LexThe Companies Act, 2013
Chhattisgarh · state statute
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THE COMPANIES ACT, 2013
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ARRANGEMENT OF SECTIONS
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CHAPTER I
PRELIMINARY
SECTIONS
1. Short title, extent, commencement and application.
2. Definitions.
CHAPTER II
INCORPORATION OF COMPANY AND MATTERS INCIDENTAL THERETO
3. Formation of company.
4. Memorandum.
5. Articles.
6. Act to override memorandum, articles, etc.
7. Incorporation of company.
8. Formation of companies with charitable objects, etc.
9. Effect of registration.
10. Effect of memorandum and articles.
11. [Omitted].
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.
CHAPTER III
PROSPECTUS AND ALLOTMENT OF SECURITIES
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.
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SECTIONS
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. Offer or invitation for subscription of securities on private placement.
CHAPTER IV
SHARE CAPITAL AND DEBENTURES
43. Kinds of share capital.
44. Nature of shares or debentures.
45. Numbering of shares.
46. Certificate of shares.
47. Voting rights
48. Variation of shareholders‘ rights.
49. Calls on shares of same class to be made on uniform basis.
50. Company to accept unpaid share capital, although not called up.
51. Payment of dividend in proportion to amount paid-up.
52. Application of premiums received on issue of shares.
53. Prohibition on issue of shares at discount.
54. Issues 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.
CHAPTERV
ACCEPTANCE OF DEPOSITS BY COMPANIES
73. Prohibition on acceptance of deposits from public.
74. Repayment of deposits, etc., accepted before commencement of this Act.
75. Damages for fraud.
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SECTIONS
76. Acceptance of deposits from public by certain companies.
76A. Punishment for contravention of section 73 or section 76.
CHAPTER VI
REGISTRATION OF CHARGES
77. Duty to register charges, etc.
78. Application for registration of charge.
79. Section 77 to apply in certain matters.
80. Date of notice of charge.
81. Register of charges to be kept by Registrar.
82. Company to report satisfaction of charge.
83. Power of Registrar to make entries of satisfaction and release in absence of intimation from
company.
84. Intimation of appointment of receiver or manager.
85. Company‘s register of charges.
86. Punishment for contravention.
87. Rectification by Central Government in register of charges.
CHAPTER VII
MANAGEMENT AND ADMINISTRATION
88. Register of members, etc.
89. Declaration in respect of beneficial interest in any share.
90. Investigation of beneficial ownership of shares in certain cases.
91. Power to close register of members or debenture holders or other security holders.
92. Annual return.
93. Return to be filed with Registrar in case promoters‘ stake changes.
94. Place of keeping and inspection of registers, returns, etc.
95. Registers, etc., to be evidence.
96. Annual general meeting.
97. Power of Tribunal to call annual general meeting.
98. Power of Tribunal to call meetings of members, etc.
99. Punishment for default in complying with provisions of sections 96 to 98.
100. Calling of extraordinary general meeting.
101. Notice of meeting.
102. Statement to be annexed to notice.
103. Quorum for meetings.
104. Chairman of meetings.
105. Proxies.
106. Restriction on voting rights.
107. Voting by show of hands.
108. Voting through electronic means.
109. Demand for poll.
110. Postal ballot.
111. Circulation of members‘ resolution.
112. Representation of President and Governors in meetings.
113. Representation of corporations at meeting of companies and of creditors.
114. Ordinary and special resolutions.
115. Resolutions requiring special notice.
116. Resolutions passed at adjourned meeting.
117. Resolutions and agreements to be filed.
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SECTIONS
118. Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting
and resolutions passed by postal ballot.
119. Inspection of minute-books of general meeting.
120. Maintenance and inspection of documents in electronic form.
121. Report on annual general meeting.
122. Applicability of this Chapter to One Person Company.
CHAPTER VIII
DECLARATION AND PAYMENT OF DIVIDEND
123. Declaration of dividend.
124. Unpaid Dividend Account.
125. Investor Education and Protection Fund.
126. Right to dividend, rights shares and bonus shares to be held in abeyance pending registration of
transfer of shares.
127. Punishment for failure to distribute dividends.
CHAPTER IX
ACCOUNTS OF COMPANIES
128. Books of account, etc., to be kept by company.
129. Financial statement.
130. Re-opening of accounts on court‘s or Tribunal‘s orders.
131. Voluntary revision of financial statements or Board‘s report.
132. Constitution of National Financial Reporting Authority.
133. Central Government to prescribe accounting standards
134. Financial statement, Board‘s report, etc.
135. Corporate Social Responsibility.
136. Right of member to copies of audited financial statement.
137. Copy of financial statement to be filed with Registrar.
138. Internal Audit.
CHAPTER X
AUDIT AND AUDITORS
139. Appointment of auditors.
140. Removal, resignation of auditor and giving of special notice.
141. Eligibility, qualifications and disqualifications of auditors.
142. Remuneration of auditors.
143. Powers and duties of auditors and auditing standards.
144. Auditor not to render certain services.
145. Auditor to sign audit reports, etc.
146. Auditors to attend general meeting.
147. Punishment for contravention.
148. Central Government to specify audit of items of cost in respect of certain companies.
CHAPTER XI
APPOINTMENT AND QUALIFICATIONS OF DIRECTORS
149. Company to have Board of Directors.
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SECTIONS
150. Manner of selection of independent d irectors 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. Punishment for contravention.
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.
CHAPTER XII
MEETINGS OF BOARD AND ITS POWERS
173. Meetings of Board.
174. Quorum for meetings of Board.
175. Passing of resolution by circulation.
176. Defects in appointment of directors not to invalidate actions taken.
177. Audit committee.
178. Nomination and Remuneration Committee and Stakeholders Relationship Committee.
179. Powers of Board.
180. Restrictions on powers of Board.
181. Company to contribute to bona fide and charitable funds, etc.
182. Prohibitions and restrictions regarding political contributions.
183. Power of Board and other persons to make contributions to national defence fund, etc.
184. Disclosure of interest by director.
185. Loan to directors, etc.
186. Loan and investment by company.
187. Investments of company to be held in its own name.
188. Related party transactions.
189. Register of contracts or arrangements in which directors are interested.
190. Contract of employment with managing or whole-time 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.
195. Prohibition on insider trading of securities.
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CHAPTER XIII
APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL
SECTIONS
196. Appointment of managing director, whole-time director or manager.
197. Overall maximum managerial remuneration and managerial remuneration in case of absence or
inadequacy of profits.
198. Calculation of profits.
199. Recovery of remuneration in certain cases.
200. Central Government or company to fix limit with regard to remuneration.
201. Forms of, and procedure in relation to, certain applications.
202. Compensation for loss of office of managing or whole-time director or manager.
203. Appointment of key managerial personnel.
204. Secretarial audit for bigger companies.
205. Functions of company secretary.
CHAPTER XIV
INSPECTION, INQUIRY AND INVESTIGATION
206. Power to call for information, inspect books and conduct inquiries.
207. Conduct of inspection and inquiry.
208. Report on inspection made.
209. Search and seizure.
210. Investigation into affairs of company.
211. Establishment of Serious Fraud Investigation Office.
212. Investigation into affairs of company by Serious Fraud Investigation Office.
213. Investigation into company‘s affairs in other cases.
214. Security for payment of costs and expenses of investigation.
215. Firm, body corporate or association not to be appointed as inspector.
216. Investigation of ownership of company.
217. Procedure, powers, etc., of inspectors.
218. Protection of employees during investigation.
219. Power of inspector to conduct investigation into affairs of related companies, etc.
220. Seizure of documents by inspector.
221. Freezing of assets of company on inquiry and investigation.
222. Imposition of restrictions upon securities.
223. Inspector‘s report.
224. Actions to be taken in pursuance of inspector‘s report.
225. Expenses of investigation.
226. Voluntary winding up of company, etc., not to stop investigation proceedings.
227. Legal advisers and bankers not to disclose certain information.
228. Investigation, etc., of foreign companies.
229. Penalty for furnishing false statement, mutilation, destruction of documents.
CHAPTER XV
COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS
230. Power to compromise or make arrangements with creditors and members.
231. Power to 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.
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SECTIONS
235. Power to acquire shares of shareholders dissenting from scheme or contract approved by
majority.
236. Purchase of minority shareholding.
237. Power of Central Government to provide for amalgamation of companies in public interest.
238. Registration of offer of schemes involving transfer of shares.
239. Preservation of books and papers of amalgamated companies.
240. Liability of officers in respect of offences committed prior to merger, amalgamation, etc.
CHAPTER XVI
PREVENTION OF OPPRESSION AND MISMANAGEMENT
241. Application to Tribunal for relief in cases of oppression, etc.
242. Powers of Tribunal.
243. 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 under section 241 or section 245.
CHAPTER XVII
REGISTERED VALUERS
247. Valuation by registered valuers.
CHAPTER XVIII
REMOVAL OF NAMES OF COMPANIES FROM THE REGISTER OF COMPANIES
248. Power of Registrar to remove name of company from register of companies.
249. Restrictions on making application under section 248 in certain situations.
250. Effect of company notified as dissolved.
251. Fraudulent application for removal of name.
252. Appeal to Tribunal.
CHAPTER XIX
REVIVAL AND REHABILITATION OF SICK COMPANIES
253. Determination of sickness.
254. Application for revival and rehabilitation.
255. Exclusion of certain time in computing period of limitation.
256. Appointment of interim administrator.
257. Committee of creditors.
258. Order of Tribunal.
259. Appointment of administrator.
260. Powers and duties of company administrator.
261. Scheme of revival and rehabilitation.
262. Sanction of scheme.
263. Scheme to be binding.
264. Implementation of scheme.
265. Winding up of company on report of company administrator.
266. Power of Tribunal to assess damages against delinquent directors, etc.
267. Punishment for certain offences.
268. Bar of jurisdiction.
269. Rehabilitation and Insolvency Fund.
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CHAPTER XX
WINDING UP
SECTIONS
270. Modes of winding up.
PART I.—Winding up by the Tribunal
271. Circumstances in which company may be wound up by Tribunal.
272. Petition for winding up.
273. Powers of Tribunal.
274. Directions for filing statement of affairs.
275. Company Liquidators and their appointments.
276. Removal and replacement of liquidator.
277. Intimation to Company Liquidator, provisional liquidator and Registrar.
278. Effect of winding up order.
279. Stay of suits, etc., on winding up order.
280. Jurisdiction of Tribunal.
281. Submission of report by Company Liquidator.
282. Directions of Tribunal on report of Company Liquidator.
283. Custody of company‘s properties.
284. Promoters, directors, etc., to cooperate with Company Liquidator.
285. Settlement of list of contributories and application of assets.
286. Obligations of directors and managers.
287. Advisory Committee.
288. Submission of periodical reports to Tribunal.
289. Power of Tribunal on application for stay of winding up.
290. Powers and duties of Company Liquidator.
291. Provision for professional assistance to Company Liquidator.
292. Exercise and control of Company Liquidator‘s powers.
293. Books to be kept by Company Liquidator.
294. Audit of Company Liquidator‘s accounts.
295. Payment of debts by contributory and extent of set-off.
296. Power of Tribunal to make calls.
297. Adjustment of rights of contributories.
298. Power to order costs.
299. Power to summon persons suspected of having property of company, etc.
300. Power to order examination of promoters, directors, etc.
301. Arrest of person trying to leave India or abscond.
302. Dissolution of company by Tribunal.
303. Appeals from orders made before commencement of Act.
PART II.—Voluntary winding up
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.
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SECTIONS
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. Power of Tribunal to declare dissolution of company void.
357. Commencement of winding up by Tribunal.
358. Exclusion of certain time in computing period of limitation.
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PART IV.—Official Liquidators
SECTIONS
359. Appointment of Official Liquidator.
360. Powers and functions of Official Liquidator.
361. Summary procedure for liquidation.
362. Sale of assets and recovery of debts due to company.
363. Settlement of claims of creditors by Official Liquidator.
364. Appeal by creditor.
365. Order of dissolution of company.
CHAPTER XXI
PART I.—Companies authorised to Register under this Act
366. Companies capable of being registered.
367. Certificate of registration of existing companies.
368. Vesting of property on registration.
369. Saving of existing liabilities.
370. Continuation of pending legal proceedings.
371. Effect of registration under this Part.
372. Power of Court to stay or restrain proceedings.
373. Suits stayed on winding up order.
374. Obligations of companies registering under this Part.
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.
CHAPTER XXII
COMPANIES INCORPORATED OUTSIDE INDIA
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 India 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 or contracts,
etc.
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CHAPTER XXIII
GOVERNMENT COMPANIES
SECTIONS
394. Annual reports on Government companies.
395. Annual reports where one or more State Governments are members of companies.
CHAPTER XXIV
REGISTRATION OFFICES AND FEES
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.
CHAPTER XXV
COMPANIES TO FURNISH INFORMATION OR STATISTICS
405. Power of Central Government to direct companies to furnish information or statistics.
CHAPTER XXVI
NIDHIS
406. Power to modify Act in its application to Nidhis.
CHAPTER XXVII
NATIONAL COMPANY LAW TRIBUNAL AND APPELLATE TRIBUNAL
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.
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SECTIONS
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.
CHAPTER XXVIII
SPECIAL COURTS
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.
CHAPTER XXIX
MISCELLANEOUS
447. Punishment for fraud.
448. Punishment for false statement.
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.
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. Power of Central Government of 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. Power of Central Government to make rules relating to winding up.
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SECTIONS
469. Power of Central Government to make rules.
470. Power to remove difficulties.
SCHEDULE I
SCHEDULE II
SCHEDULE III
SCHEDULE IV
SCHEDULE V
SCHEDULE VI
SCHEDULE VII
14
THE COMPANIES ACT, 2013
ACT NO. 18 OF 2013
[29th August, 2013.]
An Act to consolidate and amend the law relating to companies.
BE it enacted by Parliament in the Sixty-fourth Year of the Republic of India as follows:—
CHAPTER I
PRELIMINARY
1. Short title, extent, commencement and application.—(1) This Act may be called the Companies
Act, 2013.
(2) It extends to the whole of India.
(3) This section shall come into force at once and the remaining provisions of this Act shall come into
force on such date 1 as the Central Government may, by notification in the Official Gazette, appoint and
different dates may be appointed for different provisions of this Act and any reference in any provision to
the commencement of this Act shall be construed as a reference to the coming into force of that provision.
(4) The provisions of this Act shall apply to—
(a) companies incorporated under this Act or under any previous company law;
(b) insurance companies, except in so far as the said provisions are inconsistent with the
provisions of the Insurance Act, 1938 (4 of 1938) or the Insurance Regulatory and Development
Authority Act, 1999 (41 of 1999);
(c) banking companies, except in so far as the said provisions are inconsistent with the provisions
of the Banking Regulation Act, 1949 (10 of 1949);
(d) companies engaged in the generation or supply of electricity, except in so far as the said
provisions are inconsistent with the provisions of the Electricity Act, 2003 (36 of 2003);
1. 1st April 2014 – S. 2(2), (7), (13), (31), (41), (42), (47), (48), (62), (83), (85) and Explanation (d) of clause (87); ss. 3, 4, 5, 6;
s. 7 [except sub-section (7)]; s. 8 [except sub-section (9)]; ss. 9, 10, 11, 12 and 13; s. 14 [except second proviso to sub-section (1)
and sub-section (2)]; ss. 15, 16, 17 and 18; section 20; clause (b) of sub-section (1) and sub-section (2) of section 23; sub-section
(3) of section 25; ss. 26, 27 and 28; sub-section (3) of s. 33; clause ( e) of sub -section (1) of s. 35; sub -section (4) of s. 39; sub -
section (6) of s. 40; ss. 41, 42 and 43; ss. 46 and 47; ss. 52, 53 and 54; s. 55 [except sub -section (3)]; s. 56; s. 61 [except proviso
to clause (b) of sub-section (1)]; s. 62 [except sub-sections (4) to (6)]; ss. 63 and 64; ss. 67 and 68; sub -section (2) of section 70;
s. 71 [except sub-sections (9) to (11)]; ss. 72 and 73; sub-section (1) of s. 74; ss. 76, 77, 78, 79, 80, 81, 82, 83, 84 and 85; ss. 87,
88, 89 and 90; ss. 92, 93, 94, 95 and 96; sub-section (6) of s.100; s. 101; third and fourth provisos to sub -section (1) and sub -
section (7) of s. 105; ss. 108, 109 and 110; clause ( b) of sub -section (1) of s. 113; s. 115; ss. 117 and 118; s. 119 [except sub -
section (4)]; ss. 120, 121, 122 and 123; s. 126; ss. 128 and 129; s.134; ss. 136, 137, 138 and 139; s. 140 [except second proviso to
sub-section (4) and sub-section (5)]; ss. 141, 142, 143, 144, 145, 146, 147, 148, 149, 150, 151, 152, 153, 154, 155, 156, 157, 158,
159 and 160; sub-section (2) of s. 161; ss. 164, 165, 166, 167 and 168; s. 169 [except sub-section (4)]; ss. 170, 171, 172, 173, 174
and 175; ss. 177, 178 and 179; s. 184; ss. 186, 187, 188, 189, 190 and 191; s. 193; ss. 196, 197, 198, 199, 200 and 201; ss. 203,
204, 205, 206, 207, 208, 209, 210 and 211; s. 212 [except references of sub -section (10) of s. 66, sub -section (5) of s. 140 ], s.
213, sub-section (1) of s. 251 and sub -section (3) of s. 339 made in sub -section (6) and also sub -sections (8) to ( 10)]; ss. 214,
215; s. 216 [except sub -section (2)]; s. 217; ss. 219 and 220; s. 223; s. 224 [except sub -sections (2) and (5)]; s. 225; ss. 228 and
229; ss. 366, 367, 368 and 369; s. 370 (except the proviso); s. 371; s. 374; ss. 380 and 381; ss. 384 and 385; clause (a) of s. 386;
ss. 387, 388, 389 and 390; sub-section (1) of s. 391; ss. 392 and 393; ss. 395, 396, 397 and 398; s. 399 [except reference of word
Tribunal in sub-section (2)]; ss. 400, 401, 402, 403 and 404; s. 406; s. 442; ss. 454 and 455; s. 464; Schs. I, II, III, IV, V and VI,
vide notification No. S.O. 902(E), dated 26th March, 2014, see Gazette of India, Extraordinary, Part II, sec.3(ii).
1st April, 2014 – S. 135 and Sch. VII, vide notification No. S.O. 582(E), dated 27th February, 2014, see Gazette of India,
Extraordinary, Part II, sec. 3 (ii).
6th June, 2014 –Sub-sections (2) and (3) of s. 74, vide notification No. S.O. 1459(E), dated 6th June, 2014, see Gazette of India,
Extraordinary, Part II, sec. 3(ii).
15
(e) any other company governed by any special Act for the time being in force, except in so far as
the said provisions are inconsistent with the provisions of such special Act; and
(f) such body corporate, incorporated by any Act for the time being in for ce, as the Central
Government may, by notification, specify in this behalf, subject to such exceptions, modifications or
adaptation, as may be specified in the notification.
2. Definitions.— In this Act, unless the context otherwise requires,—
(1) ―abridged prospectus‖ means a memorandum containing such salient features of a prospectus as
may be specified by the Securities and Exchange Board by making regulations in this behalf;
(2) ―accounting standards‖ means the standards of accounting or any addendum thereto for companies
or class of companies referred to in section 133;
(3) ―alter‖ or ―alteration‖ includes the making of additions, omissions and substitutions;
(4) ―Appellate Tribunal‖ means the National Company Law Appellate Tribunal constituted under
section 410;
(5) ―articles‖ means the articles of association of a company as originally framed or as altered from
time to time or applied in pursuance of any previous company law or of this Act;
(6) ―associate company‖, in relation to another compan y, means a company in which that other
company has a significant influence, but which is not a subsidiary company of the company having such
influence and includes a joint venture company.
Explanation.—For the purposes of this clause, ―significant influence‖ means control of at least twenty
per cent. of total share capital, or of business decisions under an agreement;
(7) ―auditing standards‖ means the standards of auditing or any addendum thereto for companies or
class of companies referred to in sub-section (10) of section 143;
(8) ―authorised capital‖ or ―nominal capital‖ means such capital as is authorised by the memorandum
of a company to be the maximum amount of share capital of the company;
(9) ―banking company‖ means a banking company as defined in clause (c) of section 5 of the Banking
Regulation Act, 1949 (10 of 1949);
(10) ―Board of Directors‖ or ―Board‖, in relation to a company, means the collective body of the
directors of the company;
(11) ―body corporate‖ or ―corporation‖ includes a company i ncorporated outside India, but does not
include—
(i) a co-operative society registered under any law relating to co-operative societies; and
(ii) any other body corporate (not being a company as defined in this Act), which the Central
Government may, by notification, specify in this behalf;
(12) ―book and paper‖ and ―book or paper‖ include books of account, deeds, vouchers, writings,
documents, minutes and registers maintained on paper or in electronic form;
(13) ―books of account‖ includes records maintained in respect of—
(i) all sums of money received and expended by a company and matters in relation to which the
receipts and expenditure take place;
(ii) all sales and purchases of goods and services by the company;
(iii) the assets and liabilities of the company; and
(iv) the items of cost as may be prescribed under section 148 in the case of a company which
belongs to any class of companies specified under that section;
(14) ―branch office‖, in relation to a company, means any establishment described as such by the
company;
(15) ―called-up capital‖ means such part of the capital, which has been called for payment;
16
(16) ―charge‖ means an interest or lien created on the property or assets of a company or any of its
undertakings or both as security and includes a mortgage;
(17) ―chartered accountant‖ means a chartered accountant as defined in clause (b) of sub -section (1)
of section 2 of the Chartered Accountants Act, 1949 (38 of 1949) who holds a valid certificate of practice
under sub-section (1) of section 6 of that Act;
(18) ―Chief Executive Officer‖ means an officer of a company, who has been designated as such by
it;
(19) ―Chief Financial Officer‖ means a person appointed as the Chief Financial Officer of a company;
(20) ―company‖ means a company incorporated under this Act or under any previous company law;
(21) ―company limited by guarantee‖ means a company having the liability of its members limited by
the memorandum to such amount as the members may respectively undertake to contribute to the a ssets
of the company in the event of its being wound up;
(22) ―company limited by shares‖ means a company having the liability of its members limited by the
memorandum to the amount, if any, unpaid on the shares respectively held by them;
(23) ―Company Liq uidator‖, in so far as it relates to the winding up of a company, means a person
appointed by—
(a) the Tribunal in case of winding up by the Tribunal; or
(b) the company or creditors in case of voluntary winding up,
as a Company Liquidator from a panel of professionals maintained by the Central Government under sub-
section (2) of section 275;
(24) ―company secretary‖ or ―secretary‖ means a company secretary as defined in clause (c) of sub -
section ( 1) of section 2 of the Company Secretaries Act, 1980 (56 of 1980) who is appointed by a
company to perform the functions of a company secretary under this Act;
(25) ―company secretary in practice‖ means a company secretary who is deemed to be in practice
under sub-section (2) of section 2 of the Company Secretaries Act, 1980 (56 of 1980);
(26) ―contributory‖ means a person liable to contribute towards the assets of the company in the event
of its being wound up.
Explanation.—For the purposes of this clause, it is hereby clarified that a person holding fully paid -
up shares in a company shall be considered as a contributory but shall have no liabilities of a contributory
under the Act whilst retaining rights of such a contributory;
(27) ―control‖ shall include the right to appoint majority of the directors or to control the management
or policy decisions exercisable by a person or persons acting individually or in concert, directly or
indirectly, including by virtue of their shareholding or management rights or shareholders agreements or
voting agreements or in any other manner;
(28) ―cost accountant‖ means a cost accountant as defined in clause ( b) of subsection (1) of section 2
of the Cost and Works Accountants Act, 1959 (23 of 1959);
(29) ―court‖ means—
(i) the High Court having jurisdiction in relation to the place a t which the registered office of the
company concerned is situate, except to the extent to which jurisdiction has been conferred on any
district court or district courts subordinate to that High Court under sub-clause (ii);
(ii) the district court, in cases where the Central Government has, by notification, empowered any
district court to exercise all or any of the jurisdictions conferred upon the High Court, within the
scope of its jurisdiction in respect of a company whose registered office is situate in the district;
(iii) the Court of Session having jurisdiction to try any offence under this Act or under any
previous company law;
17
(iv) the Special Court established under section 435;
(v) any Metropolitan Magistrate or a Judicial Magistrate of the First Class having jurisdiction to
try any offence under this Act or under any previous company law;
(30) ―debenture‖ includes debenture stock, bonds or any other instrument of a company evidencing a
debt, whether constituting a charge on the assets of the company or not;
(31) ―deposit‖ includes any receipt of money by way of deposit or loan or in any other form by a
company, but does not include such categories of amount as may be prescribed in consultation with the
Reserve Bank of India;
(32) ―depository‖ means a depository as defined in clause ( e) of sub -section (1) of section 2 of the
Depositories Act, 1996 (22 of 1996);
(33) ―derivative‖ means the derivative as defined in clause ( ac) of section 2 of the Securities
Contracts (Regulation) Act, 1956 (42 of 1956);
(34) ―director‖ means a director appointed to the Board of a company;
(35) ―dividend‖ includes any interim dividend;
(36) ―document‖ includes summons, notice, requisition, order, declaration, form and register, whether
issued, sent or kept in pursuance o f this Act or under any other law for the time being in force or
otherwise, maintained on paper or in electronic form;
(37) ―employees‘ stock option‖ means the option given to the directors, officers or employees of a
company or of its holding company or s ubsidiary company or companies, if any, which gives such
directors, officers or employees, the benefit or right to purchase, or to subscribe for, the shares of the
company at a future date at a pre-determined price;
(38) ―expert‖ includes an engineer, a va luer, a chartered accountant, a company secretary, a cost
accountant and any other person who has the power or authority to issue a certificate in pursuance of any
law for the time being in force;
(39) ―financial institution‖ includes a scheduled bank, and any other financial institution defined or
notified under the Reserve Bank of India Act, 1934 (2 of 1934);
(40) ―financial statement‖ in relation to a company, includes—
(i) a balance sheet as at the end of the financial year;
(ii) a profit and loss accou nt, or in the case of a company carrying on any activity not for profit,
an income and expenditure account for the financial year;
(iii) cash flow statement for the financial year;
(iv) a statement of changes in equity, if applicable; and
(v) any explanato ry note annexed to, or forming part of, any document referred to in sub -clause
(i) to sub-clause (iv):
Provided that the financial statement, with respect to One Person Company, small company and
dormant company, may not include the cash flow statement;
(41) ―financial year‖, in relation to any company or body corporate, means the period ending on the
31st day of March every year, and where it has been incorporated on or after the 1st day of January of a
year, the period ending on the 31st day of March of t he following year, in respect whereof financial
statement of the company or body corporate is made up:
Provided that on an application made by a company or body corporate, which is a holding company
or a subsidiary of a company incorporated outside India and is required to follow a different financial year
for consolidation of its accounts outside India, the Tribunal may, if it is satisfied, allow any period as its
financial year, whether or not that period is a year:
18
Provided further that a company or body corporate, existing on the commencement of this Act, shall,
within a period of two years from such commencement, align its financial year as per the provisions of
this clause;
(42) ―foreign company‖ means any company or body corporate incorporated outside India which—
(a) has a place of business in India whether by itself or through an agent, physically or through
electronic mode; and
(b) conducts any business activity in India in any other manner.
(43) ―free reserves‖ means such reserves which, as per the latest audited balance sheet of a company,
are available for distribution as dividend:
Provided that—
(i) any amount representing unrealised gains, notional gains or revaluation of assets, whether
shown as a reserve or otherwise, or
(ii) any change in carrying amount of an asset or of a liability recognised in equity, including
surplus in profit and loss account on measurement of the asset or the liability at fair value,
shall not be treated as free reserves;
(44) ―Global Depository Receipt‖ means any i nstrument in the form of a depository receipt, by
whatever name called, created by a foreign depository outside India and authorised by a company making
an issue of such depository receipts;
(45) ―Government company‖ means any company in which not less tha n fifty-one per cent. of the
paid-up share capital is held by the Central Government, or by any State Government or Governments, or
partly by the Central Government and partly by one or more State Governments, and includes a company
which is a subsidiary company of such a Government company;
(46) ―holding company‖, in relation to one or more other companies, means a company of which such
companies are subsidiary companies;
(47) ―independent director‖ means an independent director referred to in sub-section (6) of section
149;
(48) ―Indian Depository Receipt‖ means any instrument in the form of a depository receipt created by
a domestic depository in India and authorised by a company incorporated outside India making an issue
of such depository receipts;
(49) ―interested director‖ means a director who is in any way, whether by himself or through any of
his relatives or firm, body corporate or other association of individuals in which he or any of his relatives
is a partner, director or a member, interested in a contract or arrangement, or proposed contract or
arrangement, entered into or to be entered into by or on behalf of a company;
(50) ―issued capital‖ means such capital as the company issues from time to time for subscription;
(51) ―key managerial personnel‖, in relation to a company, means—
(i) the Chief Executive Officer or the managing director or the manager;
(ii) the company secretary;
(iii) the whole-time director;
(iv) the Chief FiExcerpt shown. Open the full act in Lexace.