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Bharat Treatise on Companies Act, 2013 by VS WAHI Edition 2020


Bharat’s Treatise on Companies Act, 2013 by VS WAHI Edition 2020

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Volume 1
1. Short title, extent, commencement and application
2. Definitions
3. Formation of company
3A. Members severally liable in certain cases
4. Memorandum
5. Articles
6. Act to over-ride 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 [Omitted by Companies (Amendment) Act, 2015, w.e.f. 29-5-2015]
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 members
18. Conversion of companies already registered
19. Subsidiary company not to hold shares in its holding company
20. Service of documents
21. Authentication of documents, proceedings and contracts
22. Execution of bills of exchange, etc.
PART I.—Public offer
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
PART II.—Private placement
42. Issue of shares on private placement basis
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
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
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
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. [Omitted by the Companies (Amendment) Act, 2017]
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
Volume 2
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
128. Books of account, etc., to be kept by company
129. Financial statement
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
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. Auditors 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
149. Company to have Board of Directors
150. Manner of selection of independent directors and maintenance of data bank 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 in 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. Punishment
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 stakholders 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 directors
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 of company by director or key managerial personnel [Omitted by Companies (Amendment) Act, 2017, w.e.f. 9-2-2018]
195. Prohibition on insider trading of securities [Omitted by Companies (Amendment) Act, 2017, w.e.f. 9-2-2018]
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
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 advisers and bankers not to disclose certain information
228. Investigation, etc., of foreign companies
229. Penalty for furnishing false statement, mutilation, destruction of documents
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.
Volume 3
241. Application to Tribunal for relief in cases of oppression, etc
242. Powers of Tribunal
243. Consequence of termination or modification of certain agreements
244. Right to apply under section 241
245. Class action
246. Application of certain provisions to proceedings u/s 241 or section 245
247. Valuation by registered valuers
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 omitted by Insolvency and Bankruptcy Code, 2016, w.e.f. 15-11-2016]
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
270. Winding up by Tribunal
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 co-operate 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 [Omitted by the Insolvency and Bankruptcy Code, 2016, w.e.f. 15-11-2016]
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
PART II.—Voluntary winding up
[Part II comprising sections 304 to 323 omitted by Insolvency and Bankruptcy Code, 2016, w.e.f. 15-11-2016]
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
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. Powers 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
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
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. Obligation of Companies registering under this Part
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
379. Application of Act to foreign companies
380. Documents, etc., to be delivered to Registrar by foreign companies
381. Accounts of foreign company
382. Display of name, etc., of foreign company
383. Service on foreign company
384. Debentures, annual return, registration of charges, books of account and their inspection
385. Fee for registration of documents
386. Interpretation
387. Dating of prospectus and particulars to be contained therein
388. Provisions as to expert’s consent and allotment
389. Registration of prospectus
390. Offer of Indian Depository Receipts
391. Application of sections 34 to 36 and Chapter XX
392. Punishment for contravention
393. Company’s failure to comply with provisions of this Chapter not to affect validity of contracts, etc.
394. Annual reports on Government companies
395. Annual reports where one or more State Governments are members of companies
396. Registration offices
397. Admissibility of certain documents as evidence
398. Provisions relating to filing of applications, documents, inspection, etc., in electronic form
399. Inspection, production and evidence of documents kept by Registrar
400. Electronic form to be exclusive, alternative or in addition to physical form
401. Provision of value added services through electronic form
402. Application of provisions of Information Technology Act, 2000
403. Fee for filing, etc.
404. Fees, etc., to be credited into public account
405. Power of Central Government to direct companies to furnish information or statistics
406. Provision relating to Nidhis and its application, etc.
407. Definitions
408. Constitution of National Company Law Tribunal
409. Qualification of President and Members of Tribunal
410. Constitution of Appellate Tribunal
411. Qualifications of Chairperson and members of Appellate Tribunal
412. Selection of Members of Tribunal and Appellate Tribunal
413. Term of office of President, Chairperson and other Members
414. Salary, allowances and other terms and conditions of service of Members
415. Acting President and Chairperson of Tribunal or Appellate Tribunal
416. Resignation of Members
417. Removal of Members
418. Staff of Tribunal and Appellate Tribunal
419. Benches of Tribunal
420. Orders of Tribunal
421. Appeal from Orders of Tribunal
422. Expeditious disposal by Tribunal and Appellate Tribunal
423. Appeal to Supreme Court
424. Procedure before Tribunal and Appellate Tribunal
425. Power to punish for contempt
426. Delegation of powers
427. President, Members, officers, etc., to be public servants
428. Protection of action taken in good faith
429. Power to seek assistance of Chief Metropolitan Magistrate, etc.
430. Civil court not to have jurisdiction
431. Vacancy in Tribunal or Appellate Tribunal not to invalidate acts or proceedings
432. Right to legal representation
433. Limitation
434. Transfer of certain pending proceedings
435. Establishment of Special Courts
436. Offences triable by Special Courts
437. Appeal and revision
438. Application of Code to proceedings before Special Court
439. Offences to be non-cognizable
440. Transitional provisions
441. Compounding of certain offences
442. Mediation and conciliation panel
443. Power of Central Government to appoint company prosecutors
444. Appeal against acquittal
445. Compensation for accusation without reasonable cause
446. Application of fines
446A. Factors for determining level of punishment
446B. Lesser penalties for One Person Companies or small companies
Volume 4
447. Punishment for fraud
448. Punishment for false statements
449. Punishment for false evidence
450. Punishment where no specific penalty or punishment is provided
451. Punishment in case of repeated default
452. Punishment for wrongful withholding of property
453. Punishment for improper use of “Limited” or “Private Limited”
454. Adjudication of penalties
454A. Penalty for repeated default
455. Dormant company
456. Protection of action taken in good faith
457. Non-disclosure of information in certain cases
458. Delegation by Central Government of its powers and functions
459. Powers of Central Government or Tribunal to accord approval, etc., subject to conditions and to prescribe fees on applications
460. Condonation of delay in certain cases
461. Annual report by Central Government
462. Power to exempt class or classes of companies from provisions of this Act
463. Power of court to grant relief in certain cases
464. Prohibition of association or partnership of persons exceeding certain number
465. Repeal of certain enactments and savings
466. Dissolution of Company Law Board and consequential provisions
467. Power of Central Government to amend Schedules
468. Powers of Central Government to make rules relating to winding up
469. Power of Central Government to make rules
470. Power to remove difficulties
SCHEDULE I Specimen Memorandum and Articles of Association
SCHEDULE II Useful Lives to Compute Depreciation
SCHEDULE III General Instructions for Preparation of Balance Sheet and Statement of Profit and Loss of a Company
SCHEDULE IV Code for Independent Directors
SCHEDULE V Part I: Conditions to be fulfilled for the appointment of a managing or whole-time director or a manager without the approval of the Central Government
Part II: Remuneration
Part III: Provisions applicable to Parts I and II of this Schedule
Part IV: Exemption
SCHEDULE VI Infrastructural projects/facilities — Scope of
SCHEDULE VII Activities which may be included by Companies in their Corporate Social Responsibility Policies