BOOK – 1

About Offences under Company Law (Penalties, Punishments & Remedies)

Division 1
Incorporation of Company
Chapter 1 Incorporation of Company
Chapter 2 Formation of Companies with Charitable Objects, etc.
Chapter 3 Commencement of Business, etc.
Chapter 4 Registered Office of Company
Chapter 5 Alteration of Memorandum or Articles to be noted in every copy
Chapter 6 Rectification of Name of Company
Chapter 7 Copies of Memorandum, Articles, etc., to be given to members

Division 2
Public Offer and Allotment of Shares
Chapter 8 Matters to be stated in prospectus
Chapter 9 Issue of application forms for securities
Chapter 10 Criminal liability for mis-statements in prospectus
Chapter 11 Civil liability for mis-statements in prospectus
Chapter 12 Punishment for fraudulently inducing persons to invest money
Chapter 13 Punishment for personation for acquisition, etc., of securities
Chapter 14 Allotment of securities by company
Chapter 15 Securities to be dealt with in stock exchanges
Chapter 16 Offer or invitation for subscription of securities on private placement

Division 3
Share Capital and Debentures
Chapter 17 Certificate of shares
Chapter 18 Variation of shareholders’ rights
Chapter 19 Prohibition on issue of shares at discount
Chapter 20 Transfer and transmission of securities
Chapter 21 Punishment for personation of shareholder
Chapter 22 Refusal of registration and appeal against refusal
Chapter 23 Rectification of register of members
Chapter 24 Publication of authorised, subscribed and paid-up capital
Chapter 25 Notice to be given to registrar for alteration of share capital
Chapter 26 Reduction of share capital
Chapter 27 Restrictions on purchase by company or giving of loans by it for purchase of its shares
Chapter 28 Power of company to purchase its own securities
Chapter 29 Debentures

Division 4
Public Deposits
Chapter 30 Prohibition on acceptance of deposits from public
Chapter 31 Repayment of deposits, etc., accepted before commencement of this Act
Chapter 32 Damages for fraud
Division 5

Charges
Chapter 33 Punishment for contravention

Division 6
Registers and Returns
Chapter 34 Register of members, etc.
Chapter 35 Declaration in respect of beneficial interest in any share
Chapter 36 Power to close register of members or debenture-holders or other security holders
Chapter 37 Annual Return
Chapter 38 Place of keeping and inspection of registers, returns, etc.

Division 7
Meetings
Chapter 39 Punishment for default in complying with provisions of sections 96 to 98
Chapter 40 Statement to be annexed to notice
Chapter 41 Proxies
Chapter 42 Circulation of Members’ resolution
Chapter 43 Resolutions and agreements to be filed
Chapter 44 Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot
Chapter 45 Inspection of minute-books of general meeting
Chapter 46 Report on annual general meeting

Division 8
Dividend
Chapter 47 Unpaid dividend account
Chapter 48 Punishment for failure to distribute dividends

Division 9
Accounts
Chapter 49 Books of Account, etc., to be kept by company
Chapter 50 Financial Statement
Chapter 51 Professional or other misconduct by any member or firm of chartered accountants
Chapter 52 Financial Statement, Board’s report, etc.
Chapter 53 Corporate Social Responsibility
Chapter 54 Right of member to copies of audited financial statement
Chapter 55 Copy of financial statement/statements to be filed with Registrar

Division 10
Audit and Auditors
Chapter 56 Removal, resignation of auditor and giving of special notice
Chapter 57 Reporting of frauds to Central Government and powers and duties of auditors
Chapter 58 Punishment for contravention of sections 139 to 146
Chapter 59 Central Government to specify audit of items of cost in respect of certain companies

Division 11
Appointment and Qualification of Director
Chapter 60 Company to have Board of Directors
Chapter 61 Appointment of Directors
Chapter 62 Prohibition to obtain more than one Director Identification Number
Chapter 63 Director to intimate Director Identification Number
Chapter 64 Company to inform director identification number to registrar
Chapter 65 Obligation to indicate Director Identification Number
Chapter 66 Right of persons other than retiring directors to stand for directorship
Chapter 67 Appointment of additional director, alternate director and nominee director
Chapter 68 Appointment of directors to be voted individually
Chapter 69 Disqualifications for appointment of director
Chapter 70 Number of directorships
Chapter 71 Duties of directors
Chapter 72 Vacation of office of director
Chapter 73 Resignation of director
Chapter 74 Removal of directors
Chapter 75 Register of directors and key managerial personnel and their shareholding
Chapter 76 Members’ right to inspect

Division 12
Directors, Meeting of Board
Chapter 77 Meetings of Board
Chapter 78 Quorum for meetings of Board
Chapter 79 Passing of resolution by circulation

Division 13
Audit Committee
Chapter 80 Audit Committee
Chapter 81 Nomination and Remuneration Committee and Stakeholders Relationship committee

Division 14
Powers of Directors
Chapter 82 Powers of Board
Chapter 83 Restrictions on Powers of Board
Chapter 84 Prohibitions and restrictions regarding political contributions and contribution to bona fide and charitable funds, etc.
Chapter 85 Power of Board and other persons to make contributions to National Defence Fund, etc.
Chapter 86 Disclosure of interest by director
Chapter 87 Loan to Directors, etc.
Chapter 88 Loan and investment by company
Chapter 89 Investments of company to be held in its own name
Chapter 90 Related Party Transactions
Chapter 91 Register of contracts or arrangements in which directors are interested
Chapter 92 Contract of employment with managing or whole-time directors
Chapter 93 Payment to director for loss of office, etc., in connection with transfer of undertaking, property or shares
Chapter 94 Restriction on non-cash transactions involving directors
Chapter 95 Contract by One Person Company
Chapter 96 Prohibition on forward dealings in securities of company by director or key managerial personnel
Chapter 97 Prohibition on insider trading of securities
Chapter 98 Appointment of managing director, whole-time director or manager
Chapter 99 Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits
Chapter 100 Compensation for loss of office of managing or whole-time director or manager
Chapter 101 Appointment of key managerial personnel
Chapter 102 Secretarial audit for bigger companies

Division 15
Inquiry and Investigation
Chapter 103 Power to call for information, inspect books and conduct inquiries
Chapter 104 Conduct of inspection and inquiry
Chapter 105 Investigation into company’s affairs in other cases
Chapter 106 Procedure, powers, etc. of inspectors
Chapter 107 Freezing of assets of company on inquiry and investigation
Chapter 108 Imposition of restrictions upon securities
Chapter 109 Actions to be taken in pursuance of inspector’s report
Chapter 110 Penalty for furnishing false statement, mutilation, destruction of documents

Division 16
Compromises, Arrangements and Amalgamations
Chapter 111 Merger and amalgamation of companies
Chapter 112 Registration of offer of schemes involving transfer of shares
Chapter 113 Preservation of books and papers of amalgamated companies

Division 17
Oppression and Mismanagement
Chapter 114 Powers of Tribunal
Chapter 115 Consequence of termination or modification of certain agreements
Chapter 116 Class action
Chapter 117 Restrictions on making application under section 248 in certain situations
Chapter 118 Fraudulent application for removal of name
Chapter 119 Appeal to Tribunal

Division 18
Registered Valuers
Chapter 120 Valuation by registered valuers

Division 19
Winding Up of Companies
Chapter 121 Directions for filing statement of affairs and Promoters, directors, etc., to co-operate with Company Liquidator
Chapter 122 Dissolution of company by Tribunal
Chapter 123 Offences by officers of companies in liquidation
Chapter 124 Penalty for frauds by officers
Chapter 125 Liability where proper accounts not kept
Chapter 126 Liability for fraudulent conduct of business
Chapter 127 Power of Tribunal to assess damages against delinquent directors, etc.
Chapter 128 Liability under sections 339 and 340 to extend to partners or directors in firms or companies
Chapter 129 Prosecution of delinquent officers and members of company
Chapter 130 Statement that company is in liquidation
Chapter 131 Disposal of books and papers of company
Chapter 132 Information as to pending liquidations
Chapter 133 Liquidator to make returns, etc.
Chapter 134 Powers of Tribunal to declare dissolution of company void

Division 20
Foreign Company
Chapter 135 Application of Act to foreign companies

Division 21
Fee for Filing, Etc.
Chapter 136 Fee for filing, etc.

Division 22
Other Offences
Chapter 137 Power of Central Government to direct companies to furnish information or statistics
Chapter 138 Power to punish for contempt
Chapter 139 Punishment for false statement
Chapter 140 Punishment for false evidence
Chapter 141 Punishment where no specific penalty or punishment is provided
Chapter 142 Punishment/penalty in case of repeated default
Chapter 143 Punishment for wrongful withholding of property
Chapter 144 Punishment for improper use of “Limited” or “Private Limited”
Chapter 145 Dormant Company
Chapter 146 Prohibition of association or partnership of persons exceeding certain number

Division 23
Punishment for Fraud
Chapter 147 Punishment for fraud
Chapter 148 Factors for determining level of punishment and Lesser penalties for certain companies

Division 24
Compounding of Offences and Other Remedies
Chapter 149 Adjudication of Penalties
Chapter 150 Introduction to Compounding of Offences
Chapter 151 Compounding of Offences and Other Remedies under Company Law
Chapter 152 Special Courts under the Companies Act, 2013.

BOOK 2

BUSINESS EXEMPTIONS, EXPENDITURE & DEDUCTIONS