Laws - The Companies Act, 1956, India

The Companies Act, 1956

The Companies Act, 1956 (Act no. 1 of 1956)

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THE COMPANIES (AMENDMENT) ACT, 2006 | COMPANY LAW TIPS (With Case Laws) NEW

CONTENTS
1 \| 2 \| 3 \| 4 \| 5
Sections	Particulars
	Preamble

Part I	Preliminary

1	Short title, commencement and extent.
2	Definitions.
2A	Interpretation of certain words and expressions.
3	Definitions of "company", "existing company", "private company" and "public company".
4	Meaning of "holding company" and "subsidiary".
4A	Public Financial Institutions.
5	Meaning of "officer who is in default".
6	Meaning of "relative".
7	Interpretation of "person in accordance with whose directions or instructions directors are accustomed to act".
8	Power of Central Government to declare an establishment not to be a branch office.
9	Act to override memorandum, articles, etc.
10	Jurisdiction of Courts.
10A	Omitted.
10B	Omitted.
10C	Omitted.
10D	Omitted.

Part I-A	Board of Company Law administration.
10E	Constitution of Board of Company Law Administration.
10F	Appeals against the orders of the Company Law Board.
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	Prohibition of associations and partnerships exceeding certain number.
12	Mode of forming incorporated company.
13	Requirements with respect to memorandum.
14	Form of memorandum.
15	Printing and signature of memorandum.
15A	Special provision as to alteration of memorandum consequent on alteration of name of State of Madras.
15B	Special provision as to alteration of memorandum consequent on alteration of name of State of Mysore.
16	Alteration of memorandum.
17	Special resolution and confirmation by [Company Law Board] required for alteration of memorandum.
17A	Change of registered office within a State
18	Alteration to be registered within three months.
19	Effect of failure to register.
20	Companies not to be registered with undesirable names.
21	Change of name by company.
22	Rectification of name of company.
23	Registration of change of name and effect thereof.
24	Change of name of existing private limited companies.
25	Power to dispense with "Limited" in name of charitable or other company.
26	Articles prescribing regulations.
27	Regulations required in case of unlimited company, company limited by guarantee or private company limited by shares.
28	Adoption and application of Table A in the case of companies limited by shares.
29	Form of articles in the case of other companies.
30	Form and signature of articles.
31	Alteration of articles by special resolution.
32	Registration of unlimited company as limited, etc.
33	Registration of memorandum and articles.
34	Effect of registration.
35	Conclusiveness of certificate of incorporation.
36	Effect of memorandum and articles.
37	Provision as to companies limited by guarantee.
38	Effect of alteration in memorandum or articles.
39	Copies of memorandum and articles, etc., to be given to members.
40	Alteration of memorandum or articles, etc., to be noted in every copy.
41	Definition of "member".
42	Membership of holding company.
43	Consequences of default in complying with conditions constituting a company a private company.
43A	Private company to become public company in certain cases.
44	Prospectus or statement in lieu of prospectus to be filed by private company on ceasing to be private company.
45	Members severally liable for debts where business carried on with fewer than seven, or in the case of a private company, two members.
46	Form of contracts.
47	Bills of exchange and promissory notes.
48	Execution of deeds.
49	Investments of company to be held in its own name.
50	Power for company to have official seal for use outside India.
51	Service of documents on company.
52	Service of documents on Registrar.
53	Service of documents on members by company.
54	Authentication of documents and Proceedings.

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

55	Dating of prospectus.
55A	Powers of Securities and Exchange Board of India
56	Matters to be stated and reports to be set out in prospectus.
57	Expert to be unconnected with formation or management of company.
58	Expert's consent to issue of prospectus containing statement by him.
58A	Deposits not to be invited without issuing an advertisement.
58AA	Small depositors
58AAA	Default in acceptance or refund of deposits to be cognizable
58B	Provisions relating to prospectus to apply to advertisement.
59	Penalty and interpretation.
60	Registration of prospectus.
60A	Filing of Shelf prospectus.
60B	Information memorandum
61	Terms of contract mentioned in prospectus or statement in lieu of prospectus, not to be varied.
62	Civil liability for misstatements in prospectus.
63	Criminal liability for misstatements in prospectus.
64	Document containing offer of shares or debentures for sale to be deemed prospectus.
65	Interpretation of provisions relating to prospectuses.
66	Newspaper advertisement of prospectus.
67	Construction of references to offering shares or debentures to the public, etc.
68	Penalty for fraudulently inducing persons to invest money.
68A	Personation for acquisition, etc., of shares.
69	Prohibition of allotment unless minimum subscription received.
70	Prohibition of allotment in certain cases unless statement in lieu of prospectus delivered to Registrar.
71	Effect of irregular allotment.
72	Application for, and allotment of, shares and debentures.
73	Allotment of shares and debentures to be dealt in on stock exchange.
74	Manner of reckoning fifth, eighth and tenth days in sections 72 and 73.
75	Return as to allotments.
76	Power to pay certain commissions and prohibition of payment of all other commissions, discounts, etc.
77	Restrictions on purchase by company, or loans by company for purchase, of its own or its holding company's shares.
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	Application of premiums received on issue of shares.
79	Power to issue shares at a discount.
79A	Issue of sweat equity shares
80	Power to issue redeemable preference shares.
80A	Redemption of irredeemable preference share, etc.
81	Further issue of capital.

Part IV	Share Capital and Debentures

82	Nature of shares.
83	Numbering of shares [Omitted w.e.f. 20-9-1995]
84	Certificate of shares.
85	Two kinds of share capital.
86	New issues of share capital to be only of two kinds.
87	Voting rights.
88	Prohibition of issue of shares with disproportionate rights.
89	Termination of disproportionately excessive voting rights in existing companies.
90	Savings.
91	Calls on shares of same class to be made on uniform basis.
92	Power of company to accept unpaid share capital, although not called up.
93	Payment of dividend in proportion to amount paid-up.
94	Power of limited company to alter its share capital.
94A	Share capital to stand increased where an order is made under section 81(4).
95	Notice to Registrar of consolidation of share capital, conversion of shares into stock, etc.
96	Effect of conversion of shares into stock.
97	Notice of increase of share capital or of members.
98	Power of unlimited company to provide for reserve share capital on re-registration.
99	Reserve liability of limited company.
100	Special resolution for reduction of share capital.
101	Application to Court for confirming order, objections by creditors and settlement of list of objecting creditors.
102	Order confirming reduction and powers of Court on making such order.
103	Registration of order and minute of reduction.
104	Liability of members in respect of reduced shares.
105	Penalty for concealing name of creditor, etc.
106	Alteration of rights of holders of special classes of shares.
107	Rights of dissentient shareholders.
108	Transfer not to be registered except on production of instrument of transfer.
108A	Restriction on acquisition of certain shares.
108B	Restriction on transfer of shares.
108C	Restriction on the transfer of shares of foreign companies.
108D	Power of Central Government to direct companies not to give effect to the transfer.
108E	Time within which refusal to be communicated.
108F	Nothing in sections 108A to 108D to apply to Government companies, etc.
108G	Applicability of the provisions of sections 108A to 108F.
108H	Construction of certain expressions used in sections 108A to 108G.
108I	Penalty for acquisition or transfer of share in contravention of sections 108A to 108D.
109	Transfer by legal representative.
109A	Nomination of shares
109B	Transmission of shares
110	Application for transfer.
111	Power to refuse registration and appeal against refusal.
111A	Rectification of register on transfer.
112	Certification of transfers.
113	Limitation of time for issue of certificates.
114	Issue and effect of share warrants to bearer.
115	Share warrants and entries in register of members.
116	Penalty for personation of shareholder.
117	Debentures with voting rights not to be issued hereafter.
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	Right to obtain copies of and inspect trust deed.
119	Liability of trustees for debenture-holders.
120	Perpetual debentures.
121	Power to re-issue redeemed debentures in certain cases.
122	Specific performance of contract to subscribe for debentures.
123	Payments of certain debts out of assets subjects to floating charge in priority to claims under the charge.

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