191. Payment to director for loss of office, etc., in connection with transfer of undertaking, property or shares.— (1) No director of a company shall, in connection with— (a) the transfer of the whole or any part of any undertaking or property of the company; or (b) the transfer to any person of all or […]
192. Restriction on non-cash transactions involving directors.— (1) No company shall enter into an arrangement by which— (a) a director of the company or its holding, subsidiary or associate company or a person connected with him acquires or is to acquire assets for consideration other than cash, from the company; or (b) the company acquires
193. Contract by One Person Company.— (1) Where One Person Company limited by shares or by guarantee enters into a contract with the sole member of the company who is also the director of the company, the company shall, unless the contract is in writing, ensure that the terms of the contract or offer are
194. Prohibition on forward dealings in securities of company by director or key managerial personnel.— (1) No director of a company or any of its key managerial personnel shall buy in the company, or in its holding, subsidiary or associate company— (a) a right to call for delivery or a right to make delivery at
195. Prohibition on insider trading of securities.— (1) No person including any director or key managerial personnel of a company shall enter into insider trading: Provided that nothing contained in this sub-section shall apply to any communication required in the ordinary course of business or profession or employment or under any law. Explanation.—For the purposes
171. Members‘ right to inspect.— (1) The register kept under sub-section (1) of section 170,— (a) shall be open for inspection during business hours and the members shall have a right to take extracts therefrom and copies thereof, on a request by the members, be provided to them free of cost within thirty days; and
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
173. Meetings of Board.— (1) Every company shall hold the first meeting of the Board of Directors within thirty days of the date of its incorporation and thereafter hold a minimum number of four meetings of its Board of Directors every year in such a manner that not more than one hundred and twenty days
174. Quorum for meetings of Board.— (1) The quorum for a meeting of the Board of Directors of a company hall be one-third of its total strength or two directors, whichever is higher, and the participation of the directors by video conferencing or by other audio visual means shall also be counted for the purposes
175. Passing of resolution by circulation.— (1) No resolution shall be deemed to have been duly passed by the Board or by a committee thereof by circulation, unless the resolution has been circulated in draft, together with the necessary papers, if any, to all the directors, or members of the committee, as the case may
176. Defects in appointment of directors not to invalidate actions taken.— No act done by a person as a director shall be deemed to be invalid, notwithstanding that it was subsequently noticed that his appointment was invalid by reason of any defect or disqualification or had terminated by virtue of any provision contained in this
177. Audit Committee.— (1) The Board of Directors of every listed company and such other class or classes of companies, as may be prescribed, shall constitute an Audit Committee. (2) The Audit Committee shall consist of a minimum of three directors with independent directors forming a majority: Provided that majority of members of Audit Committee
178. Nomination and Remuneration Committee and Stakeholders Relationship Committee.— (1) The Board of Directors of every listed company and such other class or classes of companies, as may be prescribed shall constitute the Nomination and Remuneration Committee consisting of three or more non-executive directors out of which not less than one-half shall be independent directors:
179. Powers of Board.— (1) The Board of Directors of a company shall be entitled to exercise all such powers, and to do all such acts and things, as the company is authorised to exercise and do: Provided that in exercising such power or doing such act or thing, the Board shall be subject to
167. Vacation of office of director.— (1) The office of a director shall become vacant in case— (a) he incurs any of the disqualifications specified in section 164; (b) he absents himself from all the meetings of the Board of Directors held during a period of twelve months with or without seeking leave of absence
