Professional Documents
Culture Documents
b) is identical with or
too nearly resembles to
a registered trade mark
Sec 145-Auditor to
sign audit reports, etc.
43. 157 Company to Every Company shall, If a Company fails to
Inform Director within fifteen days of furnish Director
Identification the receipt of Identification Number
Number to intimation under under sub-section (1),
Registrar. section 156, furnish the before the expiry of the
Director Identification period specified under
Number of all its section 403 with additional
directors to the fee, the Company shall be
Registrar or any other punishable with fine which
officer or authority as shall not be less than
may be specified by twenty-five thousand
the Central rupees but which may
Government with such extend to one lakh rupees
fees as may be and every officer of the
prescribed or with such Company who is in default
additional fees as may shall be punishable with
be prescribed within fine which shall not be less
the time specified than twenty-five thousand
under section 403 and rupees but which may
every such intimation extend to one lakh rupees.
shall be furnished in
such form and manner
as may be prescribed.
44. 159 Punishment Sec-152-Appointment If any individual or director
For of directors. of a Company, contravenes
contravention. any of the provisions of
Sec-155- Prohibition to section 152, section 155
obtain more than one and section 156, such
Director Identification individual or director of the
Number. Company shall be
punishable with
Sec-156- Director to imprisonment for a term
Intimate Director which may extend to six
Identification Number. months or with fine which
may extend to fifty
thousand rupees and where
the contravention is a
continuing one, with
a further fine which may
extend to five hundred
rupees for every day after
the first during which the
contravention continues
45. 165 Number of No person, after the If a person accepts an
directorships. commencement of this appointment as a director
Act, shall hold office in contravention of sub-
as a director, including section (1), he shall be
any alternate punishable with fine which
directorship, in more shall not be less than five
than twenty companies thousand rupees but which
at the same time: may extend to twenty-five
Provided that the thousand rupees for every
maximum number of day after the first during
public companies in which the contravention
which a person can be continues.
Appointed as a director
shall not exceed ten.
46. 166 Duties of (1) Subject to the If a director of the
directors. provisions of this Act, Company contravenes the
a director of a provisions of this section
Company shall act in such director shall be
Accordance with the punishable with fine which
articles of the shall not be less than one
Company. lakh rupees but which
(2) A director of a May extend to five lakh
Company shall act in rupees.
good faith in order to
promote the objects of
the Company for the
benefit of its members
as a whole, and in the
best interests of the
Company, its
employees, the
shareholders, the
community and for the
protection of
environment and other
as prescribed in section
166.
47. 167 Vacation of The office of a director If a person, functions as a
office of director. shall become vacant in director even when he
case- a) he incurs any knows that the office of
of the disqualifications director held by him has
specified in section become vacant on account
164; of any of the
(b) he absents himself disqualifications specified
from all the meetings in subsection (1), he shall
of the Board of be punishable with
Directors held during a imprisonment for a term
period of twelve which may extend to one
months with or without year or with fine which
seeking leave of shall not be less than one
absence of the Board; lakh rupees but which may
he acts in extend to five lakh rupees,
contravention of the or with both.
provisions of section
184 relating to entering
into contracts or
arrangements in which
he is directly or
indirectly interested;
(d) he fails to disclose
his interest in any
contract or
arrangement in which
he is
directly or indirectly
interested, in
contravention of the
provisions of section
184;
(e) he becomes
disqualified by an
order of a court or the
Tribunal;
(f) he is convicted by a
court of any offence,
whether involving
moral turpitude
or otherwise and
sentenced in respect
thereof to
imprisonment for not
less than six
months:
Provided that the office
shall be vacated by the
director even if he has
filed an
appeal against the
order of such court;
(g) he is removed in
pursuance of the
provisions of this Act;
(h) he, having been
appointed a director by
virtue of his holding
any office or
other employment in
the holding, subsidiary
or associate Company,
ceases to hold
such office or other
employment in that
Company.
48. 172 Punishment If a Company contravenes
any of the provisions of
this Chapter and for which
no specific punishment is
provided therein, the
Company and every officer
of the Company who is in
default shall be punishable
with fine which shall not be
less than fifty thousand
rupees but which may
extend to five lakh rupees
49. 178 Nomination Sec 177- Audit In case of any
and Committee. contravention of the
Remuneration provisions of section 177
Committee Sec 178- Nomination and this section, the
And Stakeholders And Remuneration Company shall be
Relationship Committee and punishable with fine which
Committee. Stakeholders shall not be less than one
Relationship lakh rupees but which may
Committee. The extend to five lakh rupees
Board of Directors and every officer of the
of every listed Company who is in default
Company and shall be punishable with
such other class imprisonment for a term
or classes of which may extend to one
companies, as year or with fine which
may be prescribed shall not be less than
shall constitute twenty-five thousand
the Nomination rupees but which may
and Remuneration extend to one lakh rupees,
Committee or with both:
consisting of three
or more non-
executive
directors out of
which not less
than
One-half shall be
independent
directors.
50. 182 Prohibitions Notwithstanding If a Company makes any
And restrictions anything contained in contribution in
regarding any other provision of contravention of the
political this Act, a Company, provisions of this section,
Contributions. other than a the Company shall be
Government Company punishable with fine which
and a Company which may extend to five times
has been in existence the amount so contributed
for less than three and every officer of the
financial years, may Company who is in default
contribute any amount shall be punishable with
directly or indirectly to imprisonment for a term
any political party: which may extend to six
Provided that the months and with fine
amount referred to in which may extend to five
sub-section (1) or, as times the amount so
the case may be, the contributed.
aggregate of the
amount which may be
so contributed by the
Company in any
financial year shall not
exceed seven and a
half per cent. of its
average net profits
during the three
immediately preceding
financial years
51. 184 Disclosure of (1) Every director shall If a director of the
interest by at the first meeting of Company contravenes the
Director. the Board in which he provisions of sub-section
participates as a (1) or subsection
director and thereafter (2), such director shall be
at the first meeting of punishable with
the Board in every imprisonment for a term
financial year or which may extend
whenever there is any to one year or with fine
change in the which shall not be less than
disclosures already fifty thousand rupees but
made, then at the first which may
Board meeting held Extend to one lakh rupees,
after such change, or with both.
disclose his concern or
interest in any
Company or
companies or bodies
corporate, firms, or
other association of
individuals which shall
include the
shareholding, in
such manner as may be
prescribed.
89. 337 Penalty for If any person, being at He shall be punishable with
frauds by the time of the imprisonment for a term
officers commission of the which shall not be less than
alleged offence an one year but which may
officer of a Company extend to three years and
which is subsequently with fine which shall not be
ordered to be wound less than one lakh rupees
up by the Tribunal or but which may extend to
which subsequently three lakh rupees
passes a resolution for
voluntary winding up-
(a) has, by false
pretences or by means
of any other fraud,
induced any person
to give credit to the
Company.
(b) with intent to
defraud creditors of the
Company or any other
person has made or
caused to be made any
gift or transfer of, or
charge on, or has
caused or connived at
the levying of any
execution against, the
property of the
Company.
90. 338 Liability where Where a Company is Every officer of the
proper accounts being wound up, if it is Company who is in default
not kept. shown that proper shall, unless he shows that
books of account were he acted honestly and that
not kept by the in the circumstances in
Company throughout which the business of the
the period of two years Company was carried on,
immediately preceding the default was excusable,
the commencement of be punishable with
the winding up, or the imprisonment for a term
period between the which shall not be less than
incorporation of the one year but which may
Company and the extend to three years and
commencement of the with fine which shall not be
winding up, whichever less than one lakh rupees
is shorter. but which may extend to
three lakh rupees
91. 342 Prosecution If it appears to the If a person fails or neglects
of delinquent Company Liquidator in to give assistance required
officers and the course of a by sub-section (5), he shall
members of voluntary winding up be liable to pay fine which
Company that any person, who is shall not be less than
or has been an officer, twenty-five thousand
or any member, of the rupees but which may
Company has been extend to one lakh rupees
guilty of any offence in
relation to the
Company under this
Act, he shall forthwith
report the matter to
the Registrar and shall
furnish to him such
information and give to
him such access to and
facilities for inspecting
and taking copies of
any books and papers,
being information or
books and papers in
the possession or under
the control of the
Company Liquidator
and relating to the
matter in question, as
the Registrar may
require.
92. 344 Statement Where a Company is If a Company contravenes
that Company being wound up, the provisions of sub-
is in liquidation whether by the section (1), the Company,
Tribunal or voluntarily, and every officer of the
every invoice, order Company, the Company
for goods or business Liquidator and any receiver
letter issued by or on or manager, who willfully
behalf of the Company authorizes or permits the
or a Company non-compliance, shall be
Liquidator of the punishable with fine which
Company, or a receiver shall not be less than fifty
or manager of the thousand rupees but which
property of the may extend to three lakh
Company, being a rupees.
document on or in
which the name of the
Company appears,
shall contain a
statement
that the Company is
being wound up
93. 347 Disposal of books When the affairs of a If any person acts in
and papers of Company have been contravention of any rule
Company completely wound up framed or an order made
and it is about to be under sub-section (3), he
dissolved its books and shall be punishable with
papers and those of the imprisonment for a term
Company Liquidator which may extend to six
may be disposed of as Months or with fine this
follows. may extend to fifty
The Central thousand rupees, or with
Government may, by both.
rules-
(a) Prevent for such
period as it thinks
proper the destruction
of the books and
papers of a Company
which has been wound
up and of its Company
Liquidator.
94. 348 Information If the winding up of a If a Company Liquidator
as to pending Company is not makes 45illful default in
liquidations concluded within one causing the statement
year after its referred to in sub-section
commencement, the (1) audited by a person
Company Liquidator who is not qualified to act
shall, unless he is as an auditor of the
exempted from so Company, the Company
doing either wholly or Liquidator shall be
in part by the Central punishable with
Government, within imprisonment for a term
two months of the which may extend
expiry of such year to six months or with fine
and thereafter until the which may extend to one
winding up is lakh rupees, or with both.
concluded, at intervals
of not more than one
year or at such shorter
intervals, if any, as
may be prescribed, file
a statement in such
form containing such
particulars as may be
prescribed, duly
audited, by a person
qualified to act as
auditor of the
Company, with respect
to the proceedings in,
and position of, the
liquidation.
95. 356 Powers of It shall be the duty of If the Company Liquidator
Tribunal to the Company or the person fails so to do,
declare Liquidator or the the Company Liquidator
dissolution of person on whose or the person shall be
Company void. application the order punishable with fine which
was made, within may extend to ten thousand
thirty days after the rupees for every day during
making of the order or which the default continues
such further time as the
Tribunal may allow, to
file a certified copy of
the order with the
Registrar who shall
register the same
96. 392 Punishment Without prejudice to the
For contravention provisions of section 391,
if a foreign Company
contravenes the provisions
of this Chapter, the foreign
Company shall be
punishable with fine which
shall not be less than one
lakh rupees but which may
extend to three lakh rupees
and in the case of a
continuing offence, with an
additional fine which may
extend to fifty
97. 405 Power of Central The Central The Company shall be
Government to Government may, by punishable with fine which
direct companies order, require may extend to twenty-five
to furnish companies generally, thousand rupees and every
information or any class of officer of the Company
or statistics companies, or any who is in default, shall be
Company, to furnish punishable with
such information or imprisonment for a term
statistics with regard to which may extend to six
their or its constitution months or with fine which
or working, and within shall not be less than
such time, as may be twenty-five thousand
specified in the order rupees but which may
If any Company fails extend to three lakh rupees,
to comply with an or with both
order made under sub-
section (1) or
subsection (3), or
knowingly furnishes
any information or
statistics which is
incorrect or incomplete
in any material respect,
98. 441 Compounding Where any offence is Any officer or other
of certain compounded under this employee of the Company
offences section, whether before who fails to comply with
or after the institution any order made by the
of any prosecution, an Tribunal or the Regional
intimation thereof shall Director or any officer
be given by the authorised by the Central
Company to the Government under sub-
Registrar within seven section (4) shall be
days from the date on punishable with
which the offence is so imprisonment for a term
compounded. which may extend to six
months, or with fine not
exceeding one lakh rupees,
or with both.
99. 447 Punishment Without prejudice to Any person who is found
for fraud any liability including to be guilty of fraud, shall
repayment of any debt be punishable with
under this Act or any imprisonment for a term
other law for the time which shall not be less than
being in force six months but which may
extend to ten years and
shall also be liable to fine
which shall not be less than
the amount involved in the
fraud, but which may
extend to three times the
amount involved in
the fraud.
100. 449 Punishment If any person He shall be punishable with
for false intentionally gives imprisonment for a term
evidence. false evidence- which shall not be less than
(a) upon any three years but which may
examination on oath or extend to seven years and
solemn affirmation, with fine which may
authorised under this extend to ten lakh rupees
Act; or
(b) in any affidavit,
deposition or solemn
affirmation, in or about
the winding up of any
Company under this
Act, or otherwise in or
about any matter
arising under this Act.
101. 450 Punishment If a Company or any The Company and
where no specific officer of a Company every
penalty or or any other person officer of the
punishment is contravenes any of Company who is in
provided. the provisions of this default or such other
Act or the rules made person shall be
thereunder, or any punishable with fine
condition, limitation or which may extend to
restriction subject to ten thousand rupees,
which any approval, and where the
sanction, consent, contravention is
confirmation, continuing one,
recognition, direction with a further fine
or exemption in which may extend to
relation to any matter one thousand rupees
has been accorded, for every day after
given or granted, and the first
for which no penalty or during which the
punishment is provided contravention
elsewhere in this Act, continues.
102. 451 Punishment If a Company or an Company and every
in case of officer of a Company officer
repeated default. commits an offence Thereof who is in
punishable either with default shall be
fine or with punishable with twice
imprisonment and the amount of fine for
where the same such offence in
offence is committed addition to any
for the second or imprisonment
subsequent occasions provided for that
within a period of three offence.
years,
103. 452 Punishment If any officer or He shall, on the
for wrongful employee of a complaint of the
withholding Company- Company or of any
of property. (a) wrongfully obtains member or creditor or
possession of any contributory thereof,
property, including be punishable with
cash of the Company fine which shall not
(b) having any such be less than one lakh
property including rupees but which
cash in his possession, may
wrongfully withholds extend to five lakh
it or knowingly applies rupees.
it for the purposes
other than those
expressed or directed
in the articles and
authorised by this Act.
104. 453 Punishment If any person or He shall be
for improper persons trade or carry punishable with fine
use of Limited on business under any which shall not be
or Private name or title, of which less than five
Limited the word Limited or hundred rupees but
the words Private may extend to two
Limited or any thousand rupees for
contraction or every day for which
imitation thereof is or that name or
are the last word or title has been used.
words, that person or
each of those persons
shall, unless duly
incorporated with
limited liability, or
unless duly
incorporated as a
private Company with
limited liability, as the
case may be.
105. 454 Adjudication The adjudicating Where Company does
of penalties. officer may, by an not pay the penalty
order impose the imposed by the
penalty on the adjudicating officer or
Company and the the Regional Director
officer who is in within a period of
default stating any ninety days from the
non-compliance or date of the receipt of
default under the the copy of the order,
relevant provision of the Company shall be
the Act. The punishable with fine
adjudicating officer which shall not be
shall, before imposing less than twenty five
any penalty, give a thousand rupees but
reasonable opportunity which may extend to
of being heard to such five lakh rupees.
Company and the
officer who is in
default.
(5) Any person
aggrieved by an order
made by the
adjudicating officer
under
sub-section (3) may
prefer an appeal to the
Regional Director
having jurisdiction in
the matter.
106. 464 Prohibition of No association or Every member of an
association partnership consisting association or
or partnership of more than such partnership carrying
of persons number of persons as on business in
exceeding certain may be prescribed contravention of sub-
number. shall be formed for the section (1) shall be
purpose of carrying on punishable with fine
any business that has which may extend to
for its object the one lakh rupees and
acquisition of gain by shall also be
the association or personally liable for
partnership or by the all liabilities incurred
individual members in such business
thereof, unless it is
registered as a
Company under this
Act or is formed under
any other law for the
time being in force:
Provided that the
number of persons
which may be
prescribed under this
sub-section shall not
exceed one hundred.
107. 469 Power of The central Any rule made under
Central Government may, by sub-section (1) may
Government notification, make provide that a
to make rules rules for carrying out contravention thereof
the provisions of this shall be punishable
Act. with fine which may
extend to five
thousand rupees and
where the
contravention is a
continuing one, with
a further fine which
may extend to five
hundred
rupees for every day
after the first during
which such
contravention
continues.