THE COMPANIES BILL 2012

Sections
3-22 23-42 43-72 73-76 77-87 88-122

Provisions
Chapter II Incorporation of Company & Matters Incidental Thereto Chapter III - Prospectus & Allotment of Securities Chapter IV - Share Capital & Debentures Chapter V - Acceptance of Deposits by Companies Chapter VI Registration of Charges Chapter VII Management & Administration

123-127
128- 138 139 -148

Chapter VIII - Declaration & Payment of Dividend

Chapter IX - Accounts of Companies Chapter X - Audit & Auditors

149-172

Chapter XI Appointment & Qualifications of Directors Chapter XII - Meetings of Board & its Powers Chapter XIII - Appointment and Remuneration of Managerial Personnel Chapter XIV - Inspection, Inquiry and Investigation

173-195 196-205

206-229

230-240

Chapter XV Amalgamations
Chapter XVI Mismanagement

Compromises,
Prevention

Arrangements
of Oppression

&
&

241 -246

248-252

Chapter XVIII - Removal of Names of Companies from

the Register of Companies

253-269 270 - 365

Chapter XIX - Revival and Rehabilitation of Sick Companies Chapter XX - Winding up Official Liquidator Liquidation

366 -378

Chapter XXI - PART I - Companies Authorised To Register Under This Act PART II - Winding Up of Unregistered Companies Chapter XXII - Companies Incorporated Outside India Foreign Companies

379 - 393

394 - 395
396 - 404 405 406 407 -434 435 -446 447-470 -

Chapter XXIII - Government Companies

Chapter XXIV - Registration Offices and Fees Chapter XXV - Companies to Furnish Information or Statistics Chapter XXVI Nidhis Chapter XXVII - National Company Law Tribunal and Appellate Tribunal Chapter XXVIII - Special Courts Chapter XXIX Miscellaneous Schedule I VII

DUTIES OF DIRECTORS. 166

(1) Subject to the provisions of this Act, a director of a Co. shall act in accordance with the articles of the Co. (2) A director of a Co. shall act in good faith in order to promote the objects of the Co. for the benefit of its members as a whole, and in the best interests of the Co., its employees, the shareholders, the community and for the protection of environment. (3) A director of a Co. shall exercise his duties with due and reasonable care, skill & diligence & shall exercise independent judgment. (4) A director of a Co. shall not involve in a situation in which he may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the Co.

 (5) A director of a Co. shall not achieve or attempt to achieve any undue gain or advantage either to himself or to his relatives, partners, or associates and if such director is found guilty of making any undue gain, he shall be liable to pay an amount equal to that gain to the Co. (6) A director of a Co. shall not assign his office and any assignment so made shall be void. (7) If a director of the Co. contravenes the provisions of this section such director shall be punishable with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees.

 75% of executives stated that the fear of criminal liability had prompted them to create compliance programs to reduce exposure to liability. Angela M.G. Ward, Compliance Survey: Companies Say Better Safe Than Sorry, CoRp. LEGAL ThMS, Jan. 1997 Courts have looked to employees of the corporation as a means of imputing intent, mens rea, to a corporation United States v. Investment Enter., Inc., 10 F3d 263, 266 (5th Cir. 1993) But see United States v. United States Gypsum Co., 438 U.S. 422, 434-36 (1978) (noting that Sherman Act violations require corporate intent).

 For a corporation to be liable, the employee committing the illicit act must be acting within the scope of her employment. 12 This requirement is met if the employee has actual or apparent authority to engage in the particular act in question. (Bi-Co Pavers, Inc., 741 F.2d at 737 (holding that a corporation could be held liable for acts committed within the scope of an agent's apparent authority, which is the authority that outsiders would normally assume the agent to possess judging from his position in the company and the circumstances surrounding previous instances of conduct).) Actual authority attaches when a corporation knowingly and intentionally gives authority to an employee. 14 Apparent authority is satisfied if a third party reasonably believes that the agent has the authority to perform the act in question.15 Courts have construed actual authority to include a broad class of behaviors that might not necessarily be condoned by the corporation but are nonetheless within the scope of the agent's authority.