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Sunday, June 16, 2013

COMPANY LAW SECTIONS

Section  No.
Section Details
198
Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits.
217
Directors  Report
252
Minimum number of directors
253
Only individuals to be directors
254
Subscribers of memorandum deemed to be directors
265
Option to company to adopt proportional representation for the appointment of directors
266 A  to  266 G
Director Identification Number
267
Certain persons not to be appointed managing directors ( Disqualification of M.D.)
268
Amendment of provision relating to managing, whole-time or non-rotational directors to require Government approval
269
Appointment of managing or whole-time director or manager to require Government approval only in certain cases.
270
Time within which share qualification is to be obtained and maximum amount thereof
272
Penalty for non holding of Qualification shares after 2 months.
274
Disqualifications of directors
275
No person to be a director of more than fifteen companies
283
Vacation of office by directors
284
Removal of directors
285
Board to meet at least once in every three calendar months
286
Notice of board meetings
287
Quorum for Board  meetings
288
Procedure where meeting adjourned for want of quorum
289
Passing of resolutions by circulation
291
General powers of Board
292A
Audit Committee
293A
Prohibitions and restrictions regarding political contributions
293B
Power of Board and other persons to make contributions to the National Defense Fund, etc. ( Board can contribute Any amt., No restriction)
294 To 294 AA
Appointment of sole selling agents, compensation to sole selling agents for loss of office
295
Loans to directors, etc
297
Board's sanction to be required for certain contracts in which particular directors are interested
299
Disclosure of interest by director
300
Interested director not to participate or vote in Board's proceedings
301
Register of contracts, companies and firms in which directors are interested
309
Remuneration of directors
310
Provision for increase in remuneration to require Government sanction
313
Appointment and term of office of alternate directors
316
Number of companies of which one person may be appointed managing director
317
Managing director not to be appointed for more than five years at a time
318
Compensation for loss of office not permissible except to managing or whole-time directors or to directors who are managers
370
Loans, etc., to companies under the same management
372
Purchase by company of shares, etc., of other companies
372 A
Inter-corporate loans and investments
383 A
Certain companies to have secretaries. (all companies having paid-up capital of not less than Rs. 2 crores shall have a whole-time company secretary (w.e.f. 11-6-2002).
385
Certain persons not to be appointed managers ( disqualification of Manager)
388 A To 388 E
Power of Central Government to remove managerial personnel on the basis of Tribunal's decision
408
Powers of Government to prevent oppression or mismanagement
425
Modes of winding up (The winding up of a company may be either by tribunal or Voluntary
426
Liability as contributories of present and past members
529
Application of insolvency rules in winding up of insolvent companies
529A
Overriding preferential payments. Notwithstanding anything contained in any other provision of this Act or any other law for the time being in force, in the winding up of a company,
(a)
workmen's dues; and
(b)
debts due to secured creditors to the extent such debts rank under clause (c) of the proviso to sub-section (1) of section 529 pari passu with such dues,
shall be paid in priority to all other debts.
530
Preferential payments. (In a winding up, subject to the provisions of section 529A, there shall be paid in priority to all other debts
(a)
all revenues, taxes, cesses and rates due from the company to the Central or a State Government or to a local authority at the relevant date  and having become due and payable within the twelve months next before that date;
(b)
all wages or salary (including wages payable for time or piece work and salary earned wholly or in part by way of commission) of any employee, in respect of services rendered to the company and due for a period not exceeding four months within the twelve months next before the relevant date;
(c)
all accrued holiday remuneration becoming payable to any employee, or in the case of his death to any other person in his right, on the termina­tion of his employment before, or by the effect of, the winding up order or resolution;
(d)
unless the company is being wound-up voluntarily merely for the purposes of reconstruction or of amalgamation with another company, all amounts due, in respect of contributions payable during the twelve months next before the relevant date, by the company as the employer of any persons, under the Employees' State Insurance Act, 1948 (34 of 1948), or any other law for the time being in force;
(e)
all sums due to any employee from a provident fund, a pension fund, a gratuity fund or any other fund for the welfare of the employees, maintained by the company; and
(f)
the expenses of any investigation held in pursuance of section 235 or 237, in so far as they are payable by the company.

581 A to 581 ZT
Producer Company. (inserted by Companies (Amendment) Act, 2002.
592
Documents, etc., to be delivered to Registrar by foreign companies carrying on business in India. ( sec 591 to 600 are related to Foreign Company)

617
Definition of Government Company.( Government company means any company in which not less than fifty-one per cent of the paid-up share capital is held by the Central Government, or by any State Government or Governments, or partly by the Central Government and partly by one or more State Governments, and includes a company which is a subsidiary of a Government company as thus defined.

619
The auditor of a Government company shall be appointed or re-appointed by  the Comptroller and Auditor-General of India.
619 A
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 audit report is placed under sub-section (5) of section 619; and
(b)
as soon as may be after such preparation, laid before both Houses of Parliament together with a copy of the audit report and any comments upon, or supplement to, the audit report, made by the Comptroller, and Auditor-General of India.
621A
Composition of certain offences : (1) Any offence punishable under this Act (whether committed by a company or any officer thereof), not being an offence punishable with imprisonment only, or with imprisonment and also with fine, may, either before or after the institution of any prosecution, be compounded by the Central Government on payment or credit, by the company or the officer, as the case may be, to the Central Government of such sum as that the Government may prescribe:
Provided that the sum prescribed shall not, in any case, exceed the maximum amount of the fine which may be imposed for the offence so compounded:
 (2) Nothing in sub-section (1) shall apply to an offence committed by a company or its officer within a period of three years from the date on which a similar offence committed by it or him was compounded under this section.

630
Penalty for wrongful withholding of property. (1) If any officer or employee of a company
(a)
wrongfully obtains possession of any property of a company; or
(b)
having any such property in his possession, wrongfully withholds it or knowingly applies it to purposes other than those expressed or directed in the articles and authorised by this Act;
he shall, on the complaint of the company or any creditor or contributory thereof, be punishable with fine which may extend to  ten thousand rupees.
(2) The Court trying the offence may also order such officer or employee to deliver up or refund, within a time to be fixed by the Court, any such property wrongfully obtained or wrongfully withheld or knowingly misapplied, or in default, to suffer imprisonment for a term which may extend to two years.

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