1. Short title, extent, commencement and appl…2 2. Definitions.40 3. Formation of company.1 3A. Members severally liable in certain cases.4. Memorandum.1 5. Articles.2 6. Act to override memorandum, articles, etc.7. Incorporation of company.3 8. Formation of companies with charitable obj…3 9. Effect of registration.1 10. Effect of memorandum and articles.1 10A. Commencement of business, etc.11. [Omitted].12. Registered office of company.13. Alteration of memorandum.14. Alteration of articles.3 15. Alteration of memorandum or articles to be…16. Rectification of name of company.17. Copies of memorandum, articles, etc., to b…18. Conversion of companies already registered…19. Subsidiary company not to hold shares in i…1 20. Service of documents.1 21. Authentication of documents, proceedings a…22. Execution of bills of exchange, etc.23. Public offer and private placement.24. Power of Securities and Exchange Board to …25. Document containing offer of securities fo…26. Matters to be stated in prospectus.27. Variation in terms of contract or objects …1 28. Offer of sale of shares by certain members…29. Public offer of securities to be in demate…30. Advertisement of prospectus.31. Shelf prospectus.32. Red herring prospectus.33. Issue of application forms for securities 34. Criminal liability for mis-statements in p…35. Civil liability for mis-statements in pros…36. Punishment for fraudulently inducing perso…37. Action by affected persons.38. Punishment for personation for acquisition…39. Allotment of securities by company.1 40. Securities to be dealt with in stock excha…41. Global depository receipt.42. Issue of shares on private placement basis…43. Kinds of share capital.44. Nature of shares or debentures.45. Numbering of shares 46. Certificate of shares.47. Voting rights1 48. Variation of shareholders‘ rights2 49. Calls on shares of same class to be made o…50. Company to accept unpaid share capital, al…51. Payment of dividend in proportion to amoun…52. Application of premiums received on issue …53. Prohibition on issue of shares at discount…54. Issues of sweat equity shares 55. Issue and redemption of preference shares.3 56. Transfer and transmission of securities.1 57. Punishment for personation of shareholder.58. Refusal of registration and appeal against…3 59. Rectification of register of members.1 60. Publication of authorised, subscribed and …61. Power of limited company to alter its shar…62. Further issue of share capital.63. Issue of bonus shares 64. Notice to be given to Registrar for altera…65. Unlimited company to provide for reserve s…66. Reduction of share capital.3 67. Restrictions on purchase by company or giv…68. Power of company to purchase its own secur…69. Transfer of certain sums to capital redemp…70. Prohibition for buy-back in certain circum…71. Debentures5 72. Power to nominate.1 73. Prohibition on acceptance of deposits from…74. Repayment of deposits, etc., accepted befo…75. Damages for fraud.76. Acceptance of deposits from public by cert…76A. Punishment for contravention of section 73…77. Duty to register charges, etc2 78. Application for registration of charge 79. Section 77 to apply in certain matters.80. Date of notice of charge.81. Register of charges to be kept by Registra…82. Company to report satisfaction of charge 83. Power of Registrar to make entries of sati…84. Intimation of appointment of receiver or m…85. Company‘s register of charges.86. Punishment for contravention.87. Rectification by Central Government in Reg…88. Register of members, etc.1 89. Declaration in respect of beneficial inter…2 90. Register of significant beneficial owners …1 91. Power to close register of members or debe…92. Annual return.93. Omitted.94. Place of keeping and inspection of registe…95. Registers, etc., to be evidence.1 96. Annual general meeting.97. Power of Tribunal to call annual general m…98. Power of Tribunal to call meetings of memb…99. Punishment for default in complying with p…100. Calling of extraordinary general meeting.1 101. Notice of meeting.102. Statement to be annexed to notice 103. Quorum for meetings2 104. Chairman of meetings.105. Proxies 106. Restriction on voting rights.107. Voting by show of hands.1 108. Voting through electronic means.1 109. Demand for poll.110. Postal ballot.111. Circulation of members‘ resolution.112. Representation of President and Governors …113. Representation of corporations at meeting …1 114. Ordinary and special resolutions.115. Resolutions requiring special notice 116. Resolutions passed at adjourned meeting 117. Resolutions and agreements to be filed.118. . Minutes of proceedings of general meetin…119. Inspection of minute-books of general meet…120. Maintenance and inspection of documents in…121. Report on annual general meeting.122. Applicability of this Chapter to One Perso…123. Declaration of dividend1 124. Unpaid Dividend Account 125. Investor Education and Protection Fund.126. Right to dividend, rights shares and bonus…127. Punishment for failure to distribute divid…128. Books of account, etc., to be kept by comp…2 129. Financial statement.2 129A. Periodical financial results.130. Re-opening of accounts on court‘s or Tribu…2 131. Voluntary revision of financial statements…132. Constitution of National Financial Reporti…133. Central Government to prescribe accounting…2 134. Financial statement, Board‘s report, etc.2 135. Corporate Social Responsibility4 136. Right of member to copies of audited finan…137. Copy of financial statement to be filed wi…138. Internal Audit.139. Appointment of auditors 140. Removal, resignation of auditor and giving…1 141. Eligibility, qualifications and disqualifi…142. Remuneration of auditors.143. Powers and duties of auditors and auditing…1 144. Auditor not to render certain services.145. Auditor to sign audit reports, etc.146. Auditors to attend general meeting.147. Punishment for contravention.148. Central Government to specify audit of ite…149. Company to have Board of Directors2 150. Manner of selection of independent directo…1 151. Appointment of director elected by small s…1 152. Appointment of directors1 153. Application for allotment of Director Iden…154. Allotment of Director Identification Numbe…1 155. Prohibition to obtain more than one Direct…156. Director to intimate Director Identificati…157. Company to inform Director Identification …158. Obligation to indicate Director Identifica…159. Penalty for default of certain provisions 160. Right of persons other than retiring direc…161. Appointment of additional director, altern…162. Appointment of directors to be voted indiv…163. Option to adopt principle of proportional …1 164. Disqualifications for appointment of direc…3 165. Number of directorships.166. Duties of directors.3 167. Vacation of office of director.168. Resignation of director.169. Removal of directors 170. Register of directors and key managerial p…171. Members‘ right to inspect.172. Penalty.173. Meetings of Board.174. Quorum for meetings of Board1 175. Passing of resolution by circulation 176. Defects in appointment of directors not to…177. Audit committee.178. Nomination and Remuneration Committee and …179. Powers of Board.180. Restrictions on powers of Board.181. Company to contribute to bona fide and cha…182. Prohibitions and restrictions regarding po…2 183. Power of Board and other persons to make c…184. Disclosure of interest by director.185. Loan to directors, etc1 186. Loan and investment by company2 187. Investments of company to be held in its o…188. Related party transactions.189. Register of contracts or arrangements in w…190. Contract of employment with managing or wh…191. Payment to director for loss of office, et…192. Restriction on non-cash transactions invol…193. Contract by One Person Company.194. Prohibition on forward dealings in securit…195. Prohibition on insider trading of securiti…196. Appointment of managing director, whole-ti…197. Overall maximum managerial remuneration an…198. Calculation of profits 199. Recovery of remuneration in certain cases 200. Central Government or company to fix limit…201. Forms of, and procedure in relation to, ce…1 202. Compensation for loss of office of managin…203. Appointment of key managerial personnel.204. Secretarial audit for bigger companies 205. Functions of company secretary.206. Power to call for information, inspect boo…1 207. Conduct of inspection and inquiry.208. Report on inspection made.209. Search and seizure.210. Investigation into affairs of company.1 211. Establishment of Serious Fraud Investigati…2 212. Investigation into affairs of company by S…7 213. Investigation into company‘s affairs in ot…214. Security for payment of costs and expenses…215. Firm, body corporate or association not to…216. Investigation of ownership of company.217. Procedure, powers, etc., of inspectors.1 218. Protection of employees during investigati…219. Power of inspector to conduct investigatio…1 220. Seizure of documents by inspector 221. Freezing of assets of company on inquiry a…222. Imposition of restrictions upon securities…223. Inspector‘s report.224. Actions to be taken in pursuance of inspec…225. Expenses of investigation 226. Voluntary winding up of company, etc., not…227. Legal advisers and bankers not to disclose…228. Investigation, etc., of foreign companies.229. Penalty for furnishing false statement, mu…230. Power to compromise or make arrangements w…10 231. Power to Tribunal to enforce compromise or…232. Merger and amalgamation of companies.233. Merger or amalgamation of certain companie…1 234. Merger or amalgamation of company with for…235. Power to acquire shares of shareholders di…1 236. Purchase of minority shareholding.237. Power of Central Government to provide for…238. Registration of offer of schemes involving…1 239. Preservation of books and papers of amalga…240. Liability of officers in respect of offenc…241. Application to Tribunal for relief in case…10 242. Powers of Tribunal.5 243. Consequence of termination or modification…244. Right to apply under section 241.2 245. Class action1 246. Application of certain provisions to proce…247. Valuation by registered valuers.1 248. Power of Registrar to remove name of compa…249. Restrictions on making application under s…250. Effect of company notified as dissolved.251. Fraudulent application for removal of name 252. Appeal to Tribunal.253. Determination of sickness2 254. Application for revival and rehabilitation 255. Exclusion of certain time in computing per…1 256. Appointment of interim administrator.257. Committee of creditors.258. Order of Tribunal.259. Appointment of administrator 260. Powers and duties of company administrator…261. Scheme of revival and rehabilitation.262. Sanction of scheme 263. Scheme to be binding 264. Implementation of scheme 265. Winding up of company on report of company…266. Power of Tribunal to assess damages agains…267. Punishment for certain offences.268. Bar of jurisdiction1 269. Rehabilitation and Insolvency Fund.270. Modes of winding up.1 271. Circumstances in which company may be woun…5 272. Petition for winding up.1 273. Powers of Tribunal.1 274. Directions for filing statement of affairs 275. Company Liquidators and their appointments 276. Removal and replacement of liquidator 277. Intimation to Company Liquidator, provisio…278. Effect of winding up order.2 279. Stay of suits, etc., on winding up order.2 280. Jurisdiction of Tribunal.2 281. Submission of report by Company Liquidator 282. Directions of Tribunal on report of Compan…283. Custody of company‘s properties 284. Promoters, directors, etc., to cooperate w…285. Settlement of list of contributories and a…286. Obligations of directors and managers.287. Advisory Committee.288. Submission of periodical reports to Tribun…289. Power of Tribunal on application for stay …290. Powers and duties of Company Liquidator.2 291. Provision for professional assistance to C…292. Exercise and control of Company Liquidator…1 293. Books to be kept by Company Liquidator 294. Audit of Company Liquidator‘s accounts.295. Payment of debts by contributory and exten…296. Power of Tribunal to make calls.297. Adjustment of rights of contributories.298. Power to order costs.299. Power to summon persons suspected of havin…300. Power to order examination of promoters, d…301. Arrest of person trying to leave India or …302. Dissolution of company by Tribunal.303. Appeals from orders made before commenceme…304. Circumstances in which company may be woun…305. Declaration of solvency in case of proposa…306. Meeting of creditors.307. Publication of resolution to wind up volun…308. Commencement of voluntary winding up.309. Effect of voluntary winding up.310. Appointment of Company Liquidator.311. Power to remove and fill vacancy of Compan…312. Notice of appointment of Company Liquidato…313. Cesser of Board‘s powers on appointment of…314. Powers and duties of Company Liquidator in…315. Appointment of committees.316. Company Liquidator to submit report on pro…317. Report of Company Liquidator to Tribunal f…318. Final meeting and dissolution of company 319. Power of Company Liquidator to accept shar…320. Distribution of property of company 321. Arrangement when binding on company and cr…322. Power to apply to Tribunal to have questio…323. Costs of voluntary winding up.324. Debts of all descriptions to be admitted t…1 325. Application of insolvency rules in winding…1 326. Overriding preferential payments.8 327. Preferential payments.2 328. Fraudulent preference2 329. Transfers not in good faith to be void 330. Certain transfers to be void.331. Liabilities and rights of certain persons …332. Effect of floating charge.333. Disclaimer of onerous property.334. Transfers, etc., after commencement of win…335. Certain attachments, executions, etc., in …336. Offences by officers of companies in liqui…337. Penalty for frauds by officers.1 338. Liability where proper accounts not kept 339. Liability for fraudulent conduct of busine…1 340. Power of Tribunal to assess damages agains…341. Liability under sections 339 and 340 to ex…342. Prosecution of delinquent officers and mem…343. Company Liquidator to exercise certain pow…344. Statement that company is in liquidation.345. Books and papers of company to be evidence…346. Inspection of books and papers by creditor…347. Disposal of books and papers of company 348. Information as to pending liquidations.349. Official Liquidator to make payments into …350. Company Liquidator to deposit monies into …351. Liquidator not to deposit monies into priv…352. Company Liquidation Dividend and Undistrib…353. Liquidator to make returns, etc.354. Meetings to ascertain wishes of creditors …355. Court, tribunal or person, etc., before wh…356. Power of Tribunal to declare dissolution o…1 357. Commencement of winding up by Tribunal.358. Exclusion of certain time in computing per…359. Appointment of Official Liquidator 360. Powers and functions of Official Liquidato…361. Summary procedure for liquidation.362. Sale of assets and recovery of debts due t…363. Settlement of claims of creditors by Offic…364. Appeal by creditor 365. Order of dissolution of company 366. Companies capable of being registered 367. Certificate of registration of existing co…368. Vesting of property on registration.369. Saving of existing liabilities 370. Continuation of pending legal proceedings.371. Effect of registration under this Part.372. Power of Court to stay or restrain proceed…373. Suits stayed on winding up order 374. Obligations of companies registering under…375. Winding up of unregistered companies 376. Power to wind up foreign companies althoug…377. Provisions of Chapter cumulative 378. Saving and construction of enactments conf…378-I. Amendment of articles.378-O. Number of directors.378A. Definitions 378B. Objects of producer company.378C. Formation of Producer Company and its regi…378D. Membership and voting rights of Members of…378E. Benefits to Members.378F. Memorandum of Producer Company.378G. Articles of association.378H. Amendment of memorandum.378J. Option to inter-State co-operative societi…378K. Effect of incorporation of Producer Compan…378L. Vesting of undertaking in Producer Company…378M. Concession, etc., to be deemed to have bee…378N. Provisions in respect of officers and othe…378P. Appointment of directors.378Q. Vacation of office by directors.378R. Powers and functions of Board.378S. Matters to be transacted at general meetin…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.378Z-I. General and other reserves.378Z-O. Disputes.378ZA. Annual general meetings.378ZB. Share capital.378ZC. Special user rights.378ZD. Transferability of shares and attendant ri…378ZE. Books of account 378ZF. Internal audit.378ZG. Duties of auditor under this Chapter 378ZH. Donation or subscription by Producer Compa…378ZJ. Issue of bonus shares.378ZK. Loan, etc., to Members.378ZL. Investment in other companies, formation o…378ZM. Penalty for contravention.378ZN. Amalgamation, merger or division, etc., to…378ZP. Strike off name of Producer Company.378ZQ. Provisions of this Chapter to override oth…378ZR. Application of provisions relating to priv…378ZS. Re-conversion of Producer Company to inter…378ZT. Power to modify Act in its application to …378ZU. Power to make rules.379. Application of Act to foreign companies 380. Documents, etc., to be delivered to Regist…381. Accounts of foreign company.382. Display of name, etc., of foreign company 383. Service on foreign company.384. Debentures, annual return, registration of…385. Fee for registration of documents.386. Interpretation 387. Dating of prospectus and particulars to be…388. Provisions as to expert‘s consent and allo…389. Registration of prospectus.390. Offer of India Depository Receipts 391. Application of sections 34 to 36 and Chapt…1 392. Punishment for contravention 393. Company‘s failure to comply with provision…394. Annual reports on Government companies.395. Annual reports where one or more State Gov…396. Registration offices.397. Admissibility of certain documents as evid…398. Provisions relating to filing of applicati…399. Inspection, production and evidence of doc…400. Electronic form to be exclusive, alternati…401. Provision of value added services through …402. Application of provisions of Information T…403. Fee for filing, etc 404. Fees, etc., to be credited into public acc…405. Power of Central Government to direct comp…406. Provision relating to Nidhis and its appli…1 407. Definitions 408. Constitution of National Company Law Tribu…11 409. Qualification of President and Members of …2 410. Constitution of Appellate Tribunal.411. Qualifications of Chairperson and members …1 412. Selection of Members of Tribunal and Appel…2 413. Term of office of President, Chairperson a…1 414. Salary, allowances and other terms and con…415. Acting President and Chairperson of Tribun…416. Resignation of Members.417. Removal of Members.1 417A. Qualifications, terms and conditions of se…418. Staff of Tribunal and Appellate Tribunal 418A. Benches of Appellate Tribunal.419. Benches of Tribunal.4 420. Orders of Tribunal.8 421. Appeal from orders of Tribunal10 422. Expeditious disposal by Tribunal and Appel…423. Appeal to Supreme Court.4 424. Procedure before Tribunal and Appellate Tr…1 425. Power to punish for contempt.426. Delegation of powers 427. President, Members, officers, etc., to be …428. Protection of action taken in good faith.429. Power to seek assistance of Chief Metropol…430. Civil court not to have jurisdiction.2 431. Vacancy in Tribunal or Appellate Tribunal …432. Right to legal representation.1 433. Limitation.5 434. Transfer of certain pending proceedings8 435. Establishment of Special Courts1 436. Offences triable by Special Courts.1 437. Appeal and revision.438. Application of Code to proceedings before …439. Offences to be non-cognizable.2 440. Transitional provisions.441. Compounding of certain offences.442. Mediation and Conciliation Panel.443. Power of Central Government to appoint com…444. Appeal against acquittal.445. Compensation for accusation without reason…446. Application of fines.446A. Factors for determining level of punishmen…446B. Lesser penalties for One Person Companies …447. Punishment for fraud6 448. Punishment for false statement.2 449. Punishment for false evidence.450. Punishment where no specific penalty or pu…451. Punishment in case of repeated default 452. Punishment for wrongful withholding of pro…453. Punishment for improper use of ―Limited‖ o…454. Adjudication of penalties.454A. Penalty for repeated default.455. Dormant company.456. Protection of action taken in good faith.457. Non-disclosure of information in certain c…458. Delegation by Central Government of its po…459. Power of Central Government of Tribunal to…460. Condonation of delay in certain cases 461. Annual report by Central Government 462. Power to exempt class or classes of compan…463. Power of court to grant relief in certain …464. Prohibition of association or partnership …465. Repeal of certain enactments and savings.1 466. Dissolution of Company Law Board and conse…467. Power of Central Government to amend Sched…468. Power of Central Government to make rules …469. Power of Central Government to make rules.3 470. Power to remove difficulties.

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263. Scheme to be binding

0 judgments cite this provision SC

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

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