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The Companies Act, 1956

Title : The Companies Act, 1956

Year : 1956



1*[(1) Every balance-sheet of a company shall give a true and fair view of the state of affairs of the company as at the end of the financial year and shall, subject to the provisions of this section, be in the form set out in Part I of Schedule VI, or as near thereto as circumstances admit or in such order form as may be approved by the Central Government either generally or in any particular case; and in preparing the balance-sheet due regard shall be had, as far as may be, to the general instructions for preparation of balance-sheet under the heading "Notes" at the end of that Part:-

Provided that nothing contained in this sub-section shall apply to any insurance or banking company or any company engaged in the generation or supply of electricity or to any other class of company for which a form of balance-sheet has been specified in or under the Act governing such class of company.]

(2) Every profit and loss account of a company shall give a true and fair view of the profit or loss of the company for the financial year and shall, subject as aforesaid, comply with the requirements of Part II of Schedule VI, so far as they are applicable thereto:-

Provided that nothing contained in this sub-section shall apply to any insurance or banking company 2*[or any company engaged in the generation or supply of electricity], or to any other class of company for which a form of profit and loss account has been specified in or under the Act governing such class of company.

(3) The Central Government may, by notification in the Official Gazette, exempt any class of companies from compliance with any of the requirements in Schedule VI if, in its opinion, it is necessary to grant the exemption in the 3*[public interest].

Any such exemption may be granted either unconditionally or subject to such conditions as may be specified in the notification.

4*[(3A) Every profit and loss account and balance-sheet of the company shall comply with the accounting standards.

(3B) Where the profit and loss account and the balance-sheet of the company do not comply with the accounting standards, such companies shall disclose in its profit and loss account and balance-sheet, the following, namely:-

(a) The deviation from the accounting standards;

(b) The reasons for such deviation; and

(c) The financial effect, if any, arising due to such deviation.

(3C) For the purposes of this section, the expression "accounting standards" means the standards of accounting recommended by the Institute of Chartered Accountants of India constituted under the Chartered Accountants Act, 1949 (38 of 1949), as may be prescribed by the Central Government in consultation with the National Advisory Committee on Accounting Standards established under sub-section (1) of section 210A:-

Provided
that the standards of accounting specified by the Institute of Chartered Accountants of India shall be deemed to be the accounting standards until the accounting standards are prescribed by the Central Government under this sub-section.]

(4) The Central Government may, on the application or with the consent of the Board of directors of the company, by order, modify in relation to that company any of the requirements of this Act as to the matters to be stated in the company's balance sheet or profit and loss account for the purpose of adapting them to the circumstances of the company.

(5) The balance-sheet and the profit and loss account of a company shall not be treated as not disclosing a true and fair view of the state of affairs of the company, merely by reason of the fact that they do not disclose-

(i) In the case of an insurance company, any matters which are not required to be disclosed by the Insurance Act, 1938 (4 of 1938);
(ii) in the case of a banking company, any matters which are not required to be disclosed by the Banking Companies Act, 1949 (10 of 1949);

(iii) In the case of a company engaged in the generation or supply of electricity, any matters which are not required to be disclosed by 5*[both the Indian Electricity Act, 1910 (9 of 1910). and the Electricity (Supply) Act, 1948 (34 of 1948)];

(iv) In the case of a company governed by any other special Act for the time being in force, any matters which are not required to be disclosed by that special Act; or

(v) In the case of any company, any matters which are not required to be disclosed by virtue of the provisions contained in Schedule VI or by virtue of a notification issued under sub-section (3) or an order issued under sub-section (4).

(6) For the purposes of this section, except where the context otherwise requires, any reference to a balance-sheet or profit and loss account shall include any notes thereon or documents annexed thereto, giving information required by this Act, and allowed by this Act to be given in the form of such notes or documents.

(7) If any such person as is referred to in sub-section (6) of section 209 fails to take all reasonable steps to secure compliance by the company, as respects any accounts laid before the company in general meeting, with the provisions of this section and with the other requirements of this Act as to the matters to be stated in the accounts, he shall, in respect of each offence, be punishable with imprisonment for a term which may extend to six months, or with fine which may extend to 6 [ten thousand rupees], or with both:-

Provided
that in any proceedings against a person in respect of an offence under this section, it shall be a defence to prove 7 [***] that a competent and reliable person was charged with the duty of seeing that the provisions of this section and the other requirements aforesaid were complied with and was in a position to discharge that duty:-

Provided further
that no person shall be sentenced to imprisonment for any such offence unless it was committed wilfully.

(8) If any person, not being a person referred to in sub-section (6) of section 209, having been charged by the 8[***] 2*[managing director or manager,] or Board of directors, as the case may be, with the duty of seeing that the provisions of this section and the other requirements aforesaid are complied with, makes default in doing so, he shall, in respect of each offence, be punishable with imprisonment for a term which may extend to six months or with fine which may extend to 6*[ten thousand rupees], or with both:-

Provided
that no person shall be sentenced to imprisonment for any such offence unless it was committed willfully.

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1. Substituted by Act 65 of 1960, Section 62, for sub-section (1) (w.e.f. 28-12-1960).

2. Inserted by Act 65 of 1960, Section 62 (w.e.f. 28-12-1960).

3. Substituted by Act 65 of 1960, Section 62, for "national interest" (w.e.f. 28-12-1960).

4. Inserted by Act 21 of 1999, Section 14 ( w.r.e.f. 31-10-1998).

5. Substituted by Act 65 of 1960, Section 62, for "the Electricity (Supply) Act, 1948 (54 of 1948)" (w.e.f. 28-12-1960).

6. Substituted by Act 53 of 2000, Section 98, for "one thousand rupees" (w.e.f. 13-12-2000).

7. The words "that he had reasonable ground to believe and did believe" omitted by Act 65 of 1960, Section 62 (w.e.f. 28-12-1960).

8. The words "managing agent, secretaries and treasurers," omitted by Act 53 of 2000, Section 98 (w.e.f. 13-12-2000).

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(1) There shall be attached to the balance-sheet of a holding company having a subsidiary or subsidiaries at the end of the financial year as at which the holding company's balance-sheet is made out, the following documents in respect of such subsidiary or of each such subsidiary, as the case may be:-

(a) A copy of the balance-sheet of the subsidiary;

(b) A copy of its profit and loss account;

(c) A copy of the report of its Board of directors;

(d) A copy of the report of its auditors;

(e) A statement of the holding company's interest in the subsidiary as specified in sub-section (3);

(f) The statement referred to in sub-section (5), if any; and

(g) The report referred to in sub-section (6), if any.

(2)1*[(a) The balance-sheet referred to in clause (a) of sub-section (1) shall be made out in accordance with the requirements of this Act,-

(i) As at the end of the financial year of the subsidiary, where such financial year coincides with the financial year of the holding company;

(ii) As at the end of the financial year of the subsidiary last before that of the holding company where the financial year of the subsidiary does not coincide with that of the holding company.]

(b) The profit and loss account and the reports of the Board of directors and of the auditors, referred to in clauses (b), (c) and (d) of sub-section (1), shall be made out, in accordance with the requirements of this Act, for the financial year of the subsidiary referred to in clause (a).

(c)2*[Where the financial year of the subsidiary does not coincide with that of the holding company, the financial year aforesaid] of the subsidiary shall not end on a day which precedes the day on which the holding company's financial year ends by more than six months.

(d) Where the financial year of a subsidiary is shorter in duration than that of its holding company, references to the financial year of the subsidiary in clauses (a), (b) and (c) shall be construed as references to two or more financial years of the subsidiary the duration of which, in the aggregate, is not less than the duration of the holding company's financial year.

(3) The statement referred to in clause (e) of sub-section (1) shall specify-

(a) The extent of the holding company's interest in the subsidiary at the end of the financial year or of the last of the financial years of the subsidiary referred to in sub-section (2);

(b) The net aggregate amount, so far as it concerns members of the holding company and is not dealt with in the company's accounts, of the subsidiary's profits after deducting its losses or vice versa-

(i) For the financial year or years of the subsidiary aforesaid; and

(ii) For the previous financial years of the subsidiary since it became the holding company's subsidiary;

(c) The net aggregate amount of the profits of the subsidiary after deducting its losses or vice versa-

(i) For the financial year or years of the subsidiary aforesaid; and

(ii) For the previous financial years of the subsidiary since it became the holding company's subsidiary,so far as those profits are dealt with, or provision is made for those losses, in the company's accounts.

(4) Clauses (b) and (c) of sub-section (3) shall apply only to profits and losses of the subsidiary which may properly be treated in the holding company's accounts as revenue profits or losses, and the profits or losses attributable to any shares in a subsidiary for the time being held by the holding company or any other of its subsidiaries shall not (for that or any other purpose) be treated as aforesaid so far as they are profits or losses for the period before the date on or as from which the shares were acquired by the company or any of its subsidiaries, except that they may in a proper case be so treated where-

(a) The company is itself the subsidiary of another body corporate; and

(b) The shares were acquired from that body corporate or a subsidiary of it;and for the purpose of determining whether any profits or losses are to be treated as profits or losses for the said period, the profit or loss for any financial year of the subsidiary may, if it is not practicable to apportion it with reasonable accuracy by reference to the facts, be treated as accruing from day-to-day during that year and be apportioned accordingly.

(5) Where the financial year or years of a subsidiary referred to in sub-section (2) do not coincide with the financial year of the holding company, a statement containing information on the following matters shall also be attached to the balance-sheet of the holding company:-

(a) Whether there has been any, and, if so, what change in the holding company's interest in the subsidiary between the end of the financial year or of the last of the financial years of the subsidiary and the end of the holding company's financial year;

(b) Details of any material changes which have occurred between the end of the financial year or of the last of the financial years of the subsidiary and the end of the holding company's financial year in respect of-

(i) The subsidiary's fixed assets;

(ii) Its investments;

(iii) The moneys lent by it;

(iv) The moneys borrowed by it for any purpose other than that of meeting current liabilities.

(6) If, for any reason, the Board of directors of the holding company is unable to obtain information on any of the matters required to be specified by sub-section (4), a report in writing to that effect shall be attached to the balance-sheet of the holding company.

(7) The documents referred to in clauses (e), (f) and (g) of sub-section (1) shall be signed by the persons by whom the balance-sheet of the holding company is required to be signed.

(8) The Central Government may, on the application or with the consent of the Board of directors of the company, direct that in relation to any subsidiary, the provisions of this section shall not apply, or shall apply only to such extent as may be specified in the direction.

(9) If any such person as is referred to in sub-section (6) of section 209 fails to take all reasonable steps to comply with the provisions of this section, he shall in respect of each offence, be punishable with imprisonment for a term which may extend to six months, or with fine which may extend to3*[ten thousand rupees], or with both:

Provided
that in any proceedings against a person in respect of an offence under this section, it shall be a defence to prove4[***]that a competent and reliable person was charged with the duty of seeing that the provisions of this section were complied with and was in a position to discharge that duty:-

Provided further that no person shall be sentenced to imprisonment for any such offence unless it was committed wilfully.
(10) If any person not being a person referred to in sub-section (6) of section 209, having been, charged by the5[***]6[managing director, manager,] or Board of directors, as the case may be, with the duty of seeing that the provisions of this section are complied with, makes default in doing so, he shall, in respect of each offence, be punishable with imprisonment for a term which may extend to six months, or with fine which may extend to3*[ten thousand rupees], or with both:-

Provided that no person shall be sentenced to imprisonment for any such offence unless it was committed willfully.

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1. Substituted by Act 65 of 1960, Section 63, for clause (a) (w.e.f. 28-12-1960).

2. Substituted by Act 65 of 1960, Section 63, for "The financial year aforesaid" (w.e.f. 28-12-1960).

3. Substituted by Act 53 of 2000, Section 99, for "one thousand rupees" (w.e.f. 13-12-2000).

4. The words "that he had reasonable ground to believe, and did believe," omitted by Act 65 of 1960, Section 63 (w.e.f. 28-12-1960).

5. The words "managing agent, secretaries and treasurers," omitted by Act 53 of 2000, Section 99 (w.e.f. 13-12-2000).

6. Inserted by Act 65 of 1960, Section 63 (w.e.f. 28-12-1960).

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(1) Where it appears to the Central Government desirable for a holding company or a holding company's subsidiary, to extend its financial year so that the subsidiary's financial year may end with that of the holding company, and for that purpose to postpone the submission of the relevant accounts to a general meeting, the Central Government may, on the application or with the consent of the Board of directors of the company whose financial year is to be extended, direct that in the case of that company, the submission of accounts to a general meeting, the holding of an annual general meeting or the making of an annual return, shall not be required to be submitted, held or made, earlier than the-dates specified in the direction, notwithstanding anything to the contrary in this Act or in any other Act for the time being in force.

(2) The Central Government shall, on the application of the Board of directors of a holding company or a holding company's subsidiary, exercise the powers conferred on that Government by sub-section (1) if it is necessary so to do, in order to secure that the end of the financial year of the subsidiary does not precede the end of the holding company's financial year by more than six months, where that is not the case at the commencement of this Act, or at the date on which the relationship of holding company and subsidiary comes into existence where that date is later than the commencement of this Act.



(1) A holding company may, by resolution,authorise representatives named in the resolution to inspect the books of account kept by any of its subsidiaries; and the books of account of any such subsidiary shall be open to inspection by those representatives at any time during business hours.

(2) The rights conferred by section 235 upon members of a company may be exercised, in respect of any subsidiary, by members of the holding company as if they alone were members of the subsidiary.



(1) Save as provided by sub-section (2), every balance-sheet and every profit and loss account of a company shall be signed on behalf of the Board of directors-

(i) In the case of banking company, by the persons specified in clause (a) or clause (b), as the case may be, of sub-section (2) of section 29 of the Banking Companies Act, 1949 (10 of 1949);

(ii) In the case of any other company, by its1[***]manager or secretary, if any, and by not less than two directors of the company one of whom shall be a managing director where there is one.

(2) In the case of a company not being a banking company, when only one of its directors is for the time being in India, the balance-sheet and the profit and loss account shall be signed by such director; but in such a case there shall be attached to the balance-sheet and the profit and loss account a statement signed by him explaining the reason for non-compliance with the provisions of sub-section (1).

(3) The balance-sheet and the profit and loss account shall be approved by the Board of directors before they are signed on behalf of the Board in accordance with the provisions of this section and before they are submitted to the auditors for their report thereon.

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1 . The words "managing agent, secretaries and treasurers," omitted by Act 53 of 2000, Section 100 (w.e.f. 13-12-2000).

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The profit and loss account shall be annexed to the balance-sheet and the auditors' report 1*[(including the auditors' separate, special or supplementary report, if any)] shall be attached thereto.

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1. Inserted by Act 65 of 1960, Section 64 (w.e.f. 28-12-1960).

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(1) There shall be attached to every balance-sheet laid before a company in general meeting, a report by its Board of directors, with respect to-

(a) The state of the company's affairs;

(b) The amounts, if any, which it proposes to carry to any reserves 1[***] in such balance-sheet 2[***];

(c) The amount, if any, which it recommends should be paid by way of dividend;

3*[(d) Material changes and commitments, if any; affecting the financial position of the company which have occurred between the end of the financial year of the company to which the balance-sheet relates and the date of report;]

4*[(e) The conservation of energy, technology absorption, foreign exchange earnings and outgo, in such manner as may be prescribed.]

(2) The Board's report shall, so far as is material for the appreciation of the state of the company's affairs by its members and will not in the Board's opinion be harmful to the business of the company or of any of its subsidiaries, deal with any changes which have occurred during the financial year-

(a) In the nature of the company's business;

(b) In the company's subsidiaries or in the nature of the business carried on by them; and

(c) Generally in the classes of business in which the company has an interest.

5*[(2A) (a) The Board's report shall also include a statement showing the name of every employee of the company who-

(i) If employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than 6*[such sum as may be prescribed]; or

(ii) If employed for a part of the financial year, was in receipt of remuneration for any part, of that year, at a rate which, in the aggregate was not less than 7*[such sum per month as may be prescribed;8* or]

9*[(iii) If employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, on the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two per cent, of the equity shares of the company.]

(b) The statement referred to in clause (a) shall also indicate,-
(i) whether any such employee is a relative of any director or manager of the company and if so, the name of such director, and
(ii) such other particulars as may be prescribed.

Explanation.-"Remuneration" has the meaning assigned to it in the explanation to section 198.]

10*[(2AA) The Board's report shall also include a Directors' Responsibility Statement, indicating therein,-

(i) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

(iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) That the directors had prepared the annual accounts on a going concern basis.]

11*[(2B) The Board's report shall also specify the reasons for the failure, if any, to complete the buy-back within the time specified in sub-section (4) of section 77A.]

(3) The Board shall also be bound to give the fullest information and explanations in its report aforesaid, or in cases falling under the proviso to section 222, in an addendum to that report, on every reservation, qualification or adverse remark contained in the auditors' report.

(4) The Board's report and any addendum thereto shall be signed by its chairman if he is authorised in that behalf by the Board; and where he is not so authorised, shall be signed by such number of directors as are required to sign the balance-sheet and the profit and loss account of the company by virtue of sub-sections (1) and (2) of section 215.

(5) If any person, being a director of a company, fails to take all reasonable steps to comply with the provisions of sub-sections (1) to (3), or being the chairman, signs the Board's report otherwise than in conformity with the provisions of sub-section (4), he shall, in respect of each offence, be punishable with imprisonment for a term which may extend to six months, or with fine which may extend to 12*[twenty thousand rupees], or with both:-

Provided that no person shall be sentenced to imprisonment for any such offence unless it was committed willfully:-

Provided further that in any proceedings against a person in respect of an offence under sub-section (1), it shall be a defence to prove 13[***] that a competent and reliable person was charged with the duty of seeing that the provisions of that sub-section were complied with and was in a position to discharge that duty.

(6) If any person, not being a director, having been charged by the Board of directors with the duty of seeing that the provisions of sub-sections (1) to (3) are complied with, makes default in doing so, he shall, in respect of each offence, be punishable with imprisonment for a term which may extend to six months, or with fine which may extend to 12*[twenty thousand rupees], or with both:-

Provided that no person shall be sentenced to imprisonment for any such offence unless it was committed willfully.
 
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1. The word "either" omitted by Act 65 of 1960, Section 65 (w.e.f. 28-12-1960).

2. The words "or in a subsequent balance-sheet; and" omitted by Act 65 of 1960, Section 65 (w.e.f. 28-12-1960).

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

4. Added by Act 31 of 1988, Section 30 (w.e.f. 1-4-1989).

5. Inserted by Act 41 of 1974, Section 22 (w.e.f. 1-2-1975).

6. Substituted by Act 31 of 1988, Section 30, for "thirty-six thousand rupees" (w.e.f. 15-6-1988).

7. Substituted by Act 31 of 1988, Section 30, for "three thousand rupees per month" (w.e.f. 15-6-1988).

8. Sixty lakh rupees per financial year or five lakh rupees per month vide Notification No. GSR 298 (E) dated 31.03.2011, prior to substitution "Rs. 2,00,000 per month (w.e.f. 17-4-2002)"

9. Inserted by Act 31 of 1988, Section 30 (w.e.f. 15-6-1988).

10. Inserted by Act 53 of 2000, Section 101 (w.e.f. 13-12-2000).

11. Inserted by Act 21 of 1999, Section 15 (w.r.e.f. 31-10-1998).

12. Substituted by Act 53 of 2000, Section 101, for "two thousand rupees" (w.e.f. 13-12-2000).

13. The words "that the had reasonable ground to believe, and did believe," omitted by Act 65 of 1960, Section 65 of 1960, Section 65 (w.e.f. 28-12-1960).
 
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(a) If any copy of a balance-sheet or profit and loss account which has not been signed as required by section 215 is issued, circulated or published; or

(b) If any copy of a balance-sheet is issued, circulated or published without there being annexed or attached thereto, as the case may be, a copy each of-

(i) The profit and loss account,

(ii) Any accounts, reports or statements which, by virtue of section 212, are required to be attached to the balance-sheet,

(iii) The auditors' report, and

(iv) The Board's report referred to in section 217; the company, and every officer of the company who is in default, shall be punishable with fine which may extend to 1*[five thousand rupees].

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1 . Substituted by Act 53 of 2000, Section 102, for "five hundred rupees" (w.e.f. 13-12-2000).

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(1) A copy of every balance-sheet (including the profit and loss account, the auditors' report and every other document required by law to be annexed or attached, as the case may be, to the balance-sheet) which is to be laid before a company in general meeting shall, not less than twenty-one days before the date of the meeting, be sent to every member of the company, 1*[to every trustee for the holders of any debentures issued by the company, whether such member or trustee is or is not entitled to have notices of general meetings of the company sent to him, and to all persons other than such members or trustees, being persons so entitled]:

Provided that-

(a) In the case of a company not having a share capital, this sub-section shall not require the sending of a copy of the documents aforesaid to a member, or holder of debentures, of the company who is not entitled to have notices of general meetings of the company sent to him,

(b) This sub-section shall not require a copy of the documents aforesaid to be sent-

(i) To a member, or holder of debentures, of the company, who is not entitled to have notices of general meetings of the company sent to him and of whose address the company is unaware;

(ii) To more than one of the joint-holders of any shares or debentures none of whom is entitled to have such notices sent to him; 2 [***]

(iii) In the case of joint-holders of any shares or debentures some of whom are and some of whom are not entitled to have such notices sent to them, to those who are not so entitled; 3 [***].

4*[(iv) In the case of a company whose shares are listed on a recognised stock exchange, if the copies of the documents aforesaid are made available for inspection at its registered office during working hours for a period of twenty-one days before the date of the meeting and a statement containing the salient features of such documents in the prescribed form or copies of the documents aforesaid, as the company may deem fit, is sent to every member of the company and to every trustee for the holders of any debentures issued by the company not less than twenty-one days before the date of the meeting;]

(c) If the copies of the documents aforesaid are sent less than twenty-one days before the date of the meetings, they shall, notwithstanding that fact, be deemed to have been duly sent if it is so agreed by all the members entitled to vote at the meeting.

5*[(2) Any member for holder of debentures of a company and any person from whom the company has accepted a sum of money by way of deposit shall, on demand, be entitled to be furnished free of cost, with a copy of the last balance-sheet of the company and of every document required by law to be annexed or attached thereto, including the profit and loss account and the auditors' report.]

(3) If default is made in complying with sub-section (1), the company, and every officer of the company who is in default, shall be punishable with fine which may extend to 6*[five thousand rupees].

(4) If, when any person makes a demand for a copy of any document with which he is entitled to be furnished by virtue of sub-section (2), default is made in complying with the demand within seven days after the making thereof, the company, and every officer of the company who is in default, shall be punishable with fine which may extend to 6*[five thousand rupees], unless it is proved that person had already made a demand for and been furnished with a copy of the document.The 7*[Central Government] may also by order, direct that the copy demanded shall forthwith be furnished to the person concerned.

(5) Sub-sections (1) to (4) shall not apply in relation to a balance-sheet of a private company laid before it before the commencement of this Act; and in such a case the right of any person to have sent to him or to be furnished with a copy of the balance-sheet, and the liability of the company in respect of a failure to satisfy that right, shall be the same as they would have been if this Act had not been passed.

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1. Substituted by Act 31 of 1988, Section 31, for certain words (w.e.f. 17-4-1989).

2. The word "or" omitted by Act 31 of 1988, Section 31 (w.e.f. 17-4-1989).

3. The word "and" omitted by Act 31 of 1988, Section 31 (w.e.f. 17-4-1989).

4. Inserted by Act 31 of 1988, Section 31 (w.e.f. 17-4-1989).

5. Substituted by Act 31 of 1988, Section 31, for sub-section (2) (w.e.f. 17-4-1989).

6. Substituted by Act 53 of 2000, Section 103, for "five hundred rupees" (w.e.f. 13-12-2000).

7. Substituted by Act 31 of 1988, Section 31, for "Court" (w.e.f. 31-5-1991) and again substituted by Act 11 of 2003, section 27, for "Company Law Board".

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(1) After the balance-sheet and the profit and loss account have been laid before a company at an annual general meeting as aforesaid, there shall be filed with the Registrar1*[within thirty days from the date on which the balance-sheet and the profit and loss account were so laid]2*[or where the annual general meeting of a company for any year has not been held, there shall be filed with the Registrar within thirty days from the latest day on or before which that meeting should have been held in accordance with the provisions of this Act].

(a)3[***] three copies of the balance-sheet and the profit and loss account signed by the managing director,4[***]manager or secretary of the company, or if there be none of these, by a director of the company, together with three copies of all documents which are required by this Act to be annexed or attended to such balance-sheet or profit and loss account:-

5*[Provided that in the case of a private company, copies of the balance-sheet and copies of the profit and loss account shall be filed with the Registrar separately:]

6[***]

5*[Provided further that, -

(i) In the case of a private company which is not a subsidiary of a public company, or

(ii) In the case of a private company of which the entire paid-up share capital is held by one or more bodies corporate incorporated outside India, or

(iii) In the case of a company which becomes a public company by virtue of section 43A, if the Central Government directs that it is not in the public interest that any person other than a member of the company shall be entitled to inspect, or obtain copies of the profit and loss account of the company,no person other than a member of the company concerned shall be entitled to inspect, or obtain copies of, the profit and loss account of that company under section 610.]

(2) If the annual general meeting of a7[***] company before which a balance-sheet is laid as aforesaid does not adopt the balance-sheet8[or is adjourned without adopting the balance-sheet]9[or, if the annual general meeting of a company for any year has not been held] a statement of that fact and of the reasons therefore shall be annexed to the balance-sheet and to the copies thereof required to be filed with the Registrar.

(3) If default is made in complying with the requirements of sub-sections (1) and (2), the company, and every officer of the company who is in default, shall be liable to the like punishment as is provided by section 162 for a default in complying with the provisions of sections 159, 160 or 161.

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1 .Substituted by Act 31 of 1965, Section 62 and Schedule, for certain words (w.e.f. 15-10-1965).

2 .Inserted by Act 46 of 1977, Section 5 (w.e.f. 24-12-1977).

3 .The words "in the case of a public company" omitted by Act 65 of 1960, Section 66 (w.e.f. 28-12-1960).

4 .The words "managing agent, secretaries and treasurers," omitted by Act 53 of 2000, Section 104 (w.e.f. 13-12-2000).

5 .Inserted by Act 65 of 1960, Section 66 (w.e.f. 28-12-1960).

6 .Clause (b) omitted by Act 65 of 1960, Section 66 (w.e.f. 28-12-1960).

7 .The words "public or private" omitted by Act 65 of 1960, Section 66 (w.e.f. 28-12-1960).

8 .Inserted by Act 31 of 1988, Section 32 (w.e.f. 15-6-1988).

9 .Inserted by Act 46 of 1977, Section 5 (w.e.f. 24-12-1977).

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Last updated on September, 2016

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