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Companies Act, 2013
CHAPTER XX — WINDING UP

Act · Companies Act, 2013

Chapter XX — WINDING UP

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WINDING UP

Sub-sections

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

Related sections

Chapter I — PRELIMINARY
Chapter II — INCORPORATION OF COMPANY AND MATTERS INCIDENTAL THERETO
Chapter III — PROSPECTUS AND ALLOTMENT OF SECURITIES
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 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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