| Chapter I | Preliminary |
| 1 | Short Title, Extent, Commencement and Application |
| 2 | Definitions |
| Chapter II | Incorporation of Company and Matters Incidental Thereto |
| 3 | Formation of Company |
| 3A | Members severally liable in certain cases |
| 4 | Memorandum |
| 5 | Articles |
| 6 | Act to Override Memorandum, Articles, etc. |
| 7 | Incorporation of Company |
| 8 | Formation of Companies with Charitable Objects, etc. |
| 9 | Effect of Registration |
| 10 | Effect of Memorandum and articles |
| 10A | Commencement of business etc. |
| 11 | Commencement of Business, etc. |
| 12 | Registered Office of Company |
| 13 | Alteration of Memorandum |
| 14 | Alteration of Articles |
| 15 | Alteration of Memorandum or Articles to be Noted in Every Copy |
| 16 | Rectification of name of company |
| 17 | Copies of Memorandum, Articles, etc., to be Given to member |
| 18 | Conversion of Companies Already Registered |
| 19 | Subsidiary Company not to hold shares in its Holding Company |
| 20 | Service of Document |
| 21 | Authentication of Documents, Proceedings and Contracts |
| 22 | Execution of Bills of Exchange, etc. |
Chapter III Part I
| Prospectus and Allotment of Securities |
| 23 | Public Offer and Private Placement |
| 24 | Power of Securities and Exchange Board to Regulate Issue and Transfer of Securities, etc. |
| 25 | Document Containing Offer of Securities for Sale to be Deemed Prospectus |
| 26 | Matters to be Stated in Prospectus |
| 27 | Variation in Terms of Contract or Objects in Prospectus |
| 28 | Offer of Sale of Shares by Certain Members of Company |
| 29 | Public Offer of Securities to be in Dematerialised Form |
| 30 | Advertisement of Prospectus |
| 31 | Shelf Prospectus |
| 32 | Red Herring Prospectus |
| 33 | Issue of Application Forms for Securities. |
| 34 | Criminal Liability for Mis-statements in Prospectus |
| 35 | Civil Liability for Mis-statements in Prospectus |
| 36 | Punishment for Fraudulently Inducing Persons to Invest Money |
| 37 | Action by Affected Persons |
| 38 | Punishment for Personation for Acquisition, etc., of Securities |
| 39 | Allotment of Securities by Company |
| 40 | Securities to be dealt with in Stock Exchanges |
| 41 | Global Depository Receipt |
| Chapter III Part II | The Companies (Private Placement) |
| 42 | Offer or Invitation for Subscription of Securities on Private Placement |
| Chapter IV | Share Capital and Debentures |
| 43 | Kinds of Share Capital |
| 44 | Nature of Shares or Debentures |
| 45 | Numbering of Shares |
| 46 | Certificate of Shares |
| 47 | Voting Rights |
| 48 | Variation of Shareholders’ Rights |
| 49 | Calls on Shares of Same Class to be Made on Uniform Basis |
| 50 | Company to Accept Unpaid Share Capital, Although not Called Up |
| 51 | Payment of dividend in proportion to amount paid-up |
| 52 | Application of premiums received on issue of shares |
| 53 | Prohibition on Issue of Shares at Discount |
| 54 | Issue of Sweat Equity Shares |
| 55 | Issue and Redemption of Preference Shares |
| 56 | Transfer and Transmission of Securities |
| 57 | Punishment for Personation of Shareholder |
| 58 | Refusal of registration and appeal against refusal |
| 59 | Rectification of register of members |
| 60 | Publication of authorised, subscribed and paid-up capital |
| 61 | Power of Limited Company to Alter its Share Capital |
| 62 | Further Issue of Share Capital |
| 63 | Issue of Bonus Shares |
| 64 | Notice to be Given to Registrar for Alteration of Share Capital |
| 65 | Unlimited Company to Provide for Reserve Share Capital on Conversion into Limited Company |
| 66 | Reduction of share capital |
| 67 | Restrictions on Purchase by Company or Giving of Loans by it for Purchase of its Shares |
| 68 | Power of Company to Purchase its Own Securities |
| 69 | Transfer of Certain Sums to Capital Redemption Reserve Account |
| 70 | Prohibition for Buy-Back in Certain Circumstances |
| 71 | Debentures |
| 72 | Power to nominate |
| Chapter V | Acceptance of Deposits by Companies |
| 73 | Prohibition on acceptance of deposits from public |
| 74 | Repayment of deposits, etc., accepted before commencement of this Act. |
| 75 | Damages for fraud |
| 76 | Acceptance of deposits from public by certain companies |
| 76A | Punishment for contravention of section 73 or section 76 |
| Chapter VI | Registration of Charges |
| 77 | Duty to Register Charges, etc. |
| 78 | Application for registration of charge. |
| 79 | Section 77 to apply in certain matters |
| 80 | Date of notice of charge |
| 81 | Register of Charges to be kept by Registrar |
| 82 | Company to Report Satisfaction of Charge |
| 83 | Power of Registrar to Make Entries of Satisfaction and Release in Absence of Intimation from Company |
| 84 | Intimation of Appointment of Receiver or Manager |
| 85 | Company’s Register of Charges |
| 86 | Punishment for Contravention |
| 87 | Rectification by Central Government in Register of Charges |
| Chapter VII | Management and Administration |
| 88 | Register of Members, etc. |
| 89 | Declaration in Respect of Beneficial Interest in any Share |
| 90 | Register of significant beneficial owners in a company |
| 91 | Power to Close Register of Members or Debenture-Holders or Other Security Holders |
| 92 | Annual return |
| 93 | Return to be Filed with Registrar in Case Promoters‘ Stake Changes |
| 94 | Place of keeping and Inspection of Registers, Returns, etc. |
| 95 | Registers, etc., to be Evidence. |
| 96 | Annual general meeting |
| 97 | Power of Tribunal to Call Annual General Meeting |
| 98 | Power of Tribunal to Call Meetings of Members, etc |
| 99 | Punishment for default in complying with provisions of sections 96 to 98 |
| 100 | Calling of Extraordinary General Meeting |
| 101 | Notice of Meeting |
| 102 | Statement to be Annexed to Notice |
| 103 | Quorum for meetings |
| 104 | Chairman of meetings |
| 105 | Proxies |
| 106 | Restriction on voting rights |
| 107 | Voting by show of hands |
| 108 | Voting through electronic means |
| 109 | Demand for poll |
| 110 | Postal ballot |
| 111 | Circulation of members’ Resolution |
| 112 | Representation of President and Governors in Meetings |
| 113 | Representation of Corporations at Meeting of Companies and of Creditors |
| 114 | Ordinary and Special Resolutions |
| 115 | Resolutions Requiring Special Notice |
| 116 | Resolutions passed at Adjourned Meeting |
| 117 | Resolutions and Agreements to be Filed |
| 118 | Minutes of Proceedings of General Meeting, Meeting of Board of Directors and Other Meeting and Resolutions Passed by Postal Ballot |
| 119 | Inspection of minute-books of general meeting |
| 120 | Maintenance and Inspection of Documents in Electronic Form |
| 121 | Report on Annual General Meeting |
| 122 | Applicability of this Chapter to One Person Company |
| Chapter VIII | Declaration and Payment of Dividend |
| 123 | Declaration of Dividend |
| 124 | Unpaid Dividend Account |
| 125 | Investor Education and Protection Fund |
126
| Right to dividend, rights shares and bonus shares to be held in abeyance pending registration of transfer of shares |
| 127 | Punishment for failure to distribute dividends |
| Chapter IX | Accounts of Companies |
| 128 | Books of account, etc., to be kept by company |
| 129 | Financial Statement |
| 129A | Periodical financial results |
| 130 | Re-opening of Accounts on Court’s or Tribunal’s Orders |
| 131 | Voluntary Revision of Financial Statements or Board’s Report |
| 132 | Constitution of National Financial Reporting Authority |
| 133 | Central Government to prescribe accounting standards |
| 134 | Financial Statement, Board’s Report, etc. |
| 135 | Corporate Social Responsibility |
| 136 | Right of member to copies of audited financial statement |
| 137 | Copy of financial statement to be filed with Registrar |
| 138 | Internal audit |
| Chapter X | Audit and Auditors |
| 139 | Appointment of auditors |
| 140 | Removal, resignation of auditor and giving of special notice |
| 141 | Eligibility, qualifications and disqualifications of auditors |
| 142 | Remuneration of auditors |
| 143 | Powers and duties of auditors and auditing standards |
| 144 | Auditor not to render certain services |
| 145 | Auditor to sign audit reports, etc. |
| 146 | Auditors to attend general meeting |
| 147 | Punishment for contravention |
| 148 | Central Government to specify audit of items of cost in respect of certain companies |
| Chapter XI | Appointment and Qualifications of Directors |
| 149 | Company to have Board of Directors |
| 150 | Manner of selection of independent Directors and maintenance of databank of independent directors |
| 151 | Appointment of director elected by small shareholders |
| 152 | Appointment of Directors |
| 153 | Application for Allotment of Director Identification Number |
| 154 | Allotment of Director Identification Number |
| 155 | Prohibition to Obtain More than One Director Identification Number |
| 156 | Director to Intimate Director Identification Number |
| 157 | Company to Inform Director Identification Number to Registrar |
| 158 | Obligation to Indicate Director Identification Number |
| 159 | Penalty for Default of Certain Provisions |
| 160 | Right of Persons Other than retiring Directors to Stand for Directorship |
| 161 | Appointment of Additional Director, Alternate Director and Nominee Director |
| 162 | Appointment of Directors to be Voted Individually |
| 163 | Option to Adopt Principle of Proportional Representation for Appointment of Directors |
| 164 | Disqualifications for Appointment of Director |
| 165 | Number of Directorships |
| 166 | Duties of Directors |
| 167 | Vacation of Office of Director |
| 168 | Resignation of Director |
| 169 | Removal of Directors |
| 170 | Register of Directors and key Managerial Personnel and their Shareholding |
| 171 | Members’ right to inspect |
| 172 | Penalty |
| Chapter XII | Meetings of Board and its Powers |
| 173 | Meetings of Board |
| 174 | Quorum for Meetings of Board |
| 175 | Passing of Resolution by Circulation |
| 176 | Defects in Appointment of Directors not to Invalidate Actions Taken |
| 177 | Audit Committee |
| 178 | Nomination and Remuneration Committee and Stakeholders Relationship Committee |
| 179 | Powers of Board |
| 180 | Restrictions on Powers of Board |
| 181 | Company to Contribute to Bona Fide and Charitable Funds, etc. |
| 182 | Prohibitions and Restrictions Regarding Political Contributions |
| 183 | Power of Board and Other Persons to Make Contributions to National Defence Fund, etc. |
| 184 | Disclosure of Interest by Director |
| 185 | Loan to Directors, etc. |
| 186 | Loan and investment by company |
| 187 | Investments of company to be held in its own name |
| 188 | Related party transactions |
| 189 | Register of contracts or arrangements in which Directors are interested |
| 190 | Contract of employment with managing or whole-time directions |
| 191 | Payment to Director for Loss of Office, etc., in Connection with Transfer of Undertaking, Property or Shares |
| 192 | Restriction on Non-cash Transactions Involving Directors |
| 193 | Contract by One Person Company |
| 194 | Prohibition on Forward Dealings in Securities Company by Director or key Managerial Personnel |
| 195 | Prohibition on insider trading of securities |
| Chapter XIII | Appointment and Remuneration of Managerial Personnel |
| 196 | Appointment of managing director, whole-time director or manager |
| 197 | Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits. |
| 198 | Calculation of profits |
| 199 | Recovery of remuneration in certain cases |
| 200 | Central Government or company to fix limit with regard to remuneration |
| 201 | Forms of, and Procedure in Relation to, Certain Applications |
| 202 | Compensation for Loss of Office of Managing or Whole-time Director or Manager |
| 203 | Appointment of Key Managerial Personnel |
| 204 | Secretarial Audit for Bigger Companies |
| 205 | Functions of Company Secretary |
| Chapter XIV | Inspection, Inquiry and Investigation |
| 206 | Power to Call for Information, Inspect Books and Conduct Inquiries |
| 207 | Conduct of inspection and inquiry |
| 208 | Report on inspection made |
| 209 | Search and seizure |
| 210 | Investigation into Affairs of Company |
| 211 | Establishment of Serious Fraud Investigation Office |
| 212 | Investigation into Affairs of Company by Serious Fraud Investigation Office |
| 213 | Investigation into company’s affairs in other cases |
| 214 | Security for payment of costs and expenses of investigation |
| 215 | Firm, body corporate or Association Not to be Appointed as Inspector |
| 216 | Investigation of Ownership of Company |
| 217 | Procedure, Powers, etc., of Inspectors |
| 218 | Protection of Employees During Investigation |
| 219 | Power of Inspector to Conduct Investigation into Affairs of Related Companies, etc. |
| 220 | Seizure of Documents by Inspector |
| 221 | Freezing of Assets of Company on Inquiry and Investigation |
| 222 | Imposition of Restrictions Upon Securities |
| 223 | Inspector’s Report |
| 224 | Actions to be Taken in Pursuance of Inspector’s Report |
| 225 | Expenses of investigation |
| 226 | Voluntary Winding Up of Company, etc., Not to Stop Investigation Proceedings |
| 227 | Legal Advisors and Bankers Not to Disclose Certain Information |
| 228 | Investigation, etc., of Foreign Companies |
| 229 | Penalty for Furnishing False Statement, Mutilation, Destruction of Documents |
| Chapter XV | Compromises, Arrangements and Amalgamations |
| 230 | Power to Compromise or Make Arrangements with Creditors and members |
| 231 | Power of Tribunal to Enforce Compromise or Arrangement |
| 232 | Merger and Amalgamation of Companies |
| 233 | Merger or Amalgamation of Certain Companies |
| 234 | Merger or Amalgamation of Company with Foreign Company |
| 235 | Power to Acquire Shares of Shareholders Dissenting from Scheme or Contract Approved by Majority |
| 236 | Purchase of Minority Shareholding |
| 237 | Power of Central Government to Provide for Amalgamation of Companies in Public Interest |
| 238 | Registration of Offer of Schemes Involving Transfer of Shares |
| 239 | Preservation of Books and Papers of Amalgamated Companies |
| 240 | Liability of Officers in Respect of Offences Committed Prior to Merger, Amalgamation, etc. |
| Chapter XVI | Prevention of Oppression and Mismanagement |
| 241 | Application to Tribunal for Relief in Cases of Oppression, etc. |
| 242 | Powers of Tribunal |
| 243 | Consequences of Termination or Modification of Certain Agreements |
| 244 | Right to Apply Under section 241 |
| 245 | Class Action |
| 246 | Application of Certain Provisions to Proceedings Under Section 241 and Section 245 |
| Chapter XVII | Registered Valuers |
| 247 | Valuation by registered valuers |
| Chapter XVIII | Removal of Names of Companies From the Register of Companies |
| 248 | Power of Registrar to Remove Name of Company from Register of Companies |
| 249 | Restrictions on Making Application Under Section 248 in Certain Situations |
| 250 | Effect of Company Notified as Dissolved |
| 251 | Fraudulent application for removal of name |
| 252 | Appeal to Tribunal |
| Chapter XIX | Revival and Rehabilitation of SICK Companies |
| 253 | Determination of sickness |
| 254 | Application for Revival and Rehabilitation |
| 255 | Exclusion of certain time in computing period of limitation |
| 256 | Appointment of Interim Administrator |
| 257 | Committee of Creditors |
| 258 | Order of Tribunal |
| 259 | Appointment of Administrator |
| 260 | Powers and Duties of Company Administrator |
| 261 | Scheme of Revival and Rehabilitation |
| 262 | Sanction of Scheme |
| 263 | Scheme to be Binding |
| 264 | Implementation of Scheme |
| 265 | Winding Up of Company on Report of Company Administrator |
| 266 | Power of Tribunal to Assess Damages Against Delinquent Directors, etc. |
| 267 | Punishment for Certain Offences |
| 268 | Bar of Jurisdiction |
| 269 | Rehabilitation and Insolvency Fund |
| Chapter XX | Winding Up |
| 270 | Modes of Winding Up |
| Chapter XX Part I | Winding up by the Tribunal |
| 271 | Circumstances in Which Company May be Wound Up by Tribunal |
| 272 | Petition for Winding Up |
| 273 | Powers of Tribunal |
| 274 | Directions for Filing Statement of Affairs |
| 275 | Company Liquidators and Their Appointments |
| 276 | Removal and Replacement of Liquidator |
| 277 | Intimation to Company Liquidator, Provisional Liquidator and Registrar |
| 278 | Effect of winding up order |
| 279 | Stay of suits, etc., on winding up order |
| 280 | Jurisdiction of Tribunal |
| 281 | Submission of report by Company Liquidator |
| 282 | Directions of Tribunal on Report of Company Liquidator |
| 283 | Custody of company’s properties |
| 284 | Promoters, directors, etc., to cooperate with Company Liquidator |
| 285 | Settlement of list of contributories and application of assets |
| 286 | Obligations of Directors and managers |
| 287 | Advisory committee |
| 288 | Submission of periodical reports to Tribunal |
| 289 | Power of Tribunal on Application for Stay of Winding Up |
| 290 | Powers and duties of Company Liquidator |
| 291 | Provision for professional assistance to Company Liquidator |
| 292 | Exercise and control of Company Liquidator’s powers |
| 293 | Books to be kept by Company Liquidator |
| 294 | Audit of Company Liquidator’s accounts |
| 295 | Payment of debts by contributory and extent of set-off |
| 296 | Power of Tribunal to make calls |
| 297 | Adjustment of rights of contributories |
| 298 | Power to order costs |
| 299 | Power to summon persons suspected of having property of company, etc. |
| 300 | Power to order examination of promoters, Directors, etc. |
| 301 | Arrest of Person Trying to Leave India or Abscond |
| 302 | Dissolution of Company by Tribunal. |
| 303 | Appeals from Orders Made Before Commencement of Act |
| Chapter XX Part II | Ommitted |
| 304 | Circumstances in Which Company May be Wound up Voluntarily |
| 305 | Declaration of Solvency in Case of Proposal to Wind Up Voluntarily |
| 306 | Meeting of Creditors |
| 307 | Publication of Resolution to Wind Up Voluntarily |
| 308 | Commencement of Voluntary Winding Up |
| 309 | Effect of Voluntary Winding Up |
| 310 | Appointment of Company Liquidator |
| 311 | Power to Remove and Fill Vacancy of Company Liquidator |
| 312 | Notice of Appointment of Company Liquidator to be Given to Registrar |
| 313 | Cesser of Board’s Powers on Appointment of Company Liquidator |
| 314 | Powers and Duties of Company Liquidator in Voluntary Winding Up |
| 315 | Appointment of Committees |
| 316 | Company Liquidator to Submit Report on Progress of Winding Up |
| 317 | Report of Company Liquidator to Tribunal for Examination of persons |
| 318 | Final Meeting and Dissolution of Company |
| 319 | Power of Company Liquidator to Accept Shares, etc., as Consideration for Sale of Property of Company |
| 320 | Distribution of Property of Company |
| 321 | Arrangement When Binding on Company and Creditors |
| 322 | Power to Apply to Tribunal to Have Questions Determined, etc. |
| 323 | Costs of Voluntary Winding Up |
| Chapter XX Part III | Provisions Applicable to Every Mode of Winding Up |
| 324 | Debts of all descriptions to be admitted to proof |
| 325 | Application of Insolvency Rules in Winding Up of Insolvent Companies |
| 326 | Overriding Preferential Payments |
| 327 | Preferential payments |
| 328 | Fraudulent Preference |
| 329 | Transfers Not in Good Faith to be Void |
| 330 | Certain Transfers to be Void |
| 331 | Liabilities and Rights of Certain Persons Fraudulently Preferred |
| 332 | Effect of Floating Charge |
| 333 | Disclaimer of onerous property |
| 334 | Transfers, etc., after commencement of winding up to be void |
| 335 | Certain attachments, executions, etc., in winding up by Tribunal to be void |
| 336 | Offences by officers of companies in liquidation |
| 337 | Penalty for frauds by officers |
| 338 | Liability where proper accounts not kept |
| 339 | Liability for fraudulent conduct of business |
| 340 | Power of Tribunal to assess damages against delinquent directors, etc. |
| 341 | Liability under sections 339 and 340 to extend to partners or directors in firms or companies |
| 342 | Prosecution of delinquent officers and members of company |
| 343 | Company Liquidator to exercise certain powers subject to sanction |
| 344 | Statement that company is in liquidation |
| 345 | Books and papers of company to be evidence |
| 346 | Inspection of books and papers by creditors and contributories |
| 347 | Disposal of books and papers of company |
| 348 | Information as to pending liquidations |
| 349 | Official Liquidator to make payments into public account of India |
| 350 | Company Liquidator to deposit monies into scheduled bank |
| 351 | Liquidator not to deposit monies into private banking account |
| 352 | Company Liquidation Dividend and Undistributed Assets Account |
| 353 | Liquidator to make returns, etc. |
| 354 | Meetings to ascertain wishes of creditors or contributories |
| 355 | Court, tribunal or person, etc., before whom affidavit may be sworn |
| 356 | Power of Tribunal to declare dissolution of company void |
| 357 | Commencement of winding up by Tribunal |
| 358 | Exclusion of certain time in computing period of limitation |
| Chapter XX Part IV | Official Liquidators |
| 359 | Appointment of Official Liquidator |
| 360 | Powers and functions of Official Liquidator |
| 361 | Summary procedure for liquidation |
| 362 | Sale of assets and recovery of debts due to company |
| 363 | Settlement of claims of creditors by Official Liquidator |
| 364 | Appeal by creditor |
| 365 | Order of dissolution of company |
| Chapter XXI Part I | Companies authorised to Register under this Act |
| 366 | Companies capable of being registered |
| 367 | Certificate of registration of existing companies |
| 368 | Vesting of property on registration |
| 369 | Saving of existing liabilities |
| 370 | Continuation of pending legal proceedings |
| 371 | Effect of registration under this Part |
| 372 | Power of Court to stay or restrain proceedings |
| 373 | Suits stayed on winding up order |
| 374 | Obligations of companies registering under this Part |
| Chapter XXI Part II | .Winding up of unregistered companies |
| 375 | Winding up of unregistered companies |
| 376 | Power to wind up foreign companies although dissolved |
| 377 | Provisions of Chapter cumulative |
| 378 | Saving and construction of enactments conferring power to wind up partnership firm, association or company, etc., in certain cases |
