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99 | Punishment for Default in Complying with Provisions of Sections 96 to 98 | If any default is made in holding a meeting of the company in accordance with section 96 or section 97 or section 98 or in complying with any directions of the Tribunal, the company and every officer of the company who is in default shall be punishable with fine which may extend to one lakh rupees and in the case of a ... |
100 | Calling of Extraordinary General Meeting | (1) The Board may, whenever it deems fit, call an extraordinary general meeting of the company.
2Provided that an extraordinary general meeting of the company, other than of the wholly owned subsidiary of a company incorporated outside India, shall be held at a place within India.
**(2) The Board shall, at the re... |
101 | Notice of Meeting | (1) A general meeting of a company may be called by giving not less than clear 2twenty-one days' notice either in writing or through electronic mode in such manner as may be prescribed:
4Provided that a general meeting may be called after giving shorter notice than that specified in this sub-section if consent, in w... |
102 | Statement to be Annexed to Notice | (1) A statement setting out the following material facts concerning each item of special business to be transacted at a general meeting, shall be annexed to the notice calling such meeting, namely:—
(a) the nature of concern or interest, financial or otherwise, if any, in respect of each items of—
(i) every direc... |
103 | Quorum for Meetings | (1) Unless the articles of the company provide for a larger number,—
(a) in case of a public company,—
(i) five members personally present if the number of members as on the date of meeting is not more than one thousand;
(ii) fifteen members personally present if the number of members as on the date of meeting is mo... |
104 | Chairman of Meetings | (1) Unless the articles of the company otherwise provide, the members personally present at the meeting shall elect one of themselves to be the Chairman thereof on a show of hands.
(2) If a poll is demanded on the election of the Chairman, it shall be taken forthwith in accordance with the provisions of this Act and... |
105 | Proxies | (1) Any member of a company entitled to attend and vote at a meeting of the company shall be entitled to appoint another person as a proxy to attend and vote at the meeting on his behalf:
Provided that a proxy shall not have the right to speak at such meeting and shall not be entitled to vote except on a poll:
Pr... |
106 | Restriction on Voting Rights | (1) Notwithstanding anything contained in this Act, the articles of a company may provide that no member shall exercise any voting right in respect of any shares registered in his name on which any calls or other sums presently payable by him have not been paid, or in regard to which the company has exercised any right... |
107 | Voting by Show of Hands | (1) At any general meeting, a resolution put to the vote of the meeting shall, unless a poll is demanded under section 109 or the voting is carried out electronically, be decided on a show of hands.
(2) A declaration by the Chairman of the meeting of the passing of a resolution or otherwise by show of hands under su... |
108 | Voting through Electronic Means | The Central Government may prescribe the class or classes of companies and manner in which a member may exercise his right to vote by the electronic means. |
109 | Demand for Poll | (1) Before or on the declaration of the result of the voting on any resolution on show of hands, a poll may be ordered to be taken by the Chairman of the meeting on his own motion, and shall be ordered to be taken by him on a demand made in that behalf,—
(a) in the case a company having a share capital, by the membe... |
110 | Postal Ballot | (1) Notwithstanding anything contained in this Act, a company—
(a) shall, in respect of such items of business as the Central Government may, by notification, declare to be transacted only by means of postal ballot; and
(b) may, in respect of any item of business, other than ordinary business and any business in ... |
111 | Circulation of Members' Resolution | (1) A company shall, on requisition in writing of such number of members, as required in section 100,—
(a) give notice to members of any resolution which may properly be moved and is intended to be moved at a meeting; and
(b) circulate to members any statement with respect to the matters referred to in proposed r... |
112 | Representation of President and Governors in Meetings | (1) The President of India or the Governor of a State, if he is a member of a company, may appoint such person as he thinks fit to act as his representative at any meeting of the company or at any meeting of any class of members of the company.
(2) A person appointed to act under sub-section (1) shall, for the purpose... |
113 | Representation of Corporations at Meeting of Companies and of Creditors. | (1) A body corporate, whether a company within the meaning of this Act or not, may, —
(a) if it is a member of a company within the meaning of this Act, by resolution of its Board of Directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the company, ... |
114 | Ordinary and Special Resolutions | (1) A resolution shall be an ordinary resolution if the notice required under this Act has been duly given and it is required to be passed by the votes cast, whether on a show of hands, or electronically or on a poll, as the case may be, in favour of the resolution, including the casting vote, if any, of the Chairman, ... |
115 | Resolutions Requiring Special Notice | Where, by any provision contained in this Act or in the articles of a company, special notice is required of any resolution, notice of the intention to move such resolution shall be given to the company by such number of members holding not less than one per cent of total voting power or holding shares on which such ag... |
116 | Resolutions Passed at Adjourned Meeting. | Where a resolution is passed at an adjourned meeting of—
(a) a company; or
(b) the holders of any class of shares in a company; or
(c) the Board of Directors of a company,
the resolution shall, for all purposes, be treated as having been passed on the date on which it was in fact passed, and shall not be de... |
117 | Resolutions and Agreements to be Filed | (1) A copy of every resolution or any agreement, in respect of matters specified in sub-section (3) together with the explanatory statement under section 102, if any, annexed to the notice calling the meeting in which the resolution is proposed, shall be filed with the Registrar within 5&7thirty days of the passing or ... |
118 | Minutes of Proceedings of General Meeting, Meeting of Board of Directors and Other Meeting and Resolutions Passed by Postal Ballot | (1) Every company shall cause minutes of the proceedings of every general meeting of any class of shareholders or creditors, and every resolution passed by postal ballot and every meeting of its Board of Directors or of every committee of the Board, to be prepared and signed in such manner as may be prescribed and kept... |
119 | Inspection of Minute-Books of General Meeting | (1) The books containing the minutes of the proceedings of any general meeting of a company or of a resolution passed by postal ballot, shall—
(a) be kept at the registered office of the company; and
(b) be open, during business hours, to the inspection by any member without charge, subject to such reasonable res... |
120 | Maintenance and Inspection of Documents in Electronic Form | Without prejudice to any other provisions of this Act, any document, record, register, minutes, etc.,—
(a) required to be kept by a company; or
(b) allowed to be inspected or copies to be given to any person by a company under this Act, may be kept or inspected or copies given, as the case may be, in electronic form ... |
121 | Report on Annual General Meeting | (1) Every listed public company shall prepare in the prescribed manner a report on each annual general meeting including the confirmation to the effect that the meeting was convened, held and conducted as per the provisions of this Act and the rules made thereunder.
(2) The company shall file with the Registrar a co... |
122 | Applicability of this Chapter to One Person Company | (1) The provisions of section 98 and sections 100 to 111 (both inclusive) shall not apply to a One Person Company.
(2) The ordinary businesses as mentioned under clause (a) of sub-section (2) of section 102 which a company, other than a One Person Company, is required to transact at its annual general meeting, shall... |
123 | Declaration of Dividend | (1) No dividend shall be declared or paid by a company for any financial year except—
(a) out of the profits of the company for that year arrived at after providing for depreciation in accordance with the provisions of sub-section (2), or out of the profits of the company for any previous financial year or years arr... |
124 | Unpaid Dividend Account | (1) Where a dividend has been declared by a company but has not been paid or claimed within thirty days from the date of the declaration to any shareholder entitled to the payment of the dividend, the company shall, within seven days from the date of expiry of the said period of thirty days, transfer the total amount o... |
125 | Investor Education and Protection Fund. | (1) The Central Government shall establish a Fund to be called the Investor Education and Protection Fund (herein referred to as the Fund).
#(2) There shall be credited to the Fund—
(a) the amount given by the Central Government by way of grants after due appropriation made by Parliament by law in this behalf for bei... |
126 | Right to Dividend, Rights Shares and Bonus Shares to be Held in Abeyance Pending Registration of Transfer of Shares | Where any instrument of transfer of shares has been delivered to any company for registration and the transfer of such shares has not been registered by the company, it shall, notwithstanding anything contained in any other provision of this Act,—
(a) transfer the dividend in relation to such shares to the Unpaid Di... |
127 | Punishment for Failure to Distribute Dividends | Where a dividend has been declared by a company but has not been paid or the warrant in respect thereof has not been posted within thirty days from the date of declaration to any shareholder entitled to the payment of the dividend, every director of the company shall, if he is knowingly a party to the default, be punis... |
128 | Books of Account, etc., to be kept by Company | (1) Every company shall prepare and keep at its registered office books of account and other relevant books and papers and financial statement for every financial year which give a true and fair view of the state of the affairs of the company, including that of its branch office or offices, if any, and explain the tran... |
129 | Financial Statement | (1) The financial statements shall give a true and fair view of the state of affairs of the company or companies, comply with the accounting standards notified under section133 and shall be in the form or forms as may be provided for different class or classes of companies in Schedule III:
Provided that the items co... |
129A | Periodical financial results | The Central Government may, require such class or classes of unlisted companies, as may be prescribed,—
(a) to prepare the financial results of the company on such periodical basis and in such form as may be prescribed;
(b) to obtain approval of the Board of Directors and complete audit or limited review of such ... |
130 | Re-opening of Accounts on Court’s or Tribunal’s Orders | (1) A company shall not re-open its books of account and not recast its financial statements, unless an application in this regard is made by the Central Government, the Income-tax authorities, the Securities and Exchange Board, any other statutory regulatory body or authority or any person concerned and an order is ma... |
131 | Voluntary Revision of Financial Statements or Board’s Report | (1) If it appears to the directors of a company that—
(a) the financial statement of the company; or
(b) the report of the Board,
do not comply with the provisions of section 129 or section 134 they may prepare revised financial statement or a revised report in respect of any of the three preceding financial yea... |
132 | Constitution of National Financial Reporting Authority | (1) The Central Government may, by notification, constitute a National Financial Reporting Authority to provide for matters relating to accounting and auditing standards under this Act.
7 (1A) The National Financial Reporting Authority shall perform its functions through such divisions as may be prescribed.
***(2... |
133 | Central Government to Prescribe Accounting Standards | The Central Government may prescribe the standards of accounting or any addendum thereto, as recommended by the Institute of Chartered Accountants of India, constituted under section 3 of the Chartered Accountants Act, 1949, in consultation with and after examination of the recommendations made by the National Financia... |
134 | Financial Statement, Board’s Report, etc. | (1) The financial statement, including consolidated financial statement, if any, shall be approved by the Board of Directors before they are signed on behalf of the Board by the chairperson of the company where he is authorised by the Board or by two directors out of which one shall be managing director, if any, and th... |
135 | Corporate Social Responsibility | (1) Every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during 3the immediately preceding financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more di... |
136 | Right of Member to Copies of Audited Financial Statement | (1) 3Omitted, a copy of the financial statements, including consolidated financial statements, if any, auditor’s report and every other document required by law to be annexed or attached to the financial statements, which are to be laid before a company in its general meeting, shall be sent to every member of the compa... |
137 | Copy of Financial Statement to be Filed with Registrar | (1) A copy of the financial statements, including consolidated financial statement, if any, along with all the documents which are required to be or attached to such financial statements under this Act, duly adopted at the annual general meeting of the company, shall be filed with the Registrar within thirty days of th... |
138 | Internal Audit | (1) Such class or classes of companies as may be prescribed shall be required to appoint an internal auditor, who shall either be a chartered accountant or a cost accountant, or such other professional as may be decided by the Board to conduct internal audit of the functions and activities of the company.
(2) The Cent... |
139 | Appointment of Auditors | (1) Subject to the provisions of this Chapter, every company shall, at the first annual general meeting, appoint an individual or a firm as an auditor who shall hold office from the conclusion of that meeting till the conclusion of its sixth annual general meeting and thereafter till the conclusion of every sixth meeti... |
140 | Removal, Resignation of Auditor and Giving of Special Notice | (1) The auditor appointed under section 139 may be removed from his office before the expiry of his term only by a special resolution of the company, after obtaining the previous approval of the #Central Government in that behalf in the prescribed manner:
Provided that before taking any action under this sub-section, ... |
141 | Eligibility, Qualifications and Disqualifications of Auditors | (1) A person shall be eligible for appointment as an auditor of a company only if he is a chartered accountant:
Provided that a firm whereof majority of partners practising in India are qualified for appointment as aforesaid may be appointed by its firm name to be auditor of a company.
(2) Where a firm including a ... |
142 | Remuneration of Auditors | (1) The remuneration of the auditor of a company shall be fixed in its general meeting or in such manner as may be determined therein:
Provided that the Board may fix remuneration of the first auditor appointed by it.
(2) The remuneration under sub-section (1) shall, in addition to the fee payable to an auditor, in... |
143 | Powers and Duties of Auditors and Auditing Standards | (1) Every auditor of a company shall have a right of access at all times to the books of account and vouchers of the company, whether kept at the registered office of the company or at any other place and shall be entitled to require from the officers of the company such information and explanation as he may consider n... |
144 | Auditor not to Render Certain Services | An auditor appointed under this Act shall provide to the company only such other services as are approved by the Board of Directors or the audit committee, as the case may be, but which shall not include any of the following services (whether such services are rendered directly or indirectly to the company or its holdi... |
145 | Auditor to Sign Audit Reports, etc. | The person appointed as an auditor of the company shall sign the auditor’s report or sign or certify any other document of the company in accordance with the provisions of sub-section (2) of section 141, and the qualifications, observations or comments on financial transactions or matters, which have any adverse effect... |
146 | Auditors to Attend General Meeting | All notices of, and other communications relating to, any general meeting shall be forwarded to the auditor of the company, and the auditor shall, unless otherwise exempted by the company, attend either by himself or through his authorised representative, who shall also be qualified to be an auditor, any general meetin... |
147 | Punishment for Contravention | (1) If any of the provisions of sections 139 to 146 (both inclusive) is contravened, the company shall be punishable with fine which shall not be less than twenty-five thousand rupees but which may extend to five lakh rupees and every officer of the company who is in default shall be punishable 5Omitted with fine which... |
148 | Central Government to Specify Audit of Items of Cost in Respect of Certain Companies | (1) Notwithstanding anything contained in this Chapter, the Central Government may, by order, in respect of such class of companies engaged in the production of such goods or providing such services as may be prescribed, direct that particulars relating to the utilisation of material or labour or to other items of cost... |
149 | Company to have Board of Directors | (1) Every company shall have a Board of Directors consisting of individuals as directors and shall have—
(a) a minimum number of three directors in the case of a public company, two directors in the case of a private company, and one director in the case of a One Person Company; and
3&10(b) a maximum of fifteen direc... |
150 | Manner of Selection of Independent Directors and Maintenance of Databank of Independent Directors | (1) Subject to the provisions contained in sub-section (5) of section 149, an independent director may be selected from a data bank containing names, addresses and qualifications of persons who are eligible and willing to act as independent directors, maintained by any body, institute or association, as may by notified... |
151 | Appointment of Director Elected by Small Shareholders | A listed company may have one director elected by such small shareholders in such manner and with such terms and conditions as may be prescribed.
Explanation.—For the purposes of this section “small shareholders” means a shareholder holding shares of nominal value of not more than twenty thousand rupees or such other ... |
152 | Appointment of Directors | (1) Where no provision is made in the articles of a company for the appointment of the first director, the subscribers to the memorandum who are individuals shall be deemed to be the first directors of the company until the directors are duly appointed and in case of a One Person Company an individual being member shal... |
153 | Application for Allotment of Director Identification Number | Every individual intending to be appointed as director of a company shall make an application for allotment of Director Identification Number to the Central Government in such form and manner and along with such fees as may be prescribed.
1Provided that the Central Government may prescribe any identification number wh... |
154 | Allotment of Director Identification Number | The Central Government shall, within one month from the receipt of the application under section 153, allot a Director Identification Number to an applicant in such manner as may be prescribed. |
155 | Prohibition to Obtain More than One Director Identification Number | No individual, who has already been allotted a Director Identification Number under section 154, shall apply for, obtain or possess another Director Identification Number |
156 | Director to Intimate Director Identification Number | Every existing director shall, within one month of the receipt of Director Identification Number from the Central Government, intimate his Director Identification Number to the company or all companies wherein he is a director. |
157 | Company to Inform Director Identification Number to Registrar | (1) Every company shall, within fifteen days of the receipt of intimation under section 156, furnish the Director Identification Number of all its directors to the Registrar or any other officer or authority as may be specified by the Central Government with such fees as may be prescribed or with such additional fees a... |
158 | Obligation to Indicate Director Identification Number | Every person or company, while furnishing any return, information or particulars as are required to be furnished under this Act, shall mention the Director Identification Number in such return, information or particulars in case such return, information or particulars relate to the director or contain any reference of ... |
159 | Penalty for Default of Certain Provisions | If any individual or director of a company makes any default in complying with any of the provisions of section 152, section 155 and section 156, such individual or director of the company shall be liable to a penalty which may extend to fifty thousand rupees and where the default is a continuing one, with a further pe... |
160 | Right of Persons Other than Retiring Directors to Stand for Directorship | (1) A person who is not a retiring director in terms of section 152 shall, subject to the provisions of this Act, be eligible for appointment to the office of a director at any general meeting, if he, or some member intending to propose him as a director, has, not less than fourteen days before the meeting, left at the... |
161 | Appointment of Additional Director, Alternate Director and Nominee Director | (1) The articles of a company may confer on its Board of Directors the power to appoint any person, other than a person who fails to get appointed as a director in a general meeting, as an additional director at any time who shall hold office up to the date of the next annual general meeting or the last date on which t... |
162 | Appointment of Directors to be Voted Individually | (1) At a general meeting of a company, a motion for the appointment of two or more persons as directors of the company by a single resolution shall not be moved unless a proposal to move such a motion has first been agreed to at the meeting without any vote being cast against it.
(2) A resolution moved in contravent... |
163 | Option to Adopt Principle of Proportional Representation for Appointment of Directors | Notwithstanding anything contained in this Act, the articles of a company may provide for the appointment of not less than two-thirds of the total number of the directors of a company in accordance with the principle of proportional representation, whether by the single transferable vote or by a system of cumulative vo... |
164 | Disqualifications for Appointment of Director | (1) A person shall not be eligible for appointment as a director of a company, if —
(a) he is of unsound mind and stands so declared by a competent court;
(b) he is an undischarged insolvent;
(c) he has applied to be adjudicated as an insolvent and his application is pending;
(d) he has been convicted by a court of... |
165 | Number of Directorships | (1) No person, after the commencement of this Act, shall hold office as a director, including any alternate directorship, in more than twenty companies at the same time:
Provided that the maximum number of public companies in which a person can be appointed as a director shall not exceed ten.
Explanation I — For ... |
167 | Vacation of Office of Director | (1) The office of a director shall become vacant in case—
(a) he incurs any of the disqualifications specified in section 164;
1Provided that where he incurs disqualification under sub-section (2) of section 164, the office of the director shall become vacant in all the companies, other than the company which is i... |
168 | Resignation of Director | (1) A director may resign from his office by giving a notice in writing to the company and the Board shall on receipt of such notice take note of the same and the company shall intimate the Registrar in such manner, within such time and in such form as may be prescribed and shall also place the fact of such resignation... |
169 | Removal of directors | (1) A company may, by ordinary resolution, remove a director, not being a director appointed by the Tribunal under section 242, before the expiry of the period of his office after giving him a reasonable opportunity of being heard:
1Provided that an independent director re-appointed for second term under sub-section... |
170 | Register of Directors and key Managerial Personnel and their Shareholding | (1) Every company shall keep at its registered office a register containing such particulars of its directors and key managerial personnel as may be prescribed, which shall include the details of securities held by each of them in the company or its holding, subsidiary, subsidiary of company’s holding company or associ... |
171 | Members’ Right to Inspect | (1) The register kept under sub-section (1) of section 170,—
(a) shall be open for inspection during business hours and the members shall have a right to take extracts therefrom and copies thereof, on a request by the members, be provided to them free of cost within thirty days; and
(b) shall also be kept open for insp... |
172 | Penalty | If a company is in default in complying with any of the provisions of this Chapter and for which no specific penalty or punishment is provided therein, the company and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees, and in case of continuing failure, with a further ... |
173 | Meetings of Board | (1) Every company shall hold the first meeting of the Board of Directors within thirty days of the date of its incorporation and thereafter hold a minimum number of four meetings of its Board of Directors every year in such a manner that not more than one hundred and twenty days shall intervene between two consecutive ... |
174 | Quorum for Meetings of Board | (1) The quorum for a meeting of the Board of Directors of a company shall be 1one third of its total strength or two directors, whichever is higher, and the participation of the directors by video conferencing or by other audio visual means shall also be counted for the purposes of quorum under this sub-section.
(2)... |
175 | Passing of Resolution by Circulation | (1) No resolution shall be deemed to have been duly passed by the Board or by a committee thereof by circulation, unless the resolution has been circulated in draft, together with the necessary papers, if any, to all the directors, or members of the committee, as the case may be, at their addresses registered with the ... |
176 | Defects in Appointment of Directors not to Invalidate Actions Taken | No act done by a person as a director shall be deemed to be invalid, notwithstanding that it was subsequently noticed that his appointment was invalid by reason of any defect or disqualification or had terminated by virtue of any provision contained in this Act or in the articles of the company:
Provided that nothin... |
177 | Audit Committee | (1) The Board of Directors of 5every listed public company and such other class or classes of companies, as may be prescribed, shall constitute an Audit Committee.
(2) The Audit Committee shall consist of a minimum of three directors 2with independent directors forming a majority:
Provided that majority of member... |
178 | Nomination and Remuneration Committee and Stakeholders Relationship Committee | (1) The Board of Directors of4every listed public company and such other class or classes of companies, as may be prescribed shall constitute the Nomination and Remuneration
Committee consisting of three or more non-executive directors out of which not less than one-half shall be independent directors:
Provided that ... |
179 | Powers of Board | (1) The Board of Directors of a company shall be entitled to exercise all such powers, and to do all such acts and things, as the company is authorised to exercise and do:
Provided that in exercising such power or doing such act or thing, the Board shall be subject to the provisions contained in that behalf in this Ac... |
180 | Restrictions on Powers of Board | (1) The Board of Directors of a company shall exercise the following powers only with the consent of the company by a special resolution, namely:—
(a) to sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the company or where the company owns more than one undertaking, of th... |
181 | Company to Contribute to Bona Fide and Charitable Funds etc | The Board of Directors of a company may contribute to bona fide charitable and other funds:
Provided that prior permission of the company in general meeting shall be required for such contribution in case any amount the aggregate of which, in any financial year, exceed five per cent. of its average net profits for t... |
182 | Prohibitions and Restrictions Regarding Political Contributions | (1) Notwithstanding anything contained in any other provision of this Act, a company, other than a Government company and a company which has been in existence for less than three financial years, may contribute any amount directly or indirectly to any political party:
1Omitted
Provided 2Omitted that no such cont... |
183 | Power of Board and Other Persons to Make Contributions to National Defence Fund, etc. | (1) The Board of Directors of any company or any person or authority exercising the powers of the Board of Directors of a company, or of the company in general meeting, may, notwithstanding anything contained in sections 180, 181 and section 182 or any other provision of this Act or in the memorandum, articles or any o... |
184 | Disclosure of Interest by Director | (1) Every director shall at the first meeting of the Board in which he participates as a director and thereafter at the first meeting of the Board in every financial year or whenever there is any change in the disclosures already made, then at the first Board meeting held after such change, disclose his concern or inte... |
185 | Loan to Directors, etc. | (1) No company shall, directly or indirectly, advance any loan, including any loan represented by a book debt to, or give any guarantee or provide any security in connection with any loan taken by,—
(a) any director of company, or of a company which is its holding company or any partner or relative of any such direc... |
186 | Loan and Investment by Company | (1) Without prejudice to the provisions contained in this Act, a company shall unless otherwise prescribed, make investment through not more than two layers of investment companies:
Provided that the provisions of this sub-section shall not affect,—
(i) a company from acquiring any other company incorporated in a cou... |
187 | Investments of Company to be Held in its Own Name | (1) All investments made or held by a company in any property, security or other asset shall be made and held by it in its own name:
Provided that the company may hold any shares in its subsidiary company in the name of any nominee or nominees of the company, if it is necessary to do so, to ensure that the number of m... |
188 | Related Party Transactions | (1) Except with the consent of the Board of Directors given by a resolution at a meeting of the Board and subject to such conditions as may be prescribed, no company shall enter into any contract or arrangement with a related party with respect to—
(a) sale, purchase or supply of any goods or materials;
(b) selling o... |
189 | Register of Contracts or Arrangements in Which Directors are Interested | (1) Every company shall keep one or more registers giving separately the particulars of all contracts or arrangements to which sub-section (2) of section 184 or section 188 applies, in such manner and containing such particulars as may be prescribed and after entering the particulars, such register or registers shall b... |
190 | Contract of Employment with Managing or Whole-Time Directors | (1) Every company shall keep at its registered office,—
(a) where a contract of service with a managing or whole-time director is in writing, a copy of the contract; or
(b) where such a contract is not in writing, a written memorandum setting out its terms.
(2) The copies of the contract or the memorandum kept under... |
191 | Payment to Director for Loss of Office, etc., in Connection with Transfer of Undertaking, Property or Shares | (1) No director of a company shall, in connection with—
(a) the transfer of the whole or any part of any undertaking or property of the company; or
(b) the transfer to any person of all or any of the shares in a company being a transfer resulting from—
(i) an offer made to the general body of shareholders;
(ii) an ... |
192 | Restriction on Non-cash Transactions Involving Directors | (1) No company shall enter into an arrangement by which—
(a) a director of the company or its holding, subsidiary or associate company or a person connected with him acquires or is to acquire assets for consideration other than cash, from the company; or
(b) the company acquires or is to acquire assets for considerat... |
193 | Contract by One Person Company | (1) Where One Person Company limited by shares or by guarantee enters into a contract with the sole member of the company who is also the director of the company, the company shall, unless the contract is in writing, ensure that the terms of the contract or offer are contained in a memorandum or are recorded in the min... |
196 | Appointment of Managing Director, Whole-time Director or Manager | (1) No company shall appoint or employ at the same time a managing director and a manager.
2(2) No company shall appoint or re-appoint any person as its managing director, whole-time director or manager for a term exceeding five years at a time:
Provided that no re-appointment shall be made earlier than one year befor... |
197 | Overall Maximum Managerial Remuneration and Managerial Remuneration in Case of Absence or Inadequacy of Profits | (1) The total managerial remuneration payable by a public company, to its directors, including managing director and whole-time director, and its manager in respect of any financial year shall not exceed eleven per cent. of the net profits of that company for that financial year computed in the manner laid down in sect... |
198 | Calculation of Profits | (1) In computing the net profits of a company in any financial year for the purpose of section 197,—
(a) credit shall be given for the sums specified in sub-section (2), and credit shall not be given for those specified in sub-section (3); and
(b) the sums specified in sub-section (4) shall be deducted, and those sp... |
199 | Recovery of Remuneration in Certain Cases | Without prejudice to any liability incurred under the provisions of this Act or any other law for the time being in force, where a company is required to re-state its financial statements due to fraud or non-compliance with any requirement under this Act and the rules made thereunder, the company shall recover from any... |
200 | Central Government or Company to Fix Limit with Regard to Remuneration | Notwithstanding anything contained in this Chapter, 1Omitted a company may, while according its approval under section 196, to any appointment or to any remuneration under section 197 in respect of cases where the company has inadequate or no profits, fix the remuneration within the limits specified in this Act, at suc... |
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