COMPANIES (AMENDMENT) ACT, 1988
(1) This Act may be called the Companies (Amendment) Act, 1988.
(2) Section 66 of this Act in so far as it relates to the insertion of new Schedule XIV to the principal Act shall be deemed to have come into force on the 2nd day of April, 1987, and the remaining provisions of this Act, shall come into force on such date1 as the Central Government may, by notification in the Official Gazette, appoint, and different dates may be appointed for different provisions of this Act.
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1. The provisions of Sections 3, 57(a), 63 and 67 (in so far as it relate to the prescribing of fees) of this Act shall come into force on 15-7-1988 vide notification No. G.S.R. 781(E), dated 13-7-1988.
The provisions of Sections 30(a) (in so far as it relates t
In Section 2 of the Companies Act, 1956 (1 of 1956) (hereinafter referred to as the principal Act), for clause (45), the following clauses shall be substituted, namely:--
(45) "secretary" means a Company Secretary within the meaning of clause (c) of Sub-section (1) of Section 2 of the Company Secretaries Act, 1980 (56 of 1980), and includes any other individual possessing the prescribed qualifications and appointed to perform the duties which may be performed by a secretary under this Act and any other ministerial or administrative duties;
(45A) "secretary in whole-time practice" means a secretary who shall be deemed to be in practice within the meaning of Sub-section (2) of Section 2 of the Company Secretaries Act, 1980 (56 of 1980) and who is not in full-time employment;'.
For Section 5 of the principal Act, the following section shall be substituted, namely: --
'5. Meaning of "officer who is in default".--For the purpose of any provision in this Act which enacts that an officer of the company who is in default shall be liable to any punishment or penalty, whether by way of imprisonment, fine or otherwise, the expression "officer who is in default" means all the following officers of the company, namely: --
(a) the managing director or managing directors;
(b) the whole-time director or whole-time directors;
(c) the manager;
(d) the secretary;
(e) any person in accordance with whose directions or instructions the Board of director
In Section 10E of the principal Act,--
(a) for Sub-section (1), the following sub-sections shall be substituted, namely:--
"(1) As soon as may be after the commencement of the Companies (Amendment) Act, 1988, the Central Government shall, by notification in the Official Gazette, constitute a Board to be called the Board of Company Law Administration.
(1A) The Company Law Board shall exercise and discharge such powers and functions as may be conferred on it, by or under this Act or any other law, and shall also exercise and discharge such other powers and functions of the Central Government under this Act or any other law as may be conferred on it by the Central Government, by notification in the Official Gazette under the provisions of this Act or that other law.";
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In Part IA of the principal Act, after Section 10E, the following section shall be inserted, namely:--
"10F. Appeals against the orders of the Company Law Board.--Any person aggrieved by any decision or order of the Company Law Board may file an appeal to the High Court within sixty days from the date of communication of the decision or order of the Company Law Board to him on any question of law arising out of such order:
Provided that the High Court may, if it is satisfied that the appellant was prevented by sufficient cause from filing the appeal within the said period, allow it to be filed within a further period not exceeding sixty days.".
In Section 33 of the principal Act,--
(a) in Sub-section (1), for clause (c), the following clause shall be substituted, namely:--
"(c) the agreement, if any, which the company proposes to enter into with any individual for appointment as its managing or whole-time director or manager.";
(b) in Sub-section (2),--
(i) for the words "a chartered accountant practising in India", the words "a secretary, or a chartered accountant, in whole-time practice in India" shall be substituted;
(ii) the words ", managing agent, secretaries and treasurers" shall be omitted;
(iii) the following Explanation shall be added at the end, namely:--
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In Section 43A of the principal Act,--
(a) in Sub-section (1), the following Explanation shall be added at the end, namely:--
'Explanation.--For the purposes of this sub-section, "bodies corporate" means public companies, or private companies which had become public companies by virtue of this section.;
(b) in Sub-section (1A), for the words "less than rupees one, crore", the words 'less than such amount as may be prescribed" shall be substituted;
(c) after Sub-section (1B), the following sub-section shall be inserted, namely:--
"(1C) Where, after the commencement of the Companies (Amendment) Act, 1988, a private company accepts, after an invitation is made by an advertisement, or renews, deposits from th
In Section 56 of the principal Act, in Sub-section (3),--
(a) in the opening paragraph, for the words "by a prospectus", the words "by a memorandum containing such salient features of a prospectus as may be prescribed" shall be substituted;
(b) in the proviso, for the words "Provided that", the following shall be substituted, namely:--
"Provided that a copy of the prospectus shall, on a request being made by any person before the closing of the subscription list, be furnished to him:
Provided further that".
In Section 58A of the principal Act,--
(a) in Sub-section (3), in clause (a), for the words "terms of such deposit", the words "terms and conditions of such deposit" shall be substituted;
(b) after Sub-section (3), the following sub-section shall be inserted, namely:--
"(3A) Every deposit accepted by a company after the commencement of the Companies (Amendment) Act, 1988, shall, unless renewed in accordance with the rules made under sub-section (1), be repaid in accordance with the terms and conditions of such deposit.";
(c) after Sub-section (8) and before the Explanation, the following subjections shall be inserted, namely: --
"(9) Where a company has failed to repay any deposit or part thereof in accor
In Section 73 of the principal Act,--
(a) Sub-section (1) shall be renumbered as Sub-section (1A) thereof, and before Sub-section (1A) as so renumbered, the following sub-section shall be inserted, namely: --
"(1) Every company intending to offer shares or debentures to the public for subscription by the issue of a prospectus shall, before such issue, make an application to one or more recognised stock exchanges for permission for the shares or debentures intending to be so offered to be dealt with in the stock exchange or each such stock exchange.";
(b) in Sub-section (1A), as so renumbered,--
(i) for the words "application has been, or will be,", the words, brackets and figure "application under Sub-section (1) has been" shall be substituted;
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In Section 74 of the principal Act,--
(a) for the words "the eighth day, or the tenth day", the words "or the eighth day" shall be substituted;
(b) for the words "eighth, or tenth day", the words "or eighth day" shall be substituted.
For the heading above Section 80, the heading "Issue and Redemption of Preference Shares" shall be substituted.
In Section 80 of the principal Act, after Sub-section (5), the following sub-section shall be inserted, namely:--
"(5A) Notwithstanding anything contained in this Act, no company limited by shares shall, after the commencement of the Companies (Amendment) Act, 1988, issue any preference share which is irredeemable or is redeemable after the expiry of a period of ten years from the date of its issue.".
After Section 80 of the principal Act, and before the heading "Further Issue of Capitol", the following section shall be inserted, namely:--
"80A. Redemption of irredeemable preference shares, etc.--(1) Notwithstanding anything contained in the terms of issue of any preference shares, every preference share issued before the commencement of the Companies (Amendment) Act, 1988,--
(a) which is irredeemable, shall be redeemed by the company within a period not exceeding five years from such commencement, or
(b) which is not redeemable before the expiry of ten years from the date of issue thereon in accordance with the terms of its issue and which had not been redeemed before such commencement, shall be redeemed by the company on the date on which such share is due for redemption or within a perio
In Section 108 of the principal Act, in Sub-clause (i) of clause (b) of Sub-section (1A), for the words "two months", the words "twelve months" shall be substituted.
For Section 111 of the principal Act, the following section shall be substituted, namely:--
"111. Power to refuse registration and appeal against refusal.--(1) If a company refuses, whether in pursuance of any power of the company under its articles or otherwise, to register the transfer of, or the transmission by operation of law of the right to, any shares or interest of a member in, or debentures of the company, it shall, within two months from the date on which the instrument of transfer, or the intimation of such transmission, as the case may be, was delivered to the company, send notice of the refusal to the transferee and the transferor or to the person giving intimation of such transmission, as the case may be, giving reasons for such refusal.
(2) The transferor or transferee, or the person who gave intimation of the transmission
In Section 113 of the principal Act,--
(c) in Sub-section (1), for the opening portion, the following shall be substituted, namely: --
"Every company, unless prohibited by any provision of law or of any order of any court, tribunal or other authority, shall, within three months after the allotment of any of its shares, debentures or debenture stock, and within two months after the application for the registration of the transfer of any such shares, debentures or debenture stock, deliver, in accordance with the procedure laid down in Section 53, the certificates of all shares, debentures and certificates of debenture stocks allotted or transferred:
Provided that the Company Law Board may, on an application being made to it in this behalf by the company, extend any of the periods within which th
In Section 125 of the principal Act, in Sub-section (1), for the proviso, the following proviso shall be substituted, namely:--
"Provided that the Registrar may allow the particulars and Instrument or copy as aforesaid to be filed within thirty days next following the expiry of the said period of thirty days on payment of such additional fee not exceeding ten times the amount of fee specified in Schedule X as the Registrar may determine, if the company satisfies the Registrar that it had sufficient cause for not filing the particulars and instrument or copy within that period.".
In Section 130 of the principal Act,--
(a) for Sub-sections (1) and (2), the following sub-sections shall be substituted, namely:--
"(1) The Registrar shall, in respect of each company, cause to be kept a register containing the Particulars of all the charges requiring registration under this Part.
(1A) Every company shall forward to the Registrar for being entered in the register kept under Sub-section (1) the particulars of all the charges requiring registration under this Part in such form and manner, and after payment of, such fees as may be prescribed.
(1B) The particulars of the charges referred to in Sub-section (1) shall relate to,--
(a) in the case of a charge to the benefit of which the holders
In Section 149 of the principal Act, in Sub-sections (1), (2) and (2A), for the words "one of the directors or the secretary", the words "one of the directors or the secretary or, where the company has not appointed a secretary, a secretary in whole-time practiced shall be substituted.
Sections 155 and 156 of the principal Act shall be omitted.
In Sub-section (1) of Section 159 of the principal Act, in the proviso, for the words "any of the two", the words "any of the five" shall be substituted.
In Section 161 of the principal Act,--
(a) in Sub-section (1),--
(i) the words "managing agent, secretaries and treasurers," shall be omitted;
(ii) the following proviso shall be inserted, namely:--
"Provided that where the annual return is filed by a company whose shares are listed on a recognised stock exchange, the copy of such annual return shall also be signed by a secretary in whole-time practice.";
(b) in Sub-section (2), for the words "both the signatories", the Words "the signatories" shall be substituted.
In Section 179 of the principal Act, in Sub-section (i), for clauses (a) to (d), the following clauses shall be substituted, namely:--
"(a) in the case of a public company having a share capital, by any member or members present in person or by proxy and holding shares in the company--
(i) which confer a power to vote on the resolution not being less than one tenth of the total voting power in respect of the resolution, or
(ii) on which an aggregate sum of not less than fifty thousand rupees has been paid up,
(b) in the case of a private company having a share capital, by one member having the right to vote on the resolution and present in person or by proxy if not more than seven such members are personally present, and by two such members present
In Section 198 of the principal Act, for Sub-section (4), the following sub-section shall be substituted, namely: --
"(4) Notwithstanding anything contained in Sub-sections (1) to (3), but subject to the provisions of Section 269, read with Schedule XIII, if, in any financial year, a company has no profits or its profits are inadequate, the company shall not pay to its directors, including any managing or whole-time director or manager, by way of remuneration any sum [exclusive of any fees payable to directors under Sub-section (2) of Section 309], except with the previous approval of the Central Government.".
In Section 205 of the principal Act,--
(a) in Sub-section (2), in clause (d), for the words and figures "the Indian Income-tax Act, 1922 (11 of 1922) or the rules made thereunder", the words "this Act or any rules made thereunder" shall be substituted;
(b) after Sub-section (2A), the following sub-section shall be inserted, namely:--
"(2B) A company which fails to comply with the provisions of Section 80A shall not, so long as such failure continues, declare any dividend on its equity shares.".
In Section 205A of the principal Act, in Sub-section (I),--
(a) for the words ", or the warrant in respect thereof has not been posted", the words "or claimed" shall be substituted;
(b) for the words "or in relation to which no dividend warrant has been posted", the words "or unclaimed" shall be substituted;
(c) the following Explanation shall be inserted at the end, namely:--
'Explanation.--In this sub-section, the expression "dividend which remains unpaid" means any dividend the warrant in respect thereof has not been encashed or which has otherwise not been paid or claimed.'.
After Section 206 of the principal Act, the following section shall be inserted, namely:--
"206A. Eight to dividend, rights shares and bonus shares to be held in abeyance pending registration of transfer of shares.--Where any instrument of transfer of shares has been delivered to any company for registration and the transfer of such shares has not been registered by the company, it shall, notwithstanding anything contained in any other provision of this Act,--
(a) transfer the dividend in relation to such shares to the special account referred to in Section 205A unless the company is authorised by the registered holder of such share in writing to pay such dividend to the transferee specified in such instrument of transfer; and
(b) keep in abeyance in relation to such shares any offer of rights
In Section 209 of the principal Act, for Sub-section (3), the following sub-section shall be substituted, namely: --
"(3) For the purposes of Sub-sections (3) and (2), proper books of account shall not be deemed to be kept with respect to the matters specified therein,--
(a) if there are not kept such books as are necessary to give a true and fair view of the state of affairs of the company or branch office, as the case may be, and to explain its transactions; and
(b) if such books are not kept on accrual basis and according to the double entry system of accounting.".
In Section 217 of the principal Act,--
(a) in Sub-section (2), after clause (d), the following clause shall be added, namely:--
"(e) the conservation of energy, technology absorption, foreign exchange earnings and outgo, in such manner as may be prescribed.";
(b) in Sub-section (2A), in clause (a),--
(1) in Sub-clause (i), for the words "thirty-six thousand rupees", the words "such sum as may be prescribed" shall be substituted:
(2) in Sub-clause (ii), for the words "three thousand rupees per month", the words "such sum per month as may be prescribed; or" shall be substituted;
(3) after Sub-clause (ii), the following Sub-clause shall be inserted, namely:--
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In Section 219 of the principal Act,--
(a) in Sub-section (2),--
(i) in the opening paragraph, for the portion beginning with the words "to every holder of debentures" and ending with the words "being persons so entitled", the following shall be substituted, namely:--
"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";
(ii) in the proviso, in clause (b),--
(1) the word "or" occurring at the end of Sub-clause (ii) shall be omitted;
(2) the wo
In Section 220 of the principal Act, in Sub-section (2), after the words "does not adopt the balance sheet,", the words "or is adjourned without adopting the balance sheet," shall be inserted.
In Sub-section (1B) of Section 224 of the principal Act,--
(a) in the opening paragraph, after the words "re-appoint any person", the words "who is in full-time employment elsewhere" shall be inserted;
(b) for the first proviso, the following proviso shall be substituted, namely:--
'Provided that in the case of a firm of auditors, "specified number of companies" shall be construed as the number of companies specified for every partner of the firm who is not in full-time employment elsewhere;'.
In Sub-section (2) of Section 224A of the principal Act, in clause (b) of the Explanation, the words, brackets and figures "or in the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1980 (40 of 1980)" shall be added at the end.
In Section 233B of the principal Act, for Sub-section (2), the following sub-section shall be substituted, namely:--
"(2) The auditor under this section shall be appointed by the Board of directors of the company in accordance with the provisions of Sub-section (1B) of Section 224 and with the previous approval of the Central Government:
Provided that before the appointment of any auditor is made by the Board, a written certificate shall be obtained by the Board from the auditor proposed to be so appointed to the effect that the appointment, if made, will be in accordance with the provisions of Sub-section (1B) of Section 224."
For Section 235 of the principal Act, the following section shall be substituted, namely: --
"235. Investigation of the affairs of a company.--(1) The Central Government may, where a report has been made by the Registrar under Sub-section (6) of Section 234, or under Sub-section (7) of that section, read with Sub-section (6) thereof, appoint one or more competent persons as inspectors to investigate the affairs of a company and to report thereon in such manner as the Central Government may direct.
(2) Where--
(a) in the case of a company having a share capital, an application has been received from not less than two hundred members or from members holding not less than one-tenth of the total voting power therein, and
(b) in the case of a company hav
In Section 236 of the principal Act,--
(a) for the words brackets, letters and figures "under clause (a) or (b) of Section 235". the words, brackets and figures "under Sub-section (2) of Section 235" shall be substituted;
(b) for the words "Central Government may require", the words "Company Law Board may require" shall be substituted.
In Section 237 of the principal Act, in clause (b),--
(a) for the words "Central Government", the words "Company Law Board" shall be substituted;
(b) in Sub-clause (iii), the words "(he managing agent, (he secretaries and treasurers." shall be omitted.
In Sub-section (2) of Section 241 of the principal Act,--
(i) in clause (c), for the words, brackets and letters "under clause (a) or (b)", the words, brackets and figure "in pursuance of the provisions of Sub-section (2)" shall be substituted;
(ii) in clause (d), the word "and" at the end shall be omitted:
(iii) after clause (d), the following clause shall be inserted, namely: --
"(dd) shall, where the inspectors are appointed in pursuance of the provisions of Sub-section (2) of Section 235, furnish a copy of the report to the Company Law Board; and".
In Sub-section (1) of Section 245 of the principal Act, in Sub-clause (ii) of clause (c), for the words, brackets and letters "under clause (a) or clause (b)", the words, brackets and figure "in pursuance of the provisions of Sub-section (2)" shall be substituted.
In Section 247 of the principal Act, after Sub-section (1), the following sub-section shall be inserted, namely:--
"(1A) Without prejudice to its powers under this section, the Central Government shall appoint one or more inspectors under Sub-section (1), if the Company Law Board, in the course of any proceedings before it, declares by an order that the affairs of the company ought to be investigated as regards the membership of the company and other matters relating to the company, for the purpose of determining the true persons--
(a) who are or have been financially interested in the success or failure, whether real or apparent, of the company; or (b) who are or have been able to control or materially to influence the policy of the company.".
In Sub-section (1) of Section 248 of the principal Act.--
(a) for the words "Where it appears to the Central Government", the words "Where it appears to the Central Government, or to the Company Law Board in any proceedings before it," shall be substituted;
(b) for the words "the Central Government may require", the words "the Central Government or the Company Law Board, as the case may be, may require'' shall be substituted;
(c) for the words "to give the Central Government", the words "to give the Central Government or the Company Law Board, as the case may be," shall be substituted.
In Section 250 of the principal Act,--
(a) in Sub-section (1),--
(i) for the words and figures "Where it appears to the Central Government, whether in connection with any investigation under Section 247, 248 or 249 or otherwise", the words and figures "Where it appears to the Company Law Board, whether on a reference made to it by the Central Government in connection with any investigation under Section 247, 248 or 249 or on a complaint made by any person in this behalf" shall be substituted;
(ii) for the words "Central Government", at both the places where they occur, the words "Company Law Board" shall be substituted;
(b) for Sub-sections (3) and (4), the following sub-sections hall be substituted, namely:--
In Section 251 of the principal Act, for the words "the Registrar or to the Central Government or to an inspector appointed by that Government", the words "Company Law Board or to the Central Government or to the Registrar or to an inspector appointed by Central Government" shall be substituted.
In Sub-section (1) of Section 257 of the principal Act, the following shall be added at the end, namely:--
"along with a deposit of five hundred rupees which shall be refunded to such person or, as the case may be, to such member, if the person succeeds in getting elected as a director.".
For Section 269 of the principal Act, the following section shall be substituted, namely:--
'269. Appointment of managing or whole-time director or manager to require Government approval only in certain cases.--(1) On and from the commencement of the Companies (Amendment) Act, 1988, every public company, or a private company which is a subsidiary of a public company, having a paid-up share capital of such sum as may be prescribed, shall have a managing or whole-time director or a manager.
(2) On and from the commencement of the Companies (Amendment) Act, 1988, no appointment of a person as a managing or whole-time director or a manager in a public company or a private company which is a subsidiary of a public company shall be made except with the approval of the Central Government unless such appointment is made in accordance with the co
In Section 310 of the principal Act,--
(a) in the opening paragraph, for the portion beginning with the words "shall not have any effect" and ending with the words "approved by the Central Government", the following shall be substituted, namely:--
"shall not have any effect--
(a) in cases where Schedule XIII is applicable, unless such increase is in accordance with the conditions specified in that Schedule; and
(b) in any other case, unless it is approved by the Central Government";
(b) in the proviso, for the words "two hundred and fifty rupees", the words "such sum as may be prescribed" shall be substituted;
(c) after the proviso as so amended, the following
In Section 311 of the principal Act, for the portion beginning with the words "shall not have any effect" and ending with the words "approved by the Central Government", the following shall be substituted, namely:--
"shall not have any effect--
(a) in cases where Schedule XIII is applicable, unless such increase is in accordance with the conditions specified in that Schedule; and
(b) in any other case, unless it is approved by the Central Government".
In Section 314 of the principal Act,--
(a) in Sub-section (1), in clause (b), for the words "five hundred rupees or more", the words "such sum as may be prescribed" shall be substituted;
(b) in Sub-section (1B),--
(i) for the words "three thousand rupees", the words "such sum as may be prescribed" shall be substituted;
(ii) the proviso shall be omitted;
(c) in Sub-section (2D), the words, brackets, figure and letter "or (2C), as the case may be," shall be omitted.
In Section 350 of the principal Act, for the portion beginning with the words "at the rate specified for the assets" and ending with the words "or those rules or otherwise", the words and figures "at the rate specified in Schedule XIV" shall be substituted.
In Section 370 of the principal Act,--
(a) in Sub-section (1),--
(i) in the first proviso, for the words "ten per cent, of the aggregate of the subscribed capital of the lending company and its free reserves", the words "such percentage of the aggregate of the subscribed capital of the lending company and its free reserves as may be prescribed" shall be substituted:
(ii) in the second proviso,--
(1) in clause (a), for the words "thirty per cent, of the aggregate of the subscribed capital of the lending company and its free reserves", the words "such percentage of the aggregate of the subscribed capital of the lending company and its free reserves as may be prescribed" shall be substituted;
(2) in clause (
In Section 372 of the principal Act,--
(a) for Sub-section (1), the following sub-section shall be substituted, namely:--
"(1) A company, whether by itself or together with its subsidiaries (hereafter in this section and Section 373 referred to as the investing company), shall not be entitled to acquire, by way of subscription, purchase or otherwise (whether by itself, or by any individual or association of individuals in trust for it or for its benefit or on its account) the shares of any other body corporate except to the extent, and except in accordance with the restrictions and conditions, specified in this section.";
(b) in Sub-section (2),--
(i) for the opening paragraph, the following shall be substituted, namely:--
In Section 383A of the principal Act,--
(a) in Sub-section (1), for the words "having a paid-up capital of rupees twenty-five lakhs or more", the words "having such paid-up share capital as may be prescribed" shall be substituted;
(b) after Sub-section (1), the following sub-section shall be inserted, namely: --
"(1A) If a company fails to comply with the provisions of Sub-section (1), the company and every officer of the company who is in default, shall be punishable with fine which may extend to fifty rupees for every day during which the default continues:
Provided that in any proceedings against a person in respect of an offence under this sub-section, it shall be a defence to prove that all reasonable efforts to comply with the provisions of Su
In Section 408 of the principal Act,--
(a) for Sub-sections (1) and (2), the following sub-sections shall be substituted, namely:--
"(1) Notwithstanding anything contained in this Act, the Central Government may appoint such number of persons as the Company Law Board may, by order in writing, specify as being necessary to effectively safeguard the interests of the company, or its shareholders or the public interests to hold office as directors thereof for such period, not exceeding three years on any one occasion, as it may think fit, if the Company Law Board, on a reference made to it by the Central Government or on an application of not less than one hundred members of the company or of the members of the company holding not less than one-tenth of the total voting power therein, is satisfied, after such inquiry as it deems fit to make,
In Section 462 of the principal Act, after Sub-section (4), the following sub-section shall be inserted, namely:--
"(4A) Where an account referred to in Sub-section (4) relates to a Government company in liquidation, the liquidator shall forward a copy thereof.--
(a) to the Central Government, if that Government is a member of the Government company; or
(b) to any State Government, if that Government is a member of the Government company; or
(c) to the Central Government and any State Government, if both the Governments are members of the Government company.".
In Section 551 of the principal Act, after Sub-section (2), the following sub-section shall be inserted, namely:--
"(2A) Where a statement referred to in Sub-section (2) relates to a Government company in liquidation, the liquidator shall forward a copy thereof,--
(a) to the Central Government, if that Government is a member of the Government company; or
(b) to any State Government, if that Government is a member of the Government company; or
(c) to the Central Government and any State Government, if-both the Governments are members of the Government company.".
In Section 610 of the principal Act,--
(a) in Sub-section (1),--
(i) in clause (a), for the words "a fee of one rupee", the words "such fee as may be prescribed" shall be substituted;
(ii) in clause (b), for the words beginning with "a fee of five rupees" and ending with the words "copy of extract", the words "such fees as may be prescribed" shall be substituted;
(b) in Sub-section (2), after the word "Court", wherever it occurs, the words "or the Company Law Board" shall be inserted.
In Section 619A of the principal Act, after Sub-section (3), the following sub-section shall be inserted, namely:--
"(4) The provisions of this section shall, so far as may be, apply to a Government company in liquidation as they apply to any other Government company.".
After Section 621 of the principal Act, the following section shall be inserted, namely:--
'621A. Composition of certain offences.--(1) Notwithstanding anything contained in the Code of Criminal Procedure, 1973 (20 of 1974), 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--
(a) the Company Law Board; or
(b) where the maximum amount of fine which may be imposed for such offence does not exceed five thousand rupees, by the Regional Director, on payment or credit, by the company or the officer, as the case may be, to the Central Government of such sum as that Board or the Reg
In Section 634A of the principal Act, the words and figures "under Section 17, Section 18, Section 19, Section 79, Section 141 or Section 186" shall be omitted.
In Sub-section (4) of Section 635 of the principal Act, the words and figures "under Section 17, Section 18, Section 19, Section 79 or Section 186" shall be omitted.
In Section 637 of the principal Act,--
(a) for Sub-section (1), the following Sub-section shall be substituted, namely:--
"(1) The Central Government may, by notification in the Official Gazette, and subject to such conditions, restrictions and limitations as may be specified therein, delegate any of its powers or functions under this Act (other than the power to appoint a person as public trustee under Section 153A and the power to make rules), to such authority or officer as may be specified in the notification.";
(b) in Sub-section (2),--
(i) the words, brackets and letter "clause (b) of" shall be omitted;
(ii) the figures "409" shall be omitted;
(c) Sub-sec
In Section 637A of the principal Act, in Sub-section (2), the words "not exceeding one hundred rupees" shall be omitted.
In Section 640A of the principal Act, and in the heading before that section, for the word "Court", the words "Court or the Company Law Board" shall be substituted.
In Section 640B of the principal Act, in Sub-section (1), for the figures and word "346, 352, 408 or 409", the figures and word "346 or 352" shall be substituted.
After Schedule XII of the principal Act, the following Schedules shall be inserted, namely: --
Provisions applicable to Parts I and II of this Schedule
1. The appointment and remuneration referred to in Parts I and II of this Schedule shall be subject to approval by a resolution of the share holders in general meeting.
2. The resolution referred to in paragraph (1) shall, in the event of loss or inadequacy of profits, provide for a cut of ten per cent. of the salary proposed to be paid under Part II of this Schedule.
3. The auditor or the secretary of the company or where the company has not appointed a secretary, a secretary in whole-time practice shall certify that the requirements of this Schedule have been complied with and such certificate shall be incorporated in the return filed with the Registrar under sub-section (2) of section 269.
The provisions of the principal Act specified in column 2 of the Table below shall stand amended in the manner specified in the corresponding entries in column 3 of the said Table.
TABLE
Serial Number Provision Amendment
1 2 3
1 Section 43 In the proviso, for the word "Court" at both the places where it occurs, the words "Company Law Board" shall be substituted.
2 Section 49 In sub-section (Io), for the word "Court", the words "Company Law Board" shall be substituted.
3 Section 118
&n
(1) Any matter or proceeding which, immediately before the commencement of the Companies (Amendment) Act, 1988, was pending before any Court shall, notwithstanding that such matter or proceeding would be heard by the Company Law Board after such commencement, be continued and disposed of by that Court after such commencement in accordance with the provisions of the principal Act as they stood immediately before such commencement.
(2) Any matter or proceeding which, immediately before the commencement of the Companies (Amendment) Act, 1988, was pending before the Company Law Board by virtue of any notification issued by the Central Government shall, unless such matter or proceeding would be heard by the Company Law Board after such commencement, be heard and disposed of by the Central Government.
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