Tuesday, December 18, 2012

[aaykarbhavan] Companies bill clauses amendment and adoption



Dear all

I am posting clause analysis of companies bill whether the particular was amended or adopted.  In case of adoptation, we can deliberate the same and in case of amendment, we need to see what are all those amendment.

I have posted each amendment or adoption, details of clauses and one can quickly go through the same 

Kindly go through the same


The motion for consideration of the Bill was adopted and clause-by-clause consideration of the Bill was taken up.

Clause 2 was adopted, as amended.-  Definitions clause

Clause 3 was adopted, as amended. -  Formation of company

Clauses 4 to 19 were adopted.

4   Memorandum.

5. Articles.

6. Act to override memorandum, articles, etc.

7. Incorporation of company.

8. Formation of companies with charitable objects, etc.

9. Effect of registration.

10. Effect of memorandum and articles.

11. Commencement of business, etc.

12. Registered office of company.

13. Alteration of memorandum.

14. Alteration of articles.

15. Alteration of memorandum or articles to be noted in every copy.

16. Rectification of name of company.

17. Copies of memorandum, articles, etc., to be given to members.

18. Conversion of companies already registered.

19. Subsidiary company not to hold shares in its holding company

 

Clause 20 was adopted, as amended. -  Service of documents

Clauses 21 and 22 were adopted.

 

21. Authentication of documents, proceedings and contracts.

22. Execution of bills of exchange, etc

Clause 23 was adopted, as amended.

23. Public offer and private placement

 

Clauses 24 to 27 were adopted.

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

25. Document containing offer of securities for sale to be deemed prospectus.

26. Matters to be stated in prospectus.

27. Variation in terms of contract or objects in prospectus

 

Clause 28 was adopted, as amended.  

28. Offer of sale of shares by certain members of a company

 

 

Clauses 29 to 35 were adopted.

29 Public offer of securities to be in dematerialised form.

30. Advertisement of prospectus

31. Shelf prospectus.

32. Red herring prospectus.

33. Issue of application forms for securities.

34. Criminal liability for mis-statements in prospectus.

35. Civil liability for mis-statements in prospectu

 

Clause 36 was adopted, as amended.

36. Punishment for fraudulently inducing persons to invest money

 

Clauses 37 to 41 were adopted.

37. Action by affected persons.

38. Punishment for personation for acquisition, etc., of securities.

39. Allotment of securities by company.

40. Securities to be dealt with in stock exchanges.

41. Global depository receipt

 

Clause 42 was adopted, as amended

 

42. Offer or invitation for subscription of securities on private placement.

Clauses 43 to 45 were adopted.

 

43. Kinds of share capital.

44. Nature of shares or debentures.

45. Numbering of shares

 

Clause 46 was adopted, as amended.

 

46. Certificate of shares

 

Clauses 47 to 55 were adopted.

 

47. Voting rights.

48. Variation of shareholders' rights.

49. Calls on shares of same class to be made on uniform basis.

50. Company to accept unpaid share capital, although not called up.

51. Payment of dividend in proportion to amount paid-up.

52. Application of premiums received on issue of shares.

53. Prohibition on issue of shares at discount.

54. Issue of sweat equity shares.

55. Issue and redemption of preference shares

 

 

Clause 56 was adopted, as amended.

56. Transfer and transmission of securities

 

 

Clause 57 was adopted, as amended.

 

57. Punishment for personation of shareholder

Clause 58 was adopted, as amended.

 

58. Refusal of registration and appeal against refusal

Clause 59 was adopted, as amended.

59. Rectification of register of members

 

Clause 60 was adopted.

60. Publication of authorised, subscribed and paid-up capital

 

Clause 61 was adopted, as amended.

61. Power of limited company to alter its share capital

 

Clauses 62 to 77 were adopted.

 

62. Further issue of share capital.

63. Issue of bonus shares.

64. Notice to be given to Registrar for alteration of share capital.

65. Unlimited company to provide for reserve share capital on conversion into limited

company.

66. Reduction of share capital.

67. Restrictions on purchase by company or giving of loans by it for purchase of its

shares.

68. Power of company to purchase its own securities.

69. Transfer of certain sums to capital redemption reserve account

70. Prohibition for buy-back in certain circumstances.

71. Debentures.

72. Power to nominate.

CHAPTER V

ACCEPTANCE OF DEPOSITS BY COMPANIES

73. Prohibition on acceptance of deposits from public.

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

75. Damages for fraud.

76. Acceptance of deposits from public by certain companies.

CHAPTER VI

REGISTRATION OF CHARGES

77. Duty to register charges, etc

 

 

Clause 78 was adopted, as amended.

78. Application for registration of charge

 

Clauses 79 to 91 were adopted.

79. Section 77 to apply in certain matters.

80. Date of notice of charge.

81. Register of charges to be kept by Registrar.

82. Company to report satisfaction of charge.

83. Power of Registrar to make entries of satisfaction and release in absence of intimation

from company.

84. Intimation of appointment of receiver or manager.

85. Company's register of charges.

86. Punishment for contravention.

87. Rectification by Central Government in register of charges

88. Register of members, etc.

89. Declaration in respect of beneficial interest in any share.

90. Investigation of beneficial ownership of shares in certain cases.

91. Power to close register of members or debenture holders or other security holders

 

Clause 92 was adopted, as amended.

 

92. Annual return

 

Clauses 93 to 114 were adopted.

 

93. Return to be filed with Registrar in case promoters' stake changes.

94. Place of keeping and inspection of registers, returns, etc.

95. Registers, etc., to be evidence.

96. Annual general meeting.

97. Power of Tribunal to call annual general meeting.

98. Power of Tribunal to call meetings of members, etc.

99. Punishment for default in complying with provisions of sections 96 to 98.

100. Calling of extraordinary general meeting.

101. Notice of meeting.

102. Statement to be annexed to notice.

103. Quorum for meetings

104. Chairman of meetings.

105. Proxies.

106. Restriction on voting rights.

107. Voting by show of hands.

108. Voting through electronic means.

109. Demand for poll.

110. Postal ballot.

111. Circulation of members' resolution.

112. Representation of President and Governors in meetings.

113. Representation of corporations at meeting of companies and of creditors.

114. Ordinary and special resolutions

 

Clause 115 was adopted, as amended.

 

115. Resolutions requiring special notice.

 

 

Clause 116 was adopted.

 

116. Resolutions passed at adjourned meeting

Clause 117 was adopted, as amended.

117. Resolutions and agreements to be filed

 

Clauses 118 to 124 were adopted.

118. Minutes of proceedings of general meeting, meeting of Board of Directors and other

meeting and resolutions passed by postal ballot.

119. Inspection of minute-books of general meeting.

120. Maintenance and inspection of documents in electronic form.

121. Report on annual general meeting.

122. Applicability of this Chapter to One Person Company.

CHAPTER VIII

DECLARATION AND PAYMENT OF DIVIDEND

123. Declaration of dividend.

124. Unpaid Dividend Account.

 

Clause 125 was adopted, as amended.

 

125. Investor Education and Protection Fund

Clauses 126 and 127 were adopted.

126. Right to dividend, rights shares and bonus shares to be held in abeyance pending

registration of transfer of shares.

127. Punishment for failure to distribute dividends

Clause 128 was adopted, as amended

128. Books of account, etc., to be kept by company

.

Clause 129 was adopted, as amended.

 

129. Financial statement

Clause 130 was adopted, as amended.

 

130. Re-opening of accounts on court's or Tribunal's orders

Clause 131 was adopted.

 

131. Voluntary revision of financial statements or Board's report

Clause 132 was adopted, as amended.

132. Constitution of National Financial Reporting Authority

Clause 133 was adopted.

 

133. Central Government to prescribe accounting standards

Clause 134 was adopted, as amended.

 

134. Financial Statement, Board's report, etc.

Clause 135 was adopted, as amended.

135. Corporate Social Responsibility.

Clause 136 was adopted, as amended.

 

136. Right of member to copies of audited financial statement.

Clauses 137 and 138 were adopted.

137. Copy of financial statement to be filed with Registrar.

138. Internal Audit

Clause 139 was adopted, as amended.

139. Appointment of auditors

Clause 140 was adopted, as amended.

 

140. Removal, resignation of auditor and giving of special notice

Clause 141 was adopted, as amended.

 

141. Eligibility, qualifications and disqualifications of auditors

Clause 142 was adopted, as amended.

 

142. Remuneration of auditors

Clause 143 was adopted, as amended.

 

143. Powers and duties of auditors and auditing standards

Clause 144 was adopted, as amended.

 

144. Auditor not to render certain services

Clause 145 was adopted, as amended.

 

145. Auditors to sign audit reports, etc.

Clause 146 was adopted.

 

146. Auditors to attend general meeting

Clause 147 was adopted, as amended.

 

147. Punishment for contravention

Clause 148 was adopted.

 

148. Central Government to specify audit of items of cost in respect of certain companies

Clause 149 was adopted, as amended.

 

149. Company to have Board of Directors

Clauses 150 and 151 were adopted.

 

150. Manner of selection of independent directors and maintenance of data bank of

independent directors.

151. Appointment of director elected by small shareholders

Clause 152 was adopted, as amended.

152. Appointment of directors

Clauses 153 to 156 were adopted.

 

153. Application for allotment of Director Identification Number.

154. Allotment of Director Identification Number.

155. Prohibition to obtain more than one Director Identification Number.

156. Director to intimate Director Identification Number

Clause 157 was adopted, as amended.

 

157. Company to inform Director Identification Number to Registrar

Clauses 158 and 159 were adopted.

 

158. Obligation to indicate Director Identification Number.

159. Punishment for contravention

Clause 160 was adopted, as amended.

 

160. Right of persons other than retiring directors to stand for directorship

Clauses 161 to 165 were adopted.

 

161. Appointment of additional director, alternate director and nominee director.

162. Appointment of directors to be voted individually.

163. Option to adopt principle of proportional representation for appointment of directors.

164. Disqualifications for appointment of director.

165. Number of directorships

Clause 166 was adopted, as amended.

 

166. Duties of directors

Clause 167 was adopted, as amended.

 

167. Vacation of office of director

Clause 168 was adopted.

 

168. Resignation of director

Clause 169 was adopted, as amended.

 

169. Removal of directors

Clauses 170 to 177 were adopted.

 

170. Register of directors and key managerial personnel and their shareholding.

171. Members' right to inspect.

172. Punishment.

CHAPTER XII

MEETINGS OF BOARD AND ITS POWERS

173. Meetings of Board

174. Quorum for meetings of Board.

175. Passing of resolution by circulation.

176. Defects in appointment of directors not to invalidate actions taken.

177. Audit committee

Clause 178 was adopted, as amended.

 

178. Nomination and remuneration committee and stakholders relationship committee

Clauses 179 to 185 were adopted.

 

179. Powers of Board.

180. Restrictions on powers of Board.

181. Company to contribute to bona fide and charitable funds, etc.

182. Prohibitions and restrictions regarding political contributions.

183. Power of Board and other persons to make contributions to national defence fund, etc.

184. Disclosure of interest by director.

185. Loan to directors, etc

Clause 186 was adopted, as amended.  

 

186. Loan and investment by company

Clauses 187 and 188 were adopted.

 

187. Investments of company to be held in its own name.

188. Related party transactions

Clause 189 was adopted, as amended.

 

189. Register of contracts or arrangements in which directors are interested

Clauses 190 to 195 were adopted.

 

190. Contract of employment with managing or whole-time directors.

191. Payment to director for loss of office, etc., in connection with transfer of undertaking,

property or shares.

192. Restriction on non-cash transactions involving directors.

193. Contract by One Person Company.

194. Prohibition on forward dealings in securities of company by director or key managerial

personnel.

195. Prohibition on insider trading of securities.

Clause 196 was adopted, as amended.

196. Appointment of managing director, whole-time director or manager

Clause 197 was adopted, as amended.

 

197. Overall maximum managerial remuneration and managerial remuneration in case of

absence or inadequacy of profits

Clause 198 was adopted.

 

198. Calculation of profits.

Clause 199 was adopted, as amended.

 

199. Power of Central Government or Tribunal to accord approval, etc., subject to

conditions and to prescribe fees on applications

Clauses 200 to 202 were adopted.

 

200. Central Government or company to fix limit with regard to remuneration.

201. Forms of, and procedure in relation to, certain applications.

202. Compensation for loss of office of managing or whole-time director or m

Clause 203 was adopted, as amended.

 

203. Appointment of key managerial personnel

Clause 204 was adopted.

 

204. Secretarial audit for bigger companies

Clause 205 was adopted, as amended.

 

205. Functions of company secretary

Clauses 206 to 211 were adopted.

 

206. Power to call for information, inspect books and conduct inquiries.

207. Conduct of inspection and inquiry.

208. Report on inspection made.

209. Search and seizure.

210. Investigation into affairs of company.

211. Establishment of Serious Fraud Investigation Office

Clause 212 was adopted, as amended.

212. Investigation into affairs of company by Serious Fraud Investigation Office

Clauses 213 to 234 were adopted.

 

213. Investigation into company's affairs in other cases.

214. Security for payment of costs and expenses of investigation.

215. Firm, body corporate or association not to be appointed as inspector.

216. Investigation of ownership of company.

217. Procedure, powers, etc., of inspectors.

218. Protection of employees during investigation.

219. Power of inspector to conduct investigation into affairs of related companies, etc.

220. Seizure of documents by inspector.

221. Freezing of assets of company on inquiry and investigation.

222. Imposition of restrictions upon securities.

223. Inspector's report.

224. Actions to be taken in pursuance of inspector's report.

225. Expenses of investigation.

226. Voluntary winding up of company, etc., not to stop investigation proceedings.

227. Legal advisers and bankers not to disclose certain information.

228. Investigation, etc., of foreign companies.

229. Penalty for furnishing false statement, mutilation, destruction of documents

230. Power to compromise or make arrangements with creditors and members.

231. Power of Tribunal to enforce compromise or arrangement.

232. Merger and amalgamation of companies.

233. Merger or amalgamation of certain companies.

234. Merger or amalgamation of company with foreign company

 

Clause 235 was adopted, as amended.

 

235. Power to acquire shares of shareholders dissenting from scheme or contract approved

by majority

Clause 236 was adopted, as amended.

 

236. Purchase of minority shareholding

Clauses 237 to 244 were adopted.

 

237. Power of Central Government to provide for amalgamation of companies in public

interest.

238. Registration of offer of schemes involving transfer of shares.

239. Preservation of books and papers of amalgamated companies.

240. Liability of officers in respect of offences committed prior to merger, amalgamation, etc

241. Application to Tribunal for relief in cases of oppression, etc.

242. Powers of Tribunal.

243. Consequence of termination or modification of certain agreements.

244. Right to apply under section 241

Clause 245 was adopted, as amended.

 

245. Class action

Clause 246 was adopted, as amended.

 

246. Application of certain provisions to proceedings under section 241 or section 245

Clauses 247 to 251 were adopted.

247. Valuation by registered valuers.

CHAPTER XVIII

REMOVAL OF NAMES OF COMPANIES FROM THE REGISTER OF COMPANIES

248. Power of Registrar to remove name of company from register of Companies.

249. Restrictions on making application under section 248 in certain situations.

250. Effect of company notified as dissolved.

251. Fraudulent application for removal of name

Clause 252 was adopted, as amended.

 

252. Appeal to Tribunal

Clauses 253 to 388 were adopted.

 

253. Determination of sickness.

254. Application for revival and rehabilitation.

255. Exclusion of certain time in computing period of limitation.

256. Appointment of interim administrator.

257. Committee of creditors.

258. Order of Tribunal.

259. Appointment of administrator.

260. Powers and duties of company administrator.

261. Scheme of revival and rehabilitation.

262. Sanction of scheme.

263. Scheme to be binding.

264. Implementation of scheme.

265. Winding up of company on report of company administrator.

266. Power of Tribunal to assess damages against delinquent directors, etc.

267. Punishment for certain offences.

268. Bar of jurisdiction.

269. Rehabilitation and Insolvency Fund.

CHAPTER XX

WINDING UP

270. Modes of winding up.

(ix)

PART I.— Winding up by the Tribunal

CLAUSES

271. Circumstances in which company may be wound up by Tribunal.

272. Petition for winding up.

273. Powers of Tribunal.

274. Directions for filing statement of affairs.

275. Company Liquidators and their appointments.

276. Removal and replacement of liquidator.

277. Intimation to Company Liquidator, provisional liquidator and Registrar.

278. Effect of winding up order.

279. Stay of suits, etc., on winding up order.

280. Jurisdiction of Tribunal.

281. Submission of report by Company Liquidator.

282. Directions of Tribunal on report of Company Liquidator.

283. Custody of company's properties.

284. Promoters, directors, etc., to co-operate with Company Liquidator.

285. Settlement of list of contributories and application of assets.

286. Obligations of directors and managers.

287. Advisory Committee.

288. Submission of periodical reports to Tribunal.

289. Power of Tribunal on application for stay of winding up.

290. Powers and duties of Company Liquidator.

291. Provision for professional assistance to Company Liquidator.

292. Exercise and control of Company Liquidator's powers.

293. Books to be kept by Company Liquidator.

294. Audit of Company Liquidator's accounts.

295. Payment of debts by contributory and extent of set-off.

296. Power of Tribunal to make calls.

297. Adjustment of rights of contributories.

298. Power to order costs.

299. Power to summon persons suspected of having property of company, etc.

300. Power to order examination of promoters, directors, etc.

301. Arrest of person trying to leave India or abscond.

302. Dissolution of company by Tribunal.

303. Appeals from orders made before commencement of Act.

PART II.—Voluntary winding up

304. Circumstances in which company may be wound up voluntarily.

305. Declaration of solvency in case of proposal to wind up voluntarily.

306. Meeting of creditors.

307. Publication of resolution to wind up voluntarily.

308. Commencement of voluntary winding up.

309. Effect of voluntary winding up.

(x)

CLAUSES

310. Appointment of Company Liquidator.

311. Power to remove and fill vacancy of Company Liquidator.

312. Notice of appointment of Company Liquidator to be given to Registrar.

313. Cesser of Board's powers on appointment of Company Liquidator.

314. Powers and duties of Company Liquidator in voluntary winding up.

315. Appointment of committees.

316. Company Liquidator to submit report on progress of winding up.

317. Report of Company Liquidator to Tribunal for examination of persons.

318. Final meeting and dissolution of company.

319. Power of Company Liquidator to accept shares, etc., as consideration for sale of

property of company.

320. Distribution of property of company.

321. Arrangement when binding on company and creditors.

322. Power to apply to Tribunal to have questions determined, etc.

323. Costs of voluntary winding up.

PART III.—Provisions applicable to every mode of winding up

324. Debts of all descriptions to be admitted to proof.

325. Application of insolvency rules in winding up of insolvent companies.

326. Overriding preferential payments.

327. Preferential payments.

328. Fraudulent preference.

329. Transfers not in good faith to be void.

330. Certain transfers to be void.

331. Liabilities and rights of certain persons fraudulently preferred.

332. Effect of floating charge.

333. Disclaimer of onerous property.

334. Transfers, etc., after commencement of winding up to be void.

335. Certain attachments, executions, etc., in winding up by Tribunal to be void.

336. Offences by officers of companies in liquidation.

337. Penalty for frauds by officers.

338. Liability where proper accounts not kept.

339. Liability for fraudulent conduct of business.

340. Power of Tribunal to assess damages against delinquent directors, etc.

341. Liability under sections 339 and 340 to extend to partners or directors in firms or

companies.

342. Prosecution of delinquent officers and members of company.

343. Company Liquidator to exercise certain powers subject to sanction.

344. Statement that company is in liquidation.

345. Books and papers of company to be evidence.

346. Inspection of books and papers by creditors and contributories.

347. Disposal of books and papers of company.

348. Information as to pending liquidations.

(xi)

CLAUSES

349. Official Liquidator to make payments into public account of India.

350. Company Liquidator to deposit monies into scheduled bank.

351. Liquidator not to deposit monies into private banking account.

352. Company Liquidation Dividend and Undistributed Assets Account.

353. Liquidator to make returns, etc.

354. Meetings to ascertain wishes of creditors or contributories.

355. Court, Tribunal or person, etc., before whom affidavit may be sworn.

356. Powers of Tribunal to declare dissolution of company void.

357. Commencement of winding up by Tribunal.

358. Exclusion of certain time in computing period of limitation.

PART IV.—Official liquidators

359. Appointment of Official Liquidator.

360. Powers and functions of Official Liquidator.

361. Summary procedure for liquidation.

362. Sale of assets and recovery of debts due to company.

363. Settlement of claims of creditors by Official Liquidator.

364. Appeal by creditor.

365. Order of dissolution of company.

CHAPTER XXI

PART I.—Companies authorised to register under this Act

366. Companies capable of being registered.

367. Certificate of registration of existing companies.

368. Vesting of property on registration.

369. Saving of existing liabilities.

370. Continuation of pending legal proceedings.

371. Effect of registration under this Part.

372. Power of Court to stay or restrain proceedings.

373. Suits stayed on winding up order.

374. Obligation of Companies registering under this Part.

PART II.—Winding up of unregistered companies

375. Winding up of unregistered companies.

376. Power to wind up foreign companies although dissolved.

377. Provisions of Chapter cumulative.

378. Saving and construction of enactments conferring power to wind up partnership

firm, association or company, etc., in certain cases.

CHAPTER XXII

COMPANIES INCORPORATED OUTSIDE INDIA

379. Application of Act to foreign companies.

380. Documents, etc., to be delivered to Registrar by foreign companies.

381. Accounts of foreign company

382. Display of name, etc., of foreign company.

383. Service on foreign company.

384. Debentures, annual return, registration of charges, books of account and their

inspection.

385. Fee for registration of documents.

386. Interpretation.

387. Dating of prospectus and particulars to be contained therein.

388. Provisions as to expert's consent and allotment

 

Clause 389 was adopted, as amended.

 

389. Registration of prospectus

Clauses 390 to 408 were adopted.

 

390. Offer of Indian Depository Receipts.

391. Application of sections 34 to 36 and Chapter XX.

392. Punishment for contravention.

393. Company's failure to comply with provisions of this Chapter not to affect validity of

contracts, etc.

CHAPTER XXIII

GOVERNMENT COMPANIES

394. Annual reports on Government companies.

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

CHAPTER XXIV

REGISTRATION OFFICES AND FEES

396. Registration offices.

397. Admissibility of certain documents as evidence.

398. Provisions relating to filing of applications, documents, inspection, etc., in electronicform.

399. Inspection, production and evidence of documents kept by Registrar.

400. Electronic form to be exclusive, alternative or in addition to physical form.

401. Provision of value added services through electronic form.

402. Application of provisions of Information Technology Act, 2000.

403. Fee for filing, etc.

404. Fees, etc., to be credited into public account.

CHAPTER XXV

COMPANIES TO FURNISH INFORMATION OR STATISTICS

405. Power of Central Government to direct companies to furnish information or statistics.

CHAPTER XXVI

NIDHIS

406. Power to modify Act in its application to Nidhis.

CHAPTER XXVII

NATIONAL COMPANY LAW TRIBUNAL AND APPELLATE TRIBUNAL

407. Definitions.

408. Constitution of National Company Law Tribunal

Clause 409 was adopted, as amended.

409. Qualification of President and Members of Tribunal

Clause 410 was adopted.

 

410. Constitution of Appellate Tribunal

Clause 411 was adopted, as amended.

 

411. Qualification of Chairperson and members of Appellate Tribunal

Clauses 412 to 433 were adopted.

 

412. Selection of Members of Tribunal and Appellate Tribunal.

413. Term of office of President, Chairperson and other Members.

414. Salary, allowances and other terms and conditions of service of Members.

415. Acting President and Chairperson of Tribunal or Appellate Tribunal.

416. Resignation of Members.

417. Removal of Members.

418. Staff of Tribunal and Appellate Tribunal.

419. Benches of Tribunal.

420. Orders of Tribunal.

421. Appeal from Orders of Tribunal.

422. Expeditious disposal by Tribunal and Appellate Tribunal.

423. Appeal to Supreme Court.

424. Procedure before Tribunal and Appellate Tribunal.

425. Power to punish for contempt.

426. Delegation of powers.

427. President, Members, officers, etc., to be public servants.

428. Protection of action taken in good faith.

429. Power to seek assistance of Chief Metropolitan Magistrate, etc.

430. Civil court not to have jurisdiction.

431. Vacancy in Tribunal or Appellate Tribunal not to invalidate acts or proceedings.

432. Right to legal representation

433. Limitation

Clause 434 was adopted, as amended.

 

434. Transfer of certain pending proceedings

Clauses 435 to 464 were adopted. 29

 

435. Establishment of Special Courts.

436. Offences triable by Special Courts.

437. Appeal and revision.

438. Application of Code to proceedings before Special Court.

439. Offences to be non-cognizable.

440. Transitional provisions.

441. Compounding of certain offences.

442. Mediation and conciliation penal.

443. Power of Central Government to appoint company prosecutors.

444. Appeal against acquittal.

445. Compensation for accusation without reasonable cause.

446. Application of fines.

CHAPTER XXIX

MISCELLANEOUS

447. Punishment for fraud.

448. Punishment for false statements

449. Punishment for false evidence.

450. Punishment where no specific penalty or punishment is provided.

451. Punishment in case of repeated default.

452. Punishment for wrongful withholding of property.

453. Punishment for improper use of "Limited" or "Private Limited".

454. Adjudication of penalties.

455. Dormant company.

456. Protection of action taken in good faith.

457. Non-disclosure of information in certain cases.

458. Delegation by Central Government of its powers and functions.

459. Powers of Central Government or Tribunal to accord approval, etc., subject to conditions

and to prescribe fees on applications.

460. Condonation of delay in certain cases.

461. Annual report by Central Government.

462. Power to exempt class or classes of companies from provisions of this Act.

463. Power of court to grant relief in certain cases.

464. Prohibition of association or partnership of persons exceeding certain number

Clause 465 was adopted, as amended.

 

465. Repeal of certain enactments and savings

Clause 466 was adopted, as amended.

 

466. Dissolution of Company Law Board and consequential provisions

Clauses 467 to 469 were adopted.

 

467. Power of Central Government to amend Schedules.

468. Powers of Central Government to make rules relating to winding up.

469. Power of Central Government to make rules

Clause 470 was adopted, as amended.

 

470. Power to remove difficulties

Schedule I was adopted.

Schedule II was adopted.

Schedule III was adopted.

Schedule IV was adopted.

Schedule V was adopted, as amended.

Schedule VI was adopted.

Schedule VII was adopted.

Clause 1 was adopted, as amended.

The Enacting Formula was adopted, as amended.

The Long Title was also adopted.

 

--
 
.
CS A  RENGARAJAN,, B.Com ,FCS, LLB, PGDBM
Company Secretary, Chennai
email csarengarajan@gmail.com
mobile 093810 11200

CS Benevolent Fund is a collective effort towards extending the much needed financial support to the community of Company Secretaries in times of distress  Let us lend support and join for noble cause.



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