Companies Act 2013 as Amended (PDF)

THE COMPANIES ACT, 2013 __________________ ARRANGEMENT OF SECTIONS Last update-1-4-2021 ___________...

THE COMPANIES ACT, 2013 __________________ ARRANGEMENT OF SECTIONS Last update-1-4-2021 ___________ 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. 3A. Members severally liable in certain cases. 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. 10A. Commencement of business, etc. 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. 1 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. Issue of shares on private placement basis. 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. 2 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. Register of significant beneficial owners in a Company. 91. Power to close register of members or debenture holders or other security holders. 92. Annual return. 93. [Omitted.]. 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. 3 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. 129A. Periodical financial results. 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. 4 SECTIONS 150. Manner of selection of independent directors and maintenance of data bank of independent directors. 151. Appointment of director elected by small shareholders. 152. Appointment of directors. 153. Application for allotment of Director Identification Number. 154. Allotment of Director Identification Number. 155. Prohibition to obtain more than one Director Identification Number. 156. Director to intimate Director Identification Number. 157. Company to inform Director Identification Number to Registrar. 158. Obligation to indicate Director Identification Number. 159. Penalty for default of certain provisions. 160. Right of persons other than retiring directors to stand for directorship. 161. Appointment of additional director, alternate director and nominee director. 162. Appointment of directors to be voted individually. 163. Option to adopt principle of proportional representation for appointment of directors. 164. Disqualifications for appointment of director. 165. Number of directorships. 166. Duties of directors. 167. Vacation of office of director. 168. Resignation of director. 169. Removal of directors. 170. Register of directors and key managerial personnel and their shareholding. 171. Members’ right to inspect. 172. Penalty. 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. [Omitted.]. 195. [Omitted.]. 5  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. 6 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. [Omitted.]. 254. [Omitted.]. 255. [Omitted.]. 256. [Omitted.]. 257. [Omitted.]. 258. [Omitted.]. 259. [Omitted.]. 260. [Omitted.]. 261. [Omitted.]. 262. [Omitted.]. 263. [Omitted.]. 264. [Omitted.]. 265. [Omitted.]. 266. [Omitted.]. 267. [Omitted.]. 268. [Omitted.]. 269. [Omitted.]. 7  CHAPTER XX WINDING UP SECTIONS 270. Winding up by Tribunal. PART I.—Winding up by the Tribunal 271. Circumstances in which company may be wound up by Tribunal. 272. Petition for winding up. 273. Powers of Tribunal. 274. Directions for filing statement of affairs. 275. Company Liquidators and their appointments. 276. Removal and replacement of liquidator. 277. Intimation to Company Liquidator, provisional liquidator and Registrar. 278. Effect of winding up order. 279. Stay of suits, etc., on winding up order. 280. Jurisdiction of Tribunal. 281. Submission of report by Company Liquidator. 282. Directions of Tribunal on report of Company Liquidator. 283. Custody of company’s properties. 284. Promoters, directors, etc., to 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. [Omitted.] 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. [Omitted.]. 304. [Omitted.]. 305. [Omitted.]. 306. [Omitted.]. 307. [Omitted.]. 308. [Omitted.]. 309. [Omitted.]. 310. [Omitted.]. 311. [Omitted.]. 312. [Omitted.]. 313. [Omitted.]. 8 SECTIONS 314. [Omitted.]. 315. [Omitted.]. 316. [Omitted.]. 317. [Omitted.]. 318. [Omitted.]. 319. [Omitted.]. 320. [Omitted.]. 321. [Omitted.]. 322. [Omitted.]. 323. [Omitted.]. PART III.—Provisions applicable to every mode of winding up 324. Debts of all descriptions to be admitted to proof. 325. [Omitted.] 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. 9  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 PARTI.—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 XXIA PRODUCER COMPANIES PART I PRELIMINARY 378A. Definitions. PART II INCORPORATION OF PRODUCER COMPANIES AND OTHER MATTERS 378B. Objects of producer company. 378C. Formation of Producer Company and its registration. 378D. Membership and voting rights of Members of Producer Company. 378E. Benefits to Members. 378F. Memorandum of Producer Company. 378G.Articles of association. 378H. Amendment of memorandum. 378-I. Amendment of articles. 378J. Option to inter-State co-operative societies to become Producer Companies. 10 SECTIONS 378K. Effect of incorporation of Producer Company. 378L.Vesting of undertaking in Producer Company. 378M. Concession, etc., to be deemed to have been granted to Producer Company. 378N. Provisions in respect of officers and other employees of inter-State co-operative society. PART III MANAGEMENT OF PRODUCER COMPANY 378-O. Number of directors. 378P. Appointment of directors. 378Q. Vacation of office by directors. 378R. Powers and functions of Board. 378S. Matters to be transacted at general meeting. 378T. Liability of directors. 378U. Committee of directors. 378V. Meetings of Board and quorum. 378W. Chief Executive and his functions. 378X. Secretary of Producer Company. 378Y. Quorum. 378Z. Voting rights. PART IV GENERAL MEETINGS 378ZA. Annual general meetings. PART V SHARE CAPITAL AND MEMBERS RIGHTS 378ZB. Share capital. 378ZC. Special user rights. 378ZD. Transferability of shares and attendant rights. PART VI FINANCE, ACCOUNTS AND AUDIT 378ZE. Books of account. 378ZF. Internal audit. 378ZG. Duties of auditor under this Chapter. 378ZH.Donation or subscription by Producer Company. 378Z-I. General and other reserves. 378ZJ. Issue of bonus shares. 11 SECTIONS PART VII LOANS TO MEMBERS AND INVESTMENTS 378ZK. Loan, etc., to Members. 378ZL. Investment in other companies, formation of subsidiaries, etc. PART VIII PENALTIES 378ZM. Penalty for contravention. PART IX AMALGAMATION, MERGER OR DIVISION 378ZN. Amalgamation, merger or division, etc., to form new Producer Companies. PART X RESOLUTION OF DISPUTES 378Z-O. Disputes. PART XI MISCELLANEOUS PROVISIONS 378ZP. Strike off name of Producer Company. 378ZQ. Provisions of this Chapter to override other laws. 378ZR. Application of provisions relating to private companies. PART XII RE-CONVERSION OF PRODUCER COMPANY TO INTER-STATE CO-OPERATIVE SOCIETY 378ZS.Re-conversion of Producer Company to inter-State co-operative society. 378ZT. Power to modify Act in its application to Producer Companies. 378ZU. Power to make rules. 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 Indian Depository Receipts. 391. Application of sections 34 to 36 and Chapter XX. 392. Punishment for contravention. 393. Company’s failure to comply with provisions of this Chapter not to affect validity of contracts, etc. 12  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. Provision relating to Nidhis and its application, etc. 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. 417A. Qualifications, terms and conditions of service of Chairperson and Member. 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. 13 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. 446A. Factors for determining level of punishment. 446B. Lesser penalties for certain companies. 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. 454A. Penalty for repeated default. 455. Dormant company. 456. Protection of action taken in good faith. 457. Non-disclosure of information in certain cases. 458. Delegation by Central Government of its powers and functions. 459. Powers of Central Government 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. 14 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. 15  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 *1. 12th September, 2013 – S. 2(1),(3), (4), (5), (6), (8), (9), (10), (11), (12), (14), (15), (16), (17), (18), (19), (20), (21), (22), (24), (25), (26), (27), (28), (29) [except sub-clause (iv)], (30), (32), (33), (34), (35), (36), (37), (38), (39), (40), (43), (44), (45), (46), (49), (50), (51), (52), (53), (54), (55), (56), (57), (58), (59), (60), (61), (63), (64), (65), (66), (67) [except sub-clause (ix)], (84), (86),(87) [except the proviso and Explanation (d)], (88), (89), (90), (91), (92), (93), (94), (95); s. 19, 21, 22, 23 [except clause (b) of sub-section (1) and sub-section (2)], 24, 25 [except sub-section (3)], 29, 30, 31, 32, 33 [except sub-section (3)], 34, 35 [except clause (e) of sub- section (1)], 36, 37, 38 39 [except sub-section (4)], 40 [except sub-section (6)], 44, 45, 49, 50, 51, 57, 58, 59, 60, 65, 69, 70 [except sub-section (2)], 86, 91, 100 [except sub-section (6)], 102, 103, 104, 105 [except the third and fourth provisos of sub-section (1) and sub-section (7)], 106, 107, 111, 112, 113 [except clause (b) of sub- section (1)], 114, 116, 127, 133, 161 [except sub-section (2)], 162, 163, 176, 180, 181, 182, 183, 185, 192, 194,195, 202, 379, 382, 383, 386 [except clause (a)], 394, 405, 407, 408, 409, 410, 411, 412, 413, 414, 439, 443, 444, 445, 446, 447, 448, 449, 450, 451, 452, 453, 456, 457, 458, 459, 460, 461, 462, 463, 467, 468, 469, 470, vide notification No. S.O. 2754(E), dated 12th September, 2013, see Gazette of India, Extraordinary, Part II, sec. 3(ii). 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. 117and 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, 368and 369; s. 370 (except the proviso); s. 371; s. 374; ss. 380and 381; ss. 384and 385; clause (a) of s. 386; ss. 387, 388, 389and 390; sub-section (1) of s. 391; ss. 392 and 393; ss. 395, 396, 397and 398; s. 399 [except reference of word Tribunal in sub-section (2)]; ss. 400, 401, 402, 403and 404; s. 406; s. 442; ss. 454and 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). 13th January, 2016–S. 125(5), (6) [except with respect to the manner of administration of the Investor Education and Protection Fund] and (7), vide notification No. S.O. 125(E), see Gazette of India, Extraordinary, Part II, sec. 3(ii). 18th May, 2016-S. 2(29) (iv), ss. 435 to 438 and s. 440, vide notification No. S.O. 1795(E), dated 18th May, 2016, see Gazette of India, Extraordinary, Part II, sec. 3(ii). 1st June, 2016-S. 7(7) [except clause (c) and (d)], s. 14(2), second proviso to sub-section (1) of s. 14, s. 55 (3), proviso to clause (b) of sub-section (1) of s. 61; s. 62 (4) to (6), s. 71 (9), (10) and (11), s. 75; s. 97; s. 98 and s. 99; S. 119 (4), s. 130 and 131; second proviso to sub-section (4) and (5) of s. 140, s. 169(4), s. 213, s. 216 (2), s. 218, s. 221, s. 222, s. 224 (5), ss. 241, 242 [except clause (b) of sub-section (1), cls. (c) and (g) of sub-section (2)], 243, 244 and 245; Reference of word “Tribunal” s. 399 (2),ss. 415 to 433, s. 434 (1) (a) and (b) & (2), s. 441and 466, vide notification No. S.O. 1934(E), dated 1st June, 2016, see Gazette of India, Extraordinary Part II, sec. 3(ii). 7th September, 2016-S. 124, s. 125 (1) to (4), (6) [with respect to the manner of administration of the Investor Education and Protection Fund] and (8) to (11) vide Notification No. S.O. 2866(E), dated 5th September, 2016, see Gazette of India, Extraordinary, Part II, sec. 3(ii). 9th September, 2016- S. 227, 242 (1) (b), (2) (c) & (g), s. 246, Ss. 337 to 341 (to the extent of their applicability for s. 246), vide notification No. S.O. 2912(E), dated 9th September, 2016, see Gazette of India, Extraordinary, Part II, sec. 3(ii). 15th December, 2016-S. 2 (23), s.7 (7) (c) and (d), s. 8 (9), s. 48, s. 66, s. 224 (2), s. 226, s. 230 [except sub-section (11) and (12)], and ss. 231 to 233, ss. 235 to 240, ss. 270 to 288, ss. 290 to 303, ss. 324, ss. 326 to 365, proviso to s. 370, ss. 372 to 373, ss. 375 to 378, s. 391 (2), s. 434 (1) cl. (c) vide notification No. S.O. 3677(E), dated 7th December, 2016, see Gazette of India, Extraordinary Part II, sec. 3 (ii). 26th December, 2016-Ss. 248 to 252, vide notification No. S.Ó. 4167(E), dated 26th December, 2016, see Gazette of India, Extraordinary Part II, sec. 3 (ii). 13th April, 2017- S. 234, vide notification No. S.O. 1182(E), dated 13th April, 2017, see Gazette of India, Extraordinary Part II, sec. 3 (ii). 24th August, 2017-S. 212 (8), (9) and (10), vide notification No. S.O. 2751(E), dated 24th August, 2017, see Gazette of India, Extraordinary Part II, sec. 3 (ii). 20th September, 2017-Proviso to clause (87) of s. 2, vide notification No. S.O. 3086(E), dated 20th September, 2017, see Gazette of India, Extraordinary Part II, sec. 3 (ii). 18th October, 2017-S. 247, vide notification No. S.O. 3393(E), dated 18th October, 2017, see Gazette of India, Extraordinary Part II, sec. 3(ii). 21st March, 2018- S. 132 (3) and (11), vide notification No. S.O. 1316(E), dated 21st March, 2018, see Gazette of India, Extraordinary Part II, sec. 3(ii). 1st October, 2018- S.132 (1) and (12), vide notification No. S.O. 5098(E), dated 1st October, 2018, see Gazette of India, Extraordinary Part II, sec. 3(ii). 24th October, 2018- S. 132 (2), (4), (5), (10), (13), (14) and (15) vide notification No. S.O. 5385(E), dated 24th October, 2018, see Gazette of India, Extraordinary Part II, sec. 3(ii). 30th January, 2019- S.465 in so far as they relate to the repeal of the Companies Act, 1956 (1 of 1956) [that in except in so far as they relate to the repeal of the Registration of Companies (Sikkim) Act, 1961 (Sikkim Act 8 of 1961)] vide notification No. S.O. 560(E), dated 30th January 2019, see Gazette of India, Extraordinary Part II, sec. 3(ii). 1st July, 2019-S. 81, vide notification No. S.O. 2269(E), dated 15th August, 2019, see Gazette of India, Extraordinary Part II, sec. 3(ii). 3rd February, 2020-S. 230 (11) and (12), vide notification No. S.O. 525(E), dated 3rd February, 2020, see Gazette of India, Extraordinary, Part II, sec. 3(ii). 21st December, 2020-S. 1, 3,6 to 10 (both inclusive), s. 12 to 17 (both inclusive), clauses (a) and (b) of s. 18, s. 19 to 21 (both inclusive), clause (i) of s. 22, 24,26, 28 to 31 (both inclusive), s. 33 to 39 (both inclusive), s. 41 to 44 (both inclusive), s. 46 to 51 (both inclusive), s. 54, 57, 61 and 63, vide notification No. S.O. 4646(E), dated 21st December, 2020, see Gazette of India, Extraordinary, Part II, sec. 3 (ii). *. Vide Notification No. S.O. 3912 (E), dated 30th October, 2019, this Act is made applicable to the Union territory of Jammu and Kashmir and the Union territory of Ladakh. 16 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); (f) such body corporate, incorporated by any Act for the time being in force, 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 company, 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. 1 [Explanation.—For the purpose of this clause,— (a) the expression “significant influence” means control of at least twenty per cent. of total voting power, or control of or participation in business decisions under an agreement; (b) the expression “joint venture” means a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement;] (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 incorporated 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— 1. The Explanation subs. by Act 1 of 2018, s. 2 (w.e.f. 7-5-2018). 17  (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) “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 assets 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 Liquidator” means a person appointed by the Tribunal as the Company Liquidator 1 in accordance with the provisions of section 275 for the winding up of a company under this Act;] (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; 1. Subs. by Act 31 of 2016, s. 255 and the Eleventh Schedule, for clause (23) (w.e.f. 15-11-2016). 18  [(28) “Cost Accountant” means a cost accountant as defined in clause (b) of sub-section (1) of section 2 of 1 the Cost and Works Accountants Act, 1959 (23 of 1959) and who holds a valid certificate of practice under sub-section (1) of section 6 of that Act;] (29) “court” means— (i) the High Court having jurisdiction in relation to the place at 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; (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: 2 [Provided that— (a) the instruments referred to in Chapter III-D of the Reserve Bank of India Act, 1934 (2 of 1934); and (b) such other instrument, as may be prescribed by the Central Government in consultation with the Reserve Bank of India, issued by a company, shall not be treated as debenture;] (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 of 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 subsidiary 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; 1. Subs. by Act 1 of 2018, s. 2, for clause (28) (w.e.f. 9-2-2018). 2. The Proviso ins. by s. 2, ibid. (w.e.f. 9-2-2018). 19  (38) “expert” includes an engineer, a valuer, 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 account, 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 explanatory 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 the following year, in respect whereof financial statement of the company or body corporate is made up: 1 [Provided that where a company or body corporate, which is a holding company or a subsidiary or associate company of a company incorporated outside India and is required to follow a different financial year for consolidation of its accounts outside India, the Central Government may, on an application made by that company or body corporate in such form and manner as may be prescribed, allow any period as its financial year, whether or not that period is a year: Provided further that any application pending before the Tribunal as on the date of commencement of the Companies (Amendment) Act, 2019, shall be disposed of by the Tribunal in accordance with the provisions applicable to it before such commencement;] 2 [Provided also 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; 1. The proviso subs. by Act 22 of 2019, s. 2 (w.e.f. 2-11-2018). 2. Subs. by s. 2, ibid., for “Provided further that” (w.e.f. 2-11-2018). 20  (44) “Global Depository Receipt” means any instrument 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 than 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; 1 [Explanation.—For the purposes of this clause, the expression “company” includes any body corporate;] (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; 2 * * * * * (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 Financial Officer; 3*** 4 [(v) such other officer, not more than one level below the directors who is in whole-time employment, designated as key managerial personnel by the Board; and (vi) such other officer as may be prescribed;] (52) “listed company” means a company which has any of its securities listed on any recognised stock exchange: 5 [Provided that such class of companies, which have listed or intend to list such class of securities, as may be prescribed in consultation with the Securities and Exchange Board, shall not be considered as listed companies.] (53) “manager” means an individual who, subject to the superintendence, control and direction of the Board of Directors, has the management of the whole, or substantially the whole, of the affairs of a company, and includes a director or any other person occupying the position of a manager, by whatever name called, whether under a contract of service or not; (54) “managing director” means a director who, by virtue of the articles of a company or an agreement with the company or a resolution passed in its general meeting, or by its Board of Directors, is entrusted with substantial powers of management of the affairs of the company and includes a director occupying the position of managing director, by whatever name called. 1. The Explanation ins. by Act 1 of 2018, s. 2 (w.e.f. 9-2-2018). 2. Clause (49) omitted by s. 2, ibid. (w.e.f. 9-2-2018). 3. The word “and” omitted by s. 2, ibid. (w.e.f. 9-2-2018). 4. Subs. by s. 2, ibid., for sub-clause (v) (w.e.f. 9-2-2018). 5. The Proviso ins. by Act 29 of 2020, s. 2 (w.e.f. 22-1-2021). 21  Explanation.—For the purposes of this clause, the power to do administrative acts of a routine nature when so authorised by the Board such as the power to affix the common seal of the company to any document or to draw and endorse any cheque on the account of the company in any bank or to draw and endorse any negotiable instrument or to sign any certificate of share or to direct registration of transfer of any share, shall not be deemed to be included within the substantial powers of management; (55) “member”, in relation to a company, means— (i) the subscriber to the memorandum of the company who shall be deemed to have agreed to become member of the company, and on its registration, shall be entered as member in its register of members; (ii) every other person who agrees in writing to become a member of the company and whose name is entered in the register of members of the company; (iii) every person holding shares of the company and whose name is entered as a beneficial owner in the records of a depository; (56) “memorandum” means the memorandum of association of a company as originally framed or as altered from time to time in pursuance of any previous company law or of this Act; (57) “net worth” means the aggregate value of the paid-up share capital and all reserves created out of the profits 1[, securities premium account and debit or credit balance of profit and loss account,] after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the audited balance sheet, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation; (58) “notification” means a notification published in the Official Gazette and the expression “notify” shall be construed accordingly; (59) “officer” includes any director, manager or key managerial personnel or any person in accordance with whose directions or instructions the Board of Directors or any one or more of the directors is or are accustomed to act; (60) “officer who is in default”, for the purpose of any provision in this Act which enacts that an officer of the company who is in default shall be liable to any penalty or punishment by way of imprisonment, fine or otherwise, means any of the following officers of a company, namely:— (i) whole-time director; (ii) key managerial personnel; (iii) where there is no key managerial personnel, such director or directors as specified by the Board in this behalf and who has or have given his or their consent in writing to the Board to such specification, or all the directors, if no director is so specified; (iv) any person who, under the immediate authority of the Board or any key managerial personnel, is charged with any responsibility including maintenance, filing or distribution of accounts or records, authorises, actively participates in, knowingly permits, or knowingly fails to take active steps to prevent, any default; (v) any person in accordance with whose advice, directions or instructions the Board of Directors of the company is accustomed to act, other than a person who gives advice to the Board in a professional capacity; (vi) every director, in respect of a contravention of any of the provisions of this Act, who is aware of such contravention by virtue of the receipt by him of any proceedings of the Board or participation 1. Subs. by Act 1 of 2018, s. 2, for “and securities premium account” (w.e.f. 9-2-2018). 22  in such proceedings without objecting to the same, or where such contravention had taken place with his consent or connivance; (vii) in respect of the issue or transfer of any shares of a company, the share transfer agents, registrars and merchant bankers to the issue or transfer; (61) “Official Liquidator” means an Official Liquidator appointed under sub-section (1) of section 59; (62) “One Person Company” means a company which has only one person as a member; (63) “ordinary or special resolution” means an ordinary resolution, or as the case may be, special resolution referred to in section 114; (64) “paid-up share capital” or “share capital paid-up” means such aggregate amount of money credited as paid-up as is equivalent to the amount received as paid-up in respect of shares issued and also includes any amount credited as paid-up in respect of shares of the company, but does not include any other amount received in respect of such shares, by whatever name called; (65) “postal ballot” means voting by post or through any electronic mode; (66) “prescribed” means prescribed by rules made under this Act; (67) “previous company law” means any of the laws specified below:— (i) Acts relating to companies in force before the Indian Companies Act, 1866 (10 of 1866); (ii) the Indian Companies Act, 1866 (10 of 1866); (iii) the Indian Companies Act, 1882 (6 of 1882); (iv) the Indian Companies Act, 1913 (7 of 1913); (v) the Registration of Transferred Companies Ordinance, 1942 (Ord. 54 of 1942); (vi) the Companies Act, 1956 (1 of 1956); and (vii) any law corresponding to any of the aforesaid Acts or the Ordinances and in force— (A) in the merged territories or in a Part B State (other than the State of Jammu and Kashmir*), or any part thereof, before the extension thereto of the Indian Companies Act, 1913 (7 of 1913); or (B) in the State of Jammu and Kashmir*, or any part thereof, before the commencement of the Jammu and Kashmir (Extension of Laws) Act, 1956 (62 of 1956), in so far as banking, insurance and financial corporations are concerned, and before the commencement of the Central Laws (Extension to Jammu and Kashmir) Act, 1968 (25 of 1968), in so far as other corporations are concerned; (viii) the Portuguese Commercial Code, in so far as it relates to sociedades anonimas; and (ix) the Registration of Companies (Sikkim) Act, 1961 (Sikkim Act 8 of 1961); (68) “private company” means a company having a minimum paid-up share capital 1*** as may be prescribed, and which by its articles,— (i) restricts the right to transfer its shares; (ii) except in case of One Person Company, limits the number of its members to two hundred: Provided that where two or more persons hold one or more shares in a company jointly, they shall, for the purposes of this clause, be treated as a single member: 1. The words “of one lakh rupees or such higher paid-up share capital” omitted by Act 21 of 2015, s. 2 (w.e.f. 29-5-2015). *. Vide Notification No. S.O. 3912 (E), dated 30th October, 2019, this Act is made applicable to the Union territory of Jammu and Kashmir and the Union territory of Ladakh. 23  Provided further that— (A) persons who are in the employment of the company; and (B) persons who, having been formerly in the employment of the company, were members of the company while in that employment and have continued to be members after the employment ceased, shall not be included in the number of members; and (iii) prohibits any invitation to the public to subscribe for any securities of the company; (69) “promoter” means a person— (a) who has been named as such in a prospectus or is identified by the company in the annual return referred to in section 92; or (b) who has control over the affairs of the company, directly or in directly whether as a share holder, director or otherwise; or (c) in accordance with whose advice, directions or instructions the Board of Directors of the company is accustomed to act: Provided that nothing in sub-clause (c) shall apply to a person who is acting merely in a professional capacity; (70) “prospectus” means any document described or issued as a prospectus and includes a red herring prospectus referred to in section 32 or shelf prospectus referred to in section 31 or any notice, circular, advertisement or other document inviting offers from the public for the subscription or purchase of any securities of a body corporate; (71) “public company” means a company which— (a) is not a private company; 1[and] (b) has a minimum paid-up share capital 2*** as may be prescribed: Provided that a company which is a subsidiary of a company, not being a private company, shall be deemed to be public company for the purposes of this Act even where such subsidiary company continues to be a private company in its articles ; (72) “public financial institution” means— (i) the Life Insurance Corporation of India, established under section 3 of the Life Insurance Corporation Act, 1956 (31 of 1956); (ii) the Infrastructure Development Finance Company Limited, referred to in clause (vi) of sub-section (1) of section 4A of the Companies Act, 1956 (1 of 1956) so repealed under section 465 of this Act; (iii) specified company referred to in the Unit Trust of India (Transfer of Undertaking and Repeal) Act, 2002 (58 of 2002); (iv) institutions notified by the Central Government under sub-section (2) of section 4A of the Companies Act, 1956 (1 of 1956) so repealed under section 465 of this Act; (v) such other institution as may be notified by the Central Government in consultation with the Reserve Bank of India: Provided that no institution shall be so notified unless— (A) it has been established or constituted by or under any Central or State Act 1[other than this Act or the previous company law]; or 1. Ins. by Act 1 of 2018, s. 2 (w.e.f. 9-2-2018). 2. The words “of five lakh rupees or such higher paid-up capital,” omitted by Act 21 of 2015, s. 2 (w.e.f. 29-5-2015). 24  (B) not less than fifty-one per cent. of the paid-up share capital is held or controlled 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; (73) “recognised stock exchange” means a recognised stock exchange as defined in clause (f) of section 2 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956); (74) “register of companies” means the register of companies maintained by the Registrar on paper or in any electronic mode under this Act; (75) “Registrar” means a Registrar, an Additional Registrar, a Joint Registrar, a Deputy Registrar or an Assistant Registrar, having the duty of registering companies and discharging various functions under this Act; (76) “related party”, with reference to a company, means— (i) a director or his relative; (ii) a key managerial personnel or his relative; (iii) a firm, in which a director, manager or his relative is a partner; (iv) a private company in which a director or manager 1[or his relative] is a member or director; (v) a public company in which a director or manager is a director 2[and holds] along with his relatives, more than two per cent. of its paid-up share capital; (vi) any body corporate whose Board of Directors, managing director or manager is accustomed to act in accordance with the advice, directions or instructions of a director or manager; (vii) any person on whose advice, directions or instructions a director or manager is accustomed to act: Provided that nothing in sub-clauses (vi) and (vii) shall apply to the advice, directions or instructions given in a professional capacity; 3 [(viii) any body corporate which is— (A) a holding, subsidiary or an associate company of such company; (B) a subsidiary of a holding company to which it is also a subsidiary; or (C) an investing company or the venturer of the company. Explanation.—For the purpose of this clause, “the investing company or the venturer of a company” means a body corporate whose investment in the company would result in the company becoming an associate company of the body corporate]; (ix) such other person as may be prescribed; (77) “relative”, with reference to any person, means any one who is related to another, if— (i) they are members of a Hindu Undivided Family; (ii) they are husband and wife; or (iii) one person is related to the other in such manner as may be prescribed; (78) “remuneration” means any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income-tax Act, 1961 (43 of 1961); (79) “Schedule” means a Schedule annexed to this Act; 1. Ins. by S.O. 1894 (E), dated 24th July, 2014. 2. Subs. by S.O. 1820 (E), dated 9th July, 2014 for “or holds”. 3. Subs. by Act 1 of 2018, s. 2, for sub-clause (viii) (w.e.f. 9-2-2018). 25  (80) “scheduled bank” means the scheduled bank as defined in clause (e) of section 2 of the Reserve Bank of India Act, 1934 (2 of 1934); (81) “securities” means the securities as defined in clause (h) of section 2 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956); (82) “Securities and Exchange Board” means the Securities and Exchange Board of India established under section 3 of the Securities and Exchange Board of India Act, 1992 (15 of 1992); (83) “Serious Fraud Investigation Office” means the office referred to in section 211; (84) “share” means a share in the share capital of a company and includes stock; (85) “small company” means a company, other than a public company,— (i) paid-up share capital of which does not exceed fifty lakh rupees or such higher amount as may be prescribed which shall not be more than 1[ten crore rupees]; 2[and] (ii) turnover of which 3[as per profit and loss account for the immediately preceding financial year] does not exceed two crore rupees or such higher amount as may be prescribed which shall not be more than 4[one hundred crore rupees]: Provided that nothing in this clause shall apply to— (A) a holding company or a subsidiary company; (B) a company registered under section 8; or (C) a company or body corporate governed by any special Act; (86) “subscribed capital” means such part of the capital which is for the time being subscribed by the members of a company; (87) “subsidiary company” or “subsidiary”, in relation to any other company (that is to say the holding company), means a company in which the holding company— (i) controls the composition of the Board of Directors; or (ii) exercises or controls more than one-half of the 5[total voting power] either at its own or together with one or more of its subsidiary companies: Provided that such class or classes of holding companies as may be prescribed shall not have layers of subsidiaries beyond such numbers as may be prescribed. Explanation.—For the purposes of this clause,— (a) a company shall be deemed to be a subsidiary company of the holding company even if the control referred to in sub-clause (i) or sub-clause (ii) is of another subsidiary company of the holding company; (b) the composition of a company’s Board of Directors shall be deemed to be controlled by another company if that other company by exercise of some power exercisable by it at its discretion can appoint or remove all or a majority of the directors; (c) the expression “company” includes any body corporate; (d) “layer” in relation to a holding company means its subsidiary or subsidiaries; 1. Subs. by Act 1 of 2018, s. 2, for “five crore rupees” (w.e.f. 9-2-2018). 2. Subs. by notification No. S.O. 504(E), dated 13th February, 2015, for word “or” (w.e.f. 13-2-2015). 3. Subs. by Act 1 of 2018, s. 2, for “as per its last profit and loss account” (w.e.f. 9-2-2018). 4. Subs. by s. 2, ibid., for “twenty crore rupees”(w.e.f. 9-2-2018). 5. Subs. by s. 2, ibid., for “total share capital” (w.e.f. 7-5-2018). 26  (88) “sweat equity shares” means such equity shares as are issued by a company to its directors or employees at a discount or for consideration, other than cash, for providing their know-how or making available rights in the nature of intellectual property rights or value additions, by whatever name called; (89) “total voting power”, in relation to any matter, means the total number of votes which may be cast in regard to that matter on a poll at a meeting of a company if all the members thereof or their proxies having a right to vote on that matter are present at the meeting and cast their votes; (90) “Tribunal” means the National Company Law Tribunal constituted under section 408; [(91) “turnover” means gross amount of revenue recognised in the profit and loss account from the sale, 1 supply, or distribution of goods or on account of services rendered, or both, by a company during a financial year;] (92) “unlimited company” means a company not having any limit on the liability of its members; (93) “voting right” means the right of a member of a company to vote in any meeting of the company or by means of postal ballot; (94) “whole-time director” includes a director in the whole-time employment of the company; 2 [(94A) “winding up” means winding up under this Act or liquidation under the Insolvency and Bankruptcy Code, 2016 (31 of 2016), as applicable;] (95) words and expressions used and not defined in this Act but defined in the Securities Contracts (Regulation) Act, 1956 (42 of 1956) or the Securities and Exchange Board of India Act, 1992 (15 of 1992) or the Depositories Act, 1996 (22 of 1996) shall have the meanings respectively assigned to them in those Acts. CHAPTER II INCORPORATION OF COMPANY AND MATTERS INCIDENTAL THERETO 3. Formation of company.—(1) A company may be formed for any lawful purpose by— (a) seven or more persons, where the company to be formed is to be a public company; (b) two or more persons, where the company to be formed is to be a private company; or (c) one person, where the company to be formed is to be One Person Company that is to say, a private company, by subscribing their names or his name to a memorandum and complying with the requirements of this Act in respect of registration: Provided that the memorandum of One Person Company shall indicate the name of the other person, with his prior written consent in the prescribed form, who shall, in the event of the subscriber’s death or his incapacity to contract become the member of the company and the written consent of such person shall also be filed with the Registrar at the time of incorporation of the One Person Company along with its memorandum and articles: Provided further that such other person may withdraw his consent in such manner as may be prescribed: Provided also that the member of One Person Company may at any time change the name of such other person by giving notice in such manner as may be prescribed: Provided also that it shall be the duty of the member of One Person Company to intimate the company the change, if any, in the name of the other person nominated by him by indicating in the memorandum or otherwise within such time and in such manner as maybe prescribed, and the company shall intimate the Registrar any such change within such time and in such manner as may be prescribed: Provided also that any such change in the name of the person shall not be deemed to be an alteration of the memorandum. 1. Subs. by Act 1 of 2018, s. 2, for clause (91) (w.e.f. 9-2-2018). 2. Ins. by Act 31 of 2016, s. 255 and the Eleventh Schedule (w.e.f. 15-11-2016). 27  (2) A company formed under sub-section (1) may be either— (a) a company limited by shares; or (b) a company limited by guarantee; or (c) an unlimited company. 1 [3A. Members severally liable in certain cases.-If at any time the number of members of a company is reduced, in the case of a public company, below seven, in the case of a private company, below two, and the company carries on business for more than six months while the number of members is so reduced, every person who is a member of the company during the time that it so carries on business after those six months and is cognisant of the fact that it is carrying on business with less than seven members or two members, as the case may be, shall be severally liable for the payment of the whole debts of the company contracted during that time, and may be severally sued therefor.] 4. Memorandum.—(1) The memorandum of a company shall state— (a) the name of the company with the last word “Limited” in the case of a public limited company, or the last words “Private Limited” in the case of a private limited company: Provided that nothing in this clause shall apply to a company registered under section 8; (b) the State in which the registered office of the company is to be situated; (c) the objects for which the company is proposed to be incorporated and any matter considered necessary in furtherance thereof; (d) the liability of members of the company, whether limited or unlimited, and also state,— (i) in the case of a company limited by shares, that liability of its members is limited to the amount unpaid, if any, on the shares held by them; and (ii) in the case of a company limited by guarantee, the amount up to which each member undertakes to contribute— (A) to the assets of the company in the event of its being wound up while he is a member or within one year after he ceases to be a member, for payment of the debts and liabilities of the company or of such debts and liabilities as may have been contracted before he ceases to be a member, as the case may be; and (B) to the costs, charges and expenses of winding up and for adjustment of the rights of the contributories among themselves; (e) in the case of a company having a share capital,— (i) the amount of share capital with which the company is to be registered and the division thereof into shares of a fixed amount and the number of shares which the subscribers to the memorandum agree to subscribe which shall not be less than one share; and (ii) the number of shares each subscriber to the memorandum intends to take, indicated opposite his name; (f) in the case of One Person Company, the name of the person who, in the event of death of the subscriber, shall become the member of the company. (2) The name stated in the memorandum shall not— (a) be identical with or resemble too nearly to the name of an existing company registered under this Act or any previous company law; or (b) be such that its use by the company— (i) will constitute an offence under any law for the time being in force; or (ii) is undesirable in the opinion of the Central Government. (3) Without prejudice to the provisions of sub-section (2), a company shall not be registered with a name which contains— (a) any word or expression which is likely to give the impression that the company is in any way connected with, or having the patronage of, the Central Government, any State Government, or any local authority, corporation or body constituted by the Central Government or any State Government under any law for the time being in force; or 1. Ins. by Act 1 of 2018, s. 3 (w.e.f. 9-2-2018). 28  (b) such word or expression, as may be prescribed, unless the previous approval of the Central Government has been obtained for the use of any such word or expression. (4) A person may make an application, in such form and manner and accompanied by such fee, as may be prescribed, to the Registrar for the reservation of a name set out in the application as— (a) the name of the proposed company; or (b) the name to which the company proposes to change its name. 1 (5) [(i) Upon receipt of an application under sub-section (4), the Registrar may, on the basis of information and documents furnished along with the application, reserve the name for a period of twenty days from the date of approval or such other period as may be prescribed: Provided that in case of an application for reservation of name or for change of its name by an existing company, the Registrar may reserve the name for a period of sixty days from the date of approval.] (ii) Where after reservation of name under clause (i), it is found that name was applied by furnishing wrong or incorrect information, then,— (a) if the company has not been incorporated, the reserved name shall be cancelled and the person making application under sub-section (4) shall be liable to a penalty which may extend to one lakh rupees; (b) if the company has been incorporated, the Registrar may, after giving the company an opportunity of being heard— (i) either direct the company to change its name within a period of three months, after passing an ordinary resolution; (ii) take action for striking off the name of the company from the register of companies; or (iii) make a petition for winding up of the company. (6) The memorandum of a company shall be in respective forms specified in Tables A, B, C, D and E in Schedule I as may be applicable to such company. (7) Any provision in the memorandum or articles, in the case of a company limited by guarantee and not having a share capital, purporting to give any person a right to participate in the divisible profits of the company otherwise than as a member, shall be void. 5. Articles.—(1) The articles of a company shall contain the regulations for management of the company. (2) The articles shall also contain such matters, as may be prescribed: Provided that nothing prescribed in this sub-section shall be deemed to prevent a company from including such additional matters in its articles as may be considered necessary for its management. (3) The articles may contain provisions for entrenchment to the effect that specified provisions of the articles may be altered only if conditions or procedures as that are more restrictive than those applicable in the case of a special resolution, are met or complied with. (4) The provisions for entrenchment referred to in sub-section (3) shall only be made either on formation of a company, or by an amendment in the articles agreed to by all the members of the company in the case of a private company and by a special resolution in the case of a public company. (5) Where the articles contain provisions for entrenchment, whether made on formation or by amendment, the company shall give notice to the Registrar of such provisions in such form and manner as may be prescribed. (6) The articles of a company shall be in respective forms specified in Tables, F, G, H, I and J in Schedule I as may be applicable to such company. 1. Subs. by Act 1 of 2018, s. 4, for clause (i) (w.e.f. 26-1-2018). 29  (7) A company may adopt all or any of the regulations contained in the model articles applicable to such company. (8) In case of any company, which is registered after the commencement of this Act, in so far as the registered articles of such company do not exclude or modify the regulations contained in the model articles applicable to such company, those regulations shall, so far as applicable, be the regulations of that company in the same manner and to the extent as if they were contained in the duly registered articles of the company. (9) Nothing in this section shall apply to the articles of a company registered under any previous company law unless amended under this Act. 6. Act to override memorandum, articles, etc.—Save as otherwise expressly provided in this Act— (a) the provisions of this Act shall have effect notwithstanding anything to the contrary contained in the memorandum or articles of a company, or in any agreement executed by it, or in any resolution passed by the company in general meeting or by its Board of Directors, whether the same be registered, executed or passed, as the case may be, before or after the commencement of this Act; and (b) any provision contained in the memorandum, articles, agreement or resolution shall, to the extent to which it is repugnant to the provisions of this Act, become or be void, as the case may be. 7. Incorporation of company.—(1) There shall be filed with the Registrar within whose jurisdiction the registered office of a company is proposed to be situated, the following documents and information for registration, namely:— (a) the memorandum and articles of the company duly signed by all the subscribers to the memorandum in such manner as may be prescribed; (b) a declaration in the prescribed form by an advocate, a chartered accountant, cost accountant or company secretary in practice, who is engaged in the formation of the company, and by a person named in the articles as a director, manager or secretary of the company, that all the requirements of this Act and the rules made thereunder in respect of registration and matters precedent or incidental thereto have been complied with; (c) 1[a declaration] from each of the subscribers to the memorandum and from persons named as the first directors, if any, in the articles that he is not convicted of any offence in connection with the promotion, formation or management of any company, or that he has not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law during the preceding five years and that all the documents filed with the Registrar for registration of the company contain information that is correct and complete and true to the best of his knowledge and belief; (d) the address for correspondence till its registered office is established; (e) the particulars of name, including surname or family name, residential address, nationality and such other particulars of every subscriber to the memorandum along with proof of identity, as may be prescribed, and in the case of a subscriber being a body corporate, such particulars as may be prescribed; (f) the particulars of the persons mentioned in the articles as the first directors of the company, their names, including surnames or family names, the Director Identification Number, residential address, nationality and such other particulars including proof of identity as may be prescribed; and (g) the particulars of the interests of the persons mentioned in the articles as the first directors of the company in other firms or bodies corporate along with their consent to act as directors of the company in such form and manner as may be prescribed. (2) The Registrar on the basis of documents and information filed under sub-section (1) shall register all the documents and information referred to in that sub-section in the register and issue a certificate of incorporation in the prescribed form to the effect that the proposed company is incorporated under this Act. (3) On and from the date mentioned in the certificate of incorporation issued under sub-section (2), the Registrar shall allot to the company a corporate identity number, which shall be a distinct identity for the company and which shall also be included in the certificate. 1. Subs. by Act 1 of 2018, s. 5, for “an affidavit” (w.e.f. 27-7-2018). 30  (4) The company shall maintain and preserve at its registered office copies of all documents and information as originally filed under sub-section (1) till its dissolution under this Act. (5) If any person furnishes any false or incorrect particulars of any information or suppresses any material information, of which he is aware in any of the documents filed with the Registrar in relation to the registration of a company, he shall be liable for action under section 447. (6) Without prejudice to the provisions of sub-section (5) where, at any time after the incorporation of a company, it is proved that the company has been got incorporated by furnishing any false or incorrect information or representation or by suppressing any material fact or information in any of the documents or declaration filed or made for incorporating such company, or by any fraudulent action, the promoters, the persons named as the first directors of the company and the persons making declaration under clause (b) of sub-section(1) shall each be liable for action under section 447. (7) Without prejudice to the provisions of sub-section (6), where a company has been got incorporated by furnishing any false or incorrect information or representation or by suppressing any material fact or information in any of the documents or declaration filed or made for incorporating such company or by any fraudulent action, the Tribunal may, on an application made to it, on being satisfied that the situation so warrants,— (a) pass such orders, as it may think fit, for regulation of the management of the company including changes, if any, in its memorandum and articles, in public interest or in the interest of the company and its members and creditors; or (b) direct that liability of the members shall be unlimited; or (c) direct removal of the name of the company from the register of companies; or (d) pass an order for the winding up of the company; or (e) pass such other orders as it may deem fit: Provided that before making any order under this sub-section,— (i) the company shall be given a reasonable opportunity of being heard in the matter; and (ii) the Tribunal shall take into consideration the transactions entered into by the company, including the obligations, if any, contracted or payment of any liability. 8. Formation of companies with charitable objects, etc.—(1) Where it is proved to the satisfaction of the Central Government that a person or an association of persons proposed to be registered under this Act as a limited company— (a) has in its objects the promotion of commerce, art, science, sports, education, research, social welfare, religion, charity, protection of environment or any such other object; (b) intends to apply its profits, if any, or other income in promoting its objects; and (c) intends to prohibit the payment of any dividend to its members, the Central Government may, by licence issued in such manner as may be