Company Law Ready Referencer Updated with
Second Edition - 2018
Companies (Amendment) Act, 2017
CA Sanjay K Agarwal | CS Rupanjana De Highlights • With 80+ Referencers containing more than 160 procedures, tables & charts. • Contains lucid charts of procedures/compliances under the Companies Law. • Act, Rules, Standards and table/flow charts of procedures - all integrated at one place with comments on each section.
A BOOK FOR ALL USERS
Bloomsbury India Professional
Bloomsbury & Corporate Lex Publishers’
Contents
CONTENTS Page About the authors
vii
How to use this book
viii
Keyword search (for tables / charts only)
ix
Index of Sections
1
Sections of Companies Act, 1956 & Corresponding Provisions of Companies Act, 2013
23
Rules Notified under the Companies Act, 2013
32
Circulars issued under the Companies Act, 2013
34
Notifications / Orders issued under the Companies Act, 2013
39
A
REFERENCER
1
Compliance requirement under the Companies Act, 2013
A-1
2
Annual Compliance Chart – Event-based or applicable to a Class or Classes of companies
A-4
3
Annual Compliance Chart – All Companies
A-5
4
Signing of documents, pre-certification of forms, documents which can be filed by a defaulting company, other matters in respect of e-form (scanned image, where e-form is not prescribed)
A-7
5
‘Numbers’ as mentioned in various provisions of the Act
A-9
6
Disclosure requirements in respect of Financial Statements
A-11
7
Disclosure requirements in respect of Board’s Report
A-13
8
Disclosure requirements in respect of Company’s Website
A-17
9
Other Disclosure requirements
10
•
Obligation to indicate DIN
•
Disclosure in respect of Registered Office
•
Disclosure in respect of Change in Name
•
Disclosure of Interest by Director
Filing Fees Chart – I [nominal capital, document filing fee, additional fee, annual fee by dormant company]
11
A-21
A-23
Filing Fees Chart – II [application made to Central Government / Regional Director, other fees, filing fee chart in respect of company having a share capital]
A-25
12
‘Effect of’ various Events as mentioned in the Act
A-26
13
Register, Returns, Books and Other Records – Place, Period and Custodian
A-27
14
Right to Inspection / Copies / Circulation of Register, Returns, Books and Other records
A-31
15
Requirement of Internal Financial Controls
A-34
Company Law Ready Referencer – Agarwal & De
[Page - xiii]
Contents
16
Powers of Board
A-35
(including powers to be exercised by means of resolutions passed at meeting of the Board) 17
Matters for which Ordinary Resolution is sufficient
A-37
18
Matters for which Special Resolution is required
A-40
19
Matters requiring Special Notice
A-44
20
Resolutions to be passed by Postal Ballot
A-45
21
Members’ Resolutions required to be filed in Form MGT-14
A-46
22
Board Resolutions required to be filed in Form MGT-14 by Company other than Private Company
A-48
23
Liberty available to Private Company
24
25
26
27
•
at a Glance
A-49
•
Detailed
A-50
Liberty available to Section 8 Company • at a Glance
A-55
• Detailed
A-56
Liberty available to Nidhis • at a Glance
A-60
• Detailed
A-61
Liberty available to Government Company • at a Glance
A-65
• Detailed
A-66
Deposit, Loans and Advance – comparative study
A-73
Loans which are not treated as Deposits 28
Newspaper Advertisement – requirement under various provisions of the Act
29
Limited Liability Partnership (LLP) – at a Glance
A-77
• Advantage of LLP over Partnership
A-80
• Registration of an Indian LLP
A-80
• Conversion of an existing partnership firm into LLP
30
31
A-80
• Conversion of a private company or unlisted public company to LLP
A-81
• To close a LLP
A-81
LLP – Compliances to be made – Annual Compliances, Other Compliances, Returns & Records, LLP – Additional Fees, Permanent Preservation of Documents, Foreign Entity, Foreign LLP (FLLP) and change in particulars of FLLP
A-82 A-83
LLP – Various Forms: E-Forms
A-84
Other Forms
A-87
Company Law Ready Referencer – Agarwal & De
[Page - xiv]
Contents
A.1 REFERENCER – Appearing in Part B Chapter II – Incorporation of Company and Matters Incidental Thereto 1
Flow Chart for Incorporation of a Company – OPC, Section 8 Company and All Other Company
B-22
2
Flow Chart for Change in Name of a Company
B-26
- Conversion of any one class of companies to another class by deletion or addition of the word ‘PVT’ - Conversion of OPC to Private or Public - Conversion of Private to OPC - Other Change in Name(without change in class of company) 3
Flow Chart for Conversion of a company registered under Section 8 to any Other Kind
B-28
4
Flow Chart for Change in Registered Office of a Company
B-30
- Within the ‘Local Limits’ of any city, town or village where the registered office is situated - Outside the ‘Local Limits’ of any city, town or village where the registered office is situated - From Jurisdiction of one Registrar to another within the same state - From One State or Union Territory to another Chapter IV - Share Capital and Debentures 5
Flow Chart for Allotment – Private Placement, Bonus Shares, Further Issue of Share Capital
B-104
6
Flow Chart for Buy-Back of Securities
B-106
7
Flow Chart for Alteration of Share Capital
B-108
Chapter V - Acceptance of Deposits by Companies 8
Flow Chart for Acceptance of Deposits
B-157
Chapter VI - Registration of Charges 9
Flow Chart for Registration of Charges and Appointment / Cessation of Receiver or Manager for Charge
B-178
Chapter VII - Management and Administration 10
Meeting of Members – Important Points
B-190
- AGM, EGM, Quorum, Notice and Explanatory Statement, Chairman 11
Management and Administration – Important Points
B-192
- Place of keeping Member Registers etc., Closure of Register of Members or Shareholders or Other Security Holders - Flow Chart for Beneficial Owners - Change in Shareholding position of Promoters and Top 10 Shareholders - Proxies
Company Law Ready Referencer – Agarwal & De
[Page - xv]
Contents
Chapter VIII - Declaration and Payment of Dividend 12
Declaration and Payment of Dividend – Salient Features & Flow Chart
B-263
Chapter IX - Accounts of Companies 13
14
Accounts of Companies – Important Points - Place of Keeping Book of Accounts
B-274
- Consolidated Financial Statements
B-274
- Financial Year
B-275
Corporate Social Responsibility – Important Points
B-276
Chapter X - Audit and Auditors 15
Flow Chart for Appointment of Auditors – First Auditors and Subsequent Auditors
B-301
16
Flow Chart for Change in Auditors – Casual Vacancy, Removal and Special Notice
B-302
17
Flow Chart for Reporting of Fraud by Auditors and other Important Points
B-304
- Auditor not to render certain services
B-304
- Auditor to attend Annual General Meeting
B-305
Chapter XI - Appointment and Qualifications of Directors 18
Flow Chart for Director Identification Number (DIN) – Application, Cancellation or Deactivation, Director without DIN, Surrender of DIN, Change in Particulars
B-328
19
Flow Chart for Appointment of Director – First Director, Additional Director, Alternate Director, Casual Vacancy (Chart-I)
B-330
20
Flow Chart for Appointment of Director – Director by Rotation, Notice for Candidature, Director by Small Shareholders (Chart-II)
B-331
21
Flow Chart for Removal, Resignation and Disqualification of Director
B-333
Chapter XII - Meetings of Board and its Powers 22
Meeting of Board – Important Points
B-366
- Meeting of Board, Notice, Quorum, Resolutions by Circulation 23
Various types of Committee – Important Points - Audit Committee
B-367
- Nomination and Remuneration Committee
B-367
- Corporate Social Responsibility Committee
B-368
- Stakeholders Relationship Committee
B-368
24
Tabular Chart on Borrowings, Loans and Investment, and Exemption to Special Category Company
B-369
25
Flow Chart for Related Party Transactions
B-372
Chapter XIII - Appointment and Remuneration of Managerial Personnel 26
Flow Chart for Managerial Remuneration Company Law Ready Referencer – Agarwal & De
B-431 [Page - xvi]
Contents
27
Tabular Chart for Key Managerial Personnel (KMP)
B-435
- Managing Director, Whole-time Director, Manager - Chief Executive Officer, Chief Financial Officer - Company Secretary Chapter XIII – Removal of Names of Companies from the Register of Companies 28
Flow Chart on Application for Removal of Name of a Company from the Register of Company
B-497
Chapter XXIX – Miscellaneous 29
Flow Chart and Important points on Dormant / Inactive Company and Dormant Company Seeking Status of an Active Company
B
CHAPTERS
B-629
Chapter I to Chapter XXIX
B-1 to B-645
(integrated with applicable referencer, relevant Rules and Secretarial Standards) Index of Sections
1
Index of Rules
appearing at the beginning of chapter, wherever applicable
Index of Standards
appearing at the beginning of chapter, wherever applicable
Index of Referencer appearing in Part B
Refer to: ‘A-1’ of contents above
C
APPENDIX
1
Schedule I
C-1
Table A Memorandum of association of a company limited by shares
C-1
Table B Memorandum of association of a company limited by guarantee and not having a share capital
C-2
Table C Memorandum of association of a company limited by guarantee and having a share capital
C-3
Table D Memorandum of association of an unlimited company and not having share capital
C-4
Table E Memorandum of association of an unlimited company and having share capital
C-5
Table F Articles of association of a company limited by shares
C-6
Table G Articles of association of a company limited by guarantee and having a share capital
C-16
Table H Articles of association of a company limited by guarantee and not having share capital
C-17
Table I Articles of association of an unlimited company and having a share capital
C-20
Table J Articles of association of an unlimited company and not having share capital
C-20
2
Schedule II - Useful lives to compute Depreciation
C-21
3
Schedule III
C-27
Division I - Financial Statements for a company whose Financial Statements are required to comply with the Companies (Accounting Standards) Rules, 2006.
C-27
Company Law Ready Referencer – Agarwal & De
[Page - xvii]
Contents
Part I – Balance Sheet
C-28
Part II – Statement of Profit and Loss
C-36
Division II- Financial Statements for a company whose financial statements are drawn up in compliance of the Companies (Indian Accounting Standards) Rules, 2015
C-41
Part I – Balance Sheet
C-42
Part II – Statement of Changes in Equity
C-43
Part II – Statement of Profit and Loss
C-51
4
Schedule IV - Code for Independent Directors
C-56
5
Schedule V - Conditions to be fulfilled for the appointment of a Managing or Whole-time Director or a Manager without the approval of the Central Government
C-59
Part I – Appointments
C-59
Part II – Remuneration
C-60
Part III – Provisions Applicable to Parts I and II of this Schedule
C-65
Part IV – Exemptions to certain companies
C-65
6
Schedule VI - Infrastructure Projects or Infrastructural facilities
C-66
7
Schedule VII - Activities which may be included by companies in their Corporate Social Responsibility (CSR) Policies
C-68
8
Companies (Auditor’s Report) Order, 2016
C-69
9
Liberty available to “Specified IFSC private company”
C-72
10
Liberty available to “Specified IFSC public company”
C-76
11
Condonation of Delay Scheme, 2018
C-81
12
Various Forms under Companies Act, 2013 E-Forms& Physical Forms
C-84
Details of Attachments Requirements for various E-Forms under the Companies Act, 2013 [In respect of forms, whose attachment details does not appear elsewhere in this Book]
C-94
Company Law Ready Referencer – Agarwal & De
[Page - xviii]
Index of Sections
Section Description
INDEX OF SECTIONS Page
Chapter I – Preliminary
B-1
Short title, extent, commencement and application
B-1
2 2(1) 2(2) 2(3) 2(4) 2(5) 2(6) 2(7) 2(8) 2(9) 2(10) 2(11) 2(12) 2(13) 2(14) 2(15) 2(16) 2(17) 2(18) 2(19) 2(20) 2(21) 2(22) 2(23) 2(24) 2(25) 2(26) 2(27) 2(28)
Definitions Abridged prospectus Accounting standards Alter or Alteration Appellate Tribunal Articles Associate company Auditing standards Authorised capital or Nominal capital Banking company Board of Directors or Board Body corporate or corporation Book and paper and book or paper Books of account Branch office Called-up capital Charge Chartered Accountant Chief Executive Officer Chief Financial Officer Company Company limited by guarantee Company limited by shares Company Liquidator Company Secretary or secretary Company Secretary in practice Contributory Control Cost accountant
B-2 B-2 B-2 B-2 B-2 B-2 B-2 B-2 B-2 B-3 B-3 B-3 B-3 B-3 B-3 B-3 B-3 B-3 B-3 B-4 B-4 B-4 B-4 B-4 B-4 B-4 B-4 B-4 B-5
2(29)
Court
B-5
2(30) 2(31) 2(32) 2(33) 2(34) 2(35) 2(36) 2(37)
Debenture Deposit Depository Derivative Director Dividend Document Employees’ stock option
B-5 B-5 B-5 B-6 B-6 B-6 B-6 B-6
1
Company Law Ready Referencer – Agarwal & De
Date of Enforcement
12/09/2013 and 01/04/2014 12/09/2013 01/04/2014 12/09/2013 12/09/2013 12/09/2013 12/09/2013 01/04/2014 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 01/04/2014 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 15/12/2016 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 [except clause (iv), which was enforced w.e.f. 18/05/2016] 12/09/2013 01/04/2014 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013
Relevant Rule Companies (Specification of Definitions Details) Rules, 2014
2(1)(r) [Page 1]
Index of Sections
Section Description
2(38) 2(39) 2(40) 2(41) 2(42) 2(43) 2(44) 2(45) 2(46) 2(47) 2(48) 2(49) 2(50) 2(51) 2(52) 2(53) 2(54) 2(55) 2(56) 2(57) 2(58) 2(59) 2(60) 2(61) 2(62) 2(63) 2(64) 2(65) 2(66)
Expert Financial institution Financial statement Financial year Foreign company Free reserves Global depository receipt Government company Holding company Independent director Indian Depository Receipt (IDR) Interested director Issued capital Key managerial personnel Listed company Manager Managing director Member Memorandum Net worth Notification Officer Officer who is in default Official Liquidator One Person Company Ordinary or special resolution Paid- up Share Capital or Share capital paid-up Postal Ballot Prescribed
Page B-6 B-6 B-6 B-7 B-7 B-7 B-7 B-8 B-8 B-8 B-8 B-8 B-8 B-8 B-8 B-9 B-9 B-9 B-9 B-9 B-9 B-9 B-10 B-10 B-10 B-10 B-10 B-10 B-11
2(67)
Previous Company Law
B-11
2(68) 2(69) 2(70) 2(71) 2(72) 2(73) 2(74) 2(75) 2(76) 2(77) 2(78) 2(79) 2(80) 2(81) 2(82) 2(83)
Private Company Promoter Prospectus Public Company Public Financial Institution Recognised Stock Exchange Register of Companies Registrar Related Party Relative Remuneration Schedule Scheduled Bank Securities Securities and Exchange Board Serious Fraud Investigation Office
B-11 B-12 B-12 B-12 B-12 B-13 B-13 B-13 B-13 B-14 B-15 B-15 B-15 B-15 B-15 B-15
Company Law Ready Referencer – Agarwal & De
Date of Enforcement
Relevant Rule
12/09/2013 12/09/2013 12/09/2013 01/04/2014 01/04/2014 12/09/2013 12/09/2013 12/09/2013 12/09/2013 01/04/2014 01/04/2014 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 01/04/2014 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 [except sub-clause (ix)] 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 01/04/2014
2(1)(h) 3 4 [Page 2]
Index of Sections
Section Description
2(84) 2(85) 2(86)
Share Small company Subscribed Capital
Page B-15 B-15 B-15
2(87)
Subsidiary company or subsidiary
B-16
2(88) 2(89) 2(90) 2(91) 2(92) 2(93) 2(94)
Sweat equity shares Total voting power Tribunal Turnover Unlimited company Voting right Whole-time director Meaning of certain words and expressions not defined in the act Chapter II – Incorporation of Company and Matters Incidental Thereto
B-17 B-17 B-17 B-17 B-17 B-18 B-18
Formation of company
B-33
Members severally liable in certain cases
B-35
4 5 6
Memorandum Articles Act to override memorandum, articles, etc.
B-35 B-42 B-43
7
Incorporation of company
B-43
8
Formation of companies with charitable objects, etc.
B-51
9 10
Effect of registration Effect of memorandum and articles
B-57 B-57
11
Commencement of business, etc.
B-58
12
Registered office of company
B-58
2(95)
3 3A
Company Law Ready Referencer – Agarwal & De
B-18
Date of Enforcement
Relevant Rule
12/09/2013 01/04/2014 12/09/2013 12/09/2013 [Except
-
the proviso which was enforced w.e.f. 20/09/2017and Explanation (d), which was enforced w.e.f. 01/04/2014]
Companies (Restriction on number of layers) Rules, 2017
12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013
-
12/09/2013
-
B-20 01/04/2014 Inserted by the Companies (Amendment) Act, 2017 01/04/2014 01/04/2014 01/04/2014 01/04/2014 [except sub-section (7), which was enforced w.e.f. 01/06/2016, except clause (c) and (d) which were enforced w.e.f. 15/12/2016] 01/04/2014 [except sub-section(9) which was enforced w.e.f. 15/12/2016] 01/04/2014 01/04/2014 01/04/14/omitted w.e.f 29/5/15 01/04/2014
Companies (Incorporation) Rules, 2014
3, 4, 5, 7A
8, 9 10, 11 -
12, 13, 14, 15, 16, 17, 18, 36
19, 20, 21, 22, 23 24 25, 26, 27, 28 [Page 3]
Index of Sections
Section Description
13
Alteration of memorandum
Page B-61
14
Alteration of articles
B-67
15 16 17 18 19 20 21 22
Alteration of memorandum or articles to be noted in every copy Rectification of name of company Copies of memorandum, articles, etc., to be given to members Conversion of companies already registered Subsidiary company not to hold shares in its holding company Service of documents Authentication of documents, proceedings and contracts Execution of bills of exchange, etc.
Date of Enforcement
Relevant Rule
01/04/2014 01/04/2014 [except second proviso to sub-section (1) and sub-section(2), which were enforced w.e.f. 01/06/2016]
29, 30, 31, 32
B-68
01/04/2014
-
B-68
01/04/2014
-
B-69
01/04/2014
34
B-69
01/04/2014
6, 7
B-71
12/09/2013
-
B-71
01/04/2014
35
B-73
12/09/2013
-
B-73
12/09/2013
-
Chapter III – Prospectus and Allotment of Securities[see note-2]
B-77
Part I - Public offer
B-78
23
Public offer and private placement
B-78
12/09/2013 [Except clause (b) of subsection(1) and subsection(2), which were enforced w.e.f 01/04/2014]
24
Power of Securities and Exchange Board to regulate issue and transfer of securities, etc.
B-78
12/09/2013
Document containing offer of securities for sale to be deemed prospectus
B-79
25 26 27 28 29 30 31 32
Matters to be stated in prospectus Variation in terms of contract or objects in prospectus Offer of sale of shares by certain members of company Public offer of securities to be in dematerialised form Advertisement of prospectus Shelf prospectus Red herring prospectus
Company Law Ready Referencer – Agarwal & De
33
Companies (Prospectus and Allotment of securities) Rules, 2014
-
-
B-80
12/09/2013 [Except sub-section(3), which was enforced w.e.f. 01/04/2014] 01/04/2014
3, 4, 5, 6
B-87
01/04/2014
7
B-89
01/04/2014
8
B-89
12/09/2013
9
B-90 B-90 B-91
12/09/2013 12/09/2013 12/09/2013
10 -
-
[Page 4]
Index of Sections
Section Description
Page
-
B-93
12/09/2013
-
B-93
12/09/2013
-
B-94
12/09/2013
-
Issue of application forms for securities
B-91
34
Criminal liability for misstatements in prospectus
B-92
35
Civil liability for misstatements in prospectus
B-92
37 38
Punishment for fraudulently inducing persons to invest money Action by affected persons Punishment for personation for acquisition, etc., of securities
Relevant Rule
12/09/2013 [Except sub-section (3), which was enforced w.e.f. 01/04/2014] 12/09/2013 12/09/2013 [Except clause (e) of subsection(1) which was enforced on 1/4/2014]
33
36
Date of Enforcement
12/09/2013 [Except sub-section(4), which was enforced w.e.f. 01/04/2014]] 12/09/2013 [Except sub-section(6)] which was enforced on 1/4/2014 01/04/2014
-
-
39
Allotment of securities by company
B-94
40
Securities to be dealt with in stock exchanges
B-95
41
Global depository receipt [see note-4]
B-97
Part II - Private Placement
B-98
Offer or invitation for subscription of securities on private placement
B-98
Chapter IV - Share Capital and Debentures
B-103
Kinds of share capital Nature of shares or debentures Numbering of shares Certificate of shares Voting rights Variation of shareholders' rights Calls on shares of same class to be made on uniform basis Company to accept unpaid share capital, although not called up Payment of dividend in proportion to amount paidup Application of premiums received on issue of shares
B-109 B-112 B-112 B-112 B-115 B-116
01/04/2014 12/09/2013 12/09/2013 01/04/2014 01/04/2014 15/12/2016
B-117
12/09/2013
-
B-117
12/09/2013
-
B-117
12/09/2013
-
B-118
01/04/2014
-
42
43 44 45 46 47 48 49 50 51 52
Company Law Ready Referencer – Agarwal & De
11, 12
13 -
01/04/2014
14 Companies (Share Capital and Debentures) Rules, 2014
3, 4 5, 6, 7 -
[Page 5]
Index of Sections
Section Description
Page
Date of Enforcement
Relevant Rule
8
53 54
Prohibition on issue of shares at discount Issue of sweat equity shares
B-118 B-119
55
Issue and redemption of preference shares
B-122
56 57 58 59
Transfer and transmission of securities Punishment for personation of shareholder Refusal of registration and appeal against refusal Rectification of register of members Publication of authorised, subscribed and paid-up capital
B-124 B-126 B-126 B-127
01/04/2014 01/04/2014 [01/04/2014 except sub-section(3), which was enforced w.e.f. 01/06/2016] 01/04/2014 12/09/2013 12/09/2013 12/09/2013
B-128
12/09/2013
60
61
Power of limited company to alter its share capital
62
Further issue of share capital
63
Issue of bonus shares Notice to be given to Registrar for alteration of share capital Unlimited company to provide for reserve share capital on conversion into limited company Reduction of share capital[see note-4] Restrictions on purchase by company or giving of loans by it for purchase of its shares Power of company to purchase its own securities Transfer of certain sums to capital redemption reserve account
64 65 66 67 68 69
70
Prohibition for buy-back in certain circumstances
71
Debentures
72
Power to nominate
Company Law Ready Referencer – Agarwal & De
01/04/2014 [except proviso to clause (b) of subB-128 section(1), which was enforced w.e.f. 01/06/2016] 01/04/2014 [except sub-sections(4) to (6), which were B-129 enforced w.e.f. 01/06/2016] B-136 01/04/2014
9, 10 11 -
-
12, 13 14
B-137
01/04/2014
15
B-137
12/09/2013
-
B-138
15/12/2016
-
B-140
01/04/2014
16
B-142
01/04/2014
17
B-147
12/09/2013
-
12/09/2013 [Except sub-sections (2), B-147 which was enforced w.e.f. 01/04/2014] 01/04/2014 [except sub-sections (9) to B-148 (11), which were enforced w.e.f. 01/06/2016] B-153 01/04/2014
-
18 19
[Page 6]
Index of Sections
Section Description
Page
Chapter V- Acceptance of Deposits by Companies
B-156
73
Prohibition on acceptance of deposits from public
B-159
74
Repayment of deposits, etc., accepted before commencement of this Act
75 76 76A
77 78 79 80 81 82 83 84 85 86 87
88 89 90 91 92 93 94 95
Damages for fraud Acceptance of deposits from public by certain companies Punishment for contravention of section 73 or section 76
Date of Enforcement
01/04/2014 01/04/2014 [except sub-sections B-165 (2)/(3), which were enforced w.e.f. 06/06/2014] B-166 01/06/2016
Relevant Rule Companies (Acceptance of Deposits) Rules, 2014
3, 4, 5, 6
20
-
B-167
01/04/2014
-
B-167
29/05/2015
Companies (Registration of Charges) Rules, 2014
Chapter VI - Registration of Charges
B-177
Duty to register charges etc. Application For Registration of Charge Section 77 to apply in certain matters Date of notice of charge Register of charges to be kept by Registrar Company to report satisfaction of charge Power of Registrar to make entries of satisfaction and release in absence of intimation from company Intimation of appointment of receiver or manager Company's register of charges Punishment for contravention Rectification by Central Government in register of charges
B-180 B-181 B-182 B-182 B-182 B-183
01/04/2014 01/04/2014 01/04/2014 01/04/2014 01/04/2014 01/04/2014
B-183
01/04/2014
-
B-184 B-184 B-185
01/04/2014 01/04/2014 12/09/2013
9 10, 11 -
B-185
01/04/2014
12
Chapter VII - Management and Administration
B-188
Register of members, etc.
B-194
01/04/2014
3, 4, 5, 6, 7, 8, 28
B-198
01/04/2014
9
B-199
01/04/2014
-
B-201
12/09/2013
10
B-202
01/04/2014
11, 12
B-204
01/04/2014
13
B-205
01/04/2014
14, 15, 16
B-206
01/04/2014
-
Declaration in respect of beneficial interest in any share Investigation of beneficial ownership of shares in certain cases Power to close register of members or debentureholders or other security holders Annual return Return to be filed with Registrar in case promoters' stake changes Place of keeping and inspection of registers, returns, etc. Registers, etc., to be evidence
Company Law Ready Referencer – Agarwal & De
3, 4, 5, 6 7 8
Companies (Management and Administration) Rules, 2014
[Page 7]
Index of Sections
Section Description
96 97 98 99
Annual general meeting Power of Tribunal to call annual general meeting Power of Tribunal to call meetings of members, etc Punishment for default in complying with provisions of sections 96 to 98
Page B-207 B-209 B-209
Date of Enforcement
Relevant Rule
01/04/2014 01/06/2016 01/06/2016
-
B-210
01/06/2016
-
100
Calling of extraordinary general meeting
B-210
101 102 103 104
Notice of meeting Statement to be annexed to notice Quorum for meetings Chairman of meetings
B-212 B-218 B-219 B-220
105
Proxies
B-222
106 107 108 109 110 111
Restriction on voting rights Voting by show of hands Voting through electronic means Demand for poll Postal ballot Circulation of members' resolution Representation of President and Governors in meetings
B-225 B-226 B-226 B-230 B-237 B-242
12/09/2013 [Except sub-section(6), which was enforced w.e.f. 01/04/2014] 01/04/2014 12/09/2013 12/09/2013 12/09/2013 12/09/2013 [Except the third and fourth proviso of subsection (1) and subsection (7), which were enforced w.e.f. 01/04/2014] 12/09/2013 12/09/2013 01/04/2014 01/04/2014 01/04/2014 12/09/2013
B-244
12/09/2013
112
113 114 115 116 117 118
119
120 121
Representation of corporations at meeting of companies and of creditors Ordinary and special resolutions Resolutions requiring special notice Resolutions passed at adjourned meeting Resolutions and agreements to be filed Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot Inspection of minute books of general meeting Maintenance and inspection of documents in electronic form Report on annual general meeting
Company Law Ready Referencer – Agarwal & De
17
18 -
19
20 21 22 -
B-244 B-245 B-246 B-246
12/09/2013 [Except clause (b) of subsection (1), which was enforced w.e.f. 01/04/2014] 12/09/2013 01/04/2014 12/09/2013 01/04/2014
23 24
B-248
01/04/2014
25
B-244
01/04/2014 [except sub-section (4), B-254 which was enforced w.e.f. 01/06/2016]
-
26
B-255
01/04/2014
27, 28, 29, 30
B-256
01/04/2014
31 [Page 8]
Index of Sections
Section Description
Date of Enforcement
Relevant Rule
Applicability of this Chapter to One Person Company
Page B-258
01/04/2014
-
Chapter VIII - Declaration and Payment of Dividend[see note-2]
B-262
123 124
Declaration of dividend Unpaid Dividend Account
B-266 B-268
125
Investor Education and Protection Fund [see note-4]
B-269
122
126 127
128 129 130 131 132 133 134 135 136 137 138
139
Right to dividend, rights shares and bonus shares to be held in abeyance pending registration of transfer of shares Punishment for failure to distribute dividends
01/04/2014 07/09/2016 07/09/2016 [except subsections (5), (6) [except with respect to the manner of administration of the IEPF] and subsection (7), which were enforced w.e.f. 13/01/2016]
B-271
01/04/2014
B-272
12/09/2013
Companies (Declaration and Payment of Dividend) Rules, 2014
3 -
-
-
Companies (Accounts) Rules, 2014
Chapter IX - Accounts of Companies[see note-2]
B-273
Books of account, etc., to be kept by company Financial statement Reopening of accounts on court's or Tribunal's orders Voluntary revision of financial statements or Board's report Constitution of National Financial Reporting Authority Central Government to prescribe accounting standards[see note-4] Financial statement, Board's report, etc. Corporate Social Responsibility[see note-4] Right of member to copies of audited financial statement Copy of financial statement to be filed with Registrar Internal audit
B-278 B-280
01/04/2014 01/04/2014
B-283
01/06/2016
-
B-284
01/06/2016
-
B-285
Not yet enforced
-
B-287
12/09/2013
7
B-288 B-292
01/04/2014 01/04/2014
8 9
B-294
01/04/2014
10, 11
B-296
01/04/2014
12
B-298
01/04/2014
Chapter X - Audit and Auditors[see note-2]
B-300
Appointment of auditors
B-306
Company Law Ready Referencer – Agarwal & De
01/04/2014
2A, 3, 4 4A, 5, 6
13
Companies (Audit and Auditors) Rules, 2014
3, 4, 5, 6
[Page 9]
Index of Sections
Section Description
140
141 142 143 144 145 146 147 148
Removal, resignation of auditor and giving of special notice
Eligibility, qualifications and disqualifications of auditors Remuneration of auditors Powers and duties of auditors and auditing standards Auditor not to render certain services Auditor to sign audit reports, etc. Auditors to attend general meeting Punishment for contravention Central Government to specify audit of items of cost in respect of certain companies[see note-4] Chapter XI - Appointment and Qualifications of Directors
149 150 151 152 153 154 155 156 157 158 159 160
Company to have Board of Directors Manner of selection of independent directors and maintenance of data bank of independent directors Appointment of director elected by small shareholders Appointment of directors Application for allotment of Director Identification Number Allotment of Director Identification Number Prohibition to obtain more than one Director Identification Number Director to intimate Director Identification Number Company to inform Director Identification Number to Registrar Obligation to indicate Director Identification Number Punishment for contravention 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
Company Law Ready Referencer – Agarwal & De
Page
Date of Enforcement
01/04/2014 [except second proviso to sub-section(4) and B-311 sub-section(5), which were enforced w.e.f. 01/06/2016]
Relevant Rule
7, 8
B-313
01/04/2014
10
B-315
01/04/2014
-
B-315
01/04/2014
10A, 11, 12, 13
B-321 B-322 B-322 B-323
01/04/2014 01/04/2014 01/04/2014 01/04/2014
9
B-324
01/04/2014
14
B-327
Companies (Appointment and Qualification of Directors) Rules, 2014
B-335
01/04/2014
B-340
01/04/2014
6
B-342
01/04/2014
7
B-343
01/04/2014
8
B-345
01/04/2014
9, 11, 12
B-348
01/04/2014
10
B-349
01/04/2014
-
B-349
01/04/2014
-
B-349
01/04/2014
10A
B-350
01/04/2014
-
B-350
01/04/2014
-
B-350
01/04/2014
13
12/09/2013 [Except sub-section(2], B-351 which was enforced w.e.f. 01/04/2014 B-353 12/09/2013
3, 4, 5
[Page 10]
Index of Sections
Section Description
164 165 166 167 168
Option to adopt principle of proportional representation for appointment of directors Disqualifications for appointment of director Number of directorships Duties of directors Vacation of office of director Resignation of director
169
Removal of directors
163
170 171 172
173 174 175 176 177 178 179 180 181 182 183 184 185 186 187 188 189 190 191
Register of directors and key managerial personnel and their shareholding Members' right to inspect Punishment
Page
Date of Enforcement
Relevant Rule
B-353
12/09/2013
-
B-354 B-355 B-356 B-357 B-358
01/04/2014 01/04/2014 01/04/2014 01/04/2014 01/04/2014 01/04/2014 [except sub-section(4), B-359 which was enforced w.e.f. 01/06/2016]
14 15, 16
B-361
01/04/2014
17, 18
B-362 B-362
01/04/2014 01/04/2014
-
-
Companies (Meetings of Board and its Powers) Rules, 2014
Chapter XII - Meetings of Board and its Powers
B-364
Meetings of Board Quorum for meetings of Board Passing of resolution by circulation Defects in appointment of directors not to invalidate actions taken Audit Committee Nomination and Remuneration Committee and Stakeholders Relationship Committee Powers of Board Restrictions on powers of Board Company to contribute to bona fide and charitable funds, etc. Prohibitions and restrictions regarding political contributions Power of Board and other persons to make contributions to national defence fund, etc. Disclosure of interest by director Loan to directors, etc. Loan and investment by company Investments of company to be held in its own name Related party transactions Register of contracts or arrangements in which directors are interested Contract of employment with managing or wholetime directors Payment to director for loss of office, etc., in connection with transfer of undertaking, property or shares
B-375 B-382 B-384
01/04/2014 01/04/2014 01/04/2014
B-384
12/09/2013
-
B-385
01/04/2014
6, 6A, 7
B-388
01/04/2014
-
B-390 B-392
01/04/2014 12/09/2013
8 -
B-393
12/09/2013
-
B-393
12/09/2013
-
B-394
12/09/2013
-
B-395 B-396 B-399
01/04/2014 12/09/2013 01/04/2014
9 10 11, 12, 13
B-404
01/04/2014
14
B-405
01/04/2014
15
B-410
01/04/2014
16
B-411
01/04/2014
-
B-412
01/04/2014
17
Company Law Ready Referencer – Agarwal & De
3, 4 5
[Page 11]
Index of Sections
Section Description
192 193 194 195
Restriction on non-cash transactions involving directors Contract by One Person Company Prohibition on forward dealings in securities of company by director or key managerial personnel Prohibition on insider trading of securities Chapter XIII - Appointment and Remuneration of Managerial Personnel
196 197 198 199 200 201 202 203 204 205
Appointment of managing director, whole-time director or a manager Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits Calculation of profits Recovery of remuneration in certain cases Central Government or company to fix limit with regard to remuneration Forms of, and procedure in relation to, certain applications Compensation for loss of office of managing or whole-time director or manager Appointment of key managerial personnel Secretarial audit for bigger companies Functions of Company Secretary Chapter XIV - Inspection, Inquiry and Investigation [see note-2]
206 207 208 209 210 211
Power to call for information, inspect books and conduct inquiries Conduct of inspection and inquiry Report on inspection made Search and seizure Investigation into affairs of company Establishment of Serious Fraud Investigation Office
Company Law Ready Referencer – Agarwal & De
Page
Date of Enforcement
Relevant Rule
B-413
12/09/2013
-
B-414
01/04/2014
-
B-415
12/09/2013
-
B-415
12/09/2013
B-430
-
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
B-437
01/04/2014
3
B-438
01/04/2014
4, 5
B-444 B-445
01/04/2014 01/04/2014
-
B-446
01/04/2014
6
B-447
01/04/2014
7
B-448
12/09/2013
-
B-449 B-450 B-451
01/04/2014 01/04/2014 01/04/2014
8, 8A 9 10
B-453
Companies (Inspection Investigation and Inquiry) Rules, 2014
B-453
01/04/2014
-
B-454 B-455 B-456 B-456 B-457
01/04/2014 01/04/2014 01/04/2014 01/04/2014 01/04/2014
3, 4
[Page 12]
Index of Sections
Section Description
212
213 214 215
Investigation into affairs of Company by Serious Fraud Investigation Office
Investigation into company's affairs in other cases Security for payment of costs and expenses of investigation Firm, body corporate or association not to be appointed as inspector
216
Investigation of ownership of company
217 218
Procedure, powers, etc., of inspectors Protection of employees during investigation Power of inspector to conduct investigation into affairs of related companies, etc. Seizure of documents by inspector Freezing of assets of company on inquiry and investigation Imposition of restrictions upon securities Inspector’s report
219 220 221 222 223
224
225 226 227 228 229
Actions to be taken in pursuance of inspector's report
Expenses of investigation Voluntary winding up of company, etc., not to stop investigation proceedings Legal advisers and bankers not to disclose certain information Investigation, etc., of foreign companies Penalty for furnishing false statement, mutilation, destruction of documents
Company Law Ready Referencer – Agarwal & De
Page
Date of Enforcement 01/04/2014[except references of subsection (10) of Section 66, subsection (5)of Section 140, 213, subsection(1) of Section 251 and sub-section (3) of Section 339 made in subsection(6) and subsection(8) to (10). Sub-section(8) to (10) were enforced w.e.f. 24/08/2017]
Relevant Rule
01/06/2016
-
B-462
01/04/2014
5
B-463
01/04/2014
-
B-458
B-461
[see note-5]
01/04/2014 [except sub-section (2), B-463 which was enforced w.e.f. 01/06/2016] B-463 01/04/2014 B-466 01/06/2016
6 -
B-467
01/04/2014
-
B-467
01/04/2014
-
B-468
01/06/2016
-
B-468 B-469
01/06/2016 01/04/2014 01/04/2014 [except sub-sections (2) and (5), of which sub-section (5) was B-469 enforced w.e.f. 01/06/2016 and sub-section (2) was enforced w.e.f. 15/12/2016] B-470 01/04/2014
-
-
-
-
B-471
15/12/2016
-
B-471
09/09/2016
-
B-472
01/04/2014
-
B-472
01/04/2014
[Page 13]
Index of Sections
Section Description
Chapter XV - Compromises, Arrangements and Amalgamations[see note-3]
230 231 232 233 234 235 236 237 238 239 240
241
242
243 244 245 246
247
Power to compromise or make arrangements with creditors and members Power of Tribunal to enforce compromise or arrangement Merger and amalgamation of companies Merger or amalgamation of certain companies Merger or amalgamation of company with foreign company Power to acquire shares of shareholders dissenting from scheme or contract approved by majority Purchase of minority shareholding Power of Central Government to provide for amalgamation of companies in public interest Registration of offer of schemes involving transfer of shares Preservation of books and papers of amalgamated companies Liability of officers in respect of offences committed prior to merger, amalgamation, etc. Chapter XVI - Prevention of Oppression and Mismanagement Application to Tribunal for relief in cases of oppression, etc.
Powers of Tribunal
Consequence of termination or modification of certain agreements Right to apply under section 241 Class action Application of certain provisions to proceedings under section 241 or section 245
Page B-473
Relevant Rule Companies (Compromises, Arrangements and Amalgamations) Rules, 2016
B-473
15/12/2016 [except subsections (11) and (12)]
B-476
15/12/2016
-
B-476 B-479
15/12/2016 15/12/2016
-
B-481
13/04/2017
-
B-482
15/12/2016
-
B-483
15/12/2016
-
B-485
15/12/2016
-
B-486
15/12/2016
-
B-486
15/12/2016
-
B-487
15/12/2016
-
B-488
-
Rules not yet notified
B-488 01/06/2016
-
01/06/2016 [except clause (b) of subsection (1), clause B-488 (c) and (g) of subsection (2), which were enforced w.e.f. 09/09/2016]
-
B-490
01/06/2016
-
B-491 B-491
01/06/2016 01/06/2016
-
B-494
09/09/2016
-
Chapter XVII - Registered Valuers[see note-3]
B-495
Valuation by registered valuers
B-495
Company Law Ready Referencer – Agarwal & De
Date of Enforcement
18/10/2017
Companies (Registered Valuers and Valuation) Rules, 2017
-
[Page 14]
Index of Sections
Section Description
Chapter XVIII - Removal of Names of Companies from the Register of Companies
248 249 250 251 252 253 254 255 256 257 258 259 260 261 262 263 264 265 266 267 268 269 270 271 272 273 274 275 276 277 278
Power of Registrar to remove name of company from register of companies Restrictions on making application under section 248 in certain situations Effect of company notified as dissolved Fraudulent application for removal of name Appeal to Tribunal Chapter XIX - Revival and Rehabilitation of Sick Companies Determination of sickness Application for revival and rehabilitation Exclusion of certain time in computing period of limitation Appointment of interim administrator Committee of creditors Order of Tribunal Appointment of administrator Powers and duties of company administrator Scheme of revival and rehabilitation Sanction of scheme Scheme to be binding Implementation of scheme Winding up of company on report of company administrator Power of Tribunal to assess damages against delinquent directors, etc. Punishment for certain offences Bar of jurisdiction Rehabilitation and Insolvency Fund Chapter XX - Winding Up Modes of winding up Part I- Winding up by the Tribunal Circumstances in which company may be wound up by Tribunal Petition for winding up Powers of Tribunal Directions for filing statement of affairs Company Liquidators and their appointments Removal and replacement of liquidator Intimation to Company Liquidator, provisional liquidator and Registrar Effect of winding up order
Company Law Ready Referencer – Agarwal & De
Page
Date of Enforcement
Relevant Rule Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016
B-496
B-499
26/12/2016
3, 4, 5, 6, 7, 9
B-502
26/12/2016
-
B-503 B-503 B-504
26/12/2016 26/12/2016 26/12/2016
-
507
-
-
omitted [note-1] omitted [note-1]
-
-
omitted [note-1]
-
-
omitted [note-1] omitted [note-1] omitted [note-1] omitted [note-1] omitted [note-1] omitted [note-1] omitted [note-1] omitted [note-1] omitted [note-1]
-
-
omitted [note-1]
-
-
omitted [note-1]
-
B-508
omitted [note-1] omitted [note-1] omitted [note-1]
-
B-508 B-508
15/12/2016
-
B-508
15/12/2016
-
B-509 B-510 B-511 B-511 B-512
15/12/2016 15/12/2016 15/12/2016 15/12/2016 15/12/2016
-
B-513
15/12/2016
-
B-514
15/12/2016
[Page 15]
Index of Sections
Section Description
279 280 281 282 283 284 285 286 287 288 289 290 291 292 293 294 295 296 297 298 299 300 301 302 303 304 305 306 307 308 309 310 311
Stay of suits, etc., on winding up order Jurisdiction of Tribunal Submission of report by Company Liquidator Directions of Tribunal on report of Company Liquidator Custody of company's properties Promoters, directors, etc., to co-operate with Company Liquidator Settlement of list of contributories and application of assets Obligations of directors and managers Advisory committee Submission of periodical reports to Tribunal Power of Tribunal on application for stay of winding up Powers and duties of Company Liquidator Provision for professional assistance to Company Liquidator Exercise and control of Company Liquidator's powers Books to be kept by Company Liquidator Audit of Company Liquidator's accounts Payment of debts by contributory and extent of setoff Power of Tribunal to make calls Adjustment of rights of contributories Power to order costs Power to summon persons suspected of having property of company, etc. Power to order examination of promoters, directors, etc. Arrest of person trying to leave India or abscond Dissolution of company by Tribunal Appeals from orders made before commencement of Act Part II – Voluntary Winding Up Circumstances in which company may be wound up voluntarily Declaration of solvency in case of proposal to wind up voluntarily Meeting of creditors Publication of resolution to wind up voluntarily Commencement of voluntary winding up Effect of voluntary winding up Appointment of Company Liquidator Power to remove and fill vacancy of Company Liquidator
Company Law Ready Referencer – Agarwal & De
Page B-514 B-515 B-515
Date of Enforcement
Relevant Rule
15/12/2016 15/12/2016 15/12/2016
-
B-516
15/12/2016
-
B-517
15/12/2016
-
B-518
15/12/2016
-
B-518
15/12/2016
-
B-519 B-519 B-520
15/12/2016 15/12/2016 15/12/2016
-
B-520
omitted [note-1]
-
B-521
15/12/2016
-
B-522
15/12/2016
-
B-522
15/12/2016
-
B-523 B-523
15/12/2016 15/12/2016
-
B-524
15/12/2016
-
B-524 B-525 B-525
15/12/2016 15/12/2016 15/12/2016
-
B-525
15/12/2016
-
B-526
15/12/2016
-
B-527 B-527
15/12/2016 15/12/2016
-
B-528
15/12/2016
-
-
omitted [note-1]
-
-
omitted [note-1]
-
-
omitted [note-1] omitted [note-1] omitted [note-1] omitted [note-1] omitted [note-1]
-
-
omitted [note-1]
-
528
[Page 16]
Index of Sections
Section Description
312 313 314 315 316 317 318 319 320 321 322 323 324 325 326 327 328 329 330 331 332 333 334 335 336 337 338 339 340 341 342
Notice of appointment of Company Liquidator to be given to Registrar Cesser of Board's powers on appointment of Company Liquidator Powers and duties of Company Liquidator in voluntary winding up Appointment of committees Company Liquidator to submit report on progress of winding up Report of Company Liquidator to Tribunal for examination of persons Final meeting and dissolution of company Power of Company Liquidator to accept shares, etc, as consideration for sale of property of company Distribution of property of company Arrangement when binding on company and creditors Power to apply to Tribunal to have questions determined, etc. Costs of voluntary winding up Part III – Provisions applicable to every mode of winding up Debts of all descriptions to be admitted to proof Application of insolvency rules in winding up of insolvent companies Overriding preferential payments Preferential payments Fraudulent preference Transfers not in good faith to be void Certain transfers to be void Liabilities and rights of certain persons fraudulently preferred Effect of floating charge Disclaimer of onerous property Transfers, etc., after commencement of winding up to be void Certain attachments, executions, etc., in winding up by Tribunal to be void Offences by officers of companies in liquidation Penalty for frauds by officers Liability where proper accounts not kept Liability for fraudulent conduct of business Power of Tribunal to assess damages against delinquent directors, etc. Liability under sections 339 and 340 to extend to partners or directors in firms or companies Prosecution of delinquent officers and members of company
Company Law Ready Referencer – Agarwal & De
Page
Date of Enforcement
Relevant Rule
-
omitted [note-1]
-
-
omitted [note-1]
-
-
omitted [note-1]
-
-
omitted [note-1]
-
-
omitted [note-1]
-
-
omitted [note-1]
-
-
omitted [note-1]
-
-
omitted [note-1]
-
-
omitted [note-1]
-
-
omitted [note-1]
-
-
omitted [note-1]
-
-
omitted [note-1]
-
B-528
15/12/2016
-
B-529
omitted [note-1]
-
B-530 B-531 B-532 B-533 B-533
15/12/2016 15/12/2016 15/12/2016 15/12/2016 15/12/2016
-
B-533
15/12/2016
-
B-534 B-534
15/12/2016 15/12/2016
-
B-536
15/12/2016
-
B-536
15/12/2016
-
B-528
B-537 B-538 B-539 B-539 B-540
15/12/2016 (to the extent of their applicability for section 246)
B-541 B-541
-
15/12/2016
[Page 17]
Index of Sections
Section Description
Page
Date of Enforcement
Relevant Rule
B-542
15/12/2016
-
B-543
15/12/2016
-
344
Company Liquidator to exercise certain powers subject to sanction Statement that a company is in liquidation
345
Books and papers of company to be evidence
B-543
15/12/2016
-
346
Inspection of books and papers by creditors and contributories
B-543
15/12/2016
-
347
Disposal of books and papers of company
B-544
15/12/2016
-
348
Information as to pending liquidation
B-544
15/12/2016
-
B-545
15/12/2016
-
B-546
15/12/2016
-
B-546
15/12/2016
-
B-546
15/12/2016
-
B-548
15/12/2016
-
B-548
15/12/2016
-
B-548
15/12/2016
-
B-549
15/12/2016
-
B-549
15/12/2016
-
B-550
15/12/2016
-
B-550 B-550 B-550 B-550
15/12/2016 15/12/2016 15/12/2016
-
B-551
15/12/2016
-
B-552
15/12/2016
-
B-552 B-552
15/12/2016 15/12/2016
-
343
349 350 351 352 353 354 355 356 357 358 359 360 361 362 363 364 365
Official Liquidator to make payments into public account of India Company Liquidator to deposit monies into scheduled bank Liquidator not to deposit monies into private banking account Company Liquidation dividend and undistributed Assets accounts Liquidator to make returns, etc. Meetings to ascertain wishes of creditors or contributories Court, tribunal or person, etc., before whom affidavit may be sworn Powers of Tribunal to declare dissolution of company void Commencement of winding up by Tribunal Exclusion of certain time in computing period of limitation Part IV – Official Liquidators Appointment of Official Liquidator Powers and functions of Official Liquidator Summary procedure for liquidation Sale of assets and recovery of debts due to company Settlement of claims of creditors by Official Liquidator Appeal by creditor Order of dissolution of company Chapter XXI – Companies Authorised to Register under this Act
366 367 368 369
Part I - Companies authorised to register under this Act Companies capable of being registered Certificate of registration of existing companies Vesting of property on registration Saving of existing liabilities
Company Law Ready Referencer – Agarwal & De
B-553
Companies (Authorised to Register) Rules, 2014
B-553 B-553 B-556 B-557 B-557
01/04/2014 01/04/2014 01/04/2014 01/04/2014
3 [Page 18]
Index of Sections
Section Description
Page
Date of Enforcement
Relevant Rule
370
Continuation of pending legal proceedings
B-557
371 372 373
Effect of registration under this Part Power of Court to stay or restrain proceedings Suits stayed on winding up order Obligations of companies registering under this Part Part II – Winding up of unregistered companies Winding up of unregistered companies Power to wind up foreign companies, although dissolved Provisions of Chapter cumulative Saving and construction of enactments conferring power to wind up partnership firm, association or company, etc., in certain cases
B-557 B-559 B-559
01/04/2014 [except the proviso, which was enforced w.e.f. 15/12/2016] 01/04/2014 15/12/2016 15/12/2016
B-559
01/04/2014
4, 5
B-561 B-561
15/12/2016
-
B-562
15/12/2016
-
B-563
15/12/2016
-
B-563
15/12/2016
-
374 375 376 377 378
Chapter XXII – Companies Incorporated Outside India 379
385
Application of Act to foreign companies Documents, etc., to be delivered to Registrar by foreign companies Accounts of foreign company Display of name, etc., of foreign company Service on foreign company Debentures, annual return, registration of charges, books of account and their inspection Fee for registration of documents
386
Interpretation
380 381 382 383 384
B-565
B-566
01/04/2014
3, 8, 9, 10
B-559 B-572 B-572
01/04/2014 12/09/2013 12/09/2013
4, 5, 6 -
B-573
01/04/2014
7
B-574
-
B-574
01/04/2014
-
B-575 B-576 B-576
11 13
-
391
Application of sections 34 to 36 and Chapter XX
B-582
392
Punishment for contravention Company's failure to comply with provisions of this Chapter not to affect validity of contracts, etc.
B-583 B-583
01/04/2014
Chapter XXIII – Government Companies
B-585
Annual reports on Government companies
B-585
Company Law Ready Referencer – Agarwal & De
12
01/04/2014 12/09/2013 [Except clause (a), which B-574 was enforced w.e.f. 01/04/2014] 01/04/2014 01/04/2014 01/04/2014 sub-section (1) w.e.f. 01/04/2014 and sub-section (2) w.e.f. 15/12/2016 01/04/2014
394
Companies (Registration of Foreign Companies) Rules, 2014
12/09/2013
388 389 390
393
-
B-565
Dating of prospectus and particulars to be contained therein Provisions as to expert's consent and allotment Registration of prospectus Offer of Indian Depository Receipts
387
-
12/09/2013
-
-
Rules not yet notified
-
[Page 19]
Index of Sections
Section Description
395
396 397 398
399
400 401 402 403 404
405 406
Date of Enforcement
Relevant Rule
Annual reports where one or more State Governments are members of companies
Page B-585
01/04/2014
-
Chapter XXIV – Registration Offices and Fees
B-586
Registration offices Admissibility of certain documents as evidence Provisions relating to filing of applications, documents, inspection, etc., in electronic form [see note-4]
B-586 B-587
01/04/2014 01/04/2014
B-588
01/04/2014
7, 8, 9, 10, 11
B-593
01/04/2014 [except reference of word 'Tribunal' in sub-section(2), which was enforced w.e.f. 01/06/2016]
14, 15
B-594
01/04/2014
-
B-594
01/04/2014
-
B-594
01/04/2014
-
B-595 B-596
01/04/2014 01/04/2014
12, 13 -
Inspection, production and evidence of documents kept by Registrar
Electronic form to be exclusive, alternative or in addition to physical form Provision of value added services through electronic form Application of provisions of Information Technology Act, 2000 Fee for filing, etc. Fees, etc., to be credited into public account Chapter XXV – Companies to Furnish Information or Statistics Power of Central Government to direct companies to furnish information or statistics Chapter XXVI - Nidhis[see note-3] Power to modify Act in its application to Nidhis
B-604 B-604
4, 5, 6 -
Rules not yet notified
B-603 B-603
Companies (Registration Offices and Fees) Rules, 2014
12/09/2013
Nidhi Rules, 2014
01/04/2014
-
National Company Law Tribunal Rules, 2016 &National Company Law Appellate Tribunal Rules, 2016
Chapter XXVII – National Company Law Tribunal and Appellate Tribunal[see note-3]
B-606
407
Definitions
B-606
12/09/2013
-
408
Constitution of National Company Law Tribunal Qualification of President and Members of Tribunal Constitution of Appellate Tribunal Qualifications of Chairperson and Members of Appellate Tribunal Selection of Members of Tribunal and Appellate Tribunal Term of office of President, chairperson and other Members
B-606
12/09/2013
-
B-606
12/09/2013
-
B-607
12/09/2013
-
B-608
12/09/2013
-
B-608
12/09/2013
-
B-609
12/09/2013
-
409 410 411 412 413
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Index of Sections
Section Description
432 433
Salary, allowances and other terms and conditions of service of Members Acting President and Chairperson of Tribunal or Appellate Tribunal Resignation of Members Removal of Members Staff of Tribunal and Appellate Tribunal Benches of Tribunal Orders of Tribunal Appeal from orders of Tribunal Expeditious disposal by Tribunal and Appellate Tribunal Appeal to Supreme Court Procedure before Tribunal and Appellate Tribunal Power to punish for contempt Delegation of powers President, Members, officers, etc., to be public servants Protection of action taken in good faith Power to seek assistance of Chief Metropolitan Magistrate, etc. Civil court not to have jurisdiction Vacancy in Tribunal or Appellate Tribunal not to invalidate acts or proceedings Right to legal representation Limitation
434
Transfer of certain pending proceedings
414 415 416 417 418 419 420 421 422 423 424 425 426 427 428 429 430 431
435 436 437 438 439 440 441 442 443 444
Page
Date of Enforcement
Relevant Rule
B-610
12/09/2013
-
B-610
01/06/2016
-
B-610 B-611 B-611 B-612 B-613 B-613
01/06/2016 01/06/2016 01/06/2016 01/06/2016 01/06/2016 01/06/2016
-
B-613
01/06/2016
-
B-614 B-614 B-615 B-615
01/06/2016 01/06/2016 01/06/2016 01/06/2016
-
B-616
01/06/2016
-
B-616
01/06/2016
-
B-616
01/06/2016
-
B-617
01/06/2016
-
B-617
01/06/2016
-
B-617 B-617
01/06/2016 01/06/2016 clause (a) and (b) of sub-section (1) and Companies sub-section (2) (Transfer of Pending B-618 w.e.f. 01/06/2016 Proceedings) Rules, and clause (c) of 2016 sub-section (1) w.e.f. 15/12/2016] Companies (Mediation and Conciliation) Rules, 2016
Chapter XXVIII – Special Courts[see note-3]
B-621
Establishment of Special Courts Offences triable by Special Courts Appeal and revision Application of Code to proceedings before Special Court Offences to be non-cognizable Transitional provisions Compounding of certain offences Mediation and Conciliation Panel Power of Central Government to appoint company prosecutors Appeal against acquittal
B-621 B-621 B-622
18/05/2016 18/05/2016 18/05/2016
B-623
18/05/2016
-
B-623 B-624 B-624 B-626
12/09/2013 18/05/2016 01/06/2016 01/04/2014
-
B-626
12/09/2013
-
B-626
12/09/2013
-
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[Page 21]
Index of Sections
Section Description
445 446 446A 446B
447 448 449 450 451 452 453 454 455 456 457 458 459 460 461 462 463 464 465 466 467 468 469 470 1 2 3 4 5
Compensation for accusation without reasonable cause Application of fines Factors for determining level of punishment
Page
Date of Enforcement
Relevant Rule
B-627
12/09/2013
-
B-627 B-627
12/09/2013
-
Inserted by the Companies (Amendment) Act, 2017
Lesser penalties for One Person Companies or small companies
B-627
Chapter XXIX – Miscellaneous[see note-2]
B-628
Punishment for fraud Punishment for false statement Punishment for false evidence Punishment where no specific penalty or punishment is provided Punishment in case of repeated default Punishment for wrongful withholding of property Punishment for improper use of "Limited" or "Private Limited" Adjudication of penalties[see note-4] Dormant company Protection of action taken in good faith Nondisclosure of information in certain cases Delegation by Central Government of its powers and functions Powers of Central Government or Tribunal to accord approval, etc., subject to conditions and to prescribe fees on applications Condonation of delay in certain cases Annual report by Central Government Power to exempt class or classes of companies from provisions of this Act Power of court to grant relief in certain cases Prohibition of association or partnership of persons exceeding certain number Repeal of certain enactments and savings Dissolution of Company Law Board and consequential provisions Power of Central Government to amend Schedules Powers of Central Government to make rules relating to winding up Power of Central Government to make rules Power to remove difficulties
B-631 B-631 B-631
12/09/2013 12/09/2013 12/09/2013
B-632
12/09/2013
-
B-632 B-632
12/09/2013 12/09/2013
-
B-633
12/09/2013
-
B-633 B-634 B-636 B-636
01/04/2014 01/04/2014 12/09/2013 12/09/2013
3, 4, 5, 6, 7, 8 -
B-636
12/09/2013
-
B-637
12/09/2013
9
B-638 B-638
12/09/2013 12/09/2013
-
B-638
12/09/2013
-
B-639
12/09/2013
-
B-639
01/04/2014
10
B-640
Not yet enforced
-
B-641
01/06/2016
-
B-643
12/09/2013
-
B-643
12/09/2013
-
B-644 B-644
12/09/2013 12/09/2013
-
Companies (Miscellaneous) Rules, 2014
-
Notes Omitted w.e.f. 15-11-2016 with the enforcement of the Insolvency and Bankruptcy Code, 2016 For text of other rules notified under this chapter, refer to our website corporatelex.com For text of relevant rules, refer to our website corporatelex.com For text of rules notified under this section, refer to our website corporatelex.com Companies (Arrests in connection with Investigation by Serious Fraud Investigation Office) Rules, 2017 Company Law Ready Referencer – Agarwal & De
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