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393 | Company's Failure to Comply with Provisions of This Chapter Not to Affect Validity of Contracts, etc. | Any failure by a company to comply with the provisions of this Chapter shall not affect the validity of any contract, dealing or transaction entered into by the company or its liability to be sued in respect thereof, but the company shall not be entitled to bring any suit, claim any set-off, make any counter-claim or i... |
393A | Exemptions under this Chapter | The Central Government may, by notification, exempt any class of-
(a) foreign companies;
(b) companies incorporated or to be incorporated outside India, whether the company has or has not established, or when formed may or may not establish, a place of business in India,
as may be specified in the notification, from... |
394 | Annual Reports on Government Companies | (1) Where the Central Government is a member of a Government company, the Central Government shall cause an annual report on the working and affairs of that company to be—
(a) prepared within three months of its annual general meeting before which the comments given by the Comptroller and Auditor-General of India and t... |
395 | Annual Reports Where One or More State Governments are Members of Companies | (1) Where the Central Government is not a member of a Government company, every State Government which is a member of that company, or where only one State Government is a member of the company, that State Government shall cause an annual report on the working and affairs of the company to be—
(a) prepared within the t... |
396 | Registration Offices | (1) For the purposes of exercising such powers and discharging such functions as are conferred on the Central Government by or under this Act or under the rules made thereunder and for the purposes of registration of companies under this Act, the Central Government shall, by notification, establish such number of offic... |
397 | Admissibility of Certain Documents as Evidence | Notwithstanding anything contained in any other law for the time being in force, any document reproducing or derived from returns and documents filed by a company with the Registrar on paper or in electronic form or stored on any electronic data storage device orcomputer readable media by the Registrar, and authenticat... |
398 | Provisions Relating to Filing of Applications, Documents, Inspection, etc., in Electronic Form | (1) Notwithstanding anything to the contrary contained in this Act, and without prejudice to the provisions contained in section 6 of the Information Technology Act, 2000, the Central Government may make rules so as to require from such date as may be prescribed in the rules that—
(a) such applications, balance sheet, ... |
399 | Inspection, Production and Evidence of Documents Kept by Registrar | (1) Save as otherwise provided elsewhere in this Act, any person may—
(a) inspect by electronic means any documents kept by the Registrar in accordance with the rules made, being documents filed or registered by him in pursuance of this Act, or making a record of any fact required or authorised to be recorded or regist... |
400 | Electronic Form to be Exclusive, Alternative or in Addition to Physical Form | The Central Government may also provide in the rules made under section 398 and section 399 that the electronic form for the purposes specified in these sections shall be exclusive, or in the alternative or in addition to the physical form, therefor. |
401 | Provision of Value Added Services Through Electronic Form | The Central Government may provide such value added services through the electronic form and levy such fee thereon as may be prescribed. |
402 | Application of Provisions of Information Technology Act, 2000 | All the provisions of the Information Technology Act, 2000 relating to the electronic records, including the manner and format in which the electronic records shall be filed, in so far as they are not inconsistent with this Act, shall apply in relation to the records in electronic form specified under section 398. |
403 | Fee for Filing, etc. | (1) Any document, required to be submitted, filed, registered or recorded, or any fact or information required or authorised to be registered under this Act, shall be submitted, filed, registered or recorded within the time specified in the relevant provision on payment of such fee as may be prescribed:
2[Provided that... |
404 | Fees, etc., to be Credited into Public Account. | All fees, charges and other sums received by any Registrar, Additional, Joint, Deputy or Assistant Registrar or any other officer of the Central Government in pursuance of any provision of this Act shall be paid into the public account of India in the Reserve Bank of India. |
405 | Power of Central Government to Direct Companies to Furnish Information or Statistics. | (1) The Central Government may, by order, require companies generally, or any class of companies, or any company, to furnish such information or statistics with regard to their or its constitution or working, and within such time, as may be specified in the order.
(2) Every order under sub-section (1)shall be publishe... |
406 | Power to Modify Act in its Application to Nidhis | (1) In this section, "Nidhi" or "Mutual Benefit Society" means a company which the Central Government may, by notification in the Official Gazette, declare to be a Nidhi or Mutual Benefit Society, as the case may be.
(2) The Central Government may, by notification in the Official Gazette, direct that any of the provis... |
407 | Definitions | In this Chapter, unless the context otherwise requires,—
(a) “Chairperson” means the Chairperson of the Appellate Tribunal;
(b) “Judicial Member” means a member of the Tribunal or the Appellate Tribunal appointed as such and includes the President or the Chairperson, as the case may be;
(c)“Member” means a member, whet... |
408 | Constitution of National Company Law Tribunal | The Central Government shall, by notification, constitute, with effect from such date as may be specified therein, a Tribunal to be known as the National Company Law Tribunal consisting of a President and such number of Judicial and Technical members, as the Central Government may deem necessary, to be appointed by it ... |
409 | Qualification of President and Members of Tribunal. | (1) The President shall be a person who is or has been a Judge of a High Court for five years.
(2) A person shall not be qualified for appointment as a Judicial Member unless he—
(a) is, or has been, a judge of a High Court; or
(b) is, or has been, a District Judge for at least five years; or
(c) has, for at least ten... |
410 | Constitution of Appellate Tribunal. | The Central Government shall, by notification, constitute, with effect from such date as may be specified therein, an Appellate Tribunal to be known as the National Company Law Appellate Tribunal consisting of a chairperson and such number of Judicial and Technical Members, 3[Omitted], as the Central Government may dee... |
411 | Qualifications of Chairperson and Members of Appellate Tribunal. | (1) The chairperson shall be a person who is or has been a Judge of the Supreme Court or the Chief Justice of a High Court.
(2) A Judicial Member shall be a person who is or has been a Judge of a High Court or is a Judicial Member of the Tribunal for five years.
1[(3) A technical member shall be a person of proven ab... |
412 | Selection of Members of Tribunal and Appellate Tribunal. | (1) The President of the Tribunal and the chairperson and Judicial Members of the Appellate Tribunal, shall be appointed after consultation with the Chief Justice of India.
1[(2) The Members of the Tribunal and the Technical Members of the Appellate Tribunal shall be appointed on the recommendation of a Selection Comm... |
413 | Term of Office of President, Chairperson and Other Members. | (1) The President and every other Member of the Tribunal shall hold office as such for a term of five years from the date on which he enters upon his office, but shall be eligible for re-appointment for another term of five years.
(2) A Member of the Tribunal shall hold office as such until he attains,—
(a) in the cas... |
414 | Salary, Allowances and Other Terms and Conditions of Service of Members. | The salary, allowances and other terms and conditions of service of the Members of the Tribunal and the Appellate Tribunal shall be such as may be prescribed:
Provided that neither the salary and allowances nor the other terms and conditions of service of the Members shall be varied to their disadvantage after their a... |
415 | Acting President and Chairperson of Tribunal or Appellate Tribunal | (1) In the event of the occurrence of any vacancy in the office of the President or the Chairperson by reason of his death, resignation or otherwise, the senior-most Member shall act as the President or the Chairperson, as the case may be, until the date on which a new President or Chairperson appointed in accordance w... |
416 | Resignation of Members | The President, the Chairperson or any Member may, by notice in writing under his hand addressed to the Central Government, resign from his office:
Provided that the President, the Chairperson, or the Member shall continue to hold office until the expiry of three months from the date of receipt of such notice by the Ce... |
417 | Removal of Members | (1) The Central Government may, after consultation with the Chief Justice of India, remove from office the President, Chairperson or any Member, who—
(a) has been adjudged an insolvent; or
(b) has been convicted of an offence which, in the opinion of the Central Government, involves moral turpitude; or
(c) has become p... |
417A | null | Notwithstanding anything contained in this Act, the qualifications, appointment, term of office, salaries and allowances, resignation, removal and other terms and conditions of service of the Chairperson and other Members of the Appellate Tribunal appointed after the commencement of 2[the Tribunal Reforms Act, 2021, sh... |
418 | Staff of Tribunal and Appellate Tribunal | (1) The Central Government shall, in consultation with the Tribunal and the Appellate Tribunal, provide the Tribunal and the Appellate Tribunal, as the case may be, with such officers and other employees as may be necessary for the exercise of the powers and discharge of the functions of the Tribunal and the Appellate ... |
418A | Benches of Appellate Tribunal | (1) The powers of the Appellate Tribunal may be exercised by the Benches thereof to be constituted by the Chairperson:
Provided that a Bench of the Appellate Tribunal shall have at least one Judicial Member and one Technical Member.
(2) The Benches of the Appellate Tribunal shall ordinarily sit at New Delhi or su... |
419 | Benches of Tribunal | (1)There shall be constituted such number of Benches of the Tribunal, as may, by notification, be specified by the Central Government.
(2) The Principal Bench of the Tribunal shall be at New Delhi which shall be presided over by the President of the Tribunal.
(3) The powers of the Tribunal shall be exercisable by Ben... |
420 | Orders of Tribunal | (1) The Tribunal may, after giving the parties to any proceeding before it, a reasonable opportunity of being heard, pass such orders thereon as it thinks fit.
(2) The Tribunal may, at any time within two years from the date of the order, with a view to rectifying any mistake apparent from the record, amend any order ... |
421 | Appeal from Orders of Tribunal | (1) Any person aggrieved by an order of the Tribunal may prefer an appeal to the Appellate Tribunal.
(2) No appeal shall lie to the Appellate Tribunal from an order made by the Tribunal with the consent of parties.
(3) Every appeal under sub-section (1) shall be filed within a period of forty-five days from the date ... |
422 | Expeditious Disposal by Tribunal and Appellate Tribunal | (1) Every application or petition presented before the Tribunal and every appeal filed before the Appellate Tribunal shall be dealt with and disposed of by it as expeditiously as possible and every endeavour shall be made by the Tribunal or the Appellate Tribunal, as the case may be, for the disposal of such applicatio... |
423 | Appeal to Supreme Court | Any person aggrieved by any order of the Appellate Tribunal may file an appeal to the Supreme Court within sixty days from the date of receipt of the order of the Appellate Tribunal to him on any question of law arising out of such order:
Provided that the Supreme Court may, if it is satisfied that the appellant was p... |
424 | Procedure Before Tribunal and Appellate Tribunal | (1) The Tribunal and the Appellate Tribunal shall not, while disposing of any proceeding before it or, as the case may be, an appeal before it, be bound by the procedure laid down in the Code of Civil Procedure, 1908, but shall be guided by the principles of natural justice, and, subject to the other provisions of this... |
425 | Power to Punish for Contempt | The Tribunal and the Appellate Tribunal shall have the same jurisdiction, powers and authority in respect of contempt of themselves as the High Court has and may exercise, for this purpose, the powers under the provisions of the Contempt of Courts Act, 1971, which shall have the effect subject to modifications that—
(a... |
426 | Delegation of Powers | The Tribunal or the Appellate Tribunal may, by general or special order, direct, subject to such conditions, if any, as may be specified in the order, any of its officers or employees or any other person authorised by it to inquire into any matter connected with any proceeding or, as the case may be, appeal before it a... |
427 | President, Members, Officers, etc., to be Public Servants | The President, Members, officers and other employees of the Tribunal and the Chairperson, Members, officers and other employees of the Appellate Tribunal shall be deemed to be public servants within the meaning of section 21 of the Indian Penal Code. |
428 | Protection of Action Taken in Good Faith | No suit, prosecution or other legal proceeding shall lie against the Tribunal, the President, Member, officer or other employee, or against the Appellate Tribunal, the Chairperson, Member, officer or other employees thereof or liquidator or any other person authorised by the Tribunal or the Appellate Tribunal for the d... |
429 | Power to Seek Assistance of Chief Metropolitan Magistrate, etc | (1) The Tribunal may, in any proceedings for winding up of a company under this Act or in any proceedings under the Insolvency and Bankruptcy Code, 2016, in order to take into custody or under its control all property, books of account or other documents, request, in writing, the Chief Metropolitan Magistrate, Chief Ju... |
430 | Civil Court Not to Have Jurisdiction | No civil court shall have jurisdiction to entertain any suit or proceeding in respect of any matter which the Tribunal or the Appellate Tribunal is empowered to determine by or under this Act or any other law for the time being in force and no injunction shall be granted by any court or other authority in respect of an... |
431 | Vacancy in Tribunal or Appellate Tribunal Not to Invalidate Acts or Proceedings | No act or proceeding of the Tribunal or the Appellate Tribunal shall be questioned or shall be invalid merely on the ground of the existence of any vacancy or defect in the constitution of the Tribunal or the Appellate Tribunal, as the case may be. |
432 | Right to Legal Representation | A party to any proceeding or appeal before the Tribunal or the Appellate Tribunal, as the case may be, may either appear in person or authorise one or more chartered accountants or company secretaries or cost accountants or legal practitioners or any other person to present his case before the Tribunal or the Appellate... |
433 | Limitation | The provisions of the Limitation Act, 1963 shall, as far as may be, apply to proceedings or appeals before the Tribunal or the Appellate Tribunal, as the case may be. |
434 | Transfer of Certain Pending Proceedings. | (1) On such date as may be notified by the Central Government in this behalf,—
(a) all matters, proceedings or cases pending before the Board of Company Law Administration (herein in this section referred to as the Company Law Board) constituted under sub-section (1) of section 10E of the Companies Act, 1956 (1 of 195... |
435 | Establishment of Special Courts | (1) The Central Government may, for the purpose of providing speedy trial of 5[offences under this Act, except under section 452,by notification] establish or designate as many **Special Courts as may be necessary.
(2) A **Special Court shall consist of—
(a) a single judge holding office as Session Judge or Addition... |
436 | Offences Triable by Special Courts | (1) Notwithstanding anything contained in the Code of Criminal Procedure, 1973,—
(a) 1[all offences specified under sub-section (1) of section 435] shall be triable only by the Special Court established for the area in which the registered office of the company in relation to which the offence is committed or where the... |
437 | Appeal and Revision | The High Court may exercise, so far as may be applicable, all the powers conferred by Chapters XXIX and XXX of the Code of Criminal Procedure, 1973 on a High Court, as if a Special Court within the local limits of the jurisdiction of the High Court were a Court of Session trying cases within the local limits of the jur... |
438 | Application of Code to Proceedings Before Special Court | Save as otherwise provided in this Act, the provisions of the Code of Criminal Procedure, 1973 shall apply to the proceedings before a Special Court and for the purposes of the said provisions, the Special Court shall be 1[deemed to be a Court of Session or the court of Metropolitan Magistrate or a Judicial Magistrate ... |
439 | Offences to be Non-cognizable | (1) Notwithstanding anything in the Code of Criminal Procedure, 1973, every offence under this Act except the offences referred to in sub-section (6) of section 212 shall be deemed to be non-cognizable within the meaning of the said Code.
1[(2) No court shall take cognizance of any offence under this Act which is alle... |
440 | Transitional Provisions | Any offence committed under this Act, which is triable by a Special Court shall, until a Special Court is established, be tried by a 1[Court of Session or the Court of Metropolitan Magistrate or a Judicial Magistrate of the First Class, as the case may be] exercising jurisdiction over the area, notwithstanding anything... |
441 | Compounding of Certain Offences | (1)Notwithstanding anything contained in the Code of Criminal Procedure, 1973 (2 of 1974), any offence punishable under this Act (whether committed by a company or any officer thereof) 1[not being an offence punishable with imprisonment only, or punishable with imprisonment and also with fine], may, either before or af... |
442 | Mediation and Conciliation Panel | (1) The Central Government shall maintain a panel of experts to be called as the Mediation and Conciliation Panel consisting of such number of experts having such qualifications as may be prescribed for mediation between the parties during the pendency of any proceedings before the Central Government or the Tribunal or... |
443 | Power of Central Government to Appoint Company Prosecutors | Notwithstanding anything contained in the Code of Criminal Procedure, 1973, the Central Government may appoint generally, or for any case, or in any case, or for any specified class of cases in any local area, one or more persons, as company prosecutors for the conduct of prosecutions arising out of this Act and the pe... |
444 | Appeal Against Acquittal | Notwithstanding anything contained in the Code of Criminal Procedure, 1973, the Central Government may, in any case arising under this Act, direct any company prosecutor or authorise any other person either by name or by virtue of his office, to present an appeal from an order of acquittal passed by any court, other th... |
445 | Compensation for Accusation Without Reasonable Cause | The provisions of section 250 of the Code of Criminal Procedure, 1973 shall apply mutatis mutandis to compensation for accusation without reasonable cause before the Special Court or the Court of Session |
446 | Application of Fines. | The court imposing any fine under this Act may direct that the whole or any part thereof shall be applied in or towards payment of the costs of the proceedings, or in or towards the payment of a reward to the person on whose information the proceedings were instituted. |
446A | Factors for determining level of punishment | The court or the Special Court, while deciding the amount of fine or imprisonment under this Act, shall have due regard to the following factors, namely:—
(a) size of the company;
(b) nature of business carried on by the company;
(c) injury to public interest;
(d) nature of the default; and
(e) repetitio... |
446B | Lesser penalties for One Person Companies or Small Companies | Notwithstanding anything contained in this Act, if penalty is payable for non-compliance of any of the provisions of this Act by a One Person Company, small company, start-up company or Producer Company, or by any of its officer in default, or any other person in respect of such company, then such company, its officer ... |
447 | Punishment for Fraud | Without prejudice to any liability including repayment of any debt under this Act or any other law for the time being in force, any person who is found to be guilty of fraud 1[involving an amount of at least ten lakh rupees or one per cent. of the turnover of the company, whichever is lower] shall be punishable with im... |
448 | Punishment for False Statement | Save as otherwise provided in this Act, if in any return, report, certificate, financial statement, prospectus, statement or other document required by, or for, the purposes of any of the provisions of this Act or the rules made thereunder, any person makes a statement,—
(a) which is false in any material particulars, ... |
449 | Punishment for False Evidence. | Save as otherwise provided in this Act, if any person intentionally gives false evidence—
(a) upon any examination on oath or solemn affirmation, authorized under this Act; or
(b)in any affidavit, deposition or solemn affirmation, in or about the winding up of any company under this Act, or otherwise in or about any ma... |
450 | Punishment Where No Specific Penalty or Punishment is Provided. | If a company or any officer of a company or any other person contravenes any of the provisions of this Act or the rules made thereunder, or any condition, limitation or restriction subject to which any approval, sanction, consent, confirmation, recognition, direction or exemption in relation to any matter has been acco... |
451 | Punishment in Case of Repeated Default | If a company or an officer of a company commits an offence punishable either with fine or with imprisonment and where the same offence is committed for the second or subsequent occasions within a period of three years, then, that company and every officer thereof who is in default shall be punishable with twice the amo... |
452 | Punishment for Wrongful Withholding of Property. | (1) If any officer or employee of a company—
(a) wrongfully obtains possession of any property, including cash of the company; or
(b) having any such property including cash in his possession, wrongfully withholds it or knowingly applies it for the purposes other than those expressed or directed in the articles and aut... |
453 | Punishment for Improper Use of “Limited” or “Private Limited” | If any person or persons trade or carry on business under any name or title, of which the word “Limited” or the words “Private Limited” or any contraction or imitation thereof is or are the last word or words, that person or each of those persons shall, unless duly incorporated with limited liability, or unless duly in... |
454 | Adjudication of Penalties | (1) The Central Government may, by an order published in the Official Gazette, appoint as many officers of the Central Government, not below the rank of Registrar, as adjudicating officers for adjudging penalty under the provisions of this Act in the manner as may be prescribed.
(2) The Central Government shall while a... |
454A | Penalty for repeated default. | Where a company or an officer of a company or any other person having already been subjected to penalty for default under any provisions of this Act, again commits such default within a period of three years from the date of order imposing such penalty passed by the adjudicating officer or the Regional Director, as the... |
455 | Dormant Company | (1)Where a company is formed and registered under this Act for a future project or to hold an asset or intellectual property and has no significant accounting transaction, such a company or an inactive company may make an application to the Registrar in such manner as may be prescribed for obtaining the status of a dor... |
456 |
Protection of Action Taken in Good Faith | No suit, prosecution or other legal proceeding shall lie against the Government or any officer of the Government or any other person in respect of anything which is in good faith done or intended to be done in pursuance of this Act or of any rules or orders made thereunder, or in respect of the publication by or under ... |
457 | Nondisclosure of Information in Certain Cases. | Notwithstanding anything contained in any other law for the time being in force, the Registrar, any officer of the Government or any other person shall not be compelled to disclose to any court, Tribunal or other authority, the source from where he got any information which—
(a) has led the Central Government to order ... |
458 | Delegation by Central Governemnt of its Powers and Functions. | (1) The Central Government may, by notification, and subject to such conditions, limitations and restrictions as may be specified therein, delegate any of its powers or functions under this Act other than the power to make rules to such authority or officer as may be specified in the notification:
1.[Omitted]
(2) A c... |
459 | Powers of Central Government or Tribunal to Accord Approval, etc., Subject to Conditions and to Prescribe Fees on Applications. | (1) Where the Central Government or the Tribunal is required or authorised by many provision of this Act—
(a) to accord approval, sanction, consent, confirmation or recognition to, or in relation to, any matter; or
(b) to give any direction in relation to any matter; or
(c) to grant any exemption in relation to any mat... |
460 | Condonation of Delay in Certain Cases. | Notwithstanding anything contained in this Act,—
(a) where any application required to be made to the Central Government under any provision of this Act in respect of any matter is not made within the time specified therein, that Government may, for reasons to be recorded in writing, condone the delay; and
(b) where a... |
461 | Annual Report by Central Government. | The Central Government shall cause a general annual report on the working and administration of this Act to be prepared and laid before each House of Parliament within one year of the close of the year to which the report relates. |
462 | Power to Exempt Class or Classes of Companies from Provisions of this Act. | (1) The Central Government may in the public interest, by notification direct that any of the provisions of this Act,—
(a) shall not apply to such class or classes of companies; or
(b) shall apply to the class or classes of companies with such exceptions, modifications and adaptations as may be specified in the notific... |
463 | Power of Court to Grant Relief in Certain Cases. | (1) If in any proceeding for negligence, default, breach of duty, misfeasance or breach of trust against an officer of a company, it appears to the court hearing the case that he is or may be liable in respect of the negligence, default, breach of duty, misfeasance or breach of trust, but that he has acted honestly and... |
464 | Prohibition of Association or Partnership of Persons Exceeding Certain Number | (1)No association or partnership consisting of more than such number of persons as may be prescribed shall be formed for the purpose of carrying on any business that has for its object the acquisition of gain by the association or partnership or by the individual members thereof, unless it is registered as a company un... |
465 | Repeal of Certain Enactments and Savings. | (1) The Companies Act, 1956 and the Registration of Companies (Sikkim) Act, 1961 (hereafter in this section referred to as the repealed enactments) shall stand repealed:
1[Omitted]
2[Provided that] until a date is notified by the Central Government under subsection (1) of Section 434 for transfer of all matters, proc... |
466 | Dissolution of Company Law Board and Consequential Provisions | (1) Notwithstanding anything contained in section 465, the Board of Company Law Administration constituted under the Companies Act, 1956 (hereafter in this section referred to as the Company Law Board) shall stand dissolved on the constitution of the Tribunal and the Appellate Tribunal:
Provided that until the Tribuna... |
467 | Power of Central Government to Amend Schedules. | (1) Subject to the provisions of this section, the Central Government may, by notification, alter any of the regulations, rules, Tables, forms and other provisions contained in any of the Schedules to this Act.
(2) Any alteration notified under sub-section (1) shall have effect as if enacted in this Act and shall come... |
468 | Powers of Central Government to Make Rules Relating to Winding Up. | (1) The Central Government shall, make rules consistent with the Code of Civil Procedure, 1908 providing for all matters relating to the winding up of companies, which by this Act, are to be prescribed, and may make rules providing for all such matters, as may be prescribed.
1[(2) In particular, and without prejudice ... |
469 | Power of Central Government to Make Rules. | (1)The Central Government may, by notification, make rules for carrying out the provisions of this Act.
(2) Without prejudice to the generality of the provisions of sub-section (1), the Central Government may make rules for all or any of the matters which by this Act are required to be, or may be, prescribed or in res... |
470 | Power to Remove Difficulties. | (1) If any difficulty arises in giving effect to the provisions of this Act, the Central Government may, by order published in the Official Gazette, make such provisions, not inconsistent with the provisions of this Act, as appear to it to be necessary or expedient for removing the difficulty:
Provided that no such or... |
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