SECTIONS | COMPANIES ACT, 1956 |
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| Preamble |
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| PART I : PRELIMINARY |
1. | Short title, commencement and extent |
2. | Definitions |
2-A. | Interpretation of certain words and expressions |
3. | Definitions of "company", "existing company", "private company" and "public company" |
4. | Meaning of "holding company" and "subsidiary" |
4-A. | Public financial institutions |
5. | Meaning of "officer who is in default" |
6. | Meaning of "relative" |
7. | Interpretation of "person in accordance with whose directions or instructions directors are accustomed to act" |
8. | Power of Central Government to declare an establishment not to be a branch office |
9. | Act to override memorandum, articles, etc. |
10. | Jurisdiction of Courts |
10-A. | [Repealed] |
10-B. | [Repealed] |
10-C. | [Repealed] |
10-D. | [Repealed] |
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| PART IA : BOARD OF COMPANY LAW ADMINISTRATION |
10-E. | Constitution of Board of Company Law Administration |
10-F. | Appeals against the order of the Company Law Board |
10-FA. | Dissolution of Company Law Board |
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| PART IB : NATIONAL COMPANY LAW TRIBUNAL |
10-FB. | Constitution of National Company Law Tribunal |
10-FC. | Composition of Tribunal |
10-FD. | Qualifications for appointment of President and Members |
10-FE. | Term of office of President and Members |
10-FF. | Financial and administrative powers of Member Administration |
10-FG. | Salary, allowances and other terms and conditions of service of President, and other Members |
10-FH. | Vacancy in Tribunal |
10-FI | Resignation of President and Member |
10-FJ. | Removal and suspension of President or Member |
10-FK. | Officers and employees of Tribunal |
10-FL. | Benches of Tribunal |
10-FM. | Order of Tribunal |
10-FN. | Power to review |
10-FO. | Delegation of powers |
10-FP. | Power to seek assistance of Chief Metropolitan Magistrate and District Magistrate |
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| PART IC : APPELLATE TRIBUNAL |
10-FQ. | Appeal from order of Tribunal |
10-FR. | Constitution of Appellate Tribunal |
10-FS. | Vacancy in Appellate Tribunal, etc. |
10-FT. | Term of office of Chairperson and Members |
10-FU. | Designation of Chairperson and Members |
10-FV. | Removal and suspension of Chairperson and Members of Appellate Tribunal |
10-FW. | Salary, allowances and other terms and conditions of service of Chairperson and Members |
10-FX. | Selection Committee |
10-FY. | Chairperson etc., to be public servants |
10-FZ. | Protection of action taken in good faith |
10-FZA. | Procedure and powers of Tribunal and Appellate Tribunal |
10-G. | Power to punish for contempt |
10-GA. | Staff of Appellate Tribunal |
10-GB. | Civil Court not to have jurisdiction |
10-GC. | Vacancy in Tribunal or Appellate Tribunal not to invalidate acts or proceedings |
10-GD. | Right to legal representation |
10-GE. | Limitation |
10-GF. | Appeal to Supreme Court |
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| PART II : INCORPORATION OF COMPANY AND MATTERS INCIDENTAL THERETO |
| Certain companies, associations and partnerships to be registered as companies under Act |
11. | Prohibition of associations and partnerships exceeding certain number |
| Memorandum of Association |
12. | Mode of forming incorporated company |
13. | Requirements with respect to memorandum |
14. | Form of memorandum |
15. | Printing and signature of memorandum |
15-A. | Special provision as to alteration of memorandum consequent on alteration of name of State of Madras |
15-B. | Special provision as to alteration of memorandum consequent on alteration of name of State of Mysore |
16. | Alteration of memorandum |
17. | Special resolution and confirmation by Company Law Board required for alteration of memorandum |
17-A. | Change of registered office within a State |
18. | Alteration to be registered within three months |
19. | Effect of failure to register |
| Provisions with respect to names of companies |
20. | Companies not to be registered with undesirable names |
21. | Change of name by company |
22. | Rectification of name of company |
23. | Registration of change of name and effect thereof |
24. | Change of name of existing private limited companies |
25. | Power to dispense with "Limited" in name of charitable or other company |
| Articles of Association |
26. | Articles prescribing regulations |
27. | Regulations required in case of unlimited company, company limited by guarantee or private company limited by shares |
28. | Adoption and application of Table A in the case of companies limited by shares |
29. | Form of articles in the case of other companies |
30. | Form and signature of articles |
31. | Alteration of articles by special resolution |
| Change of registration of companies |
32. | Registration of unlimited company as limited, etc. |
| General provisions with respect to memorandum and articles |
33. | Registration of memorandum and articles |
34. | Effect of registration |
35. | Conclusiveness of certificate of incorporation |
36. | Effect of memorandum and articles |
37. | Provision as to companies limited by guarantee |
38. | Effect of alteration in memorandum or articles |
39. | Copies of memorandum and articles, etc., to be given to members |
40. | Alteration of memorandum or articles, etc., to be noted in every copy |
| Membership of company |
41. | Definition of "member" |
42. | Membership of holding company |
| Private companies |
43. | Consequences of default in complying with conditions constituting a company a private company |
43-A. | Private company to become public company in certain cases |
44. | Prospectus or statement in lieu of prospectus to be filed by private company on ceasing to be private company |
| Reduction of number of members below legal minimum |
45. | Members severally liable for debts where business carried on with fewer than seven, or in the case of a private company, two members |
| Contracts and deeds, investments, seal, etc. |
46. | Form of contracts |
47. | Bills of exchange and promissory notes |
48. | Execution of deeds |
49. | Investments of company to be held in its own name |
50. | Power for company to have official seal for use outside India |
| Service of documents |
51. | Service of documents on company |
52. | Service of documents on Registrar |
53. | Service of documents on members by company |
| Authentication of documents and proceedings |
54. | Authentication of documents and proceedings |
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| PART III : PROSPECTUS AND ALLOTMENT, AND OTHER MATTERS RELATING TO ISSUE OF SHARES OR DEBENTURES |
| Prospectus |
55. | Dating of prospectus |
55-A. | Powers of Securities and Exchange Board of India |
56. | Matters to be stated and reports to be set out in prospectus |
57. | Expert to be unconnected with formation or management of company |
58. | Expert's consent to issue of prospectus containing statement by him |
58-A. | Deposits not to be invited without issuing an advertisement |
58-AA. | Small depositors |
58AAA. | Default in acceptance or refund of deposits to be cognizable |
58-B. | Provisions relating to prospectus to apply to advertisement |
59. | Penalty and interpretation |
60. | Registration of prospectus |
60-A. | Filing of shelf prospectus |
60-B. | Information memorandum |
61. | Terms of contract mentioned in prospectus or statement in lieu of prospectus, not to be varied |
62. | Civil liability for mis-statements in prospectus |
63. | Criminal liability for mis-statements in prospectus |
64. | Document containing offer of shares or debentures for sale to be deemed prospectus |
65. | Interpretation of provisions relating to prospectuses |
66. | Newspaper advertisements of prospectus |
67. | Construction of references to offering shares or debentures to the public, etc. |
68. | Penalty for fraudulently inducing persons to invest money |
68-A. | Personation for acquisition, etc., of shares |
68-B. | Initial offer of securities to be in dematerialised form in certain cases |
| Allotment |
69.. | Prohibition of allotment unless minimum subscription received |
70. | Prohibition of allotment in certain cases unless statement in lieu of prospectus delivered to Registrar |
71. | Effect of irregular allotment |
72. | Applications for, and allotment of, shares and debentures |
73. | Allotment of shares and debentures to be dealt in on stock exchange |
74. | Manner of reckoning fifth, eighth and tenth days in sections 72 and 73 |
75. | Return as to allotments |
| Commissions and discounts |
76. | Power to pay certain commissions and prohibition of payment of all other commissions, discounts, etc. |
77. | Restrictions on purchase by company, or loans by company for purchase, of its own or its holding company's shares |
77-A. | Power of company to purchase its own securities |
77-AA. | Transfer of certain sums to capital redemption reserve account |
77-B. | Prohibition for buy-back in certain circumstances |
| Issue of shares at premium and discount |
78. | Application of premiums received on issue of shares |
79. | Power to issue shares at a discount |
79-A. | Issue of sweat equity shares |
| Issue and redemption of preference shares |
80. | Power to issue redeemable preference shares |
80-A. | Redemption of irredeemable preference shares, etc. |
| Further issue of capital |
81. | Further issue of capital |
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| PART IV : SHARE CAPITAL AND DEBENTURES |
| Nature, numbering and certificate of shares |
82. | Nature of shares or debentures |
83. | Numbering of shares |
84. | Certificate of shares |
| Kinds of share capital |
85. | Two kinds of share capital |
86. | New issues of share capital to be only of two kinds |
87. | Voting rights |
88. | [Repealed] |
89. | Termination of disproportionately excessive voting rights in existing companies |
90. | Savings |
| Miscellaneous provisions as to share capital |
91. | Calls on shares of same class to be made on uniform basis |
92. | Power of company to accept unpaid share capital, although not called up |
93. | Payment of dividend in proportion to amount paid-up |
94. | Power of limited company to alter its share capital |
94-A. | Share capital to stand increased where an order is made under section 81(4) |
95. | Notice to Registrar of consolidation of share capital, conversion of shares into stock, etc. |
96. | Effect of conversion of shares into stock |
97. | Notice of increase of share capital or of members |
98. | Power of unlimited company to provide for reserve share capital on registration |
99. | Reserve liability of limited company |
| Reduction of share capital |
100. | Special resolution for reduction of share capital |
101. | Application to court for confirming order, objections by creditors, and settlement of list of objecting creditors |
102. | Order confirming reduction and powers of court on making such order |
103. | Registration of order and minute of reduction |
104. | Liability of members in respect of reduced shares |
105. | Penalty for concealing name of creditor, etc. |
| Variation of shareholder’s rights |
106. | Alteration of rights of holders of special classes of shares |
107. | Rights of dissentient shareholders |
| Transfer of shares and debentures |
108. | Transfer not to be registered except on production of instrument of transfer |
108-A. | Restriction on acquisition of certain shares |
108-B. | Restriction on transfer of shares |
108-C. | Restriction on the transfer of shares of foreign companies |
108-D. | Power of Central Government to direct companies not to give effect to the transfer |
108-E. | Time within which refusal to be communicated |
108-F. | Nothing in sections 108A to 108D to apply to Government Companies, etc. |
108-G. | Applicability of the provisions of sections 108A to 108F |
108-H. | Construction of certain expressions used in sections 108A to 108G |
108-I. | Penalty for acquisition or transfer of share in contravention of sections 108A to 108D |
109. | Transfer by legal representative |
109-A. | Nomination of shares |
109-B. | Transmission of shares |
110. | Application for transfer |
111. | Power to refuse registration and appeal against refusal |
111-A. | Rectification of register on transfer |
112. | Certification of transfers |
| Issue of certificate of shares, etc. |
113. | Limitation of time for issue of certificates |
| Share warrants |
114. | Issue and effect of share warrants to bearer |
115. | Share warrants and entries in register of members |
| Penalty for personation of shareholder |
116. | Penalty for personation of shareholder |
| Special prvisions as to debentures |
117. | Debentures with voting rights not to be issued hereafter |
117-A. | Debenture trust deed |
117-B. | Appointment of debenture trustees and duties of debenture trustees |
117-C. | Liability of company to create security and debenture redemption reserve |
118. | Right to obtain copies of and inspect trust deed |
119. | Liability of trustees for debenture-holders |
120. | Perpetual debentures |
121. | Power to re-issue redeemed debentures in certain cases |
122. | Specific performance of contract to subscribe for debentures |
123. | Payments of certain debts out of assets subject to floating charge in priority to claims under the charge |