(Act no. 1 of 1956)
Table of Contents

Preamble.

Section 1.
Short title, commencement and extent.

Section 2.
Definitions.

Section 2a.
Interpretation of certain words and expressions.

Section 3.
Definitions of "company", existing company, "private company" and "public company".

Section 4.
Meaning of "holding company" and "subsidiary". Section 4a. Public financial institutions.

Section 5.
Meaning of "officer who is in default".

Section 6.
Meaning of "relative".

Section 7.
Interpretation of "person in accordance with whose directions or instructions.

Section 8.
Power of central government to declare an establishment not to be a branch office.

Section 9.
Act to override memorandum, articles, etc.

Section 10.
Jurisdiction of courts.

Section 10a.
Constitution of tribunal.

Section 10b.
Procedure of tribunal.

Section 10c.
Powers of tribunal.

Section 10d.
Appeals against decisions, etc. , of the tribunal.

Section 10e.
Constitution of board of company law administration.

Section 10f.
Appeals against the orders of the company law board.

Section 11.
Prohibition of associations and partnerships exceeding certain number.

Section 12.
Mode of forming incorporated company.

Section 13.
Requirements with respect to memorandum.

Section 14.
Form of memorandum.

Section 15.
Printing and signature of memorandum.

Section 15a.
Special provision as to alteration of memorandum consequent on alteration of name of state of Madras.

Section 15b.
Special provision as to alteration of memorandum consequent on alteration of name of state of Mysore.

Section 16.
Alteration of memorandum.

Section 17.
Special resolution and confirmation by company law board required for alteration of memorandom.

Section 18.
Alteration to be registered within three months.

Section 19.
Effect of failure to register.

Section 20.
Companies not to be registered with undesirable names.

Section 21.
Change of name by company.

Section 22.
Rectification of name of company.

Section 23.
Registration of change of name and effect thereof.

Section 24.
Change of name of existing private limited companies.

Section 25.
Power to dispense with "limited" in name of charitable or other company.

Section 26.
Articles prescribing regulations.

Section 27.
Regulations required in case of unlimited company, company limited by

Section 28.
Adoption and application of table a in the case of companies limited b

Section 29.
Form of articles in the case of other companies.

Section 30.
Form and signature of articles.

Section 31.
Alteration of articles by special resolution.

Section 32.
Registration of unlimited company as limited, etc.

Section 33.
Registration of memorandum and articles.

Section 34.
Effect of registration.

Section 35.
Conclusiveness of certificate of incorporation.

Section 36.
Effect of memorandum and articles.

Section 37.
Provision as to companies limited by guarantee.

Section 38.
Effects of alteration in memorandum or articles.

Section 39.
Copies of memorandum and articles, etc. , to be given to members.

Section 40.
Alteration of memorandum or articles, etc. , to be noted in every copy.

Section 41.
Definition of "member".

Section 42.
Membership of holding company.

Section 43.
Consequences of default in complying with conditions constituting a company a private company.

Section 43a.
Private company to become public company in certain cases.

Section 44.
Prospectus or statement in lieu of prospectus to be filed by private company on ceasing to be private company.

Section 45.
Members severally liable for debts where business carried on with fewer than seven memebers.

Section 46.
Form of contracts.

Section 47.
Bills of exchange and promissory notes.

Section 48.
Execution of deeds.

Section 49.
Investments of company to be held in its own name.

Section 50.
Power for company to have official seal for use outside India.

Section 51.
Service of documents on company.

Section 52.
Service of documents on registrar.

Section 53.
Service of documents on members by company.

Section 54.
Authentication of documents and proceedings.

Section 55.
Dating of prospectus.

Section 56.
Matters to be stated and reports to be set out in prospectus.

Section 57.
Expert to be unconnected with formation or management of company.

Section 58.
Expert's consent to issue of prospectus containing statement by him.

Section 58a.
Deposits not to be invited without issuing an advertisement.

Section 58b.
Provisions relating to prospectus to apply to advertisement.

Section 59.
Penalty and interpretation.

Section 60.
Registration of prospectus.

Section 61.
Terms of contract mentioned in prospectus or statement in lieu of prospectus, not to be varied.

Section 62.
Civil liability for mis-statements in prospectus.

Section 63.
Criminal liability for mis-statements in prospectus.

Section 64.
Document containing offer of shares or debentures for sale to be deemed prospectus.

Section 65.
Interpretation of provision relating to prospectuses.

Section 66.
Newspaper advertisements of prospectus.

Section 67.
Construction of references to offering shares or debentures to the public, etc.

Section 68.
Penalty for fraudulently inducing persons to invest money.

Section 68a.
Personation for acquisition, etc. , of shares.

Section 69.
Prohibition of allotment unless minimum subscription received.

Section 70.
Prohibition of allotment in certain cases unless statement in lieu of prospectus delivered to registrar.

Section 71.
Effect of irregular allotment.

Section 72.
Applications for, and allotment of, shares and debentures.

Section 73.
Allotment of shares and debentures to be dealt in on stock exchange.

Section 74.
Manner of reckoning fifth, eighth and tenth days in Sections 72 and 73.

Section 75.
Return as to allotments.

Section 76.
Power to pay certain commission and prohibition of payment of all other commissons, discounts etc.

Section 77.
Restrictions on purchase by company, or loans by company for purchase, of its own or its holding
company's shares.

Section 77a.
Power of company to purchase its own securitie.

Section 77aa.
Transfer of certain sums to capital redemption reserve account.

Section 77b.
Prohibition for buy-back in certain circumstances.

Section 141.
Rectification by company law board of register of charges.

Section 142.
Penalties.

Section 143.
Company's register of charges.

Section 144.
Right to inspect copies of instruments creating charges and company's register of charges.

Section 145.
Application of part to charges requiring registration under it but not under previous law.

Section 146.
Registered office of company.

Section 147.
Publication of name by company.

Section 148.
Publication of authorised as well as subscribed and paid-up capital.

Section 149.
Restrictions on commencement of business.

Section 150.
Register of members.

Section 151.
Index to members.

Section 152.
Register and index of debenture holders.

Section 152A.
Register and index of beneficial owners to be of debenture holder.

Section 153.
Trusts not to be entered on register.

Section 153A.
Appointment of public trustee.

Section 153B.
Declaration as to shares and debentures held in trust.

Section 154.
Power to close register of members or debenture holders.

Section 155.
Power of court to rectify register of members. - omitted by the companies act.

Section 156.
Notice to registrar of rectification of register. - omited by the companies act.

Section 157.
Power for company to keep foreign register of members or debenture holders.

Section 158.
Provisions as to foreign registers.

Section 159.
Annual return to be made by company having a share capital.

Section 160.
Annual return to be made by company not having a share capital.

Section 161.
Further provisions regarding annual return and certificate to be annexed thereto.

Section 162.
Penalty and interpretation. Section 163. Place of keeping, and inspection of, register and returns.

Section 164.
Registers, etc. , to be evidence.

Section 165.
Statutory meeting and statutory report of company.

Section 166.
Annual general meeting.

Section 167.
Power of company law board to call annual general meeting.

Section 168.
Penalty for default in complying with Section 166 or 167.

Section 169.
Calling of extraordinary general meeting on requisition.

Section 170.
Sections 171 to 186 to apply to meetings.

Section 171.
Length of notice for calling meeting.

Section 172.
Contents and manner of service of notice and persons on whom it is to be served.

Section 173.
Explanatory statement to be annexed to notice.

Section 174.
Quorum for meeting.

Section 175.
Chairman of meeting.

Section 176.
Proxies.

Section 177.
Voting to be by show of hands in first instance.

Section 178.
Chairman's declaration of result of voting by show of hands to be conclusive.

Section 179.
Demand for poll.

Section 180.
Time of taking poll.

Section 181.
Restriction on exercise of voting right of members who have not paid calls, etc.

Section 182.
Restrictions on exercise of voting right in other cases to be void.

Section 183.
Right of member to use his votes differently.

Section 184.
Scrutineers at poll.

Section 185.
Manner of taking poll and result thereof.

Section 186.
Power of company law board to order meeting to be called.

Section 187.
Representation of corporations at meetings of companies and of creditors.

Section 187A.
Representation of the president and governors in meetings of companies which they are members.

Section 187B.
Exercise of voting rights in respect of shares held in trust.

Section 187C.
Declaration by persons not holding beneficial interest in any share.

Section 187D.
Investigation of beneficial ownership of shares in certain cases.

Section 188.
Circulation of members' resolutions.

Section 189.
Ordinary and special resolutions.

Section 190.
Resolutions requiring special notice.

Section 191.
Resolutions passed at adjourned meetings.

Section 192.
Registration of certain resolutions and agreements.

Section 193.
Minutes of proceedings of general meetings and of board and other meetings.

Section 194.
Minutes to be evidence.

Section 195.
Presumptions to be drawn where minutes duly drawn and signed.

Section 196.
Inspection of minute books of general meetings.

Section 197.
Publication of reports of proceedings of general meetings.

Section 197A.
Company not to appoint or employ certain different categories of managerial personnel at the same time.

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

Section 199.
Calculation of commission, etc. , in certain cases.

Section 200.
Prohibition of tax-free payments.

Section 201.
Avoidance of provisions relieving liability of officers and auditors of company.

Section 202.
Undischarged insolvent not to manage companies.

Section 203.
Power to restrain fraudulent persons from managing companies .

Section 204.
Restriction on appointment of firm or body corporate to office or place of profit under a company.

Section 204A.
Restrictions on the appointment of former managing agents or secretaries and treasurers to any office.

Section 205.
Dividend to be paid only out of profits.

Section 205A.
Unpaid dividend to be transferred to special dividend account.

Section 205B.
Payment of unpaid or unclaimed dividend.

Section 205C.
Establishment of investor education and protection fund.

Section 206.
Dividend not to be paid except to registered shareholders or to their order or to their bankers.

Section 206A.
Right to dividend, rights shares and bonus shares to be held in abeyance pending registration of transfer of shares.

Section 207.
Penalty for failure to distribute dividends within forty-two days.

Section 208.
Power of company to pay interest out of capital in certain cases.

Section 209.
Books of account to be kept by company.

Section 209A.
Inspection of books of account, etc. , of companies.

Section 210.
Annual accounts and balance sheet.

Section 210A.
Constitution of national advisory committee on accounting standards.

Section 211.
Form and contents of balance sheet and profit and loss account.

Section 212.
Balance sheet of holding company to include certain particulars as to its subsidiaries.

Section 213.
Financial year of holding company and subsidiary.

Section 214.
Rights of holding company's representatives and members.

Section 215.
Authentication of balance sheet and profit and loss account.

Section 216.
Profit and loss account to be annexed and auditors' report to be attached to balance sheet.

Section 217.
Board's report.

Section 218.
Penalty for improper issue, circulation or publication of balance sheet or profit and loss account.

Section 219.
Right of member to copies of balance sheet and auditors' report.

Section 220.
Three copies of balance sheet, etc. , to be filed with registrar.

Section 221.
Duty of officer to make disclosure of payments, etc.

Section 222.
Construction of references to documents annexed to accounts.

Section 223.
Certain companies to publish statement in the form in table f in schedule1.

Section 224.
Appointment and remuneration of auditors.

Section 238.
Firm, body corporate or association not to be appointed as inspector.

Section 239.
Power of inspectors to carry investigation into affairs of related companies etc.

Section 240.
Production of documents and evidence.

Section 240A.
Seizure of documents by inspector.

Section 241.
Inspector's report.

Section 242.
Prosecution.

Section 243.
Application for winding up of company or an order under Section 397 or 398.

Section 244.
Proceedings for recovery of damages or property.

Section 245.
Expenses of investigation.

Section 246.
Inspectors' report to be evidence.

Section 247.
Investigation of ownership of company.

Section 248.
Information regarding persons having an interest in company.

Section 249.
Investigation of associateship with managing agents, etc.

Section 250.
Imposition of restrictions upon shares and debentures and prohibition of transfer of shares ordebentures in certain cases.

Section 250A.
Voluntary winding up of company, etc. , not to stop investigation proceedings.

Section 251.
Saving for legal advisers and bankers.

Section 252.
Minimum number of directors.

Section 253.
Only individuals to be directors.

Section 254.
Subscribers of memorandum deemed to be directors.

Section 255.
Appointment of directors and proportion of those who are to retire by rotation.

Section 256.
Ascertainment of directors retiring by rotation and filling of vacancies.

Section 257.
Right of persons other than retiring directors to stand for directorship.

Section 258.
Right of company to increase or reduce the number of directors.

Section 259.
Increase in number of directors to require government sanction.

Section 260.
Additional directors.

Section 261.
Certain persons not to be appointed directors, except by special resolution.

Section 262.
Filling of casual vacancies among directors.

Section 263.
Appointment of directors to be voted on individually.

Section 263A.
Sections 177, 255, 256 and 263 not to apply in relation to companies not carrying business for
profits, etc.

Section 264.
Consent of candidate for directorship to be filed with the company.

Section 265.
Option to company to adopt proportional representation for the appointment of directors.

Section 266.
Restrictions on appointment or advertisement of director.

Section 267.
Certain persons not to be appointed managing directors.

Section 268.
Amendment of provision relating to managing, whole-time or non-rotational directors to require government approval.

Section 269.
Appointment of managing or whole-time director or manager to require Government approval only in certain cases.

Section 270.
Time within which share qualification is to be obtained and maximum amount thereof.

Section 271.
Filing of declaration of share qualification by director.

Section 272.
Penalty.

Section 273.
Saving.

Section 274.
Disqualifications of directors.

Section 275.
No person to be a director of more than twenty companies.

Section 276.
Choice to be made by director of more than twenty companies at commencement of Act.

Section 277.
Choice by person becoming director of more than twenty companies after commencement of Act.

Section 278.
Exclusion of certain directorships for the purposes of Section 275, 277.

Section 279.
Penalty.

Section 280.
Age limit.

Section 281.
Age limit not to apply if company so resolves.

Section 282.
Duty of director to disclose age.

Section 283.
Vacation of office by directors.

Section 284.
Removal of directors.

Section 285.
Board to meet at least once in every three calendar months.

Section 286.
Notice of meetings.

Section 287.
Quorum for meetings.

Section 288.
Procedure where meeting adjourned for want of quorum.

Section 289.
Passing of resolutions by circulation.

Section 290.
Validity of acts of directors.

Section 291.
General powers of board.

Section 292.
Certain powers to be exercised by board only at meeting.

Section 293. Restrictions on powers of board.

Section 293A.
Prohibitions and restrictions regarding political contributions.

Section 293B.
Power of board and other persons to make contributions to the National Defence Fund, etc.

Section 294.
Appointment of sole selling agents to require approval of company in general meetings.

Section 294A.
Prohibition of payment of compensation to sole selling agents for loss of office in certain cases.

Section 294AA .
Power of central government to prohibit the appointment of sole selling agents in certain cases.

Section 295.
Loans to directors, etc.

Section 296.
Application of Section 295 to book debts in certain cases.

Section 297.
Board's sanction to be required for certain contracts in which particular directors are interested.

Section 298.
Power of directors to carry on business when managing agent or secretaries and treasurers are
deemed to have vacated office, etc.

Section 299.
Disclosure of interests by director.

Section 300.
Interested director not to participate or vote in board's proceedings.

Section 301.
Register of contracts, companies and firms in which directors are interested.

Section 302.
Disclosure to members of director's interest in contract appointing manager, managing director.

Section 303.
Register of directors etc.

Section 304.
Inspection of the register.

Section 305.
Duty of directors, etc. , to make disclosure.

Section 306.
Register to be kept by registrar and inspection thereof.

Section 307.
Register of directors' shareholdings, etc.

Section 308.
Duty of directors and persons deemed to be directors to make disclosure of shareholdings.

Section 309.
Remuneration of directors.

Section 310.
Provision for increase in remuneration to require government sanction.

Section 311.
Increase in remuneration of managing director on re-appointment.

Section 312.
Prohibition of assignment of office by director.

Section 313.
Appointment and term of office of alternate directors.

Section 314.
Director, etc. , not to hold office or place of profit.

Section 315.
Application of Sections 316 and 317.

Section 316.
Number of companies of which one person may be appointed managing director.

Section 317.
Managing director not to be appointed for more than five years at a time.

Section 318.
Compensation for loss of office not permissible except to managing.

Section 319.
Payment to director, etc. , for loss of office etc. , in connection with transfer of undertaking or property.

Section 320.
Payment to director for loss of office, etc. , in connection with transfer of shares.

Section 321.
Provisions supplementary to Sections 318, 319 and 320.

Section 322.
Directors, etc. , with unlimited liability in limited company.

Section 323.
Special resolution of limited company making liability of directors, etc., unlimited.

Section 324.
Power of central government to notify that companies .

Section 324A.
Abolition of managing agencies and secretaries and treasurers.

Section 325.
Managing agency company not to have managing agent.

Section 325A.
Subsidiary of a body corporate not to be appointed as managing agent.

Section 326.
Central government to approve of appointment, etc. , of managing agent .

Section 327.
Application of Sections 328 to 331.

Section 328.
Term of office of managing agent.

Section 329.
Variation of managing agency agreement.

Section 330.
Term of office of existing managing agents to terminate on 15th august, 1960.

Section 331.
Application of act to existing managing agents.

Section 332.
No person to be managing agent of more than ten companies after 15th August, 1960.

Section 333.
Right of managing agent to charge on company's assets.

Section 334.
Vacation of office on insolvency, dissolution or winding up, etc.

Section 335.
Suspension from office where receiver appointed.

Section 336.
Vacation of office on conviction in certain cases.

Section 337.
Removal for fraud or breach or trust.

Section 338.
Removal for gross negligence or mismanagement.

Section 339.
Power to call meetings for the purposes of Sections 337 and 338 and procedure.

Section 340.
Time when certain disqualifications will take effect.

Section 341.
Conviction not to operate as disqualification if convicted partner, director, etc is expelled.

Section 342.
Resignation of office by managing agent.

Section 343.
Transfer of office by managing agent.

Section 344.
Managing agency not to be heritable after commencement of act.

Section 345.
Succession to managing agency by inheritance subject to government approval.

Section 346.
Changes in constitution of managing agency, firm or corporation to be approved by central
government.

Section 347.
Application of schedule viii to certain managing agents.

Section 348.
Remuneration of managing agent ordinarily not to exceed 10 per cent of net profits.

Section 349.
Determination of net profits.

Section 350.
Ascertainment of depreciation.

Section 351.
Special provision where there is a profit-sharing arrangement between two or more companies.

Section 352.
Payment of additional remuneration.

Section 353.
Time of payment of remuneration.

Section 354.
Managing agent not entitled to office allowance but entitled to be reimbursed in respect of expences.

Section 355.
Saving.

Section 356.
Appointment of managing agent or associate as selling agent of goods produced by the company.

Section 357.
Application of Section 356 to case where business of company consists of the supply.

Section 358.
Appointment of managing agent or associate as buying agent for company.

Section 359.
Commission, etc. , of managing agent as buying or selling agent of other concerns.

Section 360.
Contracts between managing agent or associate and company for the sale or purchase of goods.

Section 361.
Existing contracts relating to matters dealt with in Sections 356 to 360 to terminate on 1st March.

Section 362.
Registers to be open to inspection.

Section 363.
Remuneration received in contravention of foregoing Sections to be held in trust for company.

Section 364.
Company not to be bound by assignment of, or charge on managing agent.

Section 365.
Prohibition of payment of compensation for loss of office in certain cases.

Section 366.
Limit of compensation for loss of office.

Section 367.
Managing agent's rights and liabilities after termination of office.

Section 368.
Managing agent to be subject to control of board and to restrictions in schedule VII.

Section 369.
Loans to managing agent.

Section 370.
Loans, etc. , to companies under the same management.

Section 370A.
Provisions as the certain loans which could not have been made if section 369 and 370 were in force.

Section 371.
Penalty for contravention of Section 369, 370 or 370a.

Section 372.
Purchase by company of shares, etc. , of other companies.

Section 372A.
Inter-corporate loans and investments.

Section 373.
Investments made before commencement of act.

Section 374.
Penalty for contravention of Section 372 or 373.

Section 375.
Managing agent not to engage in business competing with business of managed company.

Section 376.
Condition prohibiting reconstruction or amalgamation of company .

Section 377.
Restrictions on right of managing agent to appoint directors.

Section 378.
Appointment of secretaries and treasurers.

Section 379.
Provisions applicable to managing agents to apply to secretaries and treasurers.

Section 380.
Sections 324, 330 and 332 not to apply.

Section 381.
Section 348 to apply subject to a modification.

Section 382.
Secretaries and treasurers not to appoint directors.

Section 383.
Secretaries and treasurers not to sell goods or articles produced by ccompany unless authorised by
board.

Section 383A.
Certain companies to have secretaries.

Section 384.
Firm or body corporate not to be appointed manager.

Section 385.
Certain persons not to be appointed managers.

Section 386. Number of companies of which a person may be appointed manager.

Section 387.
Remuneration of manager.

Section 388.
Application of Sections 269, 310, 311, 312, and 317 to managers.

Section 388A.
Sections 386 to 388 not to apply to certain private companies.

Section 388B.
Reference to company law board of cases against managerial personnel.

Section 388C.
Interim order by company law board.

Section 388D.
Decision of the company law board.

Section 388E.
Power of central government to remove managerial personnel on the basis of company law.

Section 389.
Power for companies to refer matters to arbitration.

Section 390.
Interpretation of Section 391 and 393.

Section 391.
Power to compromise or make arrangements with creditors and members.

Section 392.
Power of high court to enforce compromises and arrangements.

Section 393.
Information as to compromises or arrangements with creditors and members.

Section 394.
Provisions for facilitating reconstruction and amalgamation of companies.

Section 394A.
Notice to be given to central government for application under Section 391 and 394.

Section 395.
Power and duty to acquire shares of shareholders dissenting from scheme.

Section 396.
Power of central government to provide for amalgamation of companies in national interest.

Section 396A.
Preservation of books and papers of amalgamated company.

Section 397.
Application to company law board for relief in cases of oppression.

Section 398.
Application to company law board for relief in cases of mismanagement.

Section 399.
Right to apply under Sections 397 and 398.

Section 400.
Notice to be given to central government of applications under Section 397 and 398.

Section 401.
Rights of central government to apply under Section 397 and 398.

Section 402.
Powers of company law boardon application under Section 397 or 398.

Section 403. I
nterim order by company law board.

Section 404.
Effect of alteration of memorandum or articles of company by order under section 397 or 398.

Section 405.
Addition of respondents to application under Section 397 or 398.

Section 406.
Application of Section 539 to 544 to proceedings under Section 397 and 398.

Section 407.
Consequences of termination or modification of certain agreements.

Section 408.
Powers of government to prevent oppression or prevention of government.

Section 409.
Power of company law board to prevent change in board of directors.

Section 410.
Appointment of advisory committee.

Section 411.
Duties of advisory commission. - omitted by the companies (amendment).

Section 412.
Forms and procedure in cases referred to advisory commission. - (omitted).

Section 413.
Powers of advisory commission. - omitted by the companies (amendment).

Section 414.
Penalties. - omitted by the companies (amendment) act, 1965.

Section 415.
Immunity for action taken in good faith. - omitted by the companies .

Section 416.
Contracts by agents of company in which company is undisclosed principle.

Section 417.
Employees' securities to be deposited in post office savings bank or scheduled bank.

Section 418.
Provisions applicable to provident funds of employees.

Section 419.
Right of employees to see bank's receipt for moneys or securities refered to in section 417 or 418.

Section 420.
Penalty for contravention of Sections 417, 418 and 419.

Section 421.
Filing of accounts of receivers.

Section 422.
Invoices, etc. , to refer to receiver where there is one.

Section 423.
Penalty for non-compliance with Sections 421 and 422.

Section 424.
Application of Sections 421 to 423 to receivers and managers appointed by court.

Section 425.
Modes of winding up.

Section 426.
Liability as contributories of present and past members.

Section 427.
Obligations of directors and managers whose liability is unlimited.

Section 428.
Definition of "contributory".

Section 429.
Nature of liability of contributory.

Section 430.
Contributories in case of death of member.

Section 431.
Contributories in case of insolvency of member.

Section 432.
Contributories in case of winding up of a body corporate which is a member.

Section 433.
Circumstances in which company may be wound up by the court.

Section 434.
Company when deemed unable to pay its debts.

Section 435.
Transfer of winding up proceedings to district court.

Section 436.
Withdrawal and transfer of winding up from one district court to another.

Section 437.
Power of high court to retain winding up proceedings in district court.

Section 438.
Jurisdiction of high court under Sections 435, 436 and 437 to be exercercised.

Section 439.
Provisions as to applications for winding up.

Section 440.
Right to present winding up petition where company is being wound-up.

Section 441.
Commencement of winding up by court.

Section 442.
Power of court to stay or restrain proceedings against company.

Section 443.
Powers of court on hearing petition.

Section 444.
Order for winding up to be communicated to official liquidator .

Section 445.
Copy of winding up order to be filed with registrar.

Section 446.
Suits stayed on winding up order.

Section 447.
Effect of winding up order.

Section 448.
Appointment of official liquidator.

Section 449.
Official liquidator to be liquidator.

Section 450.
Appointment and powers of provisional liquidator.

Section 451.
General provisions as to liquidator.

Section 452.
Style, etc. , of liquidator.

Section 453.
Receiver no to be appointed of assets with liquidator.

Section 454.
Statement of affairs to be made to official liquidator.

Section 455.
Report by official liquidator.

Section 456.
Custody of company's property.

Section 457.
Powers of liquidator.

Section 458.
Discretion of liquidator.

Section 458A.
Exclusion of certain time in computing periods of limitation.

Section 459.
Provision for legal assistance to liquidator.

Section 460.
Exercise and control of liquidator's powers.

Section 461.
Books to be kept by liquidator.

Section 462.
Audit of liquidator's accounts.

Section 463.
Control of central government over liquidators.

Section 464.
Appointment and composition of committee of inspection.

Section 465.
Constitution and proceedings of committee of inspection.

Section 466.
Power of court to stay winding up.

Section 467.
Settlement of list of contributories and application of assets.

Section 468.
Delivery of property to liquidator.

Section 469.
Payment of debts due by contributory and extent of set-off.

Section 470.
Power of court to make calls.

Section 471.
Payment into bank of moneys due to company.

Section 472.
Moneys and securities paid into bank to be subject to order of court.

Section 473.
Order on contributory to be conclusive evidence.

Section 474.
Power to exclude creditors not proving in time.

Section 475.
Adjustment of rights of contributories.

Section 476
Power to order costs.

Section 477.
Power to summon persons suspected of having property of company, etc.

Section 478.
Power to order public examination of promoters, directors, etc.

Section 479.
Power to arrest absconding contributory.

Section 480.
Saving of existing powers of court.

Section 481.
Dissolution of company.

Section 482.
Order made in any court to be enforced by other courts.

Section 483.
Appeals from orders. Section 484. Circumstances in which company may be wound-up voluntarily.

Section 485.
Publication of resolution to wind up voluntarily.

Section 486.
Commencement of voluntary winding up.

Section 487.
Effect of voluntary winding up on status of company.

Section 488.
Declaration of solvency in case or proposal to wind-up voluntarily.

Section 489.
Provisions applicable to a members' voluntary winding up.

Section 490.
Power of company to appoint and fix remuneration of liquidators.

Section 491.
Board's powers to cease on appointment of liquidator.

Section 492.
Power to fill vacancy in office of liquidator.

Section 493.
Notice of appointment of liquidator to be given to registrar.

Section 494.
Power of liquidator to accept shares, etc.

Section 495.
Duty of liquidator to call creditors' meeting in case of insolvency.

Section 496.
Duty of liquidator to call general meeting at end of each year.

Section 497.
Final meeting and dissolution.

Section 498.
Alternative provisions as to annual and final meetings in case of insolvency.

Section 499.
Provisions applicable to a creditors' voluntary winding up.

Section 500.
Meeting of creditors.

Section 501.
Notice of resolutions passed by creditors' meeting to be given to registrar.

Section 502.
Appointment of liquidator.

Section 503.
Appointment of committee of inspection.

Section 504.
Fixing of liquidators' remuneration.

Section 505.
Board's powers to cease on appointment of liquidator.

Section 506.
Power to fill vacancy in office of liquidator.

Section 507.
Application of Section 494 to a creditors' voluntary winding up.

Section 508.
Duty of liquidator to call meetings of company.

Section 509.
Final meeting and dissolution.

Section 510.
Provisions applicable to every voluntary winding up.

Section 511.
Distribution of property of company.

Section 511A.
Application of Section 454 to voluntary winding up.

Section 512.
Powers and duties of liquidator in voluntary winding up.

Section 513.
Body corporate not to be appointed as liquidator.

Section 514.
Corrupt inducement affecting appointment as liquidator.

Section 515.
Power of court to appoint and remove liquidator in voluntary winding up.

Section 516.
Notice by liquidator of his appointment.

Section 517.
Arrangement when binding on company and creditors.

Section 518.
Power to apply to court to have questions determined or power exercise.

Section 519.
Application of liquidator to court for public examination of promoters.

Section 520.
Cost of voluntary winding up.

Section 521.
Saving of right of creditors and contributories to apply for winding up.

Section 522.
Power to order winding up subject to supervision.

Section 523.
Effect of petition for winding up subject to supervision.

Section 524.
Power of court to appoint or remove liquidators.

Section 525.
Powers and obligations of liquidator appointed by court.

Section 526.
Effect of supervision order.

Section 527.
Appointment in certain cases of voluntary liquidators to office of liquidators.

Section 528.
Debts of all descriptions to be admitted to proof.

Section 529.
Application of insolvency rules in winding up of insolvent companies.

Section 529A.
Overriding preferential payments.

Section 530.
Preferential payments.

Section 531.
Fraudulent preference.

Section 531A.
Avoidance of voluntary transfer.

Section 532 .
Transfers for benefit of all creditors to be void.

Section 533.
Liabilities and rights of certain fraudulently preferred persons.

Section 534.
Effect of floating charge.

Section 535.
Disclaimer of onerous property in case of a company which is being wound up.

Section 536.
Avoidance of transfers, etc. , after commencement of winding up.

Section 537.
Avoidance of certain attachments, executions, etc. , in winding up .

Section 538.
Offences by officers of companies in liquidation.

Section 539.
Penalty for falsification of books.

Section 540.
Penalty for frauds by officers.

Section 541.
Liability where proper accounts not kept.

Section 542.
Liability for fraudulent conduct of business.

Section 543.
Power of court to assess damages against delinquent directors, etc.

Section 544.
Liability under Sections 542 and 543 to extend to partners or directors.

Section 545.
Prosecution of delinquent officers and members of company.

Section 546.
Liquidator to exercise certain powers subject to sanction.

Section 547.
Notification that a company is in liquidation.

Section 548.
Books and papers of company to be evidence.

Section 549.
Inspection of books and papers by creditors and contributories.

Section 550.
Disposal of books and papers of company.

Section 551.
Information as to pending liquidations.

Section 552.
Official liquidator to make payments into the public account of India.

Section 553.
Voluntary liquidator to make payments into scheduled bank.

Section 554.
Liquidator not to pay moneys into private banking account.

Section 555.
Unpaid dividends and undistributed assets to be paid into the companies.

Section 556.
Enforcement of duty of liquidator to make returns, etc.

Section 557.
Meetings to ascertain wishes of creditors or contributories.

Section 558.
Court or person before whom affidavit may be sworn.

Section 559.
Power of court to declare dissolution of company void.

Section 560.
Power of registrar to strike defunct company off register.

Section 561.
Application of act to companies formed and registered under previous companies law.

Section 562.
Application of act to companies registered but not formed under previous companies law.

Section 563.
Application of act to unlimited companies registered under previous companies law.

Section 564.
Mode of transferring shares in the case of companies registered under acts 19 and 7.

Section 565.
Companies capable of being registered.

Section 566.
Definition of "joint-stock company".

Section 567.
Requirements for registration of joint-stock companies.

Section 568.
Requirements for registration of companies not being joint-stock companies.

Section 569.
Authentication of statements of existing companies.

Section 570.
Power of registrar to require evidence as to nature of company.

Section 571.
Notice to customers on registration of banking company with limited liability.

Section 572.
Change of name for purposes of registration.

Section 573.
Addition of "limited" or "private limited" to name.

Section 574.
Certificate of registration of existing companies.

Section 575.
Vesting of property on registration.

Section 576.
Saving for existing liabilities.

Section 577.
Continuation of pending legal proceedings.

Section 578.
Effect of registration under part.

Section 579.
Power to substitute memorandum and articles for deed of settlement.

Section 580.
Power of court to stay or restrain proceedings.

Section 581.
Suits stayed on winding up order.

Section 582.
Meaning of "unregistered company".

Section 583.
Winding up of unregistered companies.

Section 584.
Power to wind up foreign companies, although dissolved.

Section 585.
Contributories in winding up of unregistered company.

Section 586.
Power to stay or restrain proceedings.

Section 587.
Suits, etc. , stayed on winding up order.

Section 588.
Directions as to property in certain cases.

Section 589.
Provisions of part cumulative.

Section 590.
Saving and construction of enactments conferring power to wind up part.

Section 591.
Application of Sections 592 to 602 to foreign companies.

Section 592.
Documents, etc. , to be delivered to registrar by foreign companies car.

Section 593.
Return to be delivered to registrar by foreign company where documents.

Section 594.
Accounts of foreign company.

Section 595.
Obligation to state name of foreign company, whether limited, and country where incorporated.

Section 596.
Service on foreign company.

Section 597.
Office where documents to be delivered.

Section 598.
Penalties.

Section 599.
Company's failure to comply with part not to affect its liability under contract, etc.

Section 600.
Registration of charges, appointment of receiver and books of account.

Section 601.
Fees for registration of documents under part.

Section 602.
Interpretation of foregoing Sections of part.

Section 603.
Dating of prospectus and particulars to be contained therein.

Section 604.
Provisions as to expert's consent and allotment.

Section 605.
Registration of prospectus.

Section 606.
Penalty for contravention of Sections 603, 604 and 605.

Section 607.
Civil liability for mis-statements in prospectus.

Section 608.
Interpretation of provisions as to prospectuses.

Section 609.
Registration offices.

Section 610.
Inspection, production and evidence of documents kept by registrar.

Section 610A.
Admissibility of micro films, facsimile copies of documents, computer.

Section 611.
Fees in schedule x to be paid.

Section 612.
Fees, etc. , paid to registrar and other officers to be accounted for the central government.

Section 613.
Power of central government to reduce fees, charges, etc.

Section 614.
Enforcement of duty of company to make returns, etc. , to registrar.

Section 614A.
Power of court trying offences under the act to direct the filing of document with registrar.

Section 615.
Power of central government to direct companies to furnish information.

Section 616.
Application of act to insurance, banking, electricity supply and other.

Section 617.
Definition of "government company".

Section 618.
Government companies not to have managing agents.

Section 619.
Application of Sections 224 to 233 to government companies.

Section 619A.
Annual reports on government companies.

Section 619B.
Provisions of Section 619 to apply to certain companies.

Section 620.
Power to modify act in relation to government companies.

Section 620A.
Power to modify act in its application to nidhis, etc.

Section 620B.
Special provisions as to companies in goa, daman and diu.

Section 620C.
Special provisions as to the companies in jammu and kashmir.

Section 621.
Offences against act to be cognizable only on complaint by registrar.

Section 621A.
Composition of certain offences.

Section 622.
Jurisdiction to try offences.

Section 623.
Certain offences triable summarily in presidency towns.

Section 624.
Offences to be non-cognizable.

Section 624A.
Power of central government to appoint company prosecutors.

Section 624B.
Appeal against acquittal.

Section 625. Payment of compensation in cases of frivolous or vexatious prosecution.

Section 626.
Application of fines.

Section 627.
Production and inspection of books where offence suspected.

Section 628.
Penalty for false statements.

Section 629.
Penalty for false evidence.

Section 629A.
Penalty where no specific penalty is provided elsewhere in the act.

Section 630.
Penalty for wrongful withholding of property.

Section 631.
Penalty for improper use of words "limited" and "private limited".

Section 632.
Power to require limited company to give security for costs.

Section 633.
Power of court to grant relief in certain cases.

Section 634.
Enforcement of orders of courts.

Section 634A.
Enforcement of orders of company law board.

Section 635.
Enforcement of orders of one court by other courts.

Section 635A.
Protection of acts done in good faith.

Section 635AA.
Non-disclosure of information in certain cases.

Section 635B.
Protection of employees during investigation by inspector or pendency .

Section 636.
Reduction of fees, charges, etc. , payable to company.

Section 637.
Delegation by central government of its powers and functions under act.

Section 637A.
Power of central government or company law board to accord approval.

Section 637AA.
Power of central government to fix a limit with regard to remuneration.

Section 637B.
Condonation of delays in certain cases. Section 638. Annual report by central government.

Section 639.
Annual reports on government companies to be placed before parliament.

Section 640.
Validation of registration of firms as members of charitable and other companies.

Section 640A.
Exclusion of time required in obtaining copies of orders of courts.

Section 640B.
Forms of, and procedure in relation to, certain applications.

Section 641.
Power to alter schedules.

Section 642.
Power of central government to make rules.

Section 643.
Power of supreme court to make rules.

Section 644.
Repeal of acts specified in schedule xii.

Section 645.
Saving of orders, rules, etc. , in force at commencement of act.

Section 646.
Saving of operation of Section 138 of act 7 of 1913.

Section 647.
Saving of pending proceedings for winding up.

Section 648.
Saving of prosecutions instituted by liquidator or court .

Section 649.
Construction of references to former enactments in documents.

Section 650.
Construction of "registrar of joint stock companies" in act 21 of 1860.

Section 651.
Construction of references to extraordinary resolution in articles.

Section 652.
Appointment under previous companies laws to have effect as if made under act.

Section 653.
Former registration offices continued.

Section 654.
Registers under previous companies laws to be deemed to be part of registers under act.

Section 655.
Funds and accounts under act to be in continuation of funds and accounts.

Section 656.
Saving of incorporation under repealed acts.

Section 657.
Saving of certain tables under previous companies laws.

Section 658.
Section 6 of the general clauses act, 1897 (10 of 1897) .

Sch. I table a regulation 1
Interpretation.

Sch. I table a regulation 2
Share capital and variation of rights.

Sch. I table a regulation 3
Share capital and variation of rights.

Sch. I table a regulation 4
Share capital and variation of rights.

Sch. I table a regulation 5
Share capital and variation of rights.

Sch. I table a regulation 6
Share capital and variation of rights.

Sch. I table a regulation 7
Share capital and variation of rights.

Sch. I table a regulation 8
Share capital and variation of rights.

Sch. I table a regulation 9
Lien.

Sch. I table a regulation 10
Lien.

Sch. I table a regulation 11
Lien.

Sch. I table a regulation 12
Lien.

Sch. I table a regulation 13
Calls on shares.

Sch. I table a regulation 14
Calls on shares.

Sch. I table a regulation 15
Calls on shares.

Sch. I table a regulation 16
Calls on shares.

Sch. I table a regulation 17
Calls on shares.

Sch. I table a regulation 18
Calls on shares.

Sch. I table a regulation 19
Transfer of shares.

Sch. I table a regulation 20
Transfer of shares.

Sch. I table a regulation 21
Transfer of shares.

Sch. I table a regulation 22
Transfer of shares.

Sch. I table a regulation 23
Transfer of shares.

Sch. I table a regulation 24
Transfer of shares.

Sch. I table a regulation 25
Transmission of shares.

Sch. I table a regulation 26
Transmission of shares.

Sch. I table a regulation 27
Transmission of shares.

Sch. I table a regulation 28
Transmission of shares.

Sch. I table a regulation 29
Forfeiture of shares.

Sch. I table a regulation 30
Forfeiture of shares.

Sch. I table a regulation 31
Forfeiture of shares.

Sch. I table a regulation 32
Forfeiture of shares.

Sch. I table a regulation 33
Forfeiture of shares.

Sch. I table a regulation 34
Forfeiture of shares.

Sch. I table a regulation 35
Forfeiture of shares.

Sch. I table a regulation 36
Conversion of shares into stock

Sch. I table a regulation 37
Conversion of shares into stock

Sch. I table a regulation 38
Conversion of shares into stock

Sch. I table a regulation 39
Conversion of shares into stock

Sch. I table a regulation 40
Share warrants

Sch. I table a regulation 41
Share warrants

Sch. I table a regulation 42
Share warrants

Sch. I table a regulation 43
Share warrants

Sch. I table a regulation 44
Alteration of capital

Sch. I table a regulation 45
Alteration of capital

Sch. I table a regulation 46
Alteration of capital

Sch. I table a regulation 47
General meetings

Sch. I table a regulation 48
General meetings

Sch. I table a regulation 49
Proceedings at general meetings

Sch. I table a regulation 50
Proceedings at general meetings

Sch. I table a regulation 51
Proceedings at general meetings

Sch. I table a regulation 52
Proceedings at general meetings

Sch. I table a regulation 53
Proceedings at general meetings

Sch. I table a regulation 54
Proceedings at general meetings

Sch. I table a regulation 55P
Proceedings at general meetings

Sch. I table a regulation 56
Votes of members

Sch. I table a regulation 57
Votes of members

Sch. I table a regulation 58
Votes of members

Sch. I table a regulation 59
Votes of members

Sch. I table a regulation 60
Votes of members

Sch. I table a regulation 61
Votes of members

Sch. I table a regulation 62
Votes of members

Sch. I table a regulation 63
Votes of members

Sch. I table a regulation 64
Board of directors

Sch. I table a regulation 65
Board of directors

Sch. I table a regulation 66
Board of directors

Sch. I table a regulation 67
Board of directors

Sch. I table a regulation 68
Board of directors

Sch. I table a regulation 69
Board of directors

Sch. I table a regulation 70
Board of directors

Sch. I table a regulation 71
Board of directors

Sch. I table a regulation 72
Board of directors

Sch. I table a regulation 73
Proceedings of board

Sch. I table a regulation 74
Proceedings of board

Sch. I table a regulation 75
Proceedings of board

Sch. I table a regulation 76
Proceedings of board

Sch. I table a regulation 77
Proceedings of board

Sch. I table a regulation 78
Proceedings of board

Sch. I table a regulation 79
Proceedings of board

Sch. I table a regulation 80
Proceedings of board

Sch. I table a regulation 81
Proceedings of board

Sch. I table a regulation 82
Manager or secretary

Sch. I table a regulation 83
Manager or secretary

Sch. I table a regulation 84
The seal

Sch. I table a regulation 85
Dividends and reserve

Sch. I table a regulation 86
Dividends and reserve

Sch. I table a regulation 87
Dividends and reserve

Sch. I table a regulation 88
Dividends and reserve

Sch. I table a regulation 89
Dividends and reserve

Sch. I table a regulation 90
Dividends and reserve - [omitted by notification no. Gsr 631, dated 23

Sch. I table a regulation 91
Dividends and reserve

Sch. I table a regulation 92
Dividends and reserve

Sch. I table a regulation 93
Dividends and reserve

Sch. I table a regulation 94
Dividends and reserve

Sch. I table a regulation 95
Accounts

Sch. I table a regulation 96
Capitalisation of profits

Sch. I table a regulation 97
Capitalisation of profits

Sch. I table a regulation 98
Winding up

Sch. I table a regulation 99
Indemnity.

Sch. I table b
Memorandum of association of a company limited by shares

Sch. I table c
Memorandum and articles of association of a company limited by guarant

Sch. I table d
Memorandum and articles of association of a company limited by guarant

Sch. I table e
Memorandum and articles of association of an unlimited company

Sch. I table f
Form of statement to be published by limited banking companies, insura

Sch. Ia
List of relatives.

Sch. II part i
Part i

Sch. II part ii
Part ii

Sch. II part iii
Provisions applying to parts i and ii of Schedule

Sch. III part i
form of statement and particulars to be contained therein.

Sch. III part ii
Reports to be set out

Sch. III part iii
Provisions applying to parts i and ii of this Schedule

Sch. IV part i
Form of statement and particulars to be contained therein.

Sch. IV part ii
Reports to be set out.

Sch. IV part iii
Provisions applying to parts i and ii of this Schedule.

Sch. V part i
Contents.

Sch. V part ii
Form of annual return of a company having a share capital

Sch. VI part i
Forms of balance sheet.

Sch. VI part ii
Requirements as to profit and loss account

Sch. VI part iii
Interpretation

Sch. VI part iv
Balance sheet abstract and company's general business profile

Sch. VII
Restrictions on powers of managing agents/secretaries and treasurers

Sch. VIII
Declaration to be made by firms, private companies and other bodies co

Sch. IX
Form of proxy

Sch. X
Table of fees to be paid to the registrar

Sch. XI
Form in which sections 539 to 544 of act are to apply

Sch. XII
Enactments repealed

Sch. XIII part i
Appointments

Sch. XIII part ii
Remuneration

Sch. XIII part iii
Provisions applicable to parts i and ii of this Schedule

Sch. XIV
Rates of depreciation

Sch. XV
Schedule x

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