and knowledge in the Board so as to enable the Board to discharge its functions and duties effectively. (2) The appointment of independent director(s) of the company shall be approved at the meeting of the shareholders. (3) The explanatory statement attached to the notice of the meeting for approving the appointment of independent director shall include a statement that in the opinion of the Board, the independent director proposed to be appointed fulfils the conditions specified in the Act and the rules made thereunder and that the proposed director is independent of the management. (4) The appointment of independent directors shall be formalised through a letter of appointment, which shall set out : (a) the term of appointment; (b) the expectation of the Board from the appointed director; the Board-level committee(s) in which the director is expected to serve and its tasks; (c) the fiduciary duties that come with such an appointment along with accompanying liabilities; (d) provision for Directors and Officers (D and O) insurance, if any; (e) the Code of Business Ethics that the company expects its directors and employees to follow; (f) the list of actions that a director should not do while functioning as such in the company; and
SECTION Section 1937

Untitled Section

PART I CONDITIONS TO BE FULFILLED FOR THE APPOINTMENT OF A MANAGING OR WHOLE-TIME DIRECTOR OR A MANAGER WITHOUT THE APPROVAL OF THE CENTRAL GOVERNMENT APPOINTMENTS No person shall be eligible for appointment as a managing or whole -time director or a manager (hereinafter referred to as managerial person) of a company unless he satisfies the following conditions, namely:— (a) he had not been sentenced to imprisonment for any period, or to a fine exceeding one thousand rupees, for the conviction of an offence under any of the following Acts, namely:— (i) the Indian Stamp Act, 1899 (2 of 1899); (ii) the Central Excise Act, 1944 (1 of 1944); (iii) the Industries (Development and Regulation) Act, 1951 (65 of 1951); (iv) the Prevention of Food Adulteration Act, 1954 (37 of 1954); (v) the Essential Commodities Act, 1955 (10 of 1955); 1[(vi) the Companies Act, 2013 (18 of 2013) or any previous company law;] (vii) the Securities Contracts (Regulation) Act, 1956 (42 of 1956); (viii) the Wealth-tax Act, 1957 (27 of 1957); (ix) the Income-tax Act, 1961 (43 of 1961); (x) the Customs Act, 1962 (52 of 1962); (xi) the Competition Act, 2002 (12 of 2003); (xii) the Foreign Exchange Management Act, 1999 (42 of 1999); (xiii) the Sick Industrial Companies (Special Provisions) Act, 1985 (1 of 1986); (xiv) the Securities and Exchange Board of India Act, 1992 (15 of 1992); (xv) the Foreign Trade (Development and Regulation) Act, 1922 (22 of 1922); (xvi) the Prevention of Money-Laundering Act, 2002 (15 of 2003); 2[(xvii) the Insolvency and Bankruptcy Code, 2016 (31 of 2016); (xviii) the Goods and Services Tax Act, 2017 (12 of 2017); (xix) the Fugitive Economic Offenders Act, 2018 (17 of 2018).] (b) he had not been detained for any period under the Conservation of Foreign Exchange and Prevention of Smuggling Activities Act, 1974 (52 of 1974): Provided that where the Central Government has given its approval to the appointment of a person convicted or detained under sub-paragraph (a) or sub-paragraph (b), as the case may be, no further approval of the Central Government shall be necessary for the subsequent appointment of that person if he had not been so convicted or detained subsequent to such approval. (c) he has completed the age of twenty-one years and has not attained the age of seventy years:
SECTION Section 1940

Untitled Section

PART II REMUNERATION Section I.— Remuneration payable by companies having profits: Subject to the provisions of section 197, a company having profits in a financial year may pay remuneration to a managerial person or persons 1[or other director or directors] not exceeding the limits specified in such section. 2[Section II.— Remuneration payable by companies having no profit or inadequate profit 3***: Where in any financial year during the currency of tenure of a managerial person 1[or other director], a company has no profits or its profits are inadequate, it may, 3***, pay remuneration to the managerial person 1[or other director] not exceeding the limits under (A) and (B) given below:— 4[(A): (1) (2) (3) SI. No. Where the effective capital (in rupees) is Limit of yearly remuneration payable shall not exceed (in Rupees) in case of a managerial person Limit of yearly remuneration payable shall not exceed (in rupees) in case of other director (i) Negative or less than 5 crores. 60 lakhs 12 Lakhs (ii) 5 crores and above but less than 100 crores. 84 lakhs 17 Lakhs (iii) 100 crores and abov e but less than 250 crores. 120 lakhs 24 Lakhs (iv) 250 crores and above. 120 lakhs plus 0.01% of the effective capital in excess of Rs. 250 crores: 24 Lakhs plus 0.01% of the effective capital in excess of Rs. 250 crores:] 5[Provided that the remuneration in excess of above limits may be paid] if the resolution passed by the shareholders is a special resolution.
SECTION Section 1957

Untitled Section

PART III Provisions applicable to Parts I and II of this Schedule
SECTION Section 1960

Untitled Section

PART IV The Central Government may, by notification, exempt any class or classes of companies from any of the requirements contained in this Schedule.
SECTION Section 2

Untitled Section

CHAPTER I PRELIMINARY SECTIONS
SECTION Section 211

Untitled Section

CHAPTER XIII APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL SECTIONS
SECTION section 214

Untitled Section

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:— (a) any person who is convicted on a prosecution instituted , or who is ordered to pay damages or restore any property in proceedings brought, under section 224, to the extent that he may in the same
SECTION Section 222

Untitled Section

CHAPTER XIV INSPECTION, INQUIRY AND INVESTIGATION
SECTION section 230

Untitled Section

section 230; (iii) for giving effect to the provisions of this Act as to the reduction of the capital; (iv) generally for all applications to be made to the Tribunal under the provisions of this Act; (v) the holding and conducting of meetings to ascertain the wishes of creditors and contributories; (vi) the settling of lists of contributories and the rectifying of the register of members where required, and collecting and applying the assets; (vii) the payment, delivery, conveyance, surrender or transfer of money, property, books or papers to the liquidator; (viii) the making of calls; and (ix) the fixing of a time within which debts and claims shall be proved.] (3) All rules made by the Supreme Court on the matters referred to in this section as it stood immediately before the commencement of this Act and in force at such commencement, shall continue to be in force, till such time the rules are made by the Central Government and any reference to the High Court in relation to winding up of a company in such rules shall be construed as a reference to the Tribunal.
SECTION Section 247

Untitled Section

CHAPTER XV COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS
SECTION Section 259

Untitled Section

CHAPTER XVI PREVENTION OF OPPRESSION AND MISMANAGEMENT
SECTION Section 26

Untitled Section

CHAPTER III PROSPECTUS AND ALLOTMENT OF SECURITIES
SECTION Section 266

Untitled Section

CHAPTER XVII REGISTERED VALUERS
SECTION Section 268

Untitled Section

CHAPTER XVIII REMOVAL OF NAMES OF COMPANIES FROM THE REGISTER OF COMPANIES
SECTION Section 27

Untitled Section

PART I.—Public offer
SECTION Section 274

Untitled Section

CHAPTER XIX REVIVAL AND REHABILITATION OF SICK COMPANIES
SECTION section 29

Untitled Section

section 29A of the Representation of the People Act, 1951 (43 of 1951).
SECTION Section 292

Untitled Section

CHAPTER XX WINDING UP SECTIONS
SECTION Section 294

Untitled Section

PART I.—Winding up by the Tribunal
SECTION section 328

Untitled Section

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. (2) The value of the interest of the person preferred under sub-section (1) shall be determined as at the date of the transaction constituting the fraudulent preference, as if the interest were free of all encumbrances other than those to which the mortgage or charge for the debt of the company was then subject. (3) On an application made to the Tribunal with respect to any payment on the ground that the payment was a fraudulent preference of a surety or guarantor, the Tribunal shall have jurisdiction to determine any questions with respect to the payment arising between the person to whom the payment was made and the surety or guarantor and to grant relief in respect thereof, notwithstanding that it is not necessary so to do
SECTION Section 348

Untitled Section

PART III.—Provisions applicable to every mode of winding up
SECTION section 363

Untitled Section

section 363 may file an appeal before the Central Government within thirty days of such decision. (2) The Central Government may after calling the report from the Official Liquidator either dismiss the appeal or modify the decision of the Official Liquidator. (3) The Official Liquidator shall make payment to the creditors whose claims have been accepted. (4) The Central Government may, at any stage during settlement of claims, if considers necessary, refer the matter to the Tribunal for necessary orders.
SECTION section 364

Untitled Section

section 364; and (ii) in any other case, the Central Government and the Tribunal. (2) The Central Government, or as the case may be, the Tribunal on receipt of such report shall order that the company be dissolved. (3) Where an order is made under sub-section (2), the Registrar shall strike off the name of the company from the register of companies and publish a notification to this effect.
SECTION section 378

Untitled Section

section 378B; 205 (d) the names and addresses of the persons who have subscribed to the memorandum; (e) the amount of share capital with which the Producer Company is to be registered and division thereof into shares of a fixed amount; (f) the names, addresses and occupations of the subscr ibers being producers, who shall act as the first directors in accordance with sub-section (2) of section 378J; (g) that the liability of its members is limited; (h) against the subscriber's name, the number of shares each subscriber takes: Provided that no subscriber shall take less than one share; (i) that in case the objects of the Producer Company are not confined to one State, the States to whose territories the objects extend. 378G. Articles of association .—(1) There shall be presented, for registrati on 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— (a) memorandum of the Producer Company; (b) its articles duly signed by the subscribers to the memorandum. (2) The articles shall contain the following mutual assistance principles, namely:— (a) the membership shall be voluntary and available, to all eligible persons who, can participate or avail of the facilities or services of the Producer Company, and are wil ling to accept the duties of membership; (b) each Member shall, save as otherwise provided in this Chapter, have only a single vote irrespective of the shareholding; (c) the Producer Company shall be administered by a Board consisting of persons elected or appointed as directors in the manner consistent with the provisions of this Chapter and the Board shall be accountable to the Members; (d) particulars on limited return on share capital; (e) the surplus arising out of the operations of the Producer Compan y shall be distributed in an equitable manner by— (i) providing for the development of the business of the Producer Company; (ii) providing for common facilities; and (iii) distributing amongst the Members, as may be admissible in proportion to their respective
SECTION Section 384

Untitled Section

PART IV.—Official Liquidators SECTIONS
SECTION Section 392

Untitled Section

CHAPTER XXI
SECTION Section 393

Untitled Section

PARTI.—Companies authorised to Register under this Act
SECTION section 4

Untitled Section

section 4 of the Sick Industrial Companies (Special Provisions) Act, 1985 (1 of 1986) shall abate; (e) such other matters including exit offer to dissenti ng shareholders, if any, as are in the opinion of the Tribunal necessary to effectively implement the terms of the compromise or arrangement: Provided that no compromise or arrangement shall be sanctioned by the Tribunal unless a certificate by the company's auditor has been filed with the Tribunal to the effect that the accounting treatment, if any, proposed in the scheme of compromise or arrangement is in conformity with the accounting standards prescribed under section 133. (8) The order of the Tribunal shall be filed with the Registrar by the company within a period of thirty days of the receipt of the order. (9) The Tribunal may dispense with calling of a meeting of creditor or class of creditors where such creditors or class of creditors, having at least ninety per cent. value, agree and confirm, by way of affidavit, to the scheme of compromise or arrangement. (10) No compromise or arrangement in respect of any buy-back of securities under this section shall be sanctioned by the Tribunal unless such buy-back is in accordance with the provisions of section 68. (11) Any compromise or arrangement may include takeover offer made in such manner as may be prescribed: Provided that in case of listed companies, takeover offer shall be as per the regulations fram ed by the Securities and Exchange Board. (12) An aggrieved party may make an application to the Tribunal in the event of any grievances with respect to the takeover offer of companies other than listed companies in such manner as may be prescribed and the Tribunal may, on application, pass such order as it may deem fit.
SECTION Section 403

Untitled Section

PART II.—Winding up of unregistered companies
SECTION Section 408

Untitled Section

CHAPTER XXIA PRODUCER COMPANIES
SECTION Section 409

Untitled Section

PART I PRELIMINARY 378A. Definitions.
SECTION Section 410

Untitled Section

PART II INCORPORATION OF PRODUCER COMPANIES AND OTHER MATTERS 378B. Objects of producer company. 378C. Formation of Producer Company and its registration. 378D. Membership and voting rights of Members of Producer Company. 378E. Benefits to Members. 378F. Memorandum of Producer Company. 378G.Articles of association. 378H. Amendment of memorandum. 378-I. Amendment of articles. 378J. Option to inter-State co-operative societies to become Producer Companies. 11 SECTIONS 378K. Effect of incorporation of Producer Company. 378L.Vesting of undertaking in Producer Company. 378M. Concession, etc., to be deemed to have been granted to Producer Company. 378N. Provisions in respect of officers and other employees of inter-State co-operative society.
SECTION Section 411

Untitled Section

PART III MANAGEMENT OF PRODUCER COMPANY 378-O. Number of directors. 378P. Appointment of directors. 378Q. Vacation of office by directors. 378R. Powers and functions of Board. 378S. Matters to be transacted at general meeting. 378T. Liability of directors. 378U. Committee of directors. 378V. Meetings of Board and quorum. 378W. Chief Executive and his functions. 378X. Secretary of Producer Company. 378Y. Quorum. 378Z. Voting rights.
SECTION Section 412

Untitled Section

PART IV GENERAL MEETINGS 378ZA. Annual general meetings.
SECTION Section 413

Untitled Section

PART V SHARE CAPITAL AND MEMBERS RIGHTS 378ZB. Share capital. 378ZC. Special user rights. 378ZD. Transferability of shares and attendant rights.
SECTION Section 414

Untitled Section

PART VI FINANCE, ACCOUNTS AND AUDIT 378ZE. Books of account. 378ZF. Internal audit. 378ZG. Duties of auditor under this Chapter. 378ZH.Donation or subscription by Producer Company. 378Z-I. General and other reserves. 378ZJ. Issue of bonus shares. 12 SECTIONS
SECTION Section 415

Untitled Section

PART VII LOANS TO MEMBERS AND INVESTMENTS 378ZK. Loan, etc., to Members. 378ZL. Investment in other companies, formation of subsidiaries, etc.
SECTION Section 416

Untitled Section

PART VIII PENALTIES 378ZM. Penalty for contravention.
SECTION Section 417

Untitled Section

PART IX AMALGAMATION, MERGER OR DIVISION 378ZN. Amalgamation, merger or division, etc., to form new Producer Companies.
SECTION Section 418

Untitled Section

PART X RESOLUTION OF DISPUTES 378Z-O. Disputes.
SECTION Section 419

Untitled Section

PART XI MISCELLANEOUS PROVISIONS 378ZP. Strike off name of Producer Company. 378ZQ. Provisions of this Chapter to override other laws. 378ZR. Application of provisions relating to private companies.
SECTION Section 420

Untitled Section

PART XII RE-CONVERSION OF PRODUCER COMPANY TO INTER-STATE CO-OPERATIVE SOCIETY 378ZS.Re-conversion of Producer Company to inter-State co-operative society. 378ZT. Power to modify Act in its application to Producer Companies. 378ZU. Power to make rules.
SECTION Section 421

Untitled Section

CHAPTER XXII COMPANIES INCORPORATED OUTSIDE INDIA
SECTION Section 437

Untitled Section

CHAPTER XXIII GOVERNMENT COMPANIES SECTIONS
SECTION Section 440

Untitled Section

CHAPTER XXIV REGISTRATION OFFICES AND FEES
SECTION section 447

Untitled Section

section 447. Explanation I.—It is hereby clarified that the case of a firm, the liability shall be of the firm and that of every partner or partners who acted in a fraudulent manner or abetted or colluded in any fraud by, or in relation to, the company or its director or officers. Explanation II.—For the purposes of this Chapter the word “auditor” includes a firm of auditors.
SECTION Section 450

Untitled Section

CHAPTER XXV COMPANIES TO FURNISH INFORMATION OR STATISTICS
SECTION Section 452

Untitled Section

CHAPTER XXVI NIDHIS
SECTION Section 454

Untitled Section

CHAPTER XXVII NATIONAL COMPANY LAW TRIBUNAL AND APPELLATE TRIBUNAL
SECTION Section 47

Untitled Section

PART II.—Private placement
SECTION Section 483

Untitled Section

CHAPTER XXVIII SPECIAL COURTS
SECTION Section 49

Untitled Section

CHAPTER IV SHARE CAPITAL AND DEBENTURES
SECTION Section 496

Untitled Section

CHAPTER XXIX MISCELLANEOUS
SECTION Section 5

Untitled Section

CHAPTER II INCORPORATION OF COMPANY AND MATTERS INCIDENTAL THERETO
SECTION Section 521

Untitled Section

CHAPTER I PRELIMINARY
SECTION Section 523

Untitled Section

Part II, sec. 3 (ii). *. Vide Notification No. S.O. 3912 (E), dated 30th October, 2019, this Act is made applicable to the Union territory of Jammu and Kashmir and the Union territory of Ladakh. 22nd 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 21st January, 2021, see Gazette of India, Extraordinary, Part II, sec. 3 (ii). 11th February, 2021- Sections. 52 & 66, vide notification No. S.O. 644(E), dated 11th February, 2021, see Gazette of India, Extraordinary, Part II, sec. 3 (ii). 18th March, 2021-Sections. 32 & 40, vide notification No. S.O. 1255(E), dated 18th March, 2021, see Gazette of India, Extraordinary, Part II, sec. 3 (ii). 1st September, 2021-Section. 4, vide notification No. S.O. 2904(E), dated 22nd July, 2021, see Gazette of India, Extraordinary, Part II, sec. 3 (ii). 1st July, 2022-Section. 56, vide notification No. S.O. 148(E), dated 11th January, 2022, see Gazette of India, Extraordinary, Part II, sec. 3 (ii). 30th October, 2023-Section. 5, vide notification No. S.O. 4744(E), dated 30th October, 2023, see Gazette of India, Extraordinary, Part II, sec. 3 (ii). 17 be appointed for different provisions of this Act and any reference in any provision to the commencement of this Act shall be construed as a reference to the coming into force of that provision. (4) The provisions of this Act shall apply to— (a) companies incorporated under this Act or under any previous company law; (b) insurance companies, except in so far as the said provisions are inconsistent with the provisions of the Insurance Act, 1938 (4 of 1938) or the Insurance Regulatory and Development Authority Act, 1999 (41 of 1999); (c) banking companies, except in so far as the said provisions are inconsistent with the provisions of the Banking Regulation Act, 1949 (10 of 1949); (d) companies engaged in the ge neration or supply of electricity, except in so far as the said provisions are inconsistent with the provisions of the Electricity Act, 2003 (36 of 2003); (f) such body corporate, incorporated by any Act for the time being in force, as the Central Government may, by notification, specify in this behalf, subject to such exceptions, modifications or adaptation, as may be specified in the notification.
SECTION Section 542

Untitled Section

partly by one or more State Governments; (73) “recognised stock exchange ” means a recognised stock exchange as defined in clause ( f) of
SECTION Section 552

Untitled Section

CHAPTER II INCORPORATION OF COMPANY AND MATTERS INCIDENTAL THERETO
SECTION Section 559

Untitled Section

articles may be altered only if conditions or procedures as that are more restrictive than those applicable in the case of a special resolution, are met or complied with. (4) The provisions for entrenchment referred to in sub -section ( 3) shall only be made either on formation of a company, or by an amendment in the articles agreed to by all the members of the company in the case of a private company and by a special resolution in the case of a public company. (5) Where the articles contain provisions for entrenchment, whether made on formation or by amendment, the company shall give notice to the Registrar of such provisions in such form and manner as may be prescribed. (6) The articles of a company shall be in respective forms specified in Tables, F, G, H, I and J in Schedule I as may be applicable to such company.
SECTION Section 565

Untitled Section

articles except with the previous approval of the Central Government. (ii) A company registered under this section may convert itself into company of any other kind only after complying with such conditions as may be prescribed. 32 (5) Where it is proved to the satisfaction of the Central Government that a limited company registered under this Act or under any previous company law has been formed with any of the objects specified in clause (a) of sub-section (1) and with the restrictions and prohibitions as mentioned respectively in clauses (b) and ( c) of that sub -section, it may, by licence, allow the company to be registered under this section subject to such conditions as the Central Government deems fit and to change its name by omitting the word “Limited”, or as the case may be, the words “Private Limited” from its name and thereupon the Registrar shall, on application, in the prescribed form, register such company under this section and all the provisions of this section shall apply to that company. (6) The Central Government may, by order, revoke the licence granted to a company registered under this section if the company contravenes any of the requirements of this section or any of the conditions subject to which a licence is issued or the affairs of the company are conducted fraudulently or in a manner violative of the objects of the company or prejudicial to public interest, and without prejudice to any other action against the company under this Act, direct the company to convert its status and change its name to add the word” Limited” or the words “Private Limited”, as the case may be, to its name and thereupon the Registrar shall, without prejudice to any action that may be taken under sub-section (7), on application, in the prescribed form, register the company accordingly: Provided that no such order shall be made unless the company is given a reasonable opportunity of being heard: Provided further that a copy of every such order shall be given to the Registrar. (7) Where a licence is revoked under sub -section (6), the Central Government may, by order, if it is satisfied that it is essential in the public interest, direct that the company be wound up under this Act or amalgamated with another company registered under this section: Provided that no such order shall be made unless the company is given a reasonable opportunity of being heard. (8) Where a licence is revoked under sub -section (6) and where the Central Government is satisfied that it is essential in the public interest that the company registered under this section should be amalgamated with another company registered under this section and having similar objects, then, notwithstanding anything to the contrary contained in this Act, th e Central Government may, by order, provide for such amalgamation to form a single company with such constitution, properties, powers, rights, interest, authorities and privileges and with such liabilities, duties and obligations as may be specified in the order. (9) If on the winding up or dissolution of a company registered under this section, there remains, after the satisfaction of its debts and liabilities, any asset, they may be transferred to another company registered under this section and having s imilar objects, subject to such conditions as the Tribunal may impose, or may be sold and proceeds thereof credited to 1[Insolvency and Bankruptcy Fund formed under section 224 of the Insolvency and Bankruptcy Code, 2016 (31 of 2016)]. (10) A company registered under this section shall amalgamate only with another company registered under this section and having similar objects. (11) If a company makes any default in complying with any of the requirements laid down in this section, the company shall, withou t prejudice to any other action under the provisions of this section, be punishable with fine which shall not be less than ten lakh rupees but which may extend to one crore rupees and the directors and every officer of the company who is in default shall b e punishable 2*** with fine which shall not be less than twenty -five thousand rupees but which may extend to 3[twenty-five lakh rupees]: Provided that when it is proved that the affairs of the company were conducted fraudulently, every officer in default shall be liable for action under section 447.
SECTION Section 571

Untitled Section

part to observe all the provisions of the memorandum and of the articles. (2) All monies payable by any member to the company under the memorandum or articles shall be a debt due from him to the company. 2[10A. Commencement of business, etc. —(1) A company incorporated after the commencement of the Companies (Amendment) Act, 2019 and having a share capit al shall not commence any business or exercise any borrowing powers unless— (a) a declaration is filed by a director within a period of one hundred and eighty days of the date of incorporation of the company in such form and verified in such manner as may be prescribed, with the Registrar that every subscriber to the memorandum has paid the value of the shares agreed to be taken by him on the date of making of such declaration; and (b) the company has filed with the Registrar a verification of its registere d office as provided in sub-section (2) of section 12. (2) If any default is made in complying with the requirements of this section, the company shall be liable to a penalty of fifty thousand rupees and every officer who is in default shall be liable to a penalty of one thousand rupees for each day during which such default continues but not exceeding an amount of one lakh rupees. (3) Where no declaration has been filed with the Registrar under clause (a) of sub-section (1) within a period of one hundred a nd eighty days of the date of incorporation of the company and the Registrar has reasonable cause to believe that the company is not carrying on any business or operations, he may, without prejudice to the provisions of sub -section (2), initiate action for the removal of the name of the company from the register of companies under Chapter XVIII.]
SECTION section 59

Untitled Section

section 59; (62) “One Person Company” means a company which has only one person as a member; (63) “ordinary or special resol ution” means an ordinary resolution, or as the case may be, special resolution referred to in section 114; (64) “paid-up share capital ” or “share capital paid -up” means such aggregate amount of money credited as paid-up as is equivalent to the amount recei ved as paid-up in respect of shares issued and also includes any amount credited as paid-up in respect of shares of the company, but does not include any other amount received in respect of such shares, by whatever name called; (65) “postal ballot” means voting by post or through any electronic mode; (66) “prescribed” means prescribed by rules made under this Act; (67) “previous company law” means any of the laws specified below:— (i) Acts relating to companies in force before the Indian Companies Act, 1866 (10 of 1866); (ii) the Indian Companies Act, 1866 (10 of 1866); (iii) the Indian Companies Act, 1882 (6 of 1882); (iv) the Indian Companies Act, 1913 (7 of 1913); (v) the Registration of Transferred Companies Ordinance, 1942 (Ord. 54 of 1942); (vi) the Companies Act, 1956 (1 of 1956); and (vii) any law corresponding to any of the aforesaid Acts or the Ordinances and in force— (A) in the merged territories or in a Part B State (other than the State of Jammu and Kashmir*), or any part thereof, before the extension thereto of the Indian Companies Act, 1913 (7 of 1913); or (B) in the State of Jammu and Kashmir*, or any part thereof, before the commencement of the Jammu and Kashmir (Extension of Laws) Act, 1956 (62 of 1956), in so far as banking, insurance and f inancial corporations are concerned, and before the commencement of the Central Laws (Extension to Jammu and Kashmir) Act, 1968 (25 of 1968), in so far as other corporations are concerned; (viii) the Portuguese Commercial Code, in so far as it relates to sociedades anonimas; and (ix) the Registration of Companies (Sikkim) Act, 1961 (Sikkim Act 8 of 1961); (68) “private company” means a company having a minimum paid-up share capital 1*** as may be prescribed, and which by its articles,— (i) restricts the right to transfer its shares; (ii) except in case of One Person Company, limits the number of its members to two hundred: Provided that where two or more persons hold one or more shares in a company jointly, they shall, for the purposes of this clause, be treated as a single member:
SECTION Section 594

Untitled Section

CHAPTER III PROSPECTUS AND ALLOTMENT OF SECURITIES
SECTION Section 595

Untitled Section

PART I.—Public offer
SECTION Section 623

Untitled Section

parties from the yield of securities or by reference to fluctuations in the value of securities; or (c) any agreement for, or with a view to obtaining credit facilities from any bank or financial institution, shall be liable for action under section 447.
SECTION Section 631

Untitled Section

PART II.—Private placement 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. (2) A private placement shall be made only to a select group of persons who have been identified by the Board (herein referred to as “identified persons”), whose number shall not exceed fifty or such higher number as may be prescribed [excluding the qualified institutional buyers and employees of the company being offered securities under a scheme of employees stock option in terms of prov isions of clause (b) of sub-section (1) of section 62], in a financial year subject to such conditions as may be prescribed. (3) A company making private placement shall issue private placement offer and application in such form and manner as may be presc ribed to identified persons, whose names and addresses are recorded by the company in such manner as may be prescribed: Provided that the private placement offer and application shall not carry any right of renunciation. Explanation I.—”private placement” means any offer or invitation to subscribe or issue of securities to a select group of persons by a company (other than by way of public offer) through private placement offer- cum-application, which satisfies the conditions specified in this section. Explanation II.—”qualified institutional buyer” means the qualified institutional buyer as defined in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended from time to time, made under the Se curities and Exchange Board of India Act, 1992, (15 of 1992). Explanation III.—If a company, listed or unlisted, makes an offer to allot or invites subscription, or allots, or enters into an agreement to allot, securities to more than the prescribed number of persons, whether the payment for the securities has been received or not or whether the company intends to list its securities or not on any recognised stock exchange in or outside India, the same shall be deemed to be an offer to the public and shall accordingly be governed by the provisions of Part I of this Chapter. (4) Every identified person willing to subscribe to the private placement issue shall apply in the private placement and application issued to such person alongwith subscription money pa id either by cheque or demand draft or other banking channel and not by cash: Provided that a company shall not utilise monies raised through private placement unless allotment is made and the return of allotment is filed with the Registrar in accordance with sub-section (8). (5) No fresh offer or invitation under this section shall be made unless the allotments with respect to any offer or invitation made earlier have been completed or that offer or invitation has been withdrawn or abandoned by the company: Provided that, subject to the maximum number of identified persons under sub-section (2), a company may, at any time, make more than one issue of securities to such class of identified persons as may be prescribed. (6) A company making an offer or invitation under this section shall allot its securities within sixty days from the date of receipt of the application money for such securities and if the company is not able to allot the securities within that period, it shall repay the application money to the subscribers within fifteen days from the expiry of sixty days and if the company fails to repay the application money within the aforesaid
SECTION Section 635

Untitled Section

CHAPTER IV SHARE CAPITAL AND DEBENTURES
SECTION Section 637

Untitled Section

articles of the company; 47 (iii) capital shall be deemed to be preference capital, notwithstanding that it is entitled to either or both of the following rights, namely:— (a) that in respect of dividends, in addition to the preferential rights to the amounts specified in sub-clause (a) of clause (ii), it has a right to participate, whethe r fully or to a limited extent, with capital not entitled to the preferential right aforesaid; (b) that in respect of capital, in addition to the preferential right to the repayment, on a winding up, of the amounts specified in sub -clause (b) of clause ( ii), it has a right to participate, whether fully or to a limited extent, with capital not entitled to that preferential right in any surplus which may remain after the entire capital has been repaid.
SECTION Section 685

Untitled Section

partly, shall be approved by a special resolution passed at a general meeting. (2) No company shall issue any debentures carrying any voting rights. (3) Secured debentures may be issued by a company subject to such terms and conditions as may be prescribed. (4) Where debentures are issued by a company under this section, the company shall create a debenture redemption reserve account out of the profits of the company avai lable for payment of dividend and the amount credited to such account shall not be utilised by the company except for the redemption of debentures. (5) No company shall issue a prospectus or make an offer or invitation to the public or to its members exceeding five hundred for the subscription of its debentures, unless the company has, before such issue or offer, appointed one or more debenture trustees and the conditions governing the appointment of such trustees shall be such as may be prescribed. (6) A debenture trustee shall take steps to protect the interests of the debenture-holders and redress their grievances in accordance with such rules as may be prescribed. (7) Any provision contained in a trust deed for securing the issue of debentures, or in any contract with the debenture-holders secured by a trust deed, shall be void in so far as it would have the effect of exempting a trustee thereof from, or indemnifying him against, any liability for breach of trust, where he fails to show the degree of care and due diligence required of him as a trustee, having regard to the provisions of the trust deed conferring on him any power, authority or discretion: Provided that the liability of the debenture trustee shall be subject to such exemptions as may be agreed upon by a majority of debenture-holders holding not less than three-fourths in value of the total debentures at a meeting held for the purpose. (8) A company shall pay interest and redeem the debentures in accordance with the terms and conditions of their issue. (9) Where at any time the debenture trustee comes to a conclusion that the assets of the company are insufficient or are likely to become in sufficient to discharge the principal amount as and when it becomes due, the debenture trustee may file a petition before the Tribunal and the Tribunal may, after hearing the 61 company and any other person interested in the matter, by order, impose such restrictions on the incurring of any further liabilities by the company as the Tribunal may consider necessa ry in the interests of the debenture-holders. (10) Where a company fails to redeem the debentures on the date of their maturity or fails to pay interest on the debentures when it is due, the Tribunal may, on the application of any or all of the debenture-holders, or debenture trustee and, after hearing the parties concerned, direct, by order, the company to redeem the debentures forth with on payment of principal and interest due thereon. 1* * * * * (12) A contract with the company to take up and pa y for any debentures of the company may be enforced by a decree for specific performance. (13) The Central Government may prescribe the procedure, for securing the issue of debentures, the form of debenture trust deed, the procedure for the debenture-holders to inspect the trust deed and to obtain copies thereof, quantum of debenture redemption reserve required to be created and such other matters.
SECTION Section 687

Untitled Section

CHAPTER V ACCEPTANCE OF DEPOSITS BY COMPANIES
SECTION Section 690

Untitled Section

partially, then, the deposits shall be termed as “unsecured deposits” and shall be so quoted in every circular, form, advertisement or in any document related to invitation or acceptance of deposits. (3) Every deposit accepted by a company under sub -section ( 2) shall be repaid with interest in accordance with the terms and conditions of the agreement referred to in that sub-section. (4) Where a company fails to repay the deposit or part thereof or any interest thereon under sub-section (3), the depositor concerned may apply to the Tribunal for an order directing the company to pay the sum due or for any loss or damage incurred by him as a result of such non -payment and for such other orders as the Tribunal may deem fit. (5) The deposit repayment reserve account referred to in clause (c) of sub-section (2) shall not be used by the company for any purpose other than repayment of deposits.
SECTION Section 692

Untitled Section

Chapter V and the rules made thereunder.] (2) The Tribunal may on an application made by the company, after considering the financial condition of the company, the amount of deposit or part thereof and the interest payable thereon and such other matters, allow further time as considered reasonable to the company to repay the deposit. (3) If a company fails to repay the deposit or part thereof or any interest thereon within the time specified in sub-section (1) or such further time as may be allowed by the Tribunal under sub -section (2), the company shall, in addition to the payment of the amount of deposit or part thereof and the interest due, be punishable with fine which shall not be less than one crore rupees but which may extend to ten crore rupees and every officer of the company who is in default shall be punishable with impriso nment which may extend to seven years or with fine which shall not be less than twenty-five lakh rupees but which may extend to two crore rupees, or with both.
SECTION Section 700

Untitled Section

CHAPTER VI REGISTRATION OF CHARGES
SECTION Section 721

Untitled Section

CHAPTER VII MANAGEMENT AND ADMINISTRATION
SECTION section 73

Untitled Section

section 73 or section 76 or rules made thereunder or such further time as may be allowed by the Tribunal under section73,— (a) the company shall, in addition to the payment of the amount of deposit or part thereof and the interest due, be punishable with fine which shall not be less than 2[one crore rupees or twice the amount of deposit accepted by the company, whichever is lower] but which may extend to ten crore rupees; and (b) every officer of th e company who is in default shall be punishable with imprisonment which may extend to 3[seven years and with fine] which shall not be less than twenty -five lakh rupees but which may extend to two crore rupees, 4***: Provided that if it is proved that the o fficer of the company who is in default, has contravened such provisions knowingly or wilfully with the intention to deceive the company or its shareholders or depositors or creditors or tax authorities, he shall be liable for action under section 447.]
SECTION Section 735

Untitled Section

particulars, in such manner and within such period of acquisition of the beneficial interest or rights and any change thereof, as may be prescribed: Provided that the Central Government may prescribe a class or classes of persons who shall not be required to make declaration under this sub-section. (2) Every company shall maintain a register of the interest declared by individuals under sub- section (1) and changes therein which shall include the name of individual, his date of birth, address, details of ownership in the company and such other details as may be prescribed. (3) The register maintained under sub -section (2) shall be open to inspection by any member of the company on payment of such fees as may be prescribed. (4) Every company shall file a return of significant beneficial owners of the company and changes therein with the Registrar containing names, addresses and other details as may be prescribed within such time, in such form and manner as may be prescribed. 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.] (5) A company shall give notice, in the prescribed manner, to any person (whether or not a member of the company) whom the company knows or has reasonable cause to believe— (a) to be a significant beneficial owner of the company; (b) to be having knowledge of the identity of a significant beneficial owner or another person likely to have such knowledge; or (c) to have been a significant beneficial owner of the company at any time during the three years immediately preceding the date on which the notice is issued, and who is not registered as a significant beneficial owner with the company as required under this section. (6) The information required by the notice under sub-section (5) shall be given by the concerned person within a period not exceeding thirty days of the date of the notice. (7) The company shall,— (a) where that person fails to give the company the information required by the notice within the time specified therein; or (b) where the information given is not satisfactory, apply to the Tribunal within a period of fifteen days of the expiry of the period specified in the notice, for an order directing that the shares in question be subject to restrictions with regard to transfer of interest, suspension of all rights attached to the shares and such other matters as may be prescribed. (8) On any application made under sub -section (7), the Tribunal may, after giving an opportunity of being heard to the parties concerned, make such order restricting the rights attached with the shares within a period of sixty days of receipt of application or such other period as may be prescribed. 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: Provided that if no such application has been filed within a period of one year from the date of the order under sub -section ( 8), such shares shall be transferred, without any restrictions, to the authority constituted under sub-section (5) of section 125, in such manner as may be prescribed;] 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
SECTION Section 785

Untitled Section

articles of a company, special notice is required of any resolution, not ice 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.
SECTION Section 80

Untitled Section

CHAPTERV ACCEPTANCE OF DEPOSITS BY COMPANIES
SECTION Section 801

Untitled Section

CHAPTER VIII DECLARATION AND PAYMENT OF DIVIDEND
SECTION Section 818

Untitled Section

CHAPTER IX ACCOUNTS OF COMPANIES
SECTION Section 85

Untitled Section

CHAPTER VI REGISTRATION OF CHARGES
SECTION Section 865

Untitled Section

CHAPTER X AUDIT AND AUDITORS
SECTION Section 877

Untitled Section

partnership incorporated under the Limited Liability Partnership Act, 2008 (6 of 2009). (5) Notwithstanding anything contained in sub -section (1), in the case of a Government company or any other company owned or controlled, directly or indirectly, by the Central Government, or by any State Government or Governments, or partly by the Central Government and partly by one or more State Governments, the Comptroller and Auditor-General of India shall, in respect of a financial year, appoint an auditor duly qualified to be appointed as an auditor of companies under this Act, within a period of one hundred and eighty days from the commencement of the financial year, who shall hold office till the conclusion of the annual general meeting. (6) Notwithstanding anything contained in sub-section (1), the first auditor of a company, other than a Government company, shall be appointed by the Board of Directors within thirty days from the date of registration of the company and in the case of failure of th e Board to appoint such auditor, it shall inform the members of the company, who shall within ninety days at an extraordinary general meeting appoint such auditor and such auditor shall hold office till the conclusion of the first annual general meeting.
SECTION Section 885

Untitled Section

Partnership Act, 2008 (6 of 2009); (b) an officer or employee of the company; (c) a person who is a partner, or who is in the employment, of an officer or employee of the company; (d) a person who, or his relative or partner— (i) is holding any security of or interest in the company or its subsidiary, or of its holding or associate company or a subsidiary of such holding company: Provided that the relative may hold security or interest in the company office value not exceeding one thousand rupees or such sum as may be prescribed; (ii) is indebted to the company, or its subsidiary, or its holding or associate company or a subsidiary of such holding company, in excess of such amount as may be prescribed; or (iii) has given a guarantee or provided any security in connection with the indebtedness of any third person to the company, or its subsidiary, or its holding or associate com pany or a subsidiary of such holding company, for such amount as may be prescribed; (e) a person or a firm who, whether directly or indirectly, has business relationship with the company, or its subsidiary, or its holding or associate company or subsidiary of such holding company or associate company of such nature as may be prescribed; (f) a person whose relative is a director or is in the employment of the company as a director or key managerial personnel; (g) a person who is in full time employment elsew here or a person or a partner of a firm holding appointment as its auditor, if such persons or partner is at the date of such appointment or reappointment holding appointment as auditor of more than twenty companies; (h) a person who has been convicted by a court of an offence involving fraud and a period of ten years has not elapsed from the date of such conviction; 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. Explanation.—For the purposes of this clause, the term “directly or indirectly” shall have the meaning assigned to it in the Explanation to section 144.] (4) Where a person appointed as an auditor of a company incurs any of the disqualifications mentioned in sub-section (3) after his appointment, he shall vacate his office as such auditor and such vacation shall be deemed to be a casual vacancy in the office of the auditor.
SECTION Section 900

Untitled Section

part of the business which concerns him as the auditor.
SECTION Section 906

Untitled Section

partners concerned of the audit firm and of the firm jointly and severally. 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.]
SECTION Section 908

Untitled Section

Chapter shall, so far as may be applicable, apply to a cost auditor appointed under this section and it shall be the duty of the company to give all assistance and facilities to the cost auditor appointed under this section for auditing the cost records of the company: Provided that the report on the audit of cost records shall be submitted by the 5[cost accountant] to the Board of Directors of the company.
SECTION Section 914

Untitled Section

CHAPTER XI APPOINTMENT AND QUALIFICATIONS OF DIRECTORS
SECTION Section 920

Untitled Section

participation in the Board and other meetings and profit related commission as may be approved by the members. 1[Provided that if a company has no profits or its profits are inadequate, an independent director may receive remuneration, exclusive of an y fees payable under sub -section ( 5) of section 197, in accordance with the provisions of Schedule V.] (10) Subject to the provisions of section 152, an independent director shall hold office for a term up to five consecutive years on the Board of a compan y, but shall be eligible for reappointment on passing of a special resolution by the company and disclosure of such appointment in the Board's report. (11) Notwithstanding anything contained in sub-section (10), no independent director shall hold office fo r more than two consecutive terms, but such independent director shall be eligible for appointment after the expiration of three years of ceasing to become an independent director: Provided that an independent director shall not, during the said period of three years, be appointed in or be associated with the company in any other capacity, either directly or indirectly. Explanation.—For the purposes of sub-sections (10) and (11), any tenure of an independent director on the date of commencement of this Act shall not be counted as a term under those sub-sections. (12) Notwithstanding anything contained in this Act,— (i) an independent director; (ii) a non-executive director not being promoter or key managerial personnel, shall be held liable, only in respect of such acts of omission or commission by a company which had occurred with his knowledge, attributable through Board processes, and with his consent or connivance or where he had not acted diligently. (13) The provisions of sub-sections (6) and (7) of section 152 in respect of retirement of directors by rotation shall not be applicable to appointment of independent directors.
SECTION Section 937

Untitled Section

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 app ointed 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. (2) The Board of Directors of a company may, if so authorised by its articles or by a resolution passed by the company in general meeting, appoint a person, not being a person holding any alternate directorship for any other director in the company 3[or holding directorship in the same company], to act as an alternate director for a director during his absence for a period of not less than three months from India: Provided that no person shall be appointed as an alternate director for an independent director unl ess he is qualified to be appointed as an independent director under the provisions of this Act: Provided further that an alternate director shall not hold office for a period longer than that permissible to the director in whose place he has been appointed and shall vacate the office if and when the director in whose place he has been appointed returns to India: Provided also that if the term of office of the original director is determined before he so returns to India, any provision for the automatic re-appointment of retiring directors in default of another appointment shall apply to the original, and not to the alternate director. (3) Subject to the articles of a company, the Board may appoint any person as a director nominated by any institution in pursuance of the provisions of any law for the time being in force or of any agreement or by the Central Government or the State Government by virtue of its shareholding in a Government company. (4) 4*** If the office of any director appointed by the company in general meeting is vacated before his term of office expires in the normal course, the resulting casual vacancy may, in default of and subject to any regulations in the articles of the company, be filled by the Board of Directors at a meeting of the Board 1[which shall be subsequently approved by members in the immediate next general meeting]:
SECTION Section 966

Untitled Section

CHAPTER XII MEETINGS OF BOARD AND ITS POWERS
SECTION Section 97

Untitled Section

CHAPTER VII MANAGEMENT AND ADMINISTRATION
SECTION Section 989

Untitled Section

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. (2) Every company shall disclose in its profits and loss account the total amount or amounts contributed by it to the Fund referred to in sub-section (1) during the financial year to which the amount relates.
SECTION 1.

Untitled Section

1.Short title, extent, commencement and application.
SECTION 2.

Untitled Section

2.Definitions.
SECTION 3.

Untitled Section

3.Formation of company. 3A. Members severally liable in certain cases.
SECTION 4.

Untitled Section

4.Memorandum.
SECTION 5.

Untitled Section

5.Articles.
SECTION 6.

Untitled Section

6.Act to override memorandum, articles, etc.
SECTION 7.

Untitled Section

7.Incorporation of company.
SECTION 8.

Untitled Section

8.Formation of companies with charitable objects, etc.
SECTION 9.

Untitled Section

9.Effect of registration.
SECTION 10.

Untitled Section

10.Effect of memorandum and articles. 10A. Commencement of business, etc.
SECTION 11.

Untitled Section

11.[Omitted.].
SECTION 12.

Untitled Section

12.Registered office of company.
SECTION 13.

Untitled Section

13.Alteration of memorandum.
SECTION 14.

Untitled Section

14.Alteration of articles.
SECTION 15.

Untitled Section

15.Alteration of memorandum or articles to be noted in every copy.
SECTION 16.

Untitled Section

16.Rectification of name of company.
SECTION 17.

Untitled Section

17.Copies of memorandum, articles, etc., to be given to members.
SECTION 18.

Untitled Section

18.Conversion of companies already registered.
SECTION 19.

Untitled Section

19.Subsidiary company not to hold shares in its holding company.
SECTION 20.

Untitled Section

20.Service of documents.
SECTION 21.

Untitled Section

21.Authentication of documents, proceedings and contracts.
SECTION 22.

Untitled Section

22.Execution of bills of exchange, etc.
SECTION 23.

Untitled Section

23.Public offer and private placement.
SECTION 24.

Untitled Section

24.Power of Securities and Exchange Board to regulate issue and transfer of securities, etc.
SECTION 25.

Untitled Section

25.Document containing offer of securities for sale to be deemed prospectus.
SECTION 26.

Untitled Section

26.Matters to be stated in prospectus.
SECTION 27.

Untitled Section

27.Variation in terms of contract or objects in prospectus.
SECTION 28.

Untitled Section

28.Offer of sale of shares by certain members of company.
SECTION 29.

Untitled Section

29.Public offer of securities to be in dematerialised form.
SECTION 30.

Untitled Section

30.Advertisement of prospectus.
SECTION 31.

Untitled Section

31.Shelf prospectus.
SECTION 32.

Untitled Section

32.Red herring prospectus.
SECTION 33.

Untitled Section

33.Issue of application forms for securities.
SECTION 34.

Untitled Section

34.Criminal liability for mis-statements in prospectus.
SECTION 35.

Untitled Section

35.Civil liability for mis-statements in prospectus. 2 SECTIONS
SECTION 36.

Untitled Section

36.Punishment for fraudulently inducing persons to invest money.
SECTION 37.

Untitled Section

37.Action by affected persons.
SECTION 38.

Untitled Section

38.Punishment for personation for acquisition, etc., of securities.
SECTION 39.

Untitled Section

39.Allotment of securities by company.
SECTION 40.

Untitled Section

40.Securities to be dealt with in stock exchanges.
SECTION 41.

Untitled Section

41.Global depository receipt.
SECTION 42.

Untitled Section

42.Issue of shares on private placement basis.
SECTION 43.

Untitled Section

43.Kinds of share capital.
SECTION 44.

Untitled Section

44.Nature of shares or debentures.
SECTION 45.

Untitled Section

45.Numbering of shares.
SECTION 46.

Untitled Section

46.Certificate of shares.
SECTION 47.

Untitled Section

47.Voting rights.
SECTION 48.

Untitled Section

48.Variation of shareholders’ rights.
SECTION 49.

Untitled Section

49.Calls on shares of same class to be made on uniform basis.
SECTION 50.

Untitled Section

50.Company to accept unpaid share capital, although not called up.
SECTION 51.

Untitled Section

51.Payment of dividend in proportion to amount paid-up.
SECTION 52.

Untitled Section

52.Application of premiums received on issue of shares.
SECTION 53.

Untitled Section

53.Prohibition on issue of shares at discount.
SECTION 54.

Untitled Section

54.Issues of sweat equity shares.
SECTION 55.

Untitled Section

55.Issue and redemption of preference shares.
SECTION 56.

Untitled Section

56.Transfer and transmission of securities.
SECTION 57.

Untitled Section

57.Punishment for personation of shareholder.
SECTION 58.

Untitled Section

58.Refusal of registration and appeal against refusal.
SECTION 59.

Untitled Section

59.Rectification of register of members.
SECTION 60.

Untitled Section

60.Publication of authorised, subscribed and paid-up capital.
SECTION 61.

Untitled Section

61.Power of limited company to alter its share capital.
SECTION 62.

Untitled Section

62.Further issue of share capital.
SECTION 63.

Untitled Section

63.Issue of bonus shares.
SECTION 64.

Untitled Section

64.Notice to be given to Registrar for alteration of share capital.
SECTION 65.

Untitled Section

65.Unlimited company to provide for reserve share capital on conversion into limited company.
SECTION 66.

Untitled Section

66.Reduction of share capital.
SECTION 67.

Untitled Section

67.Restrictions on purchase by company or giving of loans by it for purchase of its shares.
SECTION 68.

Untitled Section

68.Power of company to purchase its own securities.
SECTION 69.

Untitled Section

69.Transfer of certain sums to capital redemption reserve account.
SECTION 70.

Untitled Section

70.Prohibition for buy-back in certain circumstances.
SECTION 71.

Untitled Section

71.Debentures.
SECTION 72.

Untitled Section

72.Power to nominate.
SECTION 73.

Untitled Section

73.Prohibition on acceptance of deposits from public.
SECTION 74.

Untitled Section

74.Repayment of deposits, etc., accepted before commencement of this Act.
SECTION 75.

Untitled Section

75.Damages for fraud. 3 SECTIONS
SECTION 76.

Untitled Section

76.Acceptance of deposits from public by certain companies. 76A. Punishment for contravention of section 73 or section 76.
SECTION 77.

Untitled Section

77.Duty to register charges, etc.
SECTION 78.

Untitled Section

78.Application for registration of charge.
SECTION 79.

Untitled Section

79.Section 77 to apply in certain matters.
SECTION 80.

Untitled Section

80.Date of notice of charge.
SECTION 81.

Untitled Section

81.Register of charges to be kept by Registrar.
SECTION 82.

Untitled Section

82.Company to report satisfaction of charge.
SECTION 83.

Untitled Section

83.Power of Registrar to make entries of satisfaction and release in absence of intimation from company.
SECTION 84.

Untitled Section

84.Intimation of appointment of receiver or manager.
SECTION 85.

Untitled Section

85.Company’s register of charges.
SECTION 86.

Untitled Section

86.Punishment for contravention.
SECTION 87.

Untitled Section

87.Rectification by Central Government in Register of charges.
SECTION 88.

Untitled Section

88.Register of members, etc.
SECTION 89.

Untitled Section

89.Declaration in respect of beneficial interest in any share.
SECTION 90.

Untitled Section

90.Register of significant beneficial owners in a Company.
SECTION 91.

Untitled Section

91.Power to close register of members or debenture holders or other security holders.
SECTION 92.

Untitled Section

92.Annual return.
SECTION 93.

Untitled Section

93.[Omitted.].
SECTION 94.

Untitled Section

94.Place of keeping and inspection of registers, returns, etc.
SECTION 95.

Untitled Section

95.Registers, etc., to be evidence.
SECTION 96.

Untitled Section

96.Annual general meeting.
SECTION 97.

Untitled Section

97.Power of Tribunal to call annual general meeting.
SECTION 98.

Untitled Section

98.Power of Tribunal to call meetings of members, etc.
SECTION 99.

Untitled Section

99.Punishment for default in complying with provisions of sections 96 to 98.
SECTION 100.

Untitled Section

100.Calling of extraordinary general meeting.
SECTION 101.

Untitled Section

101.Notice of meeting.
SECTION 102.

Untitled Section

102.Statement to be annexed to notice.
SECTION 103.

Untitled Section

103.Quorum for meetings.
SECTION 104.

Untitled Section

104.Chairman of meetings.
SECTION 105.

Untitled Section

105.Proxies.
SECTION 106.

Untitled Section

106.Restriction on voting rights.
SECTION 107.

Untitled Section

107.Voting by show of hands.
SECTION 108.

Untitled Section

108.Voting through electronic means.
SECTION 109.

Untitled Section

109.Demand for poll.
SECTION 110.

Untitled Section

110.Postal ballot.
SECTION 111.

Untitled Section

111.Circulation of members’ resolution.
SECTION 112.

Untitled Section

112.Representation of President and Governors in meetings.
SECTION 113.

Untitled Section

113.Representation of corporations at meeting of companies and of creditors.
SECTION 114.

Untitled Section

114.Ordinary and special resolutions.
SECTION 115.

Untitled Section

115.Resolutions requiring special notice.
SECTION 116.

Untitled Section

116.Resolutions passed at adjourned meeting.
SECTION 117.

Untitled Section

117.Resolutions and agreements to be filed. 4 SECTIONS
SECTION 118.

Untitled Section

118.Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot.
SECTION 119.

Untitled Section

119.Inspection of minute-books of general meeting.
SECTION 120.

Untitled Section

120.Maintenance and inspection of documents in electronic form.
SECTION 121.

Untitled Section

121.Report on annual general meeting.
SECTION 122.

Untitled Section

122.Applicability of this Chapter to One Person Company.
SECTION 123.

Untitled Section

123.Declaration of dividend.
SECTION 124.

Untitled Section

124.Unpaid Dividend Account.
SECTION 125.

Untitled Section

125.Investor Education and Protection Fund.
SECTION 126.

Untitled Section

126.Right to dividend, rights shares and bonus shares to be held in abeyance pending registration of transfer of shares.
SECTION 127.

Untitled Section

127.Punishment for failure to distribute dividends.
SECTION 128.

Untitled Section

128.Books of account, etc., to be kept by company.
SECTION 129.

Untitled Section

129.Financial statement. 129A. Periodical financial results.
SECTION 130.

Untitled Section

130.Re-opening of accounts on court’s or Tribunal’s orders.
SECTION 131.

Untitled Section

131.Voluntary revision of financial statements or Board’s report.
SECTION 132.

Untitled Section

132.Constitution of National Financial Reporting Authority.
SECTION 133.

Untitled Section

133.Central Government to prescribe accounting standards
SECTION 134.

Untitled Section

134.Financial statement, Board’s report, etc.
SECTION 135.

Untitled Section

135.Corporate Social Responsibility.
SECTION 136.

Untitled Section

136.Right of member to copies of audited financial statement.
SECTION 137.

Untitled Section

137.Copy of financial statement to be filed with Registrar.
SECTION 138.

Untitled Section

138.Internal Audit.
SECTION 139.

Untitled Section

139.Appointment of auditors.
SECTION 140.

Untitled Section

140.Removal, resignation of auditor and giving of special notice.
SECTION 141.

Untitled Section

141.Eligibility, qualifications and disqualifications of auditors.
SECTION 142.

Untitled Section

142.Remuneration of auditors.
SECTION 143.

Untitled Section

143.Powers and duties of auditors and auditing standards.
SECTION 144.

Untitled Section

144.Auditor not to render certain services.
SECTION 145.

Untitled Section

145.Auditor to sign audit reports, etc.
SECTION 146.

Untitled Section

146.Auditors to attend general meeting.
SECTION 147.

Untitled Section

147.Punishment for contravention.
SECTION 148.

Untitled Section

148.Central Government to specify audit of items of cost in respect of certain companies.
SECTION 149.

Untitled Section

149.Company to have Board of Directors. 5 SECTIONS
SECTION 150.

Untitled Section

150.Manner of selection of independent directors and maintenance of data bank of independent directors.
SECTION 151.

Untitled Section

151.Appointment of director elected by small shareholders.
SECTION 152.

Untitled Section

152.Appointment of directors.
SECTION 153.

Untitled Section

153.Application for allotment of Director Identification Number.
SECTION 154.

Untitled Section

154.Allotment of Director Identification Number.
SECTION 155.

Untitled Section

155.Prohibition to obtain more than one Director Identification Number.
SECTION 156.

Untitled Section

156.Director to intimate Director Identification Number.
SECTION 157.

Untitled Section

157.Company to inform Director Identification Number to Registrar.
SECTION 158.

Untitled Section

158.Obligation to indicate Director Identification Number.
SECTION 159.

Untitled Section

159.Penalty for default of certain provisions.
SECTION 160.

Untitled Section

160.Right of persons other than retiring directors to stand for directorship.
SECTION 161.

Untitled Section

161.Appointment of additional director, alternate director and nominee director.
SECTION 162.

Untitled Section

162.Appointment of directors to be voted individually.
SECTION 163.

Untitled Section

163.Option to adopt principle of proportional representation for appointment of directors.
SECTION 164.

Untitled Section

164.Disqualifications for appointment of director.
SECTION 165.

Untitled Section

165.Number of directorships.
SECTION 166.

Untitled Section

166.Duties of directors.
SECTION 167.

Untitled Section

167.Vacation of office of director.
SECTION 168.

Untitled Section

168.Resignation of director.
SECTION 169.

Untitled Section

169.Removal of directors.
SECTION 170.

Untitled Section

170.Register of directors and key managerial personnel and their shareholding.
SECTION 171.

Untitled Section

171.Members’ right to inspect.
SECTION 172.

Untitled Section

172.Penalty.
SECTION 173.

Untitled Section

173.Meetings of Board.
SECTION 174.

Untitled Section

174.Quorum for meetings of Board.
SECTION 175.

Untitled Section

175.Passing of resolution by circulation.
SECTION 176.

Untitled Section

176.Defects in appointment of directors not to invalidate actions taken.
SECTION 177.

Untitled Section

177.Audit committee.
SECTION 178.

Untitled Section

178.Nomination and Remuneration Committee and Stakeholders Relationship Committee.
SECTION 179.

Untitled Section

179.Powers of Board.
SECTION 180.

Untitled Section

180.Restrictions on powers of Board.
SECTION 181.

Untitled Section

181.Company to contribute to bona fide and charitable funds, etc.
SECTION 182.

Untitled Section

182.Prohibitions and restrictions regarding political contributions.
SECTION 183.

Untitled Section

183.Power of Board and other persons to make contributions to national defence fund, etc.
SECTION 184.

Untitled Section

184.Disclosure of interest by director.
SECTION 185.

Untitled Section

185.Loan to directors, etc.
SECTION 186.

Untitled Section

186.Loan and investment by company.
SECTION 187.

Untitled Section

187.Investments of company to be held in its own name.
SECTION 188.

Untitled Section

188.Related party transactions.
SECTION 189.

Untitled Section

189.Register of contracts or arrangements in which directors are interested.
SECTION 190.

Untitled Section

190.Contract of employment with managing or whole-time directors.
SECTION 191.

Untitled Section

191.Payment to director for loss of office, etc., in connection with transfer of undertaking, property or shares.
SECTION 192.

Untitled Section

192.Restriction on non-cash transactions involving directors.
SECTION 193.

Untitled Section

193.Contract by One Person Company.
SECTION 194.

Untitled Section

194.[Omitted.].
SECTION 195.

Untitled Section

195.[Omitted.]. 6
SECTION 196.

Untitled Section

196.Appointment of managing director, whole-time director or manager.
SECTION 197.

Untitled Section

197.Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits.
SECTION 198.

Untitled Section

198.Calculation of profits.
SECTION 199.

Untitled Section

199.Recovery of remuneration in certain cases.
SECTION 200.

Untitled Section

200.Central Government or company to fix limit with regard to remuneration.
SECTION 201.

Untitled Section

201.Forms of, and procedure in relation to, certain applications.
SECTION 202.

Untitled Section

202.Compensation for loss of office of managing or whole-time director or manager.
SECTION 203.

Untitled Section

203.Appointment of key managerial personnel.
SECTION 204.

Untitled Section

204.Secretarial audit for bigger companies.
SECTION 205.

Untitled Section

205.Functions of company secretary.
SECTION 206.

Untitled Section

206.Power to call for information, inspect books and conduct inquiries.
SECTION 207.

Untitled Section

207.Conduct of inspection and inquiry.
SECTION 208.

Untitled Section

208.Report on inspection made.
SECTION 209.

Untitled Section

209.Search and seizure.
SECTION 210.

Untitled Section

210.Investigation into affairs of company.
SECTION 211.

Untitled Section

211.Establishment of Serious Fraud Investigation Office.
SECTION 212.

Untitled Section

212.Investigation into affairs of company by Serious Fraud Investigation Office.
SECTION 213.

Untitled Section

213.Investigation into company’s affairs in other cases.
SECTION 214.

Untitled Section

214.Security for payment of costs and expenses of investigation.
SECTION 215.

Untitled Section

215.Firm, body corporate or association not to be appointed as inspector.
SECTION 216.

Untitled Section

216.Investigation of ownership of company.
SECTION 217.

Untitled Section

217.Procedure, powers, etc., of inspectors.
SECTION 218.

Untitled Section

218.Protection of employees during investigation.
SECTION 219.

Untitled Section

219.Power of inspector to conduct investigation into affairs of related companies, etc.
SECTION 220.

Untitled Section

220.Seizure of documents by inspector.
SECTION 221.

Untitled Section

221.Freezing of assets of company on inquiry and investigation.
SECTION 222.

Untitled Section

222.Imposition of restrictions upon securities.
SECTION 223.

Untitled Section

223.Inspector’s report.
SECTION 224.

Untitled Section

224.Actions to be taken in pursuance of inspector’s report.
SECTION 225.

Untitled Section

225.Expenses of investigation.
SECTION 226.

Untitled Section

226.Voluntary winding up of company, etc., not to stop investigation proceedings.
SECTION 227.

Untitled Section

227.Legal advisers and bankers not to disclose certain information.
SECTION 228.

Untitled Section

228.Investigation, etc., of foreign companies.
SECTION 229.

Untitled Section

229.Penalty for furnishing false statement, mutilation, destruction of documents.
SECTION 230.

Untitled Section

230.Power to compromise or make arrangements with creditors and members.
SECTION 231.

Untitled Section

231.Power to Tribunal to enforce compromise or arrangement.
SECTION 232.

Untitled Section

232.Merger and amalgamation of companies.
SECTION 233.

Untitled Section

233.Merger or amalgamation of certain companies.
SECTION 234.

Untitled Section

234.Merger or amalgamation of company with foreign company. 7 SECTIONS
SECTION 235.

Untitled Section

235.Power to acquire shares of shareholders dissenting from scheme or contract approved by majority.
SECTION 236.

Untitled Section

236.Purchase of minority shareholding.
SECTION 237.

Untitled Section

237.Power of Central Government to provide for amalgamation of companies in public interest.
SECTION 238.

Untitled Section

238.Registration of offer of schemes involving transfer of shares.
SECTION 239.

Untitled Section

239.Preservation of books and papers of amalgamated companies.
SECTION 240.

Untitled Section

240.Liability of officers in respect of offences committed prior to merger, amalgamation, etc.
SECTION 241.

Untitled Section

241.Application to Tribunal for relief in cases of oppression, etc.
SECTION 242.

Untitled Section

242.Powers of Tribunal.
SECTION 243.

Untitled Section

243.Consequence of termination or modification of certain agreements.
SECTION 244.

Untitled Section

244.Right to apply under section 241.
SECTION 245.

Untitled Section

245.Class action.
SECTION 246.

Untitled Section

246.Application of certain provisions to proceedings under section 241 or section 245.
SECTION 247.

Untitled Section

247.Valuation by registered valuers.
SECTION 248.

Untitled Section

248.Power of Registrar to remove name of company from register of companies.
SECTION 249.

Untitled Section

249.Restrictions on making application under section 248 in certain situations.
SECTION 250.

Untitled Section

250.Effect of company notified as dissolved.
SECTION 251.

Untitled Section

251.Fraudulent application for removal of name.
SECTION 252.

Untitled Section

252.Appeal to Tribunal.
SECTION 253.

Untitled Section

253.[Omitted.].
SECTION 254.

Untitled Section

254.[Omitted.].
SECTION 255.

Untitled Section

255.[Omitted.].
SECTION 256.

Untitled Section

256.[Omitted.].
SECTION 257.

Untitled Section

257.[Omitted.].
SECTION 258.

Untitled Section

258.[Omitted.].
SECTION 259.

Untitled Section

259.[Omitted.].
SECTION 260.

Untitled Section

260.[Omitted.].
SECTION 261.

Untitled Section

261.[Omitted.].
SECTION 262.

Untitled Section

262.[Omitted.].
SECTION 263.

Untitled Section

263.[Omitted.].
SECTION 264.

Untitled Section

264.[Omitted.].
SECTION 265.

Untitled Section

265.[Omitted.].
SECTION 266.

Untitled Section

266.[Omitted.].
SECTION 267.

Untitled Section

267.[Omitted.].
SECTION 268.

Untitled Section

268.[Omitted.].
SECTION 269.

Untitled Section

269.[Omitted.]. 8
SECTION 270.

Untitled Section

270.Winding up by Tribunal.
SECTION 271.

Untitled Section

271.Circumstances in which company may be wound up by Tribunal.
SECTION 272.

Untitled Section

272.Petition for winding up.
SECTION 273.

Untitled Section

273.Powers of Tribunal.
SECTION 274.

Untitled Section

274.Directions for filing statement of affairs.
SECTION 275.

Untitled Section

275.Company Liquidators and their appointments.
SECTION 276.

Untitled Section

276.Removal and replacement of liquidator.
SECTION 277.

Untitled Section

277.Intimation to Company Liquidator, provisional liquidator and Registrar.
SECTION 278.

Untitled Section

278.Effect of winding up order.
SECTION 279.

Untitled Section

279.Stay of suits, etc., on winding up order.
SECTION 280.

Untitled Section

280.Jurisdiction of Tribunal.
SECTION 281.

Untitled Section

281.Submission of report by Company Liquidator.
SECTION 282.

Untitled Section

282.Directions of Tribunal on report of Company Liquidator.
SECTION 283.

Untitled Section

283.Custody of company’s properties.
SECTION 284.

Untitled Section

284.Promoters, directors, etc., to cooperate with Company Liquidator.
SECTION 285.

Untitled Section

285.Settlement of list of contributories and application of assets.
SECTION 286.

Untitled Section

286.Obligations of directors and managers.
SECTION 287.

Untitled Section

287.Advisory Committee.
SECTION 288.

Untitled Section

288.Submission of periodical reports to Tribunal.
SECTION 289.

Untitled Section

289.[Omitted.]
SECTION 290.

Untitled Section

290.Powers and duties of Company Liquidator.
SECTION 291.

Untitled Section

291.Provision for professional assistance to Company Liquidator.
SECTION 292.

Untitled Section

292.Exercise and control of Company Liquidator’s powers.
SECTION 293.

Untitled Section

293.Books to be kept by Company Liquidator.
SECTION 294.

Untitled Section

294.Audit of Company Liquidator’s accounts.
SECTION 295.

Untitled Section

295.Payment of debts by contributory and extent of set-off.
SECTION 296.

Untitled Section

296.Power of Tribunal to make calls.
SECTION 297.

Untitled Section

297.Adjustment of rights of contributories.
SECTION 298.

Untitled Section

298.Power to order costs.
SECTION 299.

Untitled Section

299.Power to summon persons suspected of having property of company, etc.
SECTION 300.

Untitled Section

300.Power to order examination of promoters, directors, etc.
SECTION 301.

Untitled Section

301.Arrest of person trying to leave India or abscond.
SECTION 302.

Untitled Section

302.Dissolution of company by Tribunal.
SECTION 303.

Untitled Section

303.Appeals from orders made before commencement of Act. [Omitted.].
SECTION 304.

Untitled Section

304.[Omitted.].
SECTION 305.

Untitled Section

305.[Omitted.].
SECTION 306.

Untitled Section

306.[Omitted.].
SECTION 307.

Untitled Section

307.[Omitted.].
SECTION 308.

Untitled Section

308.[Omitted.].
SECTION 309.

Untitled Section

309.[Omitted.].
SECTION 310.

Untitled Section

310.[Omitted.].
SECTION 311.

Untitled Section

311.[Omitted.].
SECTION 312.

Untitled Section

312.[Omitted.].
SECTION 313.

Untitled Section

313.[Omitted.]. 9 SECTIONS
SECTION 314.

Untitled Section

314.[Omitted.].
SECTION 315.

Untitled Section

315.[Omitted.].
SECTION 316.

Untitled Section

316.[Omitted.].
SECTION 317.

Untitled Section

317.[Omitted.].
SECTION 318.

Untitled Section

318.[Omitted.].
SECTION 319.

Untitled Section

319.[Omitted.].
SECTION 320.

Untitled Section

320.[Omitted.].
SECTION 321.

Untitled Section

321.[Omitted.].
SECTION 322.

Untitled Section

322.[Omitted.].
SECTION 323.

Untitled Section

323.[Omitted.].
SECTION 324.

Untitled Section

324.Debts of all descriptions to be admitted to proof.
SECTION 325.

Untitled Section

325.[Omitted.]
SECTION 326.

Untitled Section

326.Overriding preferential payments.
SECTION 327.

Untitled Section

327.Preferential payments.
SECTION 328.

Untitled Section

328.Fraudulent preference.
SECTION 329.

Untitled Section

329.Transfers not in good faith to be void.
SECTION 330.

Untitled Section

330.Certain transfers to be void.
SECTION 331.

Untitled Section

331.Liabilities and rights of certain persons fraudulently preferred.
SECTION 332.

Untitled Section

332.Effect of floating charge.
SECTION 333.

Untitled Section

333.Disclaimer of onerous property.
SECTION 334.

Untitled Section

334.Transfers, etc., after commencement of winding up to be void.
SECTION 335.

Untitled Section

335.Certain attachments, executions, etc., in winding up by Tribunal to be void.
SECTION 336.

Untitled Section

336.Offences by officers of companies in liquidation.
SECTION 337.

Untitled Section

337.Penalty for frauds by officers.
SECTION 338.

Untitled Section

338.Liability where proper accounts not kept.
SECTION 339.

Untitled Section

339.Liability for fraudulent conduct of business.
SECTION 340.

Untitled Section

340.Power of Tribunal to assess damages against delinquent directors, etc.
SECTION 341.

Untitled Section

341.Liability under sections 339 and 340 to extend to partners or directors in firms or companies.
SECTION 342.

Untitled Section

342.Prosecution of delinquent officers and members of company.
SECTION 343.

Untitled Section

343.Company Liquidator to exercise certain powers subject to sanction.
SECTION 344.

Untitled Section

344.Statement that company is in liquidation.
SECTION 345.

Untitled Section

345.Books and papers of company to be evidence.
SECTION 346.

Untitled Section

346.Inspection of books and papers by creditors and contributories.
SECTION 347.

Untitled Section

347.Disposal of books and papers of company.
SECTION 348.

Untitled Section

348.Information as to pending liquidations.
SECTION 349.

Untitled Section

349.Official Liquidator to make payments into public account of India.
SECTION 350.

Untitled Section

350.Company Liquidator to deposit monies into scheduled bank.
SECTION 351.

Untitled Section

351.Liquidator not to deposit monies into private banking account.
SECTION 352.

Untitled Section

352.Company Liquidation Dividend and Undistributed Assets Account.
SECTION 353.

Untitled Section

353.Liquidator to make returns, etc.
SECTION 354.

Untitled Section

354.Meetings to ascertain wishes of creditors or contributories.
SECTION 355.

Untitled Section

355.Court, tribunal or person, etc., before whom affidavit may be sworn.
SECTION 356.

Untitled Section

356.Power of Tribunal to declare dissolution of company void.
SECTION 357.

Untitled Section

357.Commencement of winding up by Tribunal.
SECTION 358.

Untitled Section

358.Exclusion of certain time in computing period of limitation. 10
SECTION 359.

Untitled Section

359.Appointment of Official Liquidator.
SECTION 360.

Untitled Section

360.Powers and functions of Official Liquidator.
SECTION 361.

Untitled Section

361.Summary procedure for liquidation.
SECTION 362.

Untitled Section

362.Sale of assets and recovery of debts due to company.
SECTION 363.

Untitled Section

363.Settlement of claims of creditors by Official Liquidator.
SECTION 364.

Untitled Section

364.Appeal by creditor.
SECTION 365.

Untitled Section

365.Order of dissolution of company.
SECTION 366.

Untitled Section

366.Companies capable of being registered.
SECTION 367.

Untitled Section

367.Certificate of registration of existing companies.
SECTION 368.

Untitled Section

368.Vesting of property on registration.
SECTION 369.

Untitled Section

369.Saving of existing liabilities.
SECTION 370.

Untitled Section

370.Continuation of pending legal proceedings.
SECTION 371.

Untitled Section

371.Effect of registration under this Part.
SECTION 372.

Untitled Section

372.Power of Court to stay or restrain proceedings.
SECTION 373.

Untitled Section

373.Suits stayed on winding up order.
SECTION 374.

Untitled Section

374.Obligations of companies registering under this Part.
SECTION 375.

Untitled Section

375.Winding up of unregistered companies.
SECTION 376.

Untitled Section

376.Power to wind up foreign companies although dissolved.
SECTION 377.

Untitled Section

377.Provisions of Chapter cumulative.
SECTION 378.

Untitled Section

378.Saving and construction of enactments conferring power to wind up partnership firm, association or company, etc., in certain cases.
SECTION 379.

Untitled Section

379.Application of Act to foreign companies.
SECTION 380.

Untitled Section

380.Documents, etc., to be delivered to Registrar by foreign companies.
SECTION 381.

Untitled Section

381.Accounts of foreign company.
SECTION 382.

Untitled Section

382.Display of name, etc., of foreign company.
SECTION 383.

Untitled Section

383.Service on foreign company.
SECTION 384.

Untitled Section

384.Debentures, annual return, registration of charges, books of account and their inspection.
SECTION 385.

Untitled Section

385.Fee for registration of documents.
SECTION 386.

Untitled Section

386.Interpretation.
SECTION 387.

Untitled Section

387.Dating of prospectus and particulars to be contained therein.
SECTION 388.

Untitled Section

388.Provisions as to expert’s consent and allotment.
SECTION 389.

Untitled Section

389.Registration of prospectus.
SECTION 390.

Untitled Section

390.Offer of Indian Depository Receipts.
SECTION 391.

Untitled Section

391.Application of sections 34 to 36 and Chapter XX.
SECTION 392.

Untitled Section

392.Punishment for contravention.
SECTION 393.

Untitled Section

393.Company’s failure to comply with provisions of this Chapter not to affect validity of contracts, etc. 13
SECTION 394.

Untitled Section

394.Annual reports on Government companies.
SECTION 395.

Untitled Section

395.Annual reports where one or more State Governments are members of companies.
SECTION 396.

Untitled Section

396.Registration offices.
SECTION 397.

Untitled Section

397.Admissibility of certain documents as evidence.
SECTION 398.

Untitled Section

398.Provisions relating to filing of applications, documents, inspection, etc., in electronic form.
SECTION 399.

Untitled Section

399.Inspection, production and evidence of documents kept by Registrar.
SECTION 400.

Untitled Section

400.Electronic form to be exclusive, alternative or in addition to physical form.
SECTION 401.

Untitled Section

401.Provision of value added services through electronic form.
SECTION 402.

Untitled Section

402.Application of provisions of Information Technology Act, 2000.
SECTION 403.

Untitled Section

403.Fee for filing, etc.
SECTION 404.

Untitled Section

404.Fees, etc., to be credited into public account.
SECTION 405.

Untitled Section

405.Power of Central Government to direct companies to furnish information or statistics.
SECTION 406.

Untitled Section

406.Provision relating to Nidhis and its application, etc.
SECTION 407.

Untitled Section

407.Definitions.
SECTION 408.

Untitled Section

408.Constitution of National Company Law Tribunal.
SECTION 409.

Untitled Section

409.Qualification of President and Members of Tribunal.
SECTION 410.

Untitled Section

410.Constitution of Appellate Tribunal.
SECTION 411.

Untitled Section

411.Qualifications of Chairperson and members of Appellate Tribunal.
SECTION 412.

Untitled Section

412.Selection of Members of Tribunal and Appellate Tribunal.
SECTION 413.

Untitled Section

413.Term of office of President, Chairperson and other Members.
SECTION 414.

Untitled Section

414.Salary, allowances and other terms and conditions of service of Members.
SECTION 415.

Untitled Section

415.Acting President and Chairperson of Tribunal or Appellate Tribunal.
SECTION 416.

Untitled Section

416.Resignation of Members.
SECTION 417.

Untitled Section

417.Removal of Members. 417A. Qualifications, terms and conditions of service of Chairperson and Member.
SECTION 418.

Untitled Section

418.Staff of Tribunal and Appellate Tribunal.
SECTION 419.

Untitled Section

419.Benches of Tribunal.
SECTION 420.

Untitled Section

420.Orders of Tribunal.
SECTION 421.

Untitled Section

421.Appeal from orders of Tribunal.
SECTION 422.

Untitled Section

422.Expeditious disposal by Tribunal and Appellate Tribunal.
SECTION 423.

Untitled Section

423.Appeal to Supreme Court.
SECTION 424.

Untitled Section

424.Procedure before Tribunal and Appellate Tribunal.
SECTION 425.

Untitled Section

425.Power to punish for contempt. 14 SECTIONS
SECTION 426.

Untitled Section

426.Delegation of powers.
SECTION 427.

Untitled Section

427.President, Members, officers, etc., to be public servants.
SECTION 428.

Untitled Section

428.Protection of action taken in good faith.
SECTION 429.

Untitled Section

429.Power to seek assistance of Chief Metropolitan Magistrate, etc.
SECTION 430.

Untitled Section

430.Civil court not to have jurisdiction.
SECTION 431.

Untitled Section

431.Vacancy in Tribunal or Appellate Tribunal not to invalidate acts or proceedings.
SECTION 432.

Untitled Section

432.Right to legal representation.
SECTION 433.

Untitled Section

433.Limitation.
SECTION 434.

Untitled Section

434.Transfer of certain pending proceedings.
SECTION 435.

Untitled Section

435.Establishment of Special Courts.
SECTION 436.

Untitled Section

436.Offences triable by Special Courts.
SECTION 437.

Untitled Section

437.Appeal and revision.
SECTION 438.

Untitled Section

438.Application of Code to proceedings before Special Court.
SECTION 439.

Untitled Section

439.Offences to be non-cognizable.
SECTION 440.

Untitled Section

440.Transitional provisions.
SECTION 441.

Untitled Section

441.Compounding of certain offences.
SECTION 442.

Untitled Section

442.Mediation and Conciliation Panel.
SECTION 443.

Untitled Section

443.Power of Central Government to appoint company prosecutors.
SECTION 444.

Untitled Section

444.Appeal against acquittal.
SECTION 445.

Untitled Section

445.Compensation for accusation without reasonable cause.
SECTION 446.

Untitled Section

446.Application of fines. 446A. Factors for determining level of punishment. 446B. Lesser penalties for certain companies.
SECTION 447.

Untitled Section

447.Punishment for fraud.
SECTION 448.

Untitled Section

448.Punishment for false statement.
SECTION 449.

Untitled Section

449.Punishment for false evidence.
SECTION 450.

Untitled Section

450.Punishment where no specific penalty or punishment is provided.
SECTION 451.

Untitled Section

451.Punishment in case of repeated default.
SECTION 452.

Untitled Section

452.Punishment for wrongful withholding of property.
SECTION 453.

Untitled Section

453.Punishment for improper use of “Limited” or “Private Limited”.
SECTION 454.

Untitled Section

454.Adjudication of penalties. 454A. Penalty for repeated default.
SECTION 455.

Untitled Section

455.Dormant company.
SECTION 456.

Untitled Section

456.Protection of action taken in good faith.
SECTION 457.

Untitled Section

457.Non-disclosure of information in certain cases.
SECTION 458.

Untitled Section

458.Delegation by Central Government of its powers and functions.
SECTION 459.

Untitled Section

459.Powers of Central Government of Tribunal to accord approval, etc., subject to conditions and to prescribe fees on applications.
SECTION 460.

Untitled Section

460.Condonation of delay in certain cases.
SECTION 461.

Untitled Section

461.Annual report by Central Government.
SECTION 462.

Untitled Section

462.Power to exempt class or classes of companies from provisions of this Act.
SECTION 463.

Untitled Section

463.Power of court to grant relief in certain cases.
SECTION 464.

Untitled Section

464.Prohibition of association or partnership of persons exceeding certain number.
SECTION 465.

Untitled Section

465.Repeal of certain enactments and savings.
SECTION 466.

Untitled Section

466.Dissolution of Company Law Board and consequential provisions.
SECTION 467.

Untitled Section

467.Power of Central Government to amend Schedules.
SECTION 468.

Untitled Section

468.Power of Central Government to make rules relating to winding up. 15 SECTIONS
SECTION 469.

Untitled Section

469.Power of Central Government to make rules.
SECTION 470.

Untitled Section

470.Power to remove difficulties. SCHEDULE I. SCHEDULE II. SCHEDULE III. SCHEDULE IV. SCHEDULE V. SCHEDULE VI. SCHEDULE VII. 16 THE COMPANIES ACT, 2013 ACT NO. 18 OF 2013 [29th August, 2013.] An Act to consolidate and amend the law relating to companies. BE it enacted by Parliament in the Sixty-fourth Year of the Republic of India as follows:—