Company Law Ready Referencer (Second Edition)

Company Law Ready Referencer Updated with

Second Edition - 2018

Companies (Amendment) Act, 2017

CA Sanjay K Agarwal | CS Rupanjana De Highlights • With 80+ Referencers containing more than 160 procedures, tables & charts.

• Contains lucid charts of procedures/compliances under the Companies Law. • Act, Rules, Standards and table/flow charts of procedures - all integrated at one place with comments on each section.

A BOOK FOR ALL USERS

Bloomsbury India Professional

Bloomsbury & Corporate Lex Publishers’

Contents

CONTENTS Page About the authors

vii

How to use this book

viii

Keyword search (for tables / charts only)

ix

Index of Sections

1

Sections of Companies Act, 1956 & Corresponding Provisions of Companies Act, 2013

23

Rules Notified under the Companies Act, 2013

32

Circulars issued under the Companies Act, 2013

34

Notifications / Orders issued under the Companies Act, 2013

39

A

REFERENCER

1

Compliance requirement under the Companies Act, 2013

A-1

2

Annual Compliance Chart – Event-based or applicable to a Class or Classes of companies

A-4

3

Annual Compliance Chart – All Companies

A-5

4

Signing of documents, pre-certification of forms, documents which can be filed by a defaulting company, other matters in respect of e-form (scanned image, where e-form is not prescribed)

A-7

5

‘Numbers’ as mentioned in various provisions of the Act

A-9

6

Disclosure requirements in respect of Financial Statements

A-11

7

Disclosure requirements in respect of Board’s Report

A-13

8

Disclosure requirements in respect of Company’s Website

A-17

9

Other Disclosure requirements

10

•

Obligation to indicate DIN

•

Disclosure in respect of Registered Office

•

Disclosure in respect of Change in Name

•

Disclosure of Interest by Director

Filing Fees Chart – I [nominal capital, document filing fee, additional fee, annual fee by dormant company]

11

A-21

A-23

Filing Fees Chart – II [application made to Central Government / Regional Director, other fees, filing fee chart in respect of company having a share capital]

A-25

12

‘Effect of’ various Events as mentioned in the Act

A-26

13

Register, Returns, Books and Other Records – Place, Period and Custodian

A-27

14

Right to Inspection / Copies / Circulation of Register, Returns, Books and Other records

A-31

15

Requirement of Internal Financial Controls

A-34

Company Law Ready Referencer – Agarwal & De

[Page - xiii]

Contents

16

Powers of Board

A-35

(including powers to be exercised by means of resolutions passed at meeting of the Board) 17

Matters for which Ordinary Resolution is sufficient

A-37

18

Matters for which Special Resolution is required

A-40

19

Matters requiring Special Notice

A-44

20

Resolutions to be passed by Postal Ballot

A-45

21

Members’ Resolutions required to be filed in Form MGT-14

A-46

22

Board Resolutions required to be filed in Form MGT-14 by Company other than Private Company

A-48

23

Liberty available to Private Company

24

25

26

27

•

at a Glance

A-49

•

Detailed

A-50

Liberty available to Section 8 Company • at a Glance

A-55

• Detailed

A-56

Liberty available to Nidhis • at a Glance

A-60

• Detailed

A-61

Liberty available to Government Company • at a Glance

A-65

• Detailed

A-66

Deposit, Loans and Advance – comparative study

A-73

Loans which are not treated as Deposits 28

Newspaper Advertisement – requirement under various provisions of the Act

29

Limited Liability Partnership (LLP) – at a Glance

A-77

• Advantage of LLP over Partnership

A-80

• Registration of an Indian LLP

A-80

• Conversion of an existing partnership firm into LLP

30

31

A-80

• Conversion of a private company or unlisted public company to LLP

A-81

• To close a LLP

A-81

LLP – Compliances to be made – Annual Compliances, Other Compliances, Returns & Records, LLP – Additional Fees, Permanent Preservation of Documents, Foreign Entity, Foreign LLP (FLLP) and change in particulars of FLLP

A-82 A-83

LLP – Various Forms: E-Forms

A-84

Other Forms

A-87

Company Law Ready Referencer – Agarwal & De

[Page - xiv]

Contents

A.1 REFERENCER – Appearing in Part B Chapter II – Incorporation of Company and Matters Incidental Thereto 1

Flow Chart for Incorporation of a Company – OPC, Section 8 Company and All Other Company

B-22

2

Flow Chart for Change in Name of a Company

B-26

- Conversion of any one class of companies to another class by deletion or addition of the word ‘PVT’ - Conversion of OPC to Private or Public - Conversion of Private to OPC - Other Change in Name(without change in class of company) 3

Flow Chart for Conversion of a company registered under Section 8 to any Other Kind

B-28

4

Flow Chart for Change in Registered Office of a Company

B-30

- Within the ‘Local Limits’ of any city, town or village where the registered office is situated - Outside the ‘Local Limits’ of any city, town or village where the registered office is situated - From Jurisdiction of one Registrar to another within the same state - From One State or Union Territory to another Chapter IV - Share Capital and Debentures 5

Flow Chart for Allotment – Private Placement, Bonus Shares, Further Issue of Share Capital

B-104

6

Flow Chart for Buy-Back of Securities

B-106

7

Flow Chart for Alteration of Share Capital

B-108

Chapter V - Acceptance of Deposits by Companies 8

Flow Chart for Acceptance of Deposits

B-157

Chapter VI - Registration of Charges 9

Flow Chart for Registration of Charges and Appointment / Cessation of Receiver or Manager for Charge

B-178

Chapter VII - Management and Administration 10

Meeting of Members – Important Points

B-190

- AGM, EGM, Quorum, Notice and Explanatory Statement, Chairman 11

Management and Administration – Important Points

B-192

- Place of keeping Member Registers etc., Closure of Register of Members or Shareholders or Other Security Holders - Flow Chart for Beneficial Owners - Change in Shareholding position of Promoters and Top 10 Shareholders - Proxies

Company Law Ready Referencer – Agarwal & De

[Page - xv]

Contents

Chapter VIII - Declaration and Payment of Dividend 12

Declaration and Payment of Dividend – Salient Features & Flow Chart

B-263

Chapter IX - Accounts of Companies 13

14

Accounts of Companies – Important Points - Place of Keeping Book of Accounts

B-274

- Consolidated Financial Statements

B-274

- Financial Year

B-275

Corporate Social Responsibility – Important Points

B-276

Chapter X - Audit and Auditors 15

Flow Chart for Appointment of Auditors – First Auditors and Subsequent Auditors

B-301

16

Flow Chart for Change in Auditors – Casual Vacancy, Removal and Special Notice

B-302

17

Flow Chart for Reporting of Fraud by Auditors and other Important Points

B-304

- Auditor not to render certain services

B-304

- Auditor to attend Annual General Meeting

B-305

Chapter XI - Appointment and Qualifications of Directors 18

Flow Chart for Director Identification Number (DIN) – Application, Cancellation or Deactivation, Director without DIN, Surrender of DIN, Change in Particulars

B-328

19

Flow Chart for Appointment of Director – First Director, Additional Director, Alternate Director, Casual Vacancy (Chart-I)

B-330

20

Flow Chart for Appointment of Director – Director by Rotation, Notice for Candidature, Director by Small Shareholders (Chart-II)

B-331

21

Flow Chart for Removal, Resignation and Disqualification of Director

B-333

Chapter XII - Meetings of Board and its Powers 22

Meeting of Board – Important Points

B-366

- Meeting of Board, Notice, Quorum, Resolutions by Circulation 23

Various types of Committee – Important Points - Audit Committee

B-367

- Nomination and Remuneration Committee

B-367

- Corporate Social Responsibility Committee

B-368

- Stakeholders Relationship Committee

B-368

24

Tabular Chart on Borrowings, Loans and Investment, and Exemption to Special Category Company

B-369

25

Flow Chart for Related Party Transactions

B-372

Chapter XIII - Appointment and Remuneration of Managerial Personnel 26

Flow Chart for Managerial Remuneration Company Law Ready Referencer – Agarwal & De

B-431 [Page - xvi]

Contents

27

Tabular Chart for Key Managerial Personnel (KMP)

B-435

- Managing Director, Whole-time Director, Manager - Chief Executive Officer, Chief Financial Officer - Company Secretary Chapter XIII – Removal of Names of Companies from the Register of Companies 28

Flow Chart on Application for Removal of Name of a Company from the Register of Company

B-497

Chapter XXIX – Miscellaneous 29

Flow Chart and Important points on Dormant / Inactive Company and Dormant Company Seeking Status of an Active Company

B

CHAPTERS

B-629

Chapter I to Chapter XXIX

B-1 to B-645

(integrated with applicable referencer, relevant Rules and Secretarial Standards) Index of Sections

1

Index of Rules

appearing at the beginning of chapter, wherever applicable

Index of Standards

appearing at the beginning of chapter, wherever applicable

Index of Referencer appearing in Part B

Refer to: ‘A-1’ of contents above

C

APPENDIX

1

Schedule I

C-1

Table A Memorandum of association of a company limited by shares

C-1

Table B Memorandum of association of a company limited by guarantee and not having a share capital

C-2

Table C Memorandum of association of a company limited by guarantee and having a share capital

C-3

Table D Memorandum of association of an unlimited company and not having share capital

C-4

Table E Memorandum of association of an unlimited company and having share capital

C-5

Table F Articles of association of a company limited by shares

C-6

Table G Articles of association of a company limited by guarantee and having a share capital

C-16

Table H Articles of association of a company limited by guarantee and not having share capital

C-17

Table I Articles of association of an unlimited company and having a share capital

C-20

Table J Articles of association of an unlimited company and not having share capital

C-20

2

Schedule II - Useful lives to compute Depreciation

C-21

3

Schedule III

C-27

Division I - Financial Statements for a company whose Financial Statements are required to comply with the Companies (Accounting Standards) Rules, 2006.

C-27

Company Law Ready Referencer – Agarwal & De

[Page - xvii]

Contents

Part I – Balance Sheet

C-28

Part II – Statement of Profit and Loss

C-36

Division II- Financial Statements for a company whose financial statements are drawn up in compliance of the Companies (Indian Accounting Standards) Rules, 2015

C-41

Part I – Balance Sheet

C-42

Part II – Statement of Changes in Equity

C-43

Part II – Statement of Profit and Loss

C-51

4

Schedule IV - Code for Independent Directors

C-56

5

Schedule V - Conditions to be fulfilled for the appointment of a Managing or Whole-time Director or a Manager without the approval of the Central Government

C-59

Part I – Appointments

C-59

Part II – Remuneration

C-60

Part III – Provisions Applicable to Parts I and II of this Schedule

C-65

Part IV – Exemptions to certain companies

C-65

6

Schedule VI - Infrastructure Projects or Infrastructural facilities

C-66

7

Schedule VII - Activities which may be included by companies in their Corporate Social Responsibility (CSR) Policies

C-68

8

Companies (Auditor’s Report) Order, 2016

C-69

9

Liberty available to “Specified IFSC private company”

C-72

10

Liberty available to “Specified IFSC public company”

C-76

11

Condonation of Delay Scheme, 2018

C-81

12

Various Forms under Companies Act, 2013 E-Forms& Physical Forms

C-84

Details of Attachments Requirements for various E-Forms under the Companies Act, 2013 [In respect of forms, whose attachment details does not appear elsewhere in this Book]

C-94

Company Law Ready Referencer – Agarwal & De

[Page - xviii]

Index of Sections

Section Description

INDEX OF SECTIONS Page

Chapter I – Preliminary

B-1

Short title, extent, commencement and application

B-1

2 2(1) 2(2) 2(3) 2(4) 2(5) 2(6) 2(7) 2(8) 2(9) 2(10) 2(11) 2(12) 2(13) 2(14) 2(15) 2(16) 2(17) 2(18) 2(19) 2(20) 2(21) 2(22) 2(23) 2(24) 2(25) 2(26) 2(27) 2(28)

Definitions Abridged prospectus Accounting standards Alter or Alteration Appellate Tribunal Articles Associate company Auditing standards Authorised capital or Nominal capital Banking company Board of Directors or Board Body corporate or corporation Book and paper and book or paper Books of account Branch office Called-up capital Charge Chartered Accountant Chief Executive Officer Chief Financial Officer Company Company limited by guarantee Company limited by shares Company Liquidator Company Secretary or secretary Company Secretary in practice Contributory Control Cost accountant

B-2 B-2 B-2 B-2 B-2 B-2 B-2 B-2 B-2 B-3 B-3 B-3 B-3 B-3 B-3 B-3 B-3 B-3 B-3 B-4 B-4 B-4 B-4 B-4 B-4 B-4 B-4 B-4 B-5

2(29)

Court

B-5

2(30) 2(31) 2(32) 2(33) 2(34) 2(35) 2(36) 2(37)

Debenture Deposit Depository Derivative Director Dividend Document Employees’ stock option

B-5 B-5 B-5 B-6 B-6 B-6 B-6 B-6

1

Company Law Ready Referencer – Agarwal & De

Date of Enforcement

12/09/2013 and 01/04/2014 12/09/2013 01/04/2014 12/09/2013 12/09/2013 12/09/2013 12/09/2013 01/04/2014 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 01/04/2014 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 15/12/2016 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 [except clause (iv), which was enforced w.e.f.

18/05/2016] 12/09/2013 01/04/2014 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013

Relevant Rule Companies (Specification of Definitions Details) Rules, 2014

2(1)(r) [Page 1]

Index of Sections

Section Description

2(38) 2(39) 2(40) 2(41) 2(42) 2(43) 2(44) 2(45) 2(46) 2(47) 2(48) 2(49) 2(50) 2(51) 2(52) 2(53) 2(54) 2(55) 2(56) 2(57) 2(58) 2(59) 2(60) 2(61) 2(62) 2(63) 2(64) 2(65) 2(66)

Expert Financial institution Financial statement Financial year Foreign company Free reserves Global depository receipt Government company Holding company Independent director Indian Depository Receipt (IDR) Interested director Issued capital Key managerial personnel Listed company Manager Managing director Member Memorandum Net worth Notification Officer Officer who is in default Official Liquidator One Person Company Ordinary or special resolution Paid- up Share Capital or Share capital paid-up Postal Ballot Prescribed

Page B-6 B-6 B-6 B-7 B-7 B-7 B-7 B-8 B-8 B-8 B-8 B-8 B-8 B-8 B-8 B-9 B-9 B-9 B-9 B-9 B-9 B-9 B-10 B-10 B-10 B-10 B-10 B-10 B-11

2(67)

Previous Company Law

B-11

2(68) 2(69) 2(70) 2(71) 2(72) 2(73) 2(74) 2(75) 2(76) 2(77) 2(78) 2(79) 2(80) 2(81) 2(82) 2(83)

Private Company Promoter Prospectus Public Company Public Financial Institution Recognised Stock Exchange Register of Companies Registrar Related Party Relative Remuneration Schedule Scheduled Bank Securities Securities and Exchange Board Serious Fraud Investigation Office

B-11 B-12 B-12 B-12 B-12 B-13 B-13 B-13 B-13 B-14 B-15 B-15 B-15 B-15 B-15 B-15

Company Law Ready Referencer – Agarwal & De

Date of Enforcement

Relevant Rule

12/09/2013 12/09/2013 12/09/2013 01/04/2014 01/04/2014 12/09/2013 12/09/2013 12/09/2013 12/09/2013 01/04/2014 01/04/2014 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 01/04/2014 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 [except sub-clause (ix)] 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 01/04/2014

2(1)(h) 3 4 [Page 2]

Index of Sections

Section Description

2(84) 2(85) 2(86)

Share Small company Subscribed Capital

Page B-15 B-15 B-15

2(87)

Subsidiary company or subsidiary

B-16

2(88) 2(89) 2(90) 2(91) 2(92) 2(93) 2(94)

Sweat equity shares Total voting power Tribunal Turnover Unlimited company Voting right Whole-time director Meaning of certain words and expressions not defined in the act Chapter II – Incorporation of Company and Matters Incidental Thereto

B-17 B-17 B-17 B-17 B-17 B-18 B-18

Formation of company

B-33

Members severally liable in certain cases

B-35

4 5 6

Memorandum Articles Act to override memorandum, articles, etc.

B-35 B-42 B-43

7

Incorporation of company

B-43

8

Formation of companies with charitable objects, etc.

B-51

9 10

Effect of registration Effect of memorandum and articles

B-57 B-57

11

Commencement of business, etc.

B-58

12

Registered office of company

B-58

2(95)

3 3A

Company Law Ready Referencer – Agarwal & De

B-18

Date of Enforcement

Relevant Rule

12/09/2013 01/04/2014 12/09/2013 12/09/2013 [Except

-

the proviso which was enforced w.e.f.

20/09/2017and Explanation (d), which was enforced w.e.f. 01/04/2014]

Companies (Restriction on number of layers) Rules, 2017

12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013 12/09/2013

-

12/09/2013

-

B-20 01/04/2014 Inserted by the Companies (Amendment) Act, 2017 01/04/2014 01/04/2014 01/04/2014 01/04/2014 [except sub-section (7), which was enforced w.e.f.

01/06/2016, except clause (c) and (d) which were enforced w.e.f.

15/12/2016] 01/04/2014 [except sub-section(9) which was enforced w.e.f.

15/12/2016] 01/04/2014 01/04/2014 01/04/14/omitted w.e.f 29/5/15 01/04/2014

Companies (Incorporation) Rules, 2014

3, 4, 5, 7A

8, 9 10, 11 -

12, 13, 14, 15, 16, 17, 18, 36

19, 20, 21, 22, 23 24 25, 26, 27, 28 [Page 3]

Index of Sections

Section Description

13

Alteration of memorandum

Page B-61

14

Alteration of articles

B-67

15 16 17 18 19 20 21 22

Alteration of memorandum or articles to be noted in every copy Rectification of name of company Copies of memorandum, articles, etc., to be given to members Conversion of companies already registered Subsidiary company not to hold shares in its holding company Service of documents Authentication of documents, proceedings and contracts Execution of bills of exchange, etc.

Date of Enforcement

Relevant Rule

01/04/2014 01/04/2014 [except second proviso to sub-section (1) and sub-section(2), which were enforced w.e.f.

01/06/2016]

29, 30, 31, 32

B-68

01/04/2014

-

B-68

01/04/2014

-

B-69

01/04/2014

34

B-69

01/04/2014

6, 7

B-71

12/09/2013

-

B-71

01/04/2014

35

B-73

12/09/2013

-

B-73

12/09/2013

-

Chapter III – Prospectus and Allotment of Securities[see note-2]

B-77

Part I - Public offer

B-78

23

Public offer and private placement

B-78

12/09/2013 [Except clause (b) of subsection(1) and subsection(2), which were enforced w.e.f 01/04/2014]

24

Power of Securities and Exchange Board to regulate issue and transfer of securities, etc.

B-78

12/09/2013

Document containing offer of securities for sale to be deemed prospectus

B-79

25 26 27 28 29 30 31 32

Matters to be stated in prospectus Variation in terms of contract or objects in prospectus Offer of sale of shares by certain members of company Public offer of securities to be in dematerialised form Advertisement of prospectus Shelf prospectus Red herring prospectus

Company Law Ready Referencer – Agarwal & De

33

Companies (Prospectus and Allotment of securities) Rules, 2014

-

-

B-80

12/09/2013 [Except sub-section(3), which was enforced w.e.f.

01/04/2014] 01/04/2014

3, 4, 5, 6

B-87

01/04/2014

7

B-89

01/04/2014

8

B-89

12/09/2013

9

B-90 B-90 B-91

12/09/2013 12/09/2013 12/09/2013

10 -

-

[Page 4]

Index of Sections

Section Description

Page

-

B-93

12/09/2013

-

B-93

12/09/2013

-

B-94

12/09/2013

-

Issue of application forms for securities

B-91

34

Criminal liability for misstatements in prospectus

B-92

35

Civil liability for misstatements in prospectus

B-92

37 38

Punishment for fraudulently inducing persons to invest money Action by affected persons Punishment for personation for acquisition, etc., of securities

Relevant Rule

12/09/2013 [Except sub-section (3), which was enforced w.e.f.

01/04/2014] 12/09/2013 12/09/2013 [Except clause (e) of subsection(1) which was enforced on 1/4/2014]

33

36

Date of Enforcement

12/09/2013 [Except sub-section(4), which was enforced w.e.f.

01/04/2014]] 12/09/2013 [Except sub-section(6)] which was enforced on 1/4/2014 01/04/2014

-

-

39

Allotment of securities by company

B-94

40

Securities to be dealt with in stock exchanges

B-95

41

Global depository receipt [see note-4]

B-97

Part II - Private Placement

B-98

Offer or invitation for subscription of securities on private placement

B-98

Chapter IV - Share Capital and Debentures

B-103

Kinds of share capital Nature of shares or debentures Numbering of shares Certificate of shares Voting rights Variation of shareholders' rights Calls on shares of same class to be made on uniform basis Company to accept unpaid share capital, although not called up Payment of dividend in proportion to amount paidup Application of premiums received on issue of shares

B-109 B-112 B-112 B-112 B-115 B-116

01/04/2014 12/09/2013 12/09/2013 01/04/2014 01/04/2014 15/12/2016

B-117

12/09/2013

-

B-117

12/09/2013

-

B-117

12/09/2013

-

B-118

01/04/2014

-

42

43 44 45 46 47 48 49 50 51 52

Company Law Ready Referencer – Agarwal & De

11, 12

13 -

01/04/2014

14 Companies (Share Capital and Debentures) Rules, 2014

3, 4 5, 6, 7 -

[Page 5]

Index of Sections

Section Description

Page

Date of Enforcement

Relevant Rule

8

53 54

Prohibition on issue of shares at discount Issue of sweat equity shares

B-118 B-119

55

Issue and redemption of preference shares

B-122

56 57 58 59

Transfer and transmission of securities Punishment for personation of shareholder Refusal of registration and appeal against refusal Rectification of register of members Publication of authorised, subscribed and paid-up capital

B-124 B-126 B-126 B-127

01/04/2014 01/04/2014 [01/04/2014 except sub-section(3), which was enforced w.e.f.

01/06/2016] 01/04/2014 12/09/2013 12/09/2013 12/09/2013

B-128

12/09/2013

60

61

Power of limited company to alter its share capital

62

Further issue of share capital

63

Issue of bonus shares Notice to be given to Registrar for alteration of share capital Unlimited company to provide for reserve share capital on conversion into limited company Reduction of share capital[see note-4] Restrictions on purchase by company or giving of loans by it for purchase of its shares Power of company to purchase its own securities Transfer of certain sums to capital redemption reserve account

64 65 66 67 68 69

70

Prohibition for buy-back in certain circumstances

71

Debentures

72

Power to nominate

Company Law Ready Referencer – Agarwal & De

01/04/2014 [except proviso to clause (b) of subB-128 section(1), which was enforced w.e.f.

01/06/2016] 01/04/2014 [except sub-sections(4) to (6), which were B-129 enforced w.e.f.

01/06/2016] B-136 01/04/2014

9, 10 11 -

-

12, 13 14

B-137

01/04/2014

15

B-137

12/09/2013

-

B-138

15/12/2016

-

B-140

01/04/2014

16

B-142

01/04/2014

17

B-147

12/09/2013

-

12/09/2013 [Except sub-sections (2), B-147 which was enforced w.e.f.

01/04/2014] 01/04/2014 [except sub-sections (9) to B-148 (11), which were enforced w.e.f.

01/06/2016] B-153 01/04/2014

-

18 19

[Page 6]

Index of Sections

Section Description

Page

Chapter V- Acceptance of Deposits by Companies

B-156

73

Prohibition on acceptance of deposits from public

B-159

74

Repayment of deposits, etc., accepted before commencement of this Act

75 76 76A

77 78 79 80 81 82 83 84 85 86 87

88 89 90 91 92 93 94 95

Damages for fraud Acceptance of deposits from public by certain companies Punishment for contravention of section 73 or section 76

Date of Enforcement

01/04/2014 01/04/2014 [except sub-sections B-165 (2)/(3), which were enforced w.e.f.

06/06/2014] B-166 01/06/2016

Relevant Rule Companies (Acceptance of Deposits) Rules, 2014

3, 4, 5, 6

20

-

B-167

01/04/2014

-

B-167

29/05/2015

Companies (Registration of Charges) Rules, 2014

Chapter VI - Registration of Charges

B-177

Duty to register charges etc.

Application For Registration of Charge Section 77 to apply in certain matters Date of notice of charge Register of charges to be kept by Registrar Company to report satisfaction of charge Power of Registrar to make entries of satisfaction and release in absence of intimation from company Intimation of appointment of receiver or manager Company's register of charges Punishment for contravention Rectification by Central Government in register of charges

B-180 B-181 B-182 B-182 B-182 B-183

01/04/2014 01/04/2014 01/04/2014 01/04/2014 01/04/2014 01/04/2014

B-183

01/04/2014

-

B-184 B-184 B-185

01/04/2014 01/04/2014 12/09/2013

9 10, 11 -

B-185

01/04/2014

12

Chapter VII - Management and Administration

B-188

Register of members, etc.

B-194

01/04/2014

3, 4, 5, 6, 7, 8, 28

B-198

01/04/2014

9

B-199

01/04/2014

-

B-201

12/09/2013

10

B-202

01/04/2014

11, 12

B-204

01/04/2014

13

B-205

01/04/2014

14, 15, 16

B-206

01/04/2014

-

Declaration in respect of beneficial interest in any share Investigation of beneficial ownership of shares in certain cases Power to close register of members or debentureholders or other security holders Annual return Return to be filed with Registrar in case promoters' stake changes Place of keeping and inspection of registers, returns, etc.

Registers, etc., to be evidence

Company Law Ready Referencer – Agarwal & De

3, 4, 5, 6 7 8

Companies (Management and Administration) Rules, 2014

[Page 7]

Index of Sections

Section Description

96 97 98 99

Annual general meeting Power of Tribunal to call annual general meeting Power of Tribunal to call meetings of members, etc Punishment for default in complying with provisions of sections 96 to 98

Page B-207 B-209 B-209

Date of Enforcement

Relevant Rule

01/04/2014 01/06/2016 01/06/2016

-

B-210

01/06/2016

-

100

Calling of extraordinary general meeting

B-210

101 102 103 104

Notice of meeting Statement to be annexed to notice Quorum for meetings Chairman of meetings

B-212 B-218 B-219 B-220

105

Proxies

B-222

106 107 108 109 110 111

Restriction on voting rights Voting by show of hands Voting through electronic means Demand for poll Postal ballot Circulation of members' resolution Representation of President and Governors in meetings

B-225 B-226 B-226 B-230 B-237 B-242

12/09/2013 [Except sub-section(6), which was enforced w.e.f.

01/04/2014] 01/04/2014 12/09/2013 12/09/2013 12/09/2013 12/09/2013 [Except the third and fourth proviso of subsection (1) and subsection (7), which were enforced w.e.f. 01/04/2014] 12/09/2013 12/09/2013 01/04/2014 01/04/2014 01/04/2014 12/09/2013

B-244

12/09/2013

112

113 114 115 116 117 118

119

120 121

Representation of corporations at meeting of companies and of creditors Ordinary and special resolutions Resolutions requiring special notice Resolutions passed at adjourned meeting Resolutions and agreements to be filed Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot Inspection of minute books of general meeting Maintenance and inspection of documents in electronic form Report on annual general meeting

Company Law Ready Referencer – Agarwal & De

17

18 -

19

20 21 22 -

B-244 B-245 B-246 B-246

12/09/2013 [Except clause (b) of subsection (1), which was enforced w.e.f.

01/04/2014] 12/09/2013 01/04/2014 12/09/2013 01/04/2014

23 24

B-248

01/04/2014

25

B-244

01/04/2014 [except sub-section (4), B-254 which was enforced w.e.f.

01/06/2016]

-

26

B-255

01/04/2014

27, 28, 29, 30

B-256

01/04/2014

31 [Page 8]

Index of Sections

Section Description

Date of Enforcement

Relevant Rule

Applicability of this Chapter to One Person Company

Page B-258

01/04/2014

-

Chapter VIII - Declaration and Payment of Dividend[see note-2]

B-262

123 124

Declaration of dividend Unpaid Dividend Account

B-266 B-268

125

Investor Education and Protection Fund [see note-4]

B-269

122

126 127

128 129 130 131 132 133 134 135 136 137 138

139

Right to dividend, rights shares and bonus shares to be held in abeyance pending registration of transfer of shares Punishment for failure to distribute dividends

01/04/2014 07/09/2016 07/09/2016 [except subsections (5), (6) [except with respect to the manner of administration of the IEPF] and subsection (7), which were enforced w.e.f. 13/01/2016]

B-271

01/04/2014

B-272

12/09/2013

Companies (Declaration and Payment of Dividend) Rules, 2014

3 -

-

-

Companies (Accounts) Rules, 2014

Chapter IX - Accounts of Companies[see note-2]

B-273

Books of account, etc., to be kept by company Financial statement Reopening of accounts on court's or Tribunal's orders Voluntary revision of financial statements or Board's report Constitution of National Financial Reporting Authority Central Government to prescribe accounting standards[see note-4] Financial statement, Board's report, etc.

Corporate Social Responsibility[see note-4] Right of member to copies of audited financial statement Copy of financial statement to be filed with Registrar Internal audit

B-278 B-280

01/04/2014 01/04/2014

B-283

01/06/2016

-

B-284

01/06/2016

-

B-285

Not yet enforced

-

B-287

12/09/2013

7

B-288 B-292

01/04/2014 01/04/2014

8 9

B-294

01/04/2014

10, 11

B-296

01/04/2014

12

B-298

01/04/2014

Chapter X - Audit and Auditors[see note-2]

B-300

Appointment of auditors

B-306

Company Law Ready Referencer – Agarwal & De

01/04/2014

2A, 3, 4 4A, 5, 6

13

Companies (Audit and Auditors) Rules, 2014

3, 4, 5, 6

[Page 9]

Index of Sections

Section Description

140

141 142 143 144 145 146 147 148

Removal, resignation of auditor and giving of special notice

Eligibility, qualifications and disqualifications of auditors Remuneration of auditors Powers and duties of auditors and auditing standards Auditor not to render certain services Auditor to sign audit reports, etc.

Auditors to attend general meeting Punishment for contravention Central Government to specify audit of items of cost in respect of certain companies[see note-4] Chapter XI - Appointment and Qualifications of Directors

149 150 151 152 153 154 155 156 157 158 159 160

Company to have Board of Directors Manner of selection of independent directors and maintenance of data bank of independent directors Appointment of director elected by small shareholders Appointment of directors Application for allotment of Director Identification Number Allotment of Director Identification Number Prohibition to obtain more than one Director Identification Number Director to intimate Director Identification Number Company to inform Director Identification Number to Registrar Obligation to indicate Director Identification Number Punishment for contravention Right of persons other than retiring directors to stand for directorship

161

Appointment of additional director, alternate director and nominee director

162

Appointment of directors to be voted individually

Company Law Ready Referencer – Agarwal & De

Page

Date of Enforcement

01/04/2014 [except second proviso to sub-section(4) and B-311 sub-section(5), which were enforced w.e.f.

01/06/2016]

Relevant Rule

7, 8

B-313

01/04/2014

10

B-315

01/04/2014

-

B-315

01/04/2014

10A, 11, 12, 13

B-321 B-322 B-322 B-323

01/04/2014 01/04/2014 01/04/2014 01/04/2014

9

B-324

01/04/2014

14

B-327

Companies (Appointment and Qualification of Directors) Rules, 2014

B-335

01/04/2014

B-340

01/04/2014

6

B-342

01/04/2014

7

B-343

01/04/2014

8

B-345

01/04/2014

9, 11, 12

B-348

01/04/2014

10

B-349

01/04/2014

-

B-349

01/04/2014

-

B-349

01/04/2014

10A

B-350

01/04/2014

-

B-350

01/04/2014

-

B-350

01/04/2014

13

12/09/2013 [Except sub-section(2], B-351 which was enforced w.e.f.

01/04/2014 B-353 12/09/2013

3, 4, 5

[Page 10]

Index of Sections

Section Description

164 165 166 167 168

Option to adopt principle of proportional representation for appointment of directors Disqualifications for appointment of director Number of directorships Duties of directors Vacation of office of director Resignation of director

169

Removal of directors

163

170 171 172

173 174 175 176 177 178 179 180 181 182 183 184 185 186 187 188 189 190 191

Register of directors and key managerial personnel and their shareholding Members' right to inspect Punishment

Page

Date of Enforcement

Relevant Rule

B-353

12/09/2013

-

B-354 B-355 B-356 B-357 B-358

01/04/2014 01/04/2014 01/04/2014 01/04/2014 01/04/2014 01/04/2014 [except sub-section(4), B-359 which was enforced w.e.f.

01/06/2016]

14 15, 16

B-361

01/04/2014

17, 18

B-362 B-362

01/04/2014 01/04/2014

-

-

Companies (Meetings of Board and its Powers) Rules, 2014

Chapter XII - Meetings of Board and its Powers

B-364

Meetings of Board Quorum for meetings of Board Passing of resolution by circulation Defects in appointment of directors not to invalidate actions taken Audit Committee Nomination and Remuneration Committee and Stakeholders Relationship Committee Powers of Board Restrictions on powers of Board Company to contribute to bona fide and charitable funds, etc.

Prohibitions and restrictions regarding political contributions Power of Board and other persons to make contributions to national defence fund, etc.

Disclosure of interest by director Loan to directors, etc.

Loan and investment by company Investments of company to be held in its own name Related party transactions Register of contracts or arrangements in which directors are interested Contract of employment with managing or wholetime directors Payment to director for loss of office, etc., in connection with transfer of undertaking, property or shares

B-375 B-382 B-384

01/04/2014 01/04/2014 01/04/2014

B-384

12/09/2013

-

B-385

01/04/2014

6, 6A, 7

B-388

01/04/2014

-

B-390 B-392

01/04/2014 12/09/2013

8 -

B-393

12/09/2013

-

B-393

12/09/2013

-

B-394

12/09/2013

-

B-395 B-396 B-399

01/04/2014 12/09/2013 01/04/2014

9 10 11, 12, 13

B-404

01/04/2014

14

B-405

01/04/2014

15

B-410

01/04/2014

16

B-411

01/04/2014

-

B-412

01/04/2014

17

Company Law Ready Referencer – Agarwal & De

3, 4 5

[Page 11]

Index of Sections

Section Description

192 193 194 195

Restriction on non-cash transactions involving directors Contract by One Person Company Prohibition on forward dealings in securities of company by director or key managerial personnel Prohibition on insider trading of securities Chapter XIII - Appointment and Remuneration of Managerial Personnel

196 197 198 199 200 201 202 203 204 205

Appointment of managing director, whole-time director or a manager Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits Calculation of profits Recovery of remuneration in certain cases Central Government or company to fix limit with regard to remuneration Forms of, and procedure in relation to, certain applications Compensation for loss of office of managing or whole-time director or manager Appointment of key managerial personnel Secretarial audit for bigger companies Functions of Company Secretary Chapter XIV - Inspection, Inquiry and Investigation [see note-2]

206 207 208 209 210 211

Power to call for information, inspect books and conduct inquiries Conduct of inspection and inquiry Report on inspection made Search and seizure Investigation into affairs of company Establishment of Serious Fraud Investigation Office

Company Law Ready Referencer – Agarwal & De

Page

Date of Enforcement

Relevant Rule

B-413

12/09/2013

-

B-414

01/04/2014

-

B-415

12/09/2013

-

B-415

12/09/2013

B-430

-

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

B-437

01/04/2014

3

B-438

01/04/2014

4, 5

B-444 B-445

01/04/2014 01/04/2014

-

B-446

01/04/2014

6

B-447

01/04/2014

7

B-448

12/09/2013

-

B-449 B-450 B-451

01/04/2014 01/04/2014 01/04/2014

8, 8A 9 10

B-453

Companies (Inspection Investigation and Inquiry) Rules, 2014

B-453

01/04/2014

-

B-454 B-455 B-456 B-456 B-457

01/04/2014 01/04/2014 01/04/2014 01/04/2014 01/04/2014

3, 4

[Page 12]

Index of Sections

Section Description

212

213 214 215

Investigation into affairs of Company by Serious Fraud Investigation Office

Investigation into company's affairs in other cases Security for payment of costs and expenses of investigation Firm, body corporate or association not to be appointed as inspector

216

Investigation of ownership of company

217 218

Procedure, powers, etc., of inspectors Protection of employees during investigation Power of inspector to conduct investigation into affairs of related companies, etc.

Seizure of documents by inspector Freezing of assets of company on inquiry and investigation Imposition of restrictions upon securities Inspector’s report

219 220 221 222 223

224

225 226 227 228 229

Actions to be taken in pursuance of inspector's report

Expenses of investigation Voluntary winding up of company, etc., not to stop investigation proceedings Legal advisers and bankers not to disclose certain information Investigation, etc., of foreign companies Penalty for furnishing false statement, mutilation, destruction of documents

Company Law Ready Referencer – Agarwal & De

Page

Date of Enforcement 01/04/2014[except references of subsection (10) of Section 66, subsection (5)of Section 140, 213, subsection(1) of Section 251 and sub-section (3) of Section 339 made in subsection(6) and subsection(8) to (10).

Sub-section(8) to (10) were enforced w.e.f.

24/08/2017]

Relevant Rule

01/06/2016

-

B-462

01/04/2014

5

B-463

01/04/2014

-

B-458

B-461

[see note-5]

01/04/2014 [except sub-section (2), B-463 which was enforced w.e.f.

01/06/2016] B-463 01/04/2014 B-466 01/06/2016

6 -

B-467

01/04/2014

-

B-467

01/04/2014

-

B-468

01/06/2016

-

B-468 B-469

01/06/2016 01/04/2014 01/04/2014 [except sub-sections (2) and (5), of which sub-section (5) was B-469 enforced w.e.f.

01/06/2016 and sub-section (2) was enforced w.e.f.

15/12/2016] B-470 01/04/2014

-

-

-

-

B-471

15/12/2016

-

B-471

09/09/2016

-

B-472

01/04/2014

-

B-472

01/04/2014

[Page 13]

Index of Sections

Section Description

Chapter XV - Compromises, Arrangements and Amalgamations[see note-3]

230 231 232 233 234 235 236 237 238 239 240

241

242

243 244 245 246

247

Power to compromise or make arrangements with creditors and members Power of Tribunal to enforce compromise or arrangement Merger and amalgamation of companies Merger or amalgamation of certain companies Merger or amalgamation of company with foreign company Power to acquire shares of shareholders dissenting from scheme or contract approved by majority Purchase of minority shareholding Power of Central Government to provide for amalgamation of companies in public interest Registration of offer of schemes involving transfer of shares Preservation of books and papers of amalgamated companies Liability of officers in respect of offences committed prior to merger, amalgamation, etc.

Chapter XVI - Prevention of Oppression and Mismanagement Application to Tribunal for relief in cases of oppression, etc.

Powers of Tribunal

Consequence of termination or modification of certain agreements Right to apply under section 241 Class action Application of certain provisions to proceedings under section 241 or section 245

Page B-473

Relevant Rule Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

B-473

15/12/2016 [except subsections (11) and (12)]

B-476

15/12/2016

-

B-476 B-479

15/12/2016 15/12/2016

-

B-481

13/04/2017

-

B-482

15/12/2016

-

B-483

15/12/2016

-

B-485

15/12/2016

-

B-486

15/12/2016

-

B-486

15/12/2016

-

B-487

15/12/2016

-

B-488

-

Rules not yet notified

B-488 01/06/2016

-

01/06/2016 [except clause (b) of subsection (1), clause B-488 (c) and (g) of subsection (2), which were enforced w.e.f. 09/09/2016]

-

B-490

01/06/2016

-

B-491 B-491

01/06/2016 01/06/2016

-

B-494

09/09/2016

-

Chapter XVII - Registered Valuers[see note-3]

B-495

Valuation by registered valuers

B-495

Company Law Ready Referencer – Agarwal & De

Date of Enforcement

18/10/2017

Companies (Registered Valuers and Valuation) Rules, 2017

-

[Page 14]

Index of Sections

Section Description

Chapter XVIII - Removal of Names of Companies from the Register of Companies

248 249 250 251 252 253 254 255 256 257 258 259 260 261 262 263 264 265 266 267 268 269 270 271 272 273 274 275 276 277 278

Power of Registrar to remove name of company from register of companies Restrictions on making application under section 248 in certain situations Effect of company notified as dissolved Fraudulent application for removal of name Appeal to Tribunal Chapter XIX - Revival and Rehabilitation of Sick Companies Determination of sickness Application for revival and rehabilitation Exclusion of certain time in computing period of limitation Appointment of interim administrator Committee of creditors Order of Tribunal Appointment of administrator Powers and duties of company administrator Scheme of revival and rehabilitation Sanction of scheme Scheme to be binding Implementation of scheme Winding up of company on report of company administrator Power of Tribunal to assess damages against delinquent directors, etc.

Punishment for certain offences Bar of jurisdiction Rehabilitation and Insolvency Fund Chapter XX - Winding Up Modes of winding up Part I- Winding up by the Tribunal Circumstances in which company may be wound up by Tribunal Petition for winding up Powers of Tribunal Directions for filing statement of affairs Company Liquidators and their appointments Removal and replacement of liquidator Intimation to Company Liquidator, provisional liquidator and Registrar Effect of winding up order

Company Law Ready Referencer – Agarwal & De

Page

Date of Enforcement

Relevant Rule Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016

B-496

B-499

26/12/2016

3, 4, 5, 6, 7, 9

B-502

26/12/2016

-

B-503 B-503 B-504

26/12/2016 26/12/2016 26/12/2016

-

507

-

-

omitted [note-1] omitted [note-1]

-

-

omitted [note-1]

-

-

omitted [note-1] omitted [note-1] omitted [note-1] omitted [note-1] omitted [note-1] omitted [note-1] omitted [note-1] omitted [note-1] omitted [note-1]

-

-

omitted [note-1]

-

-

omitted [note-1]

-

B-508

omitted [note-1] omitted [note-1] omitted [note-1]

-

B-508 B-508

15/12/2016

-

B-508

15/12/2016

-

B-509 B-510 B-511 B-511 B-512

15/12/2016 15/12/2016 15/12/2016 15/12/2016 15/12/2016

-

B-513

15/12/2016

-

B-514

15/12/2016

[Page 15]

Index of Sections

Section Description

279 280 281 282 283 284 285 286 287 288 289 290 291 292 293 294 295 296 297 298 299 300 301 302 303 304 305 306 307 308 309 310 311

Stay of suits, etc., on winding up order Jurisdiction of Tribunal Submission of report by Company Liquidator Directions of Tribunal on report of Company Liquidator Custody of company's properties Promoters, directors, etc., to co-operate with Company Liquidator Settlement of list of contributories and application of assets Obligations of directors and managers Advisory committee Submission of periodical reports to Tribunal Power of Tribunal on application for stay of winding up Powers and duties of Company Liquidator Provision for professional assistance to Company Liquidator Exercise and control of Company Liquidator's powers Books to be kept by Company Liquidator Audit of Company Liquidator's accounts Payment of debts by contributory and extent of setoff Power of Tribunal to make calls Adjustment of rights of contributories Power to order costs Power to summon persons suspected of having property of company, etc.

Power to order examination of promoters, directors, etc.

Arrest of person trying to leave India or abscond Dissolution of company by Tribunal Appeals from orders made before commencement of Act Part II – Voluntary Winding Up Circumstances in which company may be wound up voluntarily Declaration of solvency in case of proposal to wind up voluntarily Meeting of creditors Publication of resolution to wind up voluntarily Commencement of voluntary winding up Effect of voluntary winding up Appointment of Company Liquidator Power to remove and fill vacancy of Company Liquidator

Company Law Ready Referencer – Agarwal & De

Page B-514 B-515 B-515

Date of Enforcement

Relevant Rule

15/12/2016 15/12/2016 15/12/2016

-

B-516

15/12/2016

-

B-517

15/12/2016

-

B-518

15/12/2016

-

B-518

15/12/2016

-

B-519 B-519 B-520

15/12/2016 15/12/2016 15/12/2016

-

B-520

omitted [note-1]

-

B-521

15/12/2016

-

B-522

15/12/2016

-

B-522

15/12/2016

-

B-523 B-523

15/12/2016 15/12/2016

-

B-524

15/12/2016

-

B-524 B-525 B-525

15/12/2016 15/12/2016 15/12/2016

-

B-525

15/12/2016

-

B-526

15/12/2016

-

B-527 B-527

15/12/2016 15/12/2016

-

B-528

15/12/2016

-

-

omitted [note-1]

-

-

omitted [note-1]

-

-

omitted [note-1] omitted [note-1] omitted [note-1] omitted [note-1] omitted [note-1]

-

-

omitted [note-1]

-

528

[Page 16]

Index of Sections

Section Description

312 313 314 315 316 317 318 319 320 321 322 323 324 325 326 327 328 329 330 331 332 333 334 335 336 337 338 339 340 341 342

Notice of appointment of Company Liquidator to be given to Registrar Cesser of Board's powers on appointment of Company Liquidator Powers and duties of Company Liquidator in voluntary winding up Appointment of committees Company Liquidator to submit report on progress of winding up Report of Company Liquidator to Tribunal for examination of persons Final meeting and dissolution of company Power of Company Liquidator to accept shares, etc, as consideration for sale of property of company Distribution of property of company Arrangement when binding on company and creditors Power to apply to Tribunal to have questions determined, etc.

Costs of voluntary winding up Part III – Provisions applicable to every mode of winding up Debts of all descriptions to be admitted to proof Application of insolvency rules in winding up of insolvent companies Overriding preferential payments Preferential payments Fraudulent preference Transfers not in good faith to be void Certain transfers to be void Liabilities and rights of certain persons fraudulently preferred Effect of floating charge Disclaimer of onerous property Transfers, etc., after commencement of winding up to be void Certain attachments, executions, etc., in winding up by Tribunal to be void Offences by officers of companies in liquidation Penalty for frauds by officers Liability where proper accounts not kept Liability for fraudulent conduct of business Power of Tribunal to assess damages against delinquent directors, etc.

Liability under sections 339 and 340 to extend to partners or directors in firms or companies Prosecution of delinquent officers and members of company

Company Law Ready Referencer – Agarwal & De

Page

Date of Enforcement

Relevant Rule

-

omitted [note-1]

-

-

omitted [note-1]

-

-

omitted [note-1]

-

-

omitted [note-1]

-

-

omitted [note-1]

-

-

omitted [note-1]

-

-

omitted [note-1]

-

-

omitted [note-1]

-

-

omitted [note-1]

-

-

omitted [note-1]

-

-

omitted [note-1]

-

-

omitted [note-1]

-

B-528

15/12/2016

-

B-529

omitted [note-1]

-

B-530 B-531 B-532 B-533 B-533

15/12/2016 15/12/2016 15/12/2016 15/12/2016 15/12/2016

-

B-533

15/12/2016

-

B-534 B-534

15/12/2016 15/12/2016

-

B-536

15/12/2016

-

B-536

15/12/2016

-

B-528

B-537 B-538 B-539 B-539 B-540

15/12/2016 (to the extent of their applicability for section 246)

B-541 B-541

-

15/12/2016

[Page 17]

Index of Sections

Section Description

Page

Date of Enforcement

Relevant Rule

B-542

15/12/2016

-

B-543

15/12/2016

-

344

Company Liquidator to exercise certain powers subject to sanction Statement that a company is in liquidation

345

Books and papers of company to be evidence

B-543

15/12/2016

-

346

Inspection of books and papers by creditors and contributories

B-543

15/12/2016

-

347

Disposal of books and papers of company

B-544

15/12/2016

-

348

Information as to pending liquidation

B-544

15/12/2016

-

B-545

15/12/2016

-

B-546

15/12/2016

-

B-546

15/12/2016

-

B-546

15/12/2016

-

B-548

15/12/2016

-

B-548

15/12/2016

-

B-548

15/12/2016

-

B-549

15/12/2016

-

B-549

15/12/2016

-

B-550

15/12/2016

-

B-550 B-550 B-550 B-550

15/12/2016 15/12/2016 15/12/2016

-

B-551

15/12/2016

-

B-552

15/12/2016

-

B-552 B-552

15/12/2016 15/12/2016

-

343

349 350 351 352 353 354 355 356 357 358 359 360 361 362 363 364 365

Official Liquidator to make payments into public account of India Company Liquidator to deposit monies into scheduled bank Liquidator not to deposit monies into private banking account Company Liquidation dividend and undistributed Assets accounts Liquidator to make returns, etc.

Meetings to ascertain wishes of creditors or contributories Court, tribunal or person, etc., before whom affidavit may be sworn Powers of Tribunal to declare dissolution of company void Commencement of winding up by Tribunal Exclusion of certain time in computing period of limitation Part IV – Official Liquidators Appointment of Official Liquidator Powers and functions of Official Liquidator Summary procedure for liquidation Sale of assets and recovery of debts due to company Settlement of claims of creditors by Official Liquidator Appeal by creditor Order of dissolution of company Chapter XXI – Companies Authorised to Register under this Act

366 367 368 369

Part I - Companies authorised to register under this Act Companies capable of being registered Certificate of registration of existing companies Vesting of property on registration Saving of existing liabilities

Company Law Ready Referencer – Agarwal & De

B-553

Companies (Authorised to Register) Rules, 2014

B-553 B-553 B-556 B-557 B-557

01/04/2014 01/04/2014 01/04/2014 01/04/2014

3 [Page 18]

Index of Sections

Section Description

Page

Date of Enforcement

Relevant Rule

370

Continuation of pending legal proceedings

B-557

371 372 373

Effect of registration under this Part Power of Court to stay or restrain proceedings Suits stayed on winding up order Obligations of companies registering under this Part Part II – Winding up of unregistered companies Winding up of unregistered companies Power to wind up foreign companies, although dissolved Provisions of Chapter cumulative Saving and construction of enactments conferring power to wind up partnership firm, association or company, etc., in certain cases

B-557 B-559 B-559

01/04/2014 [except the proviso, which was enforced w.e.f.

15/12/2016] 01/04/2014 15/12/2016 15/12/2016

B-559

01/04/2014

4, 5

B-561 B-561

15/12/2016

-

B-562

15/12/2016

-

B-563

15/12/2016

-

B-563

15/12/2016

-

374 375 376 377 378

Chapter XXII – Companies Incorporated Outside India 379

385

Application of Act to foreign companies Documents, etc., to be delivered to Registrar by foreign companies Accounts of foreign company Display of name, etc., of foreign company Service on foreign company Debentures, annual return, registration of charges, books of account and their inspection Fee for registration of documents

386

Interpretation

380 381 382 383 384

B-565

B-566

01/04/2014

3, 8, 9, 10

B-559 B-572 B-572

01/04/2014 12/09/2013 12/09/2013

4, 5, 6 -

B-573

01/04/2014

7

B-574

-

B-574

01/04/2014

-

B-575 B-576 B-576

11 13

-

391

Application of sections 34 to 36 and Chapter XX

B-582

392

Punishment for contravention Company's failure to comply with provisions of this Chapter not to affect validity of contracts, etc.

B-583 B-583

01/04/2014

Chapter XXIII – Government Companies

B-585

Annual reports on Government companies

B-585

Company Law Ready Referencer – Agarwal & De

12

01/04/2014 12/09/2013 [Except clause (a), which B-574 was enforced w.e.f.

01/04/2014] 01/04/2014 01/04/2014 01/04/2014 sub-section (1) w.e.f. 01/04/2014 and sub-section (2) w.e.f. 15/12/2016 01/04/2014

394

Companies (Registration of Foreign Companies) Rules, 2014

12/09/2013

388 389 390

393

-

B-565

Dating of prospectus and particulars to be contained therein Provisions as to expert's consent and allotment Registration of prospectus Offer of Indian Depository Receipts

387

-

12/09/2013

-

-

Rules not yet notified

-

[Page 19]

Index of Sections

Section Description

395

396 397 398

399

400 401 402 403 404

405 406

Date of Enforcement

Relevant Rule

Annual reports where one or more State Governments are members of companies

Page B-585

01/04/2014

-

Chapter XXIV – Registration Offices and Fees

B-586

Registration offices Admissibility of certain documents as evidence Provisions relating to filing of applications, documents, inspection, etc., in electronic form [see note-4]

B-586 B-587

01/04/2014 01/04/2014

B-588

01/04/2014

7, 8, 9, 10, 11

B-593

01/04/2014 [except reference of word 'Tribunal' in sub-section(2), which was enforced w.e.f.

01/06/2016]

14, 15

B-594

01/04/2014

-

B-594

01/04/2014

-

B-594

01/04/2014

-

B-595 B-596

01/04/2014 01/04/2014

12, 13 -

Inspection, production and evidence of documents kept by Registrar

Electronic form to be exclusive, alternative or in addition to physical form Provision of value added services through electronic form Application of provisions of Information Technology Act, 2000 Fee for filing, etc.

Fees, etc., to be credited into public account Chapter XXV – Companies to Furnish Information or Statistics Power of Central Government to direct companies to furnish information or statistics Chapter XXVI - Nidhis[see note-3] Power to modify Act in its application to Nidhis

B-604 B-604

4, 5, 6 -

Rules not yet notified

B-603 B-603

Companies (Registration Offices and Fees) Rules, 2014

12/09/2013

Nidhi Rules, 2014

01/04/2014

-

National Company Law Tribunal Rules, 2016 &National Company Law Appellate Tribunal Rules, 2016

Chapter XXVII – National Company Law Tribunal and Appellate Tribunal[see note-3]

B-606

407

Definitions

B-606

12/09/2013

-

408

Constitution of National Company Law Tribunal Qualification of President and Members of Tribunal Constitution of Appellate Tribunal Qualifications of Chairperson and Members of Appellate Tribunal Selection of Members of Tribunal and Appellate Tribunal Term of office of President, chairperson and other Members

B-606

12/09/2013

-

B-606

12/09/2013

-

B-607

12/09/2013

-

B-608

12/09/2013

-

B-608

12/09/2013

-

B-609

12/09/2013

-

409 410 411 412 413

Company Law Ready Referencer – Agarwal & De

[Page 20]

Index of Sections

Section Description

432 433

Salary, allowances and other terms and conditions of service of Members Acting President and Chairperson of Tribunal or Appellate Tribunal Resignation of Members Removal of Members Staff of Tribunal and Appellate Tribunal Benches of Tribunal Orders of Tribunal Appeal from orders of Tribunal Expeditious disposal by Tribunal and Appellate Tribunal Appeal to Supreme Court Procedure before Tribunal and Appellate Tribunal Power to punish for contempt Delegation of powers President, Members, officers, etc., to be public servants Protection of action taken in good faith Power to seek assistance of Chief Metropolitan Magistrate, etc.

Civil court not to have jurisdiction Vacancy in Tribunal or Appellate Tribunal not to invalidate acts or proceedings Right to legal representation Limitation

434

Transfer of certain pending proceedings

414 415 416 417 418 419 420 421 422 423 424 425 426 427 428 429 430 431

435 436 437 438 439 440 441 442 443 444

Page

Date of Enforcement

Relevant Rule

B-610

12/09/2013

-

B-610

01/06/2016

-

B-610 B-611 B-611 B-612 B-613 B-613

01/06/2016 01/06/2016 01/06/2016 01/06/2016 01/06/2016 01/06/2016

-

B-613

01/06/2016

-

B-614 B-614 B-615 B-615

01/06/2016 01/06/2016 01/06/2016 01/06/2016

-

B-616

01/06/2016

-

B-616

01/06/2016

-

B-616

01/06/2016

-

B-617

01/06/2016

-

B-617

01/06/2016

-

B-617 B-617

01/06/2016 01/06/2016 clause (a) and (b) of sub-section (1) and Companies sub-section (2) (Transfer of Pending B-618 w.e.f. 01/06/2016 Proceedings) Rules, and clause (c) of 2016 sub-section (1) w.e.f. 15/12/2016] Companies (Mediation and Conciliation) Rules, 2016

Chapter XXVIII – Special Courts[see note-3]

B-621

Establishment of Special Courts Offences triable by Special Courts Appeal and revision Application of Code to proceedings before Special Court Offences to be non-cognizable Transitional provisions Compounding of certain offences Mediation and Conciliation Panel Power of Central Government to appoint company prosecutors Appeal against acquittal

B-621 B-621 B-622

18/05/2016 18/05/2016 18/05/2016

B-623

18/05/2016

-

B-623 B-624 B-624 B-626

12/09/2013 18/05/2016 01/06/2016 01/04/2014

-

B-626

12/09/2013

-

B-626

12/09/2013

-

Company Law Ready Referencer – Agarwal & De

-

[Page 21]

Index of Sections

Section Description

445 446 446A 446B

447 448 449 450 451 452 453 454 455 456 457 458 459 460 461 462 463 464 465 466 467 468 469 470 1 2 3 4 5

Compensation for accusation without reasonable cause Application of fines Factors for determining level of punishment

Page

Date of Enforcement

Relevant Rule

B-627

12/09/2013

-

B-627 B-627

12/09/2013

-

Inserted by the Companies (Amendment) Act, 2017

Lesser penalties for One Person Companies or small companies

B-627

Chapter XXIX – Miscellaneous[see note-2]

B-628

Punishment for fraud Punishment for false statement Punishment for false evidence Punishment where no specific penalty or punishment is provided Punishment in case of repeated default Punishment for wrongful withholding of property Punishment for improper use of "Limited" or "Private Limited" Adjudication of penalties[see note-4] Dormant company Protection of action taken in good faith Nondisclosure of information in certain cases Delegation by Central Government of its powers and functions Powers of Central Government or Tribunal to accord approval, etc., subject to conditions and to prescribe fees on applications Condonation of delay in certain cases Annual report by Central Government Power to exempt class or classes of companies from provisions of this Act Power of court to grant relief in certain cases Prohibition of association or partnership of persons exceeding certain number Repeal of certain enactments and savings Dissolution of Company Law Board and consequential provisions Power of Central Government to amend Schedules Powers of Central Government to make rules relating to winding up Power of Central Government to make rules Power to remove difficulties

B-631 B-631 B-631

12/09/2013 12/09/2013 12/09/2013

B-632

12/09/2013

-

B-632 B-632

12/09/2013 12/09/2013

-

B-633

12/09/2013

-

B-633 B-634 B-636 B-636

01/04/2014 01/04/2014 12/09/2013 12/09/2013

3, 4, 5, 6, 7, 8 -

B-636

12/09/2013

-

B-637

12/09/2013

9

B-638 B-638

12/09/2013 12/09/2013

-

B-638

12/09/2013

-

B-639

12/09/2013

-

B-639

01/04/2014

10

B-640

Not yet enforced

-

B-641

01/06/2016

-

B-643

12/09/2013

-

B-643

12/09/2013

-

B-644 B-644

12/09/2013 12/09/2013

-

Companies (Miscellaneous) Rules, 2014

-

Notes Omitted w.e.f. 15-11-2016 with the enforcement of the Insolvency and Bankruptcy Code, 2016 For text of other rules notified under this chapter, refer to our website corporatelex.com For text of relevant rules, refer to our website corporatelex.com For text of rules notified under this section, refer to our website corporatelex.com Companies (Arrests in connection with Investigation by Serious Fraud Investigation Office) Rules, 2017 Company Law Ready Referencer – Agarwal & De

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