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Companies Act, 2013
CHAPTER III — PROSPECTUS AND ALLOTMENT OF SECURITIES

Act · Companies Act, 2013

Chapter III — PROSPECTUS AND ALLOTMENT OF SECURITIES

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This legal material is provided for educational and informational purposes only. AskLawIndia does not claim this to be the official or certified version of any Act, rule, notification, circular, order, or legal instrument. Users must verify the latest and official version from the concerned government, court, tribunal, gazette, or authority before relying on it.

PROSPECTUS AND ALLOTMENT OF SECURITIES

Sub-sections

Section 23 — Public offer and private placement
Section 24 — Power of Securities and Exchange Board to regulate issue and transfer of securities,
Section 25 — Document containing offer of securities for sale to be d eemed prospectus
Section 26 — Matters to be stated in prospectus
Section 27 — Variation in terms of contract or objects in prospectus
Section 28 — Offer of sale of sha res by certain members of company
Section 29 — Public offer of securities to be in dematerialised form
Section 30 — Advertisement of prospectus
Section 31 — Shelf prospectus
Section 32 — Red herring prosp ectus
Section 33 — Issue of application forms for securities
Section 34 — Criminal liability for mis-statements in prospectus
Section 35 — Civil liability for mis-statements in prospectus
Section 36 — Punishment for fraudulently inducing persons to invest money
Section 37 — Action by affected persons
Section 38 — Punishment for personation for acquisition, etc., of securities
Section 39 — Allotment of securities by company
Section 40 — Securities to be dealt with in stock ex changes
Section 41 — Global depository receip t

Related sections

Chapter I — PRELIMINARY
Chapter II — INCORPORATION OF COMPANY AND MATTERS INCIDENTAL THERETO
Chapter IV — SHARE CAPITAL AND DEBENTURES
Chapter V — ACCEPTANCE OF DEPOSITS BY COMPANIES
Chapter VI — REGISTRATION OF CHARGES
Chapter VII — MANAGEMENT AND ADMINISTRATION
Chapter VIII — DECLARATION AND PAYMENT OF DIVIDEND
Chapter IX — ACCOUNTS OF COMPANIES
Chapter X — AUDIT AND AUDITORS
Chapter XI — APPOINTMENT AND QUALIFICATIONS OF DIRECTORS
Chapter XII — MEETINGS OF BOARD AND ITS POWERS
Chapter XIII — APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL
Chapter XIV — INSPECTION, INQUIRY AND INVESTIGATION
Chapter XV — COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS
Chapter XVI — PREVENTION OF OPPRESSION AND MISMANAGEMENT
Chapter XVII — REGISTERED VALUERS
Chapter XVIII — REMOVAL OF NAMES OF COMPANIES FROM THE REGISTER OF COMPANIES
Chapter XIX — REVIVAL AND REHABILITATION OF SICK COMPANIES
Chapter XX — WINDING UP
Chapter XXI
Chapter XXII — COMPANIES INCORPORATED OUTSIDE INDIA
Chapter XXIII — GOVERNMENT COMPANIES
Chapter XXIV — REGISTRATION OFFICES AND FEES
Chapter XXV — COMPANIES TO FURNISH INFORMATION OR STATISTICS
Chapter XXVI — NIDHIS
Chapter XXVII — NATIONAL COMPANY LAW TRIBUNAL AND APPELLATE TRIBUNAL
Chapter XXVIII — SPECIAL COURTS
Chapter XXIX — MISCELLANEOUS
Schedule I — Schedule I
Schedule II — Schedule II
Schedule III — Schedule III
Schedule IV — CODE FOR INDEPENDENT DIRECTORS
Schedule V — Schedule V
Schedule VI — Schedule VI
Schedule VII — Schedule VII

Contents

Chapter I — PRELIMINARY

Section 1 — Short title, extent, commencement and application

Section 2 — Definitions

Section 3 — The word “and” omitted by s. 2, ibid. (w.e.f. 9-2-2018)

Section 4 — Subs. by s. 2, ibid., for sub-clause (v) (w.e.f. 9-2-2018)

Section 5 — The Proviso ins. by Act 29 of 2020, s. 2 (w.e.f. 22-1-2021)

Chapter II — INCORPORATION OF COMPANY AND MATTERS INCIDENTAL THERETO

Section 6 — Act to override memorandum, articles, etc

Section 7 — Incorporation of company

Section 8 — Formation of companies with charitable objects, etc

Section 9 — Effect of registration

Section 10 — Effect of memorandum and articles

Section 11 — [ Commencement of business, etc. ] Omitted by the Companies (Amendment) Act, 2015 (21 of

Section 12 — Registered office of company

Section 13 — Alteration of memorandum

Section 14 — Alteration of articles

Section 15 — Alteration of memorandum or articles to be noted in every copy

Section 16 — Rectification of name of company

Section 17 — Copies of memorandum, articles, etc., to be given to members

Section 18 — Conversion of companies already registered

Section 19 — Subsidiary company not to hold shares in its holding company

Section 20 — Service of documents

Section 21 — Authentication of documents, proceedings and contracts

Section 22 — Execution of bills of exchange, etc

Chapter III — PROSPECTUS AND ALLOTMENT OF SECURITIES

Section 23 — Public offer and private placement

Section 24 — Power of Securities and Exchange Board to regulate issue and transfer of securities,

Section 25 — Document containing offer of securities for sale to be d eemed prospectus

Section 26 — Matters to be stated in prospectus

Section 27 — Variation in terms of contract or objects in prospectus

Section 28 — Offer of sale of sha res by certain members of company

Section 29 — Public offer of securities to be in dematerialised form

Section 30 — Advertisement of prospectus

Section 31 — Shelf prospectus

Section 32 — Red herring prosp ectus

Section 33 — Issue of application forms for securities

Section 34 — Criminal liability for mis-statements in prospectus

Section 35 — Civil liability for mis-statements in prospectus

Section 36 — Punishment for fraudulently inducing persons to invest money

Section 37 — Action by affected persons

Section 38 — Punishment for personation for acquisition, etc., of securities

Section 39 — Allotment of securities by company

Section 40 — Securities to be dealt with in stock ex changes

Section 41 — Global depository receip t

Chapter IV — SHARE CAPITAL AND DEBENTURES

Section 43 — Kinds of share capital

Section 44 — Nature of shares or debentures

Section 45 — Numbering of shares

Section 46 — Certificate of shares

Section 47 — Voting rights

Section 48 — Variations of shareholders’ rights

Section 49 — Calls on shares of same class to be made on uniform basis

Section 50 — Company to accept unpaid share capital, although not called up

Section 51 — Payment of dividend in proportion to amount paid-up

Section 52 — Application of premiums received on issue of shares

Section 53 — Prohibition on issue of shares at discount

Section 54 — Issue of sweat equity shares

Section 55 — Issue and redemption of preference shares

Section 57 — Punishment for personation of shareholder

Section 58 — Refusal of registration and appeal against refusal

Section 59 — Rectification of register of members

Section 60 — Publication of authorised, subscribed and paid -up capital

Section 61 — Power of limited company to alter its share capital

Section 62 — Further issue of share capital

Section 63 — Issue of bonus shares

Section 64 — Notice to be given to Registrar for alteration of share capital

Section 65 — Unlimited company to provide for reserve share capital on conversion into limited

Section 66 — Reduction of share capital

Section 67 — Restriction on purchase by company or giving of loans by it for purchase of its shares

Section 68 — Power of company to purchase its own securities

Section 69 — Transfer of certain sums to capital redemption reserve account

Section 70 — Prohibition for buy-back in certain circumstances

Section 71 — Debentures

Section 72 — Power to nominate

Chapter V — ACCEPTANCE OF DEPOSITS BY COMPANIES

Section 73 — Prohibition on acceptance of deposits from public

Section 74 — Repayment of deposits, etc., accepted before commencement of this Act

Section 75 — Damages for fraud

Section 76 — Acceptance of deposits from public by certain companies

Chapter VI — REGISTRATION OF CHARGES

Section 77 — Duty to register charges, etc

Section 78 — Application for registration of charge

Section 79 — Section 77 to apply in certain matters

Section 80 — Date of notice of charge

Section 81 — Register of charges to be kept by Registrar

Section 82 — Company to report satisfaction of charge

Section 83 — Power of Registrar to make entries of satisfaction and release in absence of intimation from

Section 84 — Intimation of appointment of receiver or manager

Section 85 — Company’s register of charges

Section 86 — Punishment for contravention

Chapter VII — MANAGEMENT AND ADMINISTRATION

Section 88 — Register of members, etc

Section 89 — Declaration in respect of beneficial interest in any share

Section 91 — Power to close register of members or de benture-holders or other security holders

Section 92 — Annual return

Section 93 — [Return to be filed with Registrar in case promoter’s stake changes .] Omitted by the Companies Act,

Section 94 — Place of keeping and inspection of registers, returns, etc

Section 95 — Registers, etc., to be evidence

Section 96 — Annual general meeting

Section 97 — Power of Tribunal to call annual general meeting

Section 98 — Power of Tribunal to call meetings of members, etc

Section 99 — Punishment for default in complying with provisions of sections 96 to 98

Section 100 — Calling of extraordinary general meeting

Section 101 — Notice of meeting

Section 102 — Statement to be annexed to notice

Section 103 — Quorum for meetings

Section 104 — Chairman of meetings

Section 105 — Proxies

Section 106 — Restriction on voting rights

Section 107 — Voting by show of hands

Section 108 — Voting through electronic means

Section 109 — Demand for poll

Section 110 — Postal ballot

Section 111 — Circulation of members’ resolution

Section 112 — Representation of President and Governors in meetings

Section 113 — Representation of corporations at meeting of companies and of credi tors

Section 114 — Ordinary and special resolutions

Section 115 — Resolutions requiring special notice

Section 116 — Resolutions passed at adjourned meeting

Section 117 — Resolutions and agreements to be filed

Section 118 — Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting

Section 119 — Inspection of minute-books of general meeting

Section 120 — Maintenance and inspection of documents in electronic form

Section 121 — Report on annual general meeting

Section 122 — Applicability of this Chapter to One Person Company

Chapter VIII — DECLARATION AND PAYMENT OF DIVIDEND

Section 123 — Declaration of dividend

Section 124 — Unpaid Dividend Account

Section 125 — Investor Education and Protection Fund

Section 126 — Right to dividend, rights shares and bonus shares to be held in abeyance pending registration

Section 127 — Punishment for failure to distribute dividends

Chapter IX — ACCOUNTS OF COMPANIES

Section 128 — Books of account, etc., to be kept by company

Section 129 — Financial statement

Section 130 — Re-opening of accounts on court’s or Tribunal’s orders

Section 131 — Voluntary revision of financial statements or Board’s report

Section 132 — Constitution of National Financial Reporting Authority

Section 133 — Central Government to prescribe accounting standards

Section 134 — Financial statement, Board’s report, etc

Section 135 — Corporate Social Responsibility

Section 136 — Right of member to copies of audited financia l statement

Section 137 — Copy of financial statement to be filed with Registrar

Section 138 — Internal audit

Chapter X — AUDIT AND AUDITORS

Section 139 — Appointment of auditors

Section 140 — Removal, resignation of auditor and giving of special notice

Section 141 — Eligibility, qualifications and disqualifications of auditors

Section 142 — Remuneration of auditors

Section 143 — Powers and duties of auditors and auditing standards

Section 144 — Auditor not to render certain services

Section 145 — Auditor to sign audit reports, etc

Section 146 — Auditors to attend general meeting

Section 147 — Punishment for contravention

Section 148 — Central Government to sp ecify audit of items of cost in respect of certain companies

Chapter XI — APPOINTMENT AND QUALIFICATIONS OF DIRECTORS

Section 149 — Company to have Board of Directors

Section 150 — Manner of selection of independent directors and maintenance of databank of independent

Section 151 — Appointment of director elected by small shareholders

Section 152 — Appointment of directors

Section 153 — Application for allotment of Director Identification Number

Section 154 — Allotment of Director Identification Number

Section 155 — Prohibition to obtain more than one Director Identification Number

Section 156 — Director to intimate Director Identification Number

Section 157 — Company to inform Director Identification Number to Registrar

Section 158 — Obligation to indicate Director Identifica tion Number

Section 160 — Right of persons other than retiring directors to stand for directorship

Section 161 — Appointment of additional director, alternate director and nominee director

Section 162 — Appointment of directors to be voted individually

Section 163 — Option to adopt principle of proportional representation for appointment of directors

Section 164 — Disqualifications for app ointment of director

Section 165 — Number of directorships

Section 166 — Duties of directors

Section 167 — Vacation of office of director

Section 168 — Resignation of director

Section 169 — Removal of directors

Section 170 — Register of directors and key managerial personnel and their shareholding

Section 171 — Members’ right to inspect

Chapter XII — MEETINGS OF BOARD AND ITS POWERS

Section 173 — Meetings of Board

Section 174 — Quorum for meetings of Board

Section 175 — Passing of resolution by circulation

Section 176 — Defects in appointment of directors not to invalidate actions taken

Section 177 — Audit Committee

Section 178 — Nomination and Remuneration Committee and Stakeholders Relationship

Section 179 — Powers of Board

Section 180 — Restrictions on powers of Board

Section 181 — Company to contribute to bona fide and charitable funds, etc

Section 182 — Prohibitions and restrictions regarding political contributions

Section 183 — Powe r of Board and other persons to make contributions to national defence fund,

Section 184 — Disclosure of interest by director

Section 186 — Loan and investment by company

Section 187 — Investments of company to be held in its own name

Section 188 — Related party transactions

Section 189 — Register of contracts or arrangements in which directors are interested

Section 190 — Contract of employment with managing or whole -time director

Section 191 — Payment to director for loss of office, etc., in connection with transfer of undertaking,

Section 192 — Restriction on non-cash transactions involving directors

Section 193 — Contract by One Person Company

Section 194 — [Prohibition on forward dealings in securities of company by director or key managerial

Section 195 — [Prohibition on insider trading of securities.] Omitted by s. 65, ibid. (w.e.f. 9-2-2018)

Chapter XIII — APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL

Section 196 — Appointment of managing director, whole-time director or manager

Section 197 — Overall maximum managerial remuneration and managerial remuneration in case of

Section 198 — Calculation of profits

Section 199 — Recovery of remuneration in certain cases

Section 200 — Central Government or company to fix limit with regard to remuneration

Section 201 — Forms of, and procedure in relation to, certain applications

Section 202 — Compensation for loss of office of managing or whole -time director or manager

Section 203 — Appointment of key managerial personnel

Section 204 — Secretarial audit for bigger companies

Section 205 — Functions of company secretary

Chapter XIV — INSPECTION, INQUIRY AND INVESTIGATION

Section 206 — Power to call for information, inspect books and conduct inquiries

Section 208 — Report on inspection made

Section 209 — Search and seizure

Section 210 — Investigation into affairs of company

Section 211 — Establishment of Serious Fraud Investigation Office

Section 212 — Investigation into affairs of Company by Serious Fraud Investigation Office

Section 213 — Investigation into company’s affairs in other cases

Section 214 — Security for payment of costs and expenses of investigation

Section 215 — Firm, body corporate or associati on not to be appointed as inspector

Section 216 — Investigation of ownership of company

Section 217 — Procedure, powers, etc., of inspectors

Section 218 — Protection of employees during investigation

Section 219 — Power of inspector to conduct investi gation into affairs of related companies, etc

Section 220 — Seizure of documents by inspector

Section 221 — Freezing of assets of company on inquiry and investigation

Section 222 — Imposition of restrictions upon securities

Section 223 — Inspector’s report

Section 224 — Actions to be taken in pursuance of inspector’s report

Section 225 — Expenses of investigation

Section 226 — Voluntary winding up of company, etc., not to stop investigation proceedings

Section 227 — Legal advisors and bankers not to disclose certain information

Section 228 — Investigation, etc., of foreign companies

Section 229 — Penalty for furnishing false statement, mu tilation, destruction of documents

Chapter XV — COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS

Section 230 — Power to compromise or make arrangements with creditors and members

Section 231 — Power of Tribunal to enforce compromise or arrangement

Section 232 — Merger and amalgamation of companies

Section 233 — Merger or amalgamation of certain companies

Section 234 — Merger or amalgamation o f company with foreign company

Section 235 — Power to acquire shares of shareholders dissenting from scheme or contract approved by

Section 236 — Purchase of minority shareholding

Section 237 — Power of Central Government to provide for amalgamation of companies in public

Section 238 — Registration of offer of schemes involving transfer of shares

Section 239 — Preservation of books and papers of amalgamated companies

Section 240 — Liability of officers in respect of offences committed prior to merger, amalgamation, etc

Chapter XVI — PREVENTION OF OPPRESSION AND MISMANAGEMENT

Section 241 — Application to Tribunal for relief in cases of oppression, etc

Section 242 — Powers of Tribunal

Section 243 — Consequence of termination or modification of certain agreements

Section 244 — Right to apply under section 241

Section 245 — Class action

Section 246 — Application of certain provisions to proceedings under section 241 or section 245

Chapter XVII — REGISTERED VALUERS

Section 247 — Valuation by registered valuers

Chapter XVIII — REMOVAL OF NAMES OF COMPANIES FROM THE REGISTER OF COMPANIES

Section 248 — Power of Registrar to remove name of company from register of companies

Section 249 — Restrictions on making application under section 248 in certain situations

Section 250 — Effect of company notified as dissolved

Section 251 — Fraudulent application for removal of name

Section 252 — Appeal to Tribunal

Chapter XIX — REVIVAL AND REHABILITATION OF SICK COMPANIES

Section 253 — [Determination of sickness.] Omitted by the Insolvency and Bankruptcy Code, 2016 (31 of 2016),

Section 254 — [Application for revival and rehabilitation .] Omitted by s. 255 and the Eleventh Schedule, ibid

Section 255 — [Exclusion of certain time in computing period of limitation.] Omitted by s. 255 and the Eleventh

Section 256 — [Appointment of interim administrator .]Omitted by s. 255 and the Eleventh Schedule, ibid

Section 257 — [Committee of creditors.] Omitted by s. 255 and the Eleventh Schedule, ibid. (w.e.f. 15-11-2016)

Section 258 — [Order of Tribunal.]Omitted by s. 255 and the Eleventh Schedule, ibid. (w.e.f. 15-11-2016)

Section 259 — [Appointment of administrator.]Omitted by s. 255 and the Eleventh Schedule, ibid. (w.e.f

Section 260 — [Powers and duties of company administrator.] Omitted by s. 255 and the Eleventh Schedule, ibid

Section 261 — [Scheme of revival and rehabilitation .] Omitted by s. 255 and the Eleventh Schedule, ibid

Section 262 — [Sanction of scheme.] Omitted by s. 255 and the Eleventh Schedule, ibid. (w.e.f. 15-11-2016)

Section 263 — [Scheme to be binding.] Omitted by s. 255 and the Eleventh Schedule, ibid. (w.e.f. 15-11-2016)

Section 264 — [Implementation of scheme.] Omitted by s. 255 and the Eleventh Schedule, ibid. (w.e.f

Section 265 — [Winding up of company on report of company administrator.] Omitted by s. 255 and the Eleventh

Section 266 — [Power of Tribunal to assess damages against delinquent directors, etc.] Omitted by the Insolvency

Section 268 — [Bar of jurisdiction.] Omitted by s. 255 and the Eleventh Schedule, ibid.(w.e.f. 15-11-2016)

Chapter XX — WINDING UP

Section 273 — Powers of Tribunal

Section 274 — Directions for filing statement of affairs

Section 275 — Company Liquidators and their appointments

Section 276 — Removal and replacement of liquidator

Section 277 — Intimation to Company Liquidator, provisional liquidator and Registrar

Section 278 — Effect of winding up order

Section 279 — Stay of suits, etc., on winding up order

Section 281 — Submission of report by Company Liquidator

Section 282 — Directions of Tribunal on report of Company Liquidator

Section 283 — Custody of company’s properties

Section 284 — Promoters , directors, etc., to cooperate with Company Liquidator

Section 285 — Settlement of list of contributories and application of assets

Section 286 — Obligations of directors and managers

Section 287 — Advisory committee

Section 288 — Submission of periodical reports to Tribunal

Section 289 — [Power of Tribunal on application for stay of winding up .] Omitted by the Insolvency and

Section 290 — Powers and duties of Company Liquidator

Section 291 — Provision for professional assistance to Company Liquidator

Section 292 — Exercise and control of Company Liquidator’s powers

Section 293 — Books to be kept by Company Liquidator

Section 294 — Audit of Company Liquidator’s accounts

Section 295 — Payment of debts by contributory and extent of set -off

Section 296 — Power of Tribunal to make calls

Section 297 — Adjustment of rights of contributories

Section 298 — Power to order costs

Section 299 — Power to summon persons suspected of having property of company, etc

Section 300 — Power to order examination of promoters, directors, etc

Section 301 — Arrest of person trying to leave India or abscond

Section 302 — Dissolution of company by Tribunal

Section 303 — Appeals from orders made before commencement of Act

Section 320 — [Distribution of property of company .] Omitted by s . 255 and the Eleventh Schedule, ibid

Section 321 — [ Arrangement when binding on company and creditors .] Omitted by the Insolvency and

Section 322 — [Power to apply to Tribunal to have questions determined, etc.] Omitted by s. 255 and the Eleventh

Section 324 — Debts of all descriptions to be admitted to proof

Section 327 — Preferential payments

Section 328 — Fraudulent preference

Section 330 — Certain transfers to be void

Section 331 — Liabilities and rights of certain persons fraudulently preferred

Section 332 — Effect of floating charge

Section 333 — Disclaimer of onerous property

Section 335 — Certain attachments, executions, etc., in winding up by Tribunal to be void

Section 336 — Offences by officers of companies in liquidation

Section 337 — Penalty for frauds by officers

Section 338 — Liability where proper accounts not kept

Section 339 — Liability for fraudulent conduct of business

Section 340 — Power of Tribunal to assess damages against delinquent directors, etc

Section 341 — Liability under sections 339 and 340 to extend to partners or directors in firms or

Section 342 — Prosecution of delinquent officers and members of company

Section 343 — Company Liquidator to exercise certain powers subject to sanction

Section 344 — Statement that company is in liquidation

Section 345 — Books and papers of company to be evidence

Section 346 — Inspection of bo oks and papers by creditors and contributories

Section 347 — Disposal of books and papers of company

Section 348 — Information as to pending liquidations

Section 349 — Official Liquidator to make payments into public account of India

Section 350 — Company Liquidator to deposit monies into scheduled bank

Section 351 — Liquidator not to deposit monies into private banking account

Section 352 — Company Liquidation Dividend and Undistributed Assets Account

Section 353 — Liquidator to make returns, etc

Section 354 — Meetings to ascertain wishes of creditors or contributories

Section 355 — Court, tribunal or person, etc., before whom affidavit may be sworn

Section 356 — Powers of Tribunal to declare dissolution of company void

Section 358 — Exclusion of certain time in computing period of limitation

Section 359 — Appointment of Official Liquidator

Section 360 — Powers and functions of Official Liquidator

Section 361 — Summary procedure for liquidation

Section 362 — Sale of assets and recovery of debts due to company

Section 363 — Settlement of claims of creditors by Official Liquidator

Section 364 — Appeal by creditor

Section 365 — Order of dissolution of company

Section 366 — Companies capable of being registered

Section 367 — Certificate of registration of existing companies

Section 368 — Vesting of property on registration

Section 369 — Saving of existing liabilities

Section 370 — Continuation of pending legal proceedings

Section 371 — Effect of registration under this Part

Section 372 — Power of Court t o stay or restrain proceedings

Section 373 — Suits stayed on winding up order

Section 374 — Obligations of companies r egistering under this Part

Section 375 — Winding up of unregistered companies

Section 376 — Power to wind up foreign companies, although dissolved

Section 377 — Provisions of Chapter cumulative

Section 378 — Saving and construction of enactments conferring power to wind up partnership firm,

Section 378A — Definitions

Section 378B — Objects of Producer Company

Section 378C — Formation of Producer Company and its registration

Section 378D — Membership and voting rights of Members of Producer Company

Section 378E — Benefits to Members

Section 378F — Memorandum of Producer Company

Section 378G — Articles of association

Section 378H — Amendment of memorandum

Section 378J — Option to inter -State co -operative societies to become Producer Companies

Section 378K — Effect of incorporation of Producer Company

Section 378L — Vesting of undertaking in Producer Com pany

Section 378M — Concession etc., to be deemed to have been granted to Producer Company

Section 378N — Provisions in respect of officers and other employees of inter-State co-operative society

Section 378P — Appointment of directors

Section 378Q — Vacation of office by directors

Section 378R — Powers and functions of Board

Section 378S — Matters to be transacted at general meeting

Section 378T — Liability of directors

Section 378U — Committee of directors

Section 378W — Chief Executive and his functions

Section 378X — Secretary of Producer Company

Section 378Y — Quorum

Section 378Z — Voting rights

Chapter XXII — COMPANIES INCORPORATED OUTSIDE INDIA

Section 379 — Application of Act to foreign companies

Section 380 — Documents, etc., to be delivered to Registrar by foreign companies

Section 381 — Accounts of foreign company

Section 382 — Display of name, etc., of foreign company

Section 383 — Service on foreign company

Section 384 — Debentures, annual return, registration of charges, books of account and their inspection

Section 385 — Fee for registration of documents

Section 386 — Interpretation

Section 387 — Dating of prospectus and particulars to be contained therein

Section 388 — Provisions as to expert’s consent and allotment

Section 389 — Registration of prospectus

Section 390 — Offer of Indian Depository Receipts

Section 391 — Application of sections 34 to 36 and Chapter XX

Section 392 — Punishment for contravention

Section 393 — Company’s failure to comply with provisions of this Chapter not to affect validity of

Chapter XXIII — GOVERNMENT COMPANIES

Section 394 — Annual reports on Government companies

Section 395 — Annual reports where one or more State Gove rnments are members of companies

Chapter XXIV — REGISTRATION OFFICES AND FEES

Section 396 — Registration offices

Section 397 — Admissibility of certain documents as evidence

Section 398 — Provisions relating to filing of applications, documents, inspection, etc., in electronic form

Section 399 — Inspection, production and evidence of documents kept by Registrar

Section 400 — Electronic form to be exclusive, alternative or in addition to physical form

Section 401 — Provision of value added services through electronic form

Section 402 — Application of provisions of Information Technology Act, 2000

Section 403 — Fee for filing, etc

Section 404 — Fees, etc., to be credited into public account

Chapter XXV — COMPANIES TO FURNISH INFORMATION OR STATISTICS

Section 405 — Power of Central Government to direct companies to furnish information or statistics

Chapter XXVI — NIDHIS

Chapter XXVII — NATIONAL COMPANY LAW TRIBUNAL AND APPELLATE TRIBUNAL

Section 407 — Definitions

Section 408 — Constitution of National Company Law Tribunal

Section 409 — Qualification of President and Members of Tribunal

Section 410 — Constitution of Appellate Tribunal

Section 411 — Qualifications of chairperson and Members of Appellate Tribunal

Section 412 — Selection of Members of Tribunal and Appellate Tribunal

Section 413 — Term of office of President, chairperson and other Members

Section 414 — Sal ary, allowances and other terms and conditions of service of Members

Section 415 — Acting President and Chairperson of Tribunal or Appellate Tribunal

Section 416 — Resignation of Members

Section 417 — Removal of Members

Section 418 — Staff of Tribunal and Appellate Tribunal

Section 419 — Benches of Tribunal

Section 420 — Orders of Tribunal

Section 421 — Appeal from orders of Tribunal

Section 422 — Expeditious disposal by Tribunal and Appellate Tribunal

Section 423 — Appeal to Supreme Court

Section 424 — Procedure before Tribunal and Appellate Tribunal

Section 425 — Power to punish for contempt

Section 426 — Delegation of powers

Section 427 — President, Members, officers, etc., to be public servants

Section 428 — Protection of action taken in good faith

Section 429 — Power to seek assistance of Chief Metropolitan Magistrate, etc

Section 430 — Civil court not to have jurisdiction

Section 431 — Vacancy in Tribunal or Appellate Tribunal not to invalidate acts or proceedings

Section 432 — Right to legal rep resentation

Section 433 — Limitation

Chapter XXVIII — SPECIAL COURTS

Section 436 — Offences triable by Special Courts

Section 437 — Appeal and revision

Section 438 — Application of Code to proceedings before Special Court

Section 439 — Offences to be non -cognizable

Section 440 — Transitional provisions

Section 441 — Compo unding of certain offences

Section 442 — Mediation and Conciliation Panel

Section 443 — Power of Central Government to appoint company prosecutors

Section 444 — Appeal against acquittal

Section 445 — Compensation for accusation without reasonable cause

Section 446 — Application of fines

Chapter XXIX — MISCELLANEOUS

Section 447 — Punishment for fraud

Section 448 — Punishment for false statement

Section 449 — Punishment for false evidence

Section 450 — Punishment where no specific penalty or punishment is provided

Section 451 — Punishment in case of repeated default

Section 452 — Punishment for wrongful withholding of property

Section 453 — Punishment for improper use of “Limited” or “Private Limited”

Section 454 — Adjudication of penalties

Section 455 — Dormant company

Section 456 — Protection of action taken in good faith

Section 457 — Non-disclosure of information in certain cases

Section 458 — Delegation by Central Government of its powers and functions

Section 459 — Powers of Central Government of Tribunal to accord approval, etc., subject to conditions

Section 460 — Condonation of delay in certain cases

Section 461 — Annual report by Central Government

Section 462 — Power to exempt class or classes of companies from provisions of this Act

Section 463 — Power of court to grant relief in certain cases

Section 464 — Prohibition of associati on or partnership of persons exceeding certain number

Section 465 — Repeal of certain enactments and savings

Section 466 — Dissolution of Company Law Board and consequential provisions

Section 467 — Power of Central Government to amend Schedules

Section 468 — Powers of Central Government to make rules relating to winding up

Section 469 — Power of Central Government to make rules

Section 470 — Power to remove difficulties

Schedule I — Schedule I

Schedule II — Schedule II

Schedule III — Schedule III

Schedule IV — CODE FOR INDEPENDENT DIRECTORS

Schedule V — Schedule V

Schedule VI — Schedule VI

Schedule VII — Schedule VII

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