Monday, October 24, 2011

Full Companies Act with SECTION and PROVISION LIST - Exclusively by CShelpers


Dear all students,
Many a times you face the problem of forgetting sections of the acts. Here we are giving solution for your problem, we hereby giving you the list of sections of The Companies Act, 1956. Here you can read the provisions of the sections by clicking on the name of the section.

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 The Companies Act, 1956







Sections
Particulars (Click on the section name to read it in detail)




Preamble

  
Part I
Preliminary

     
1
2
2A
3
4
4A
5
6
7
8
9
10
10A
10B
10C
10D


Part I-A
Board of Company Law administration.
10E
10F
10FA
Dissolution of Company Law Board.
10FB
Constitution of National Company Law Tribunal
10FC
Composition of Tribunal
10FD
Qualifications for appointment of President and Members.
10FE
Term of office of President and Members.
10FF
Financial and administrative powers of Member Administration.
10FG
Salary, allowances and other terms and conditions of service of President and other Members.
10FH
Vacancy in Tribunal.
10FI
Resignation of President and Member.
10FJ
Removal and suspension of President or Member.
10FK
Officers and employees of Tribunal
10FL
Benches of Tribunal.
10FM
Order of Tribunal.
10FN
Power to review.
10FO
Delegation of powers.
10FP
Power to seek assistance of Chief Metropolitan Magistrate and District Magistrate.
10FQ
Appeal from order of Tribunal.
10FR
Constitution of Appellate Tribunal.
10FS
Vacancy in Appellate Tribunal, etc.
10FT
Term of office of Chairperson and Members.
10FU
Resignation of Chairperson and Members.
10FV
Removal and suspension of Chairperson and Members of Appellate Tribunal.
10FW
Salary, allowances and other terms and conditions of service of Chairperson and Members.
10FX
Selection Committee.
10FY
Chairperson, etc., to be public servants.
10FZ
Protection of action taken in good faith.
10FZA
Procedure and powers of Tribunal and Appellate Tribunal.
10G
Power to punish for contempt.
10GA
Staff of Appellate. Tribunal.
10GB
Civil court not to have jurisdiction.
10GC
Vacancy in Tribunal or Appellate Tribunal not to invalidate acts or proceedings.
10GD
Right to legal representation.
10GE
Limitation.
10GF
Appeal to Supreme Court.


Part II
Incorporation of Company and Matters Incidental thereto.

  
11
12
13
14
15
15A
15B
16
17
17A
Change of registered office within a State
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
43A
44
45
46
47
48
49
50
51
52
53
54


Part III
Prospectus and Allotment, and other matters relating to issue of shares or debentures.


55
55A
Powers of Securities and Exchange Board of India
56
57
58
58A
58AA
Small depositors
58AAA
Default in acceptance or refund of deposits to be cognizable
58B
59
60
60A
Filing of Shelf prospectus.
60B
Information memorandum
61
62
63
64
65
66
67
68
68A
69
70
71
72
73
74
75
76
77
77A
Power of company to purchase its own securities
77AA
Transfer of certain sums to capital redemption reserve account
77B
Prohibition for buy-back in certain circumstances.
78
79
79A
Issue of sweat equity shares
80
80A
81


Part IV
Share Capital and Debentures


82
83
84
85
86
87
88
89
90
91
92
93
94
94A
95
96
97
98
99
100
101
102
103
104
105
106
107
108
108A
108B
108C
108D
108E
108F
108G
108H
108I
109
109A
Nomination of shares
109B
Transmission of shares
110
111
111A
112
113
114
115
116
117
117A
Debenture trust deed
117B
Appointment of debenture trustees and duties of debenture trustees
117C
Liability of company to create security and debenture redemption reserve
118
119
120
121
122
123





Part V
Registration of Charges.


124
125
126
127
128
129
130
131
132
133
134
135
136
137
138
139
140
141
142
143
144
145

  
Part VI
Management and Administration
  
   
Chapter I
General Provisions.
  
   
146
147
148
149
150
151
152
152A
153
153A
153B
154
155
156
157
158
159
160
161
162
163
164
165
166
167
168
169
170
171
172
173
174
175
176
177
178
179
180
181
182
183
184
185
186
187
187A
187B
187C
187D
188
189
190
191
192
192A
Passing of resolutions by postal ballot
193
194
195
196
197
197A
198
199
200
201
202
203
204
204A
205
205A
205B
205C
Establishment of Investor Education and Protection Fund
206
206A
207
208
209
209A
210
210A
Constitution of National Advisory Committee on Accounting Standards
211
212
213
214
215
216
217
218
219
220
221
222
223
224
224A
225
226
227
228
229
230
231
232
233
233A
233B
234
234A
235
236
237
238
239
240
240A
241
242
243
244
245
246
247
248
249
250
250A
251








Chapter II

Directors





252



253
254
255
256
257
258
259
260
261
262
263
263A
264
265
266
267
268
269
270
271
272
273
274
275
276
277
278
279
280
281
282
283
284
285
286
287
288
289
290
291
292
292A
Audit Committee
293
293A
293B
294
294A
294AA
295
296
297
298
299
300
301
302
303
304
305
306
307
308
309
310
311
312
313
314
315
316
317
318
319
320
321
322
323
    
      
Chapter III
Managing Agents
      
      
324
324A
325
325A
326
327
328
329
330
331
332
333
334
335
336
337
338
339
340
341
342
343
344
345
346
347
348
349
350
351
352
353
354
355
356
357
358
359
360
361
362
363
364
365
366
367
368
369
370
370A
371
372
373
374
375
376
377




Chapter IV
A. Secretaries and Treasurers.
   
    
378
Appointment of secretaries and treasurers.
379
Provisions applicable to managing agents to apply to secretaries and treasurers with the exceptions and modifications specified in sections 380 to 383.
380
Sections 324, 330 and 332 not to apply.
381
Section 348 to apply subject to a modification.
382
Secretaries and treasurers not to appoint directors.
383
Secretaries and treasurers not to sell goods or articles produced by company, etc., unless authorised by Board.
383A
Certain companies to have secretaries.
   
    
  
B. Managers
384
Firm or body corporate not to be appointed manager.
385
Certain persons not to be appointed managers.
386
Number of companies of which a person may be appointed manager.
387
Remuneration of manager.
388
Application of sections 269, 310, 311, 312 and 317 to managers.
388A
Sections 386 to 388 not to apply to certain private companies.
   
  
Chapter IVA
Powers of Central Government to Remove Managerial Personnel from Office on the Recommendation of the Company Law Board.
   
  
388B
Reference to Company Law Board of cases against managerial personnel.
388C
Interim order by Company Law Board.
388D
Findings of the Company Law Board.
388E
Power of Central Government to remove managerial personnel on the basis of Company Law Board's decision.
   
  
Chapter V
Arbitration, Compromises, Arrangements and Reconstructions.
   
  
389
Repealed - Power for Companies to refer matters to arbitration.
390
Interpretation of sections 391 and 393.
391
Power to compromise or make arrangements with creditors and members.
392
Power of High Court to enforce compromises and arrangements.
393
Information as to compromises or arrangements with creditors and members.
394
Provisions for facilitating reconstruction and amalgamation of companies.
394A
Notice to be given to Central Government for applications under Sections 391 and 394.
395
Power and duty to acquire shares of shareholders dissenting from scheme or contract approved by majority.
396
Power of Central Government to provide for amalgamation of companies in national interest.
396A
Preservation of books and papers of amalgamated company.
   
  
Chapter VI
Prevention of Oppression and Mismanagement.
    
    
397
Application to Company Law Board for relief in cases of oppression.
398
Application to Company Law Board for relief in cases of mismanagement.
399
Right to apply under sections 397 and 398.
400
Notice to be given to Central Government of applications under sections 397 and 398.
401
Right of Central Government to apply under sections 397 and 398.
402
Powers of Company Law Board on application under section 397 or 398.
403
Interim order by Company Law Board.
404
Effect of alteration of memorandum or articles of company by order under section 397 or 398.
405
Addition of respondents to application under section 397 or 398.
406
Application of sections 539 to 544 to proceedings under sections 397 and 398.
407
Consequences of termination or modification of certain agreements.
408
Powers of Government to prevent oppression or mismanagement.
409
Power of Company Law Board to prevent change in Board of Directors Likely to affect company prejudicially.
  
  
Chapter VII
Constitution and Powers of Advisory Committee.
   
  
410
Appointment of Advisory Committee.
411
Repealed.
412
Repealed.
413
Repealed.
414
Repealed.
415
Repealed.
    
   
Chapter VIII
Miscellaneous provisions.
   
   
416
Contracts by agents of company in which company is undisclosed principal.
417
Employees' securities to be deposited in post office savings Bank or in Scheduled Bank.
418
Provision applicable to provident funds of employees.
419
Right of employee to see bank's receipt for moneys or securities referred to in section 417 or 418.
420
Penalty for contravention of section 417, 418 and 419.
421
Filing of accounts of receivers.
422
Invoices, etc., to refer to  receiver where there is one.
423
Penalty for non-compliance with sections 421 and 422.
424
Application of sections 421 to 423 to receivers and managers appointed by Court and managers appointed in pursuance of an instrument.
424A   
Reference to Tribunal.
424B   
Inquiry into working of sick industrial companies.
424C   
Powers of Tribunal to make suitable order on completion of inquiry.
424D   
Preparation and sanction of schemes.
424E   
Rehabilitation by giving financial assistance.
424F   
Arrangement for continuing operations, etc., during inquiry.
424G   
Winding up of sick industrial company.
424H   
Operating agency to prepare complete inventory, etc.
424I   
Direction not to dispose of assets.
424J   
Power of Tribunal to call for periodic information.
424K   
Misfeasance proceedings.
424L   
Penalty for certain offences.
   
  
Part VII
Winding Up
  
  
Chapter I
Preliminary
   
  
425
Modes of winding up.
426
Liability as contributories of present and past members.
427
Obligations of directors, managers whose liability is unlimited.
428
Definition of "contributory".
429
Nature of liability of contributory.
430
Contributories in case of death of member.
431
Contributories in case of insolvency of member.
432
Contributories in case of winding up of a body corporate which is a member.
   
   
Chapter II
Winding up by the Court.
   
  
433
Circumstances in which company may be wound up by Court.
434
Company when deemed unable  to pay its debts.
435
Transfer of winding up proceedings to District Court.
436
Withdrawal and transfer of winding up from one District Court to another.
437
Power of High Court to retain winding up proceedings in District  Court.
438
Jurisdiction of High court under sections 435, 436 and 437 to be exercised at any time and at any stage.
439
Provisions as to applications for winding up.
439A
Statement of affairs to he filed on winding up of a company.
440
Right to present winding up petition where company is being wound up voluntarily or subject to Court's supervision.
441
Commencement of winding up by Court.
441A
Levy and collection of cess on turnover or gross receipts of companies.
441B
Crediting proceeds of cess to Consolidated Fund of India.
441C
Rehabilitation Fund.
441D
Application of Fund.
441E
Power to call for information.
441F
Penalty for non-payment of cess.
441G
Refund of fund in certain cases.
442
Power of Court to stay or restrain proceedings against Company.
443
Powers of Court on hearing petition.
444
Order for winding up to be communicated to Official Liquidator and Registrar.
445
Copy of winding up order to be filed with Registrar.
446
Suits stayed on winding up order.
446A
Responsibility of directors and officers to submit to Tribunal audited books and accounts.
447
Effect of winding up order.
448
Appointment of Official Liquidator.
449
Official Liquidator to be Liquidator.
450
Appointment and powers of provisional liquidator.
451
General provision as to liquidators.
452
Style etc., of liquidator.
453
Receiver not to be appointed of assets with liquidator.
454
Statement of affairs to be made to Official Liquidator.
455
Report by Official Liquidator.
456
Custody of company's property.
457
Powers of liquidator.
458
Discretion of liquidator.
458A
Exclusion of certain time in computing periods of limitation.
459
Provision for legal assistance to liquidator.
460
Exercise and control of liquidator's powers.
461
Books to be kept by liquidator.
462
Audit of liquidator's accounts.
463
Control of Central Government over liquidators.
464
Appointment and composition of committee of inspection.
465
Constitution and proceedings of committee of inspection.
466
Power of Court to stay winding up.
467
Settlement of list of contributories and application of assets.
468
Delivery of property to liquidator.
469
Payment of debts due by contributory and extent of set-off.
470
Power of Court to make calls.
471
Payment into bank of moneys due to company.
472
Moneys and securities paid into Bank to be subject to order of Court.
473
Order on contributory to be conclusive evidence.
474
Power to exclude creditors not proving in time.
475
Adjustment of rights of contributories.
476
Power to order costs.
477
Power to summon persons suspected of having property of company. etc.
478
Power to order public examination of promoters, directors, etc.
479
Power to arrest absconding contributory.
480
Saving of existing powers of Court.
481
Dissolution of Company.
482
Order made in any Court to be enforced by other Courts.
483
Appeals from orders.
   
   
Chapter III
Voluntary winding up.
     
   
484
Circumstances in which company may be wound up voluntarily.
485
Publication of resolution to wind up voluntarily.
486
Commencement of voluntary winding up.
487
Effect of voluntary winding up on status of company.
488
Declaration of solvency in case of proposal to wind up voluntarily.
489
Provisions applicable to a members' voluntary winding up.
490
Power of company to appoint and fix remuneration of Liquidators.
491
Board's powers to cease on appointment of a liquidator.
492
Power to fill vacancy in office of liquidator.
493
Notice of appointment of liquidator to be given to Registrar.
494
Power of liquidator to accept shares, etc., as consideration for sale of property fo company.
495
Duty of liquidator to call creditors'  meeting in case of insolvency.
496
Duty of liquidator to call general meeting at end of each year.
497
Final meeting and dissolution.
498
Alternative provisions as to annual and final meetings in case of insolvency.
499
Provisions applicable to a creditors' voluntary winding up.
500
Meeting of creditors.
501
Notice of resolutions passed by creditors' meeting to be given to Registrar.
502
Appointment of liquidator.
503
Appointment of committee of inspection.
504
Fixing of liquidators' remuneration.
505
Board's powers to cease on appointment of liquidator.
506
Power to fill vacancy in office of liquidator.
507
Application of section 494 to a creditors' voluntary winding up.
508
Duty of liquidator to call meetings of company and of creditors' at the end of each year.
509
Final meeting and dissolution.
510
Provisions applicable to every voluntary winding up.
511
Distribution of property of company.
511A
Application of section 454 to voluntary winding up.
512
Powers and duties of liquidator in voluntary winding up.
513
Body corporate not to be appointed as liquidator.
514
Corrupt inducement affecting appointment as liquidator.
515
Power of Court to appoint and remove liquidator in voluntary winding up.
516
Notice by liquidator of his appointment.
517
Arrangement when binding on company and creditors.
518
Power to apply to Court to have questions determined or powers exercised.
519
Application of Liquidator to Court for public examination of promoters, directors, etc.
520
Costs of voluntary winding up.
521
Repealed.






Chapter IV


Winding up subject to supervision of Court.
  
  
522
Power to order winding up  subject to supervision.
523
Effect of petition for winding up subject to supervision.
524
Power of Court to appoint or  remove liquidators.
525
Powers and obligations of liquidator appointed by Court.
526
Effect of supervision order.
527
Appointment in certain cases of voluntary liquidators to office of liquidators.
  

Chapter V
Provisions applicable to every mode of Winding up
  

528
Debts of all descriptions to be admitted to proof.
529
Application of insolvency rules in winding up of insolvent companies.
529A
Overriding preferential payments.
530
Preferential payments.
531
Fraudulent preference.
531A
Avoidance of voluntary transfer.
532
Transfers for benefit of all creditors to be void.
533
Liabilities and rights of certain fraudulently preferred persons.
534
Effect of floating charge.
535
Disclaimer of onerous property in case of a company which is being wound up.
536
Avoidance of transfers, etc., after commencement of winding up.
537
Avoidance of certain attachments, executions, etc., in winding up by or subject to supervision of Court.
538
Offences by officers of companies in liquidation.
539
Penalty for falsification of books.
540
Penalty for frauds by officers.
541
Liability where proper accounts not kept.
542
Liability for fraudulent conduct of business.
543
Power of Court to assess damages against delinquent directors, etc.
544
Liability under sections 542 and 543 to extend to partners or directors in firm or company.
545
Prosecution of delinquent officers and members of company.
546
Liquidator to exercise certain powers subject to sanction.
547
Notification that a company is in liquidation.
548
Books and papers of company to be evidence.
549
Inspection of books and papers by creditors and contributories.
550
Disposal of books and papers of company.
551
Information as to pending liquidations.
552
Official Liquidator to make payments in to the public account of India.
553
Voluntary Liquidator to make payments into Scheduled Bank.
554
Liquidator not to pay moneys into private banking account.
555
Unpaid dividends and undistributed assets to be paid into the Companies liquidation Account.
556
Enforcement of duty of liquidator to make returns, etc.
557
Meetings to ascertain wishes of creditors or contributories.
558
Court or person before whom affidavit may be sworn.
559
Power of Court to declare dissolution of company void.
560
Power of Registrar to strike defunct company off register.
  

Part VIII
Application of Act to companies formed or registered under previous Companies Laws.
  

561
Application of Act to companies formed and registered under previous companies laws.
562
Application of Act to companies registered but not formed under previous companies laws.
563
application of Acct to unlimited companies registered under previous companies laws.
564
Mode of transferring shares in the case of companies registered under Acts XIX of 1857 and VII of 1860.
  

Part IX
Companies Authorised to register under this Act.
  

565
Companies capable of being registered.
566
Definition of "Joint-stock company".
567
Requirements for registration of joint-stock companies.
568
Requirements for registration of companies not being joint stock companies.
569
Authentication of statements of existing companies.
570
Power of Registrar to require evidence as to nature of company.
571
Notice to customers on registration of banking company with limited liability.
572
Change of name for purposes of registration.
573
Addition of "Limited" or "Private Limited" to name.
574
Certificate of registration of existing companies.
575
Vesting of property on registration.
576
Saving for existing liabilities.
577
Continuation of pending legal proceedings.
578
Effect of registration under Part.
579
Power to substitute memorandum and articles for deed of settlement.
580
Power of Court to stay or restrain proceedings.
581
Suits stayed on winding up order.
581A
Definitions.
581B
Objects of Producer Company.
581C
Formation of Producer Company and its registration.
581D
Membership and voting rights of Members of Producer Company.
581E
Benefits to Members.
581F
Memorandum of Producer Company.
581G
Articles of association.
581H
Amendment of memorandum.
581I
Amendment of articles.
581J
Option to inter-State co-operative societies to become Producer Companies.
581K
Effect of incorporation of Producer Company.
581L
Vesting of undertaking in Producer Company.
581M
Concession, etc., to be deemed to have been granted to Producer Company.
581N
Provisions in respect of officers and other employees of inter-Stale co-operative society.
581O
Number of directors.
581P
Appointment of directors.
581Q
Vacation of office by directors.
581R
Powers and functions of Board.
581S
Matters to be transacted at general meeting.
581T
Liability of directors.
581U
Committee of directors.
581V
Meetings of Board and quorum.
581W
Meetings of Board and quorum.
581X
Secretary of Producer Company.
581Y
Quorum.
581Z
Voting rights.
581ZA
Annual general meetings.
581ZB
Share capital.
581ZC
Special user rights.
581ZD
Transferability of shares and attendant rights.
581ZE
Books of account.
581ZF
Internal audit.
581ZG
Duties of auditor under this Part.
581ZH
Donations or subscription by Producer Company.
581ZI
General and other reserves.
581ZJ
Issue of bonus shares.
581ZK
Loan, etc., to Members.
581ZL
Investment in other companies, formation of subsidiaries, etc.
581ZM
Penalty for contravention.
581ZN
Amalgamation, merger or division, etc., to form new Producer Companies .
581ZO
Disputes.
581ZP
Strike off name of Producer Company.
581ZQ
Provisions of this Part to override other laws.
581ZR
Application of provisions relating to private companies.
581ZS
Reconversion of Producer Company to inter-State co-operative society.
 581ZT 
Power to modify Act in its application to Producer Companies.


Part X
Winding up of Unregistered companies.
  

582
Meaning of "unregistered company".
583
Winding up of unregistered companies.
584
Power to wind up foreign companies, although dissolved.
585
Contributories in winding up of unregistered company.
586
Power to stay or restrain proceedings.
587
Suits, etc., stayed on winding up order.
588
Directions as to property in certain cases.
589
Provisions of Part cumulative.
590
Saving and construction of enactments conferring power to wind up partnership, association or company in certain cases.
  

Part XI
Companies incorporated outside India
  
  
591
Application of sections 592 to 602 to foreign companies.
592
Documents etc. ,to be delivered to Registrar by foreign companies carrying on business in India.
593
Return to be delivered to Registrar by foreign company where documents, etc., altered.
594
Accounts of foreign company.
595
Obligation to state name of foreign company, whether limited, and country where incorporated.
596
Service on foreign company.
597
Office where documents to be delivered.
598
Penalties.
599
Company's failure to comply with Part not to affect its liability under contracts, etc.
600
Registration of   charges, appointment of receiver and books of account.
601
Fees for registration of documents under Part.
602
Interpretation of foregoing sections of Part.
603
Dating of prospectus and particulars to be contained therein.
604
Provisions as to expert's consent and allotment.
605
Registration of prospectus.
605A
Offer of Indian Depository Receipts.
606
Penalty for contravention of sections 603, 604 and 605.
607
Civil liability for misstatements in prospectus.
608
Interpretation of provisions as to prospectuses.
  
  
Part XII
Registration offices and officers and fees
   
  
609
Registration Offices.
610
Inspection, production and evidence of documents kept by Registrar.
610A
Admissibility of micro films, facsimile copies of documents, computer printouts and documents on computer media as documents and as evidence.
611
Fees in Schedule X to be paid.
612
Fees, etc., paid to Registrar and other  officers to be accounted for to Central Government.
613
Power of Central Government to reduce fees, charges, etc.
614
Enforcement of duty of company to make returns,, etc., to Registrar.
614A
Power of Court trying offences under the Act to direct the filing of documents with Registrar.
   
   
Part XIII
General
    
   
615
Power of Central Government to direct companies to furnish information or statistics.
616
Application of Act to insurance, banking, electricity supply and other companies governed by special Acts.
617
Definition of "Government Company".
618
Government Companies not to have managing agents.
619
Application of sections 224 to 233 to Government Companies.
619A
Annual reports on Government Companies.
619B
Provisions of section 619 to apply to  certain companies.
620
Power to modify Act in relation to Government Companies.
620A
Power to modify Act in its application to Nidhis, etc.
620B
Special provisions as to companies in Goa, Daman and Diu.
620C
Special provisions as to companies in Jammu and Kashmir.
621
Offences against Act to be cognizable only on complaint by Registrar, shareholder or Government.
621A
Composition of certain offences.
622
Jurisdiction to try offences.
623