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The Companies Act, 1956

Title : The Companies Act, 1956

Year : 1956



(1) Subject to the provisions of this section, the Central Government may, by notification in the Official Gazette, alter any of the regulations, rules, tables, forms and other provisions contained in any of the Schedules to this Act, except Schedules XI and XII.

(2) Any alteration notified under sub-section (1) shall have effect as if enacted in this Act and shall come into force on the date of the notification unless the notification otherwise directs:-

Provided that no such alteration in Table A of Schedule I shall apply to any company registered before the date of such alteration.

1*[(3) Every alteration made by the Central Government under sub-section (1) shall be laid as soon as may be after it is made before each House of Parliament while it is in session for a total period of thirty days which may be2*[comprised in one session or in two or more successive sessions, and if, before the expiry of the session immediately following the session or the successive sessions aforesaid], both Houses agree in making any modification in the alteration, or both Houses agree that the alteration should not be made, the alteration shall thereafter have effect only in such modified form or be of no effect, as the case may be, so, however, that any such modification or annulment shall be without prejudice to the validity of anything previously done in pursuance of that alteration.]

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1. Substituted by Act 65 of 1960, Section 210, for sub-section (3) (w.e.f. 28-12-1960).

2. Substituted by Act 41 of 1974, Section 39, for certain words (w.e.f. 1-2-1975).

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(1) In addition to the powers conferred by section 641, the Central Government may, by notification in the Official Gazette, make rules-

(a) For all or any of the matters which by this Act are to be, or may be prescribed by the Central Government; and

(b) Generally to carry out the purposes of this Act.

1*[(2) Any rule made under sub-section (1) may provide that a contravention thereof shall be punishable with fine which may extend to 2*[five thousand rupees] and where the contravention is a continuing one, with a further fine which may extend to 3*[five hundred rupees] for every day after the first during which such contravention continues.

(3) Every rule made by the Central Government under sub-section (1) shall be laid as soon as may be after it is made before each House of Parliament while it is in session for a total period of thirty days which may be 4*[comprised in one session or in two or more successive sessions, and if, before the expiry of the session immediately following the session or the successive sessions aforesaid] both Houses agree in making any modification in the rule or both Houses agree that the rule should not be made, the rule shall thereafter have effect only in such modified form or be of no effect as the case may be, so, however, that any such modification or annulment shall be without prejudice to the validity of anything previously done under that rule.]

5*[(4) Every regulation made by the Securities and Exchange Board of India under this Act shall be laid, as soon as may be after it is made, before each House of Parliament, while it is in session, for a total period of thirty days which may be comprised in one session or in two or more successive sessions, and if, before the expiry of the session immediately following the session or the successive sessions aforesaid, both Houses agree in making any modification in the regulation or both Houses agree that the regulation should not be made, the regulation shall thereafter have effect only in such modified form or be of no effect, as the case may be; so, however, that any such modification or annulment shall be without prejudice to the validity of anything previously done under that regulation.]

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1. Substituted by Act 65 of 1960, Section 211, for sub-sections (2) and (3) (w.e.f. 28-12-1960).

2. Substituted by Act 53 of 2000, Section 231, for "five hundred rupees" (w.e.f. 13-12-2000).

3. Substituted by Act, 53, of 2000, Section 231, for "fifty rupees" (w.e.f. 13-12-2000).

4. Substituted by Act 41 of 1974, Section 40, for certain words (w.e.f. 1-2-1975).

5. Inserted by Act 21 of 1999, Section 20 (w.r.e.f. 31-10-1999).

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(1) The Central Government shall, make rules consistent with the Code of Civil Procedure, 1908 (5 of 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.

(2) In particular and without prejudice to the generality of the forgoing power, such rule may provide for all or any of the following matters, namely:-

(i) As to the mode of proceedings to be held for winding up of a company by the Tribunal;

(ii) For the voluntary winding up of companies, whether by members or by creditors;

(iii) For the holding of meetings of creditors and members in connection with proceedings under section 391;

(iv) For giving effect to the provisions of this Act as to the reduction of the capital;

(v) Generally for all applications to be made to the Tribunal under the provisions of this Act; and

(vi) The holding and conducting of meetings to ascertain the wishes of creditors and contributories;

(vii) The settling of lists of contributories and the rectifying of the register of members where required and collecting and applying the assets;

(viii) The payment, delivery, conveyance, surrender or transfer of money, property, books or papers to the liquidator;

(ix) The making of calls; and

(x) The fixing of a time within which debts and claims shall be proved.

(3) All rules made by the Supreme Court on the matters referred to in this section as it stood immediately before the commencement of the Companies (Second Amendment) Act, 2002, and in force at such commencement shall continue to be in force, in so far as they are not in consistent with the provisions of this Act, till such time the rules are made by the Central Government and any reference to the High Court in relation to winding up of a company in such rules shall be construed as a reference to the Tribunal]

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1. Substituted by Act 11 of 2003, Section 130, for Section 643 (See Annexe).

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The enactments mentioned in Schedule XII are hereby repealed.



Nothing in this Act shall affect any order, rule, regulation, appointment, conveyance, mortgage, deed, document or agreement made, fee directed, resolution passed, direction given, proceeding taken, instrument executed or issued, or thing done, under or in pursuance of any previous companies law; but any such order, rule, regulation, appointment, conveyance, mortgage, deed, document, agreement, fee, resolution, direction, proceeding, instrument or thing shall, if in force at the commencement of (his Act, continue to be in force, and so far as it could have been made, directed, passed, given, taken, executed, issued or done under or in pursuance of this Act, shall have effect as if made, directed, passed, given, taken executed, issued or done under or in pursuance of this Act.



Nothing in this Act shall affect the operation of section 138 of the Indian Companies Act, 1913 (7 of 1913), as respects inspectors, or as respects the continuation of an inspection begun by inspectors, appointed before the commencement of this Act; and the provisions of this Act shall apply to or in relation to a report of inspectors appointed under the said section 138 as they apply to or in relation to a report of inspectors appointed under section 235 or 237 of this Act.



Where the winding up of a company has commenced before the commencement of this Act,-

(i) Sub-section ( 7) of section 555 shall apply in respect of any moneys paid into the Companies Liquidation Account whether before or after such commencement; and

(ii) The other provisions with respect to winding up contained in this Act shall not apply, but the company shall be wound up in the same manner and with the same incidents as if this Act had not been passed:

1*[Provided that where the proceedings in any such winding up are pending at the commencement of the Companies (Amendment) Act, 1960,-

(a) Sections 463, 502, 515 and 524 shall, as far as may be, also apply in relation thereto;

(b) The liquidator appointed by the court and functioning in any such winding up shall in such manner and at such time as may be prescribed by the Central Government, pay the moneys received by him as such liquidator, into the public account of India in the Reserve Bank of India.]

647A -2* Transfer of winding up proceedings to Tribunal

All proceedings (including proceedings relating to arbitration, compromises, arrangements and reconstruction and winding up of a company) pending before the commencement of the Companies (second Amendment) Act, 2002 before any District Court or High Court, under this Act, or the Insurance Act, 1938 (4 of 1938)or any other law for the time being in force other than under the Banking Regulation Act, 1949 (10 of 1949), shall be transferred to the Tribunal from the date to be notified by the Central Government, in the Official Gazette, and the Tribunal may proceed with the matter either de novo or from the stage it was so transferred:-

Provided
that where the winding up of a company has commenced, subject to the supervision of the District Court or a High Court, before the commencement of the Companies (second Amendment) Act, 2002, such winding up shall continue to be under the supervision of the District Court or the High Court, as the case may be, and the company shall be wound up in the same manner and in the same incidents as if the Companies (Second Amendment) Act, 2002 had not been passed.]

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1. Inserted by Act 65 of 1960, Section 213 (w.e.f. 28-12-1960).

2. Inserted by Act 11 of 2003, Section 131.

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Nothing in this Act shall affect any prosecution instituted or ordered by the court to be instituted under section 237 of the Indian Companies Act,1913 (7 of 1913), and the court shall have the same power of directing how any costs, charges, and expenses properly incurred in any such prosecution are to be defrayed as it would have had, if this Act had not been passed.



Any document referring to any former enactment relating to companies shall be construed as referring to the corresponding enactment in this Act.



[Rep. by the Companies (Amendment) Act, 1960 (65 of 1960), Section 214 (w.e.f. 28-12-1960)]



Any reference to an extraordinary resolution in the articles of a company, or in any resolution passed in general meeting by the company, or in any other instrument, or in any law in force immediately before the commencement of this Act, shall, with effect on and from such commencement, be construed as a reference to a special resolution.

651A -1* Reference of winding up of companies in other laws

Unless the context otherwise requires,-

(a) Any reference to the winding up of a company by a Court or High Court or winding up of a company subject to supervision of a Court or High Court in any other law (except the Banking Regulation Act, 1949 (10 of 1949)) shall, in so far as it relates to winding up of a company, be construed as winding up of a company by the Tribunal in accordance with the provisions of this Act;

(b) Any reference to the Company Law Board in any other law, so far as it relates to the Company Law Board, shall be construed as the Tribunal under this Act.]

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1. Inserted by Act 11 of 2003, Section 134.

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Any person appointed to any office under or by virtue of any previous companies law shall be deemed to have been appointed to that office under or by virtue of this Act.



The offices existing at the commencement of this Act for the registration of companies shall be continued as if they had been established under this Act.



Any register kept under the provisions of any previous companies law shall be deemed to be part of the register to be kept under the corresponding provisions of this Act.



All funds constituted and accounts kept under this Act shall be deemed to be in continuation of the corresponding funds constituted and accounts kept under previous companies laws.



Nothing in this Act shall affect the incorporation of any company registered under any enactment hereby repealed.



Nothing in this Act shall affect-

(a) Table B in the Schedule annexed to Act No. XIX of 1857, or any part thereof, so far as the same applies to any company existing at the commencement of this Act;

(b) Table A in the First Schedule annexed to the Indian Companies Act 1882 (6 of 1882), or any part thereof, so far as the same applies to any company existing at the commencement of this Act;

(c) Table A in the First Schedule to the Indian Companies Act 1913 (7 of 1913), either as originally contained in that Schedule or as altered in pursuance of section 151 of that Act, so far as the same applies to any company existing at the commencement of this Act.



The mention of particular matters in sections 645 to 657 or in any other provision of this Act shall not prejudice the general application of section 6of the General Clauses Act, 1897 (10 of 1897), with respect to the effect of repeals.
Last updated on September, 2016

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