Short Description: About OFFENCES under Company Law (Penalties, Punishments & Remedies) Division 1 Incorporation of Company Chapter 1 Incorporation of Company Chapter 2 Formation of Companies with Charitable Objects, etc. Chapter 3 Commencement of Business, etc. Chapter 4 Registered Office of Company Chapter 5 Alteration of Memorandum or Articles to be noted in every copy Chapter 6 Rectification of Name of Company Chapter 7 Copies of Memorandum, Articles, etc., to be given to members Division 2 Public Offer and Allotment of Shares Chapter 8 Matters to be stated in prospectus Chapter 9 Issue of application forms for securities Chapter 10 Criminal liability for mis-statements in prospectus Chapter 11 Civil liability for mis-statements in prospectus Chapter 12 Punishment for fraudulently inducing persons to invest money Chapter 13 Punishment for personation for acquisition, etc., of securities Chapter 14 Allotment of securities by company Chapter 15 Securities to be dealt with in stock exchanges Chapter 16 Offer or invitation for subscription of securities on private placement Division 3 Share Capital and Debentures Chapter 17 Certificate of shares Chapter 18 Variation of shareholders' rights Chapter 19 Prohibition on issue of shares at discount Chapter 20 Transfer and transmission of securities Chapter 21 Punishment for personation of shareholder Chapter 22 Refusal of registration and appeal against refusal Chapter 23 Rectification of register of members Chapter 24 Publication of authorised, subscribed and paid-up capital Chapter 25 Notice to be given to registrar for alteration of share capital Chapter 26 Reduction of share capital Chapter 27 Restrictions on purchase by company or giving of loans by it for purchase of its shares Chapter 28 Power of company to purchase its own securities Chapter 29 Debentures Division 4 Public Deposits Chapter 30 Prohibition on acceptance of deposits from public Chapter 31 Repayment of deposits, etc., accepted before commencement of this Act Chapter 32 Damages for fraud Division 5 Charges Chapter 33 Punishment for contravention Division 6 Registers and Returns Chapter 34 Register of members, etc. Chapter 35 Declaration in respect of beneficial interest in any share Chapter 36 Power to close register of members or debenture-holders or other security holders Chapter 37 Annual Return Chapter 38 Place of keeping and inspection of registers, returns, etc. Division 7 Meetings Chapter 39 Punishment for default in complying with provisions of sections 96 to 98 Chapter 40 Statement to be annexed to notice Chapter 41 Proxies Chapter 42 Circulation of Members’ resolution Chapter 43 Resolutions and agreements to be filed Chapter 44 Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot Chapter 45 Inspection of minute-books of general meeting Chapter 46 Report on annual general meeting Division 8 Dividend Chapter 47 Unpaid dividend account Chapter 48 Punishment for failure to distribute dividends Division 9 Accounts Chapter 49 Books of Account, etc., to be kept by company Chapter 50 Financial Statement Chapter 51 Professional or other misconduct by any member or firm of chartered accountants Chapter 52 Financial Statement, Board’s report, etc. Chapter 53 Corporate Social Responsibility Chapter 54 Right of member to copies of audited financial statement Chapter 55 Copy of financial statement/statements to be filed with Registrar Division 10 Audit and Auditors Chapter 56 Removal, resignation of auditor and giving of special notice Chapter 57 Reporting of frauds to Central Government and powers and duties of auditors Chapter 58 Punishment for contravention of sections 139 to 146 Chapter 59 Central Government to specify audit of items of cost in respect of certain companies Division 11 Appointment and Qualification of Director Chapter 60 Company to have Board of Directors Chapter 61 Appointment of Directors Chapter 62 Prohibition to obtain more than one Director Identification Number Chapter 63 Director to intimate Director Identification Number Chapter 64 Company to inform director identification number to registrar Chapter 65 Obligation to indicate Director Identification Number Chapter 66 Right of persons other than retiring directors to stand for directorship Chapter 67 Appointment of additional director, alternate director and nominee director Chapter 68 Appointment of directors to be voted individually Chapter 69 Disqualifications for appointment of director Chapter 70 Number of directorships Chapter 71 Duties of directors Chapter 72 Vacation of office of director Chapter 73 Resignation of director Chapter 74 Removal of directors Chapter 75 Register of directors and key managerial personnel and their shareholding Chapter 76 Members’ right to inspect Division 12 Directors, Meeting of Board Chapter 77 Meetings of Board Chapter 78 Quorum for meetings of Board Chapter 79 Passing of resolution by circulation Division 13 Audit Committee Chapter 80 Audit Committee Chapter 81 Nomination and Remuneration Committee and Stakeholders Relationship committee Division 14 Powers of Directors Chapter 82 Powers of Board Chapter 83 Restrictions on Powers of Board Chapter 84 Prohibitions and restrictions regarding political contributions and contribution to bona fide and charitable funds, etc. Chapter 85 Power of Board and other persons to make contributions to National Defence Fund, etc. Chapter 86 Disclosure of interest by director Chapter 87 Loan to Directors, etc. Chapter 88 Loan and investment by company Chapter 89 Investments of company to be held in its own name Chapter 90 Related Party Transactions Chapter 91 Register of contracts or arrangements in which directors are interested Chapter 92 Contract of employment with managing or whole-time directors Chapter 93 Payment to director for loss of office, etc., in connection with transfer of undertaking, property or shares Chapter 94 Restriction on non-cash transactions involving directors Chapter 95 Contract by One Person Company Chapter 96 Prohibition on forward dealings in securities of company by director or key managerial personnel Chapter 97 Prohibition on insider trading of securities Chapter 98 Appointment of managing director, whole-time director or manager Chapter 99 Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits Chapter 100 Compensation for loss of office of managing or whole-time director or manager Chapter 101 Appointment of key managerial personnel Chapter 102 Secretarial audit for bigger companies Division 15 Inquiry and Investigation Chapter 103 Power to call for information, inspect books and conduct inquiries Chapter 104 Conduct of inspection and inquiry Chapter 105 Investigation into company's affairs in other cases Chapter 106 Procedure, powers, etc. of inspectors Chapter 107 Freezing of assets of company on inquiry and investigation Chapter 108 Imposition of restrictions upon securities Chapter 109 Actions to be taken in pursuance of inspector's report Chapter 110 Penalty for furnishing false statement, mutilation, destruction of documents Division 16 Compromises, Arrangements and Amalgamations Chapter 111 Merger and amalgamation of companies Chapter 112 Registration of offer of schemes involving transfer of shares Chapter 113 Preservation of books and papers of amalgamated companies Division 17 Oppression and Mismanagement Chapter 114 Powers of Tribunal Chapter 115 Consequence of termination or modification of certain agreements Chapter 116 Class action Chapter 117 Restrictions on making application under section 248 in certain situations Chapter 118 Fraudulent application for removal of name Chapter 119 Appeal to Tribunal Division 18 Registered Valuers Chapter 120 Valuation by registered valuers Division 19 Winding Up of Companies Chapter 121 Directions for filing statement of affairs and Promoters, directors, etc., to co-operate with Company Liquidator Chapter 122 Dissolution of company by Tribunal Chapter 123 Offences by officers of companies in liquidation Chapter 124 Penalty for frauds by officers Chapter 125 Liability where proper accounts not kept Chapter 126 Liability for fraudulent conduct of business Chapter 127 Power of Tribunal to assess damages against delinquent directors, etc. Chapter 128 Liability under sections 339 and 340 to extend to partners or directors in firms or companies Chapter 129 Prosecution of delinquent officers and members of company Chapter 130 Statement that company is in liquidation Chapter 131 Disposal of books and papers of company Chapter 132 Information as to pending liquidations Chapter 133 Liquidator to make returns, etc. Chapter 134 Powers of Tribunal to declare dissolution of company void Division 20 Foreign Company Chapter 135 Application of Act to foreign companies Division 21 Fee for Filing, Etc. Chapter 136 Fee for filing, etc. Division 22 Other Offences Chapter 137 Power of Central Government to direct companies to furnish information or statistics Chapter 138 Power to punish for contempt Chapter 139 Punishment for false statement Chapter 140 Punishment for false evidence Chapter 141 Punishment where no specific penalty or punishment is provided Chapter 142 Punishment/penalty in case of repeated default Chapter 143 Punishment for wrongful withholding of property Chapter 144 Punishment for improper use of "Limited" or "Private Limited" Chapter 145 Dormant Company Chapter 146 Prohibition of association or partnership of persons exceeding certain number Division 23 Punishment for Fraud Chapter 147 Punishment for fraud Chapter 148 Factors for determining level of punishment and Lesser penalties for certain companies Division 24 Compounding of Offences and Other Remedies Chapter 149 Adjudication of Penalties Chapter 150 Introduction to Compounding of Offences Chapter 151 Compounding of Offences and Other Remedies under Company Law Chapter 152 Special Courts under the Companies Act, 2013

ISBN: 978-93-86921-27-7

AUTHOR: CA. Kamal Garg

Edition: 2nd edn., 2021

Year: 2021

Pages: 776