(Part I)|(Part II)|(Part III)|(Part IV)|(Part V)|(Part VI)|(Part VII)|(Part VIII)
Office where documents to be delivered.
597. Office where documents to be delivered.-(1) Any document which any foreign company is required to deliver to the Registrar shall be delivered to the Registrar having jurisdiction over New Delhi, and references to the Registrar in this Part [except in sub-
section (2)] shall be construed accordingly.
(2) Any such document as is referred to in sub-section (1) shall also be delivered to the Registrar of the State in which the principal place of business of the company is situate.
(3) If any foreign company ceases to have a place of business in India, it shall forthwith give notice of the fact to the Registrar, and as from the date on which notice is so given, the obligation of the company to deliver any document to the Registrar shall cease, pro- vided it has no other place of business in India.
Penalties. 598. Penalties.-If any foreign company fails to comply with any of the foregoing provisions of this Part, the company, and every officer or agent of the company who is in default, shall be punishable with fine which may extend to one thousand rupees, and in the case if a continuing offence, with an additional fine which may extend to one hundred rupees for every day during which the default continues.
Company’s failure to comply with Part not to affect its liabilityunder contracts etc. 599. Company’s failure to comply with Part not to affect its liability under contracts etc.-Any failure by a foreign company to comply with any of the foregoing provisions of this Part shall not affect the validity of any contract, dealing or transaction entered into by the company or its liability to be sued in respect thereof; but the company shall not be entitled to bring any suit, claim any set-off, make any counter-claim or institute any legal proceeding in respect of any such contract, dealing or transaction, until it has complied with the provisions of this Part.
Registration of charges, appointment of receiver and books of account. 600. Registration of charges, appointment of receiver and books
of account.-(1) The provisions of Part V (sections 124 to 145) shall apply mutatis mutandis to- (a) charges on properties in India which are created by a foreign company after the 15th day of January, 1937; and 311 (b) charges on property in India which is acquired by any foreign company after the day aforesaid: Provided that where a charge is created, or the completion of the acquisition of the property takes place, outside India, sub-
section (5) of section 125 and the proviso to sub-section (1) of section 127 shall have effect as if the property, wherever situated, were situated outside India.
(2) The provisions of section 118 shall apply mutatis mutandis to a foreign company.
(3) The provisions of section 209 shall apply to a foreign com- pany to the extent of requiring it to keep at its principal place of business in India the books of account referred to in that section, with respect to moneys received and expended, sales and purchases made, and assets and liabilities, in the course of or in relation to its business in India.
(4) In applying the sections referred to in sub-sections (1),
(2) and (3) to a foreign company as aforesaid, references in those sections to the Registrar shall be deemed to be references to the Registrar having jurisdiction over New Delhi, and references to the registered office of the foreign company shall be deemed to be references to its principal place of business in India.
Fees for registration of documents under Part. 601. Fees for registration of documents under Part.-There shall be paid to the Registrar for registering any document required by the foregoing provisions of this Part to be registered by him, such fees as may be prescribed.
Interpretation of foregoing sections of Part. 602. Interpretation of foregoing sections of Part.-For the pur- poses of the foregoing provisions of this Part- (a) the expression “certified” means certified in the prescribed manner to be a true copy or a correct translation; (b) the expression “director”, in relation to a company, includes any person in accordance with whose directions or instructions the Board of directors of the company is accustomed to act; (c) the expression “place of business” includes a share transfer or share registration office; (d) the expression “prospectus” has the same meaning as when used in relation to a company incorporated under this Act; and (e) the expression “secretary” includes any person occupying the position of secretary, by whatever name called. Prospectuses
Dating of prospectus and particulars to be contained therein. 603. Dating of prospectus and particulars to be contained
therein.-(1) No person shall issue, circulate or distribute in India any prospectus offering for subscription shares in or debentures of a company incorporated or to be incorporated outside India, whether the company has or has not established, or when formed will or will 312 not establish, a place of business in India, unless the prospectus is dated; and (a) contains particulars with respect to the following matters: – (i) the instrument constituting or defining the consti- tution of the company; (ii) the enactments or provisions having the force of enactments, by or under which the incorporation of the company was effected; (iii) an address in India where the said instrument, enactments, or provision, or copies thereof, and if the same are not in English, a translation thereof certified in the prescribed manner, can be inspected; (iv) the date on which and the country in which the company was incorporated; (v) whether the company has established a place of business in India, and, if so, the address of its principal office in India; and (b) subject to the provisions of this section, states the matters specified in Part 1 of Schedule II and sets out the reports specified in Part II of that Schedule, subject always to the provisions contained in Part III of that Schedule: Provided that sub-clauses (i), (ii) and (iii) of clause (a) shall not apply in the case of a prospectus issued more than two years after the date at which the company is entitled to commence business; and in the application of Part I of Schedule II for the purposes of this sub- section, clause 2) thereof shall have effect with the substitution, for references to the articles, of references to the constitution of a company.
(2) Any condition requiring or binding an applicant for shares or debentures to waive compliance with any requirement imposed by
virtue of clause (a) or (b) of sub-section (1), or purporting to affect him with notice of any contract, document or matter not specifically referred to in the prospectus, shall be void.
(3) No person shall issue to any person in India a form of application for shares in or debentures of such a company or intended
company as is mentioned in sub-section (1), unless the from is issued with a prospectus which complies with the provisions of this Part and the issue whereof in India does not contravene the provisions of section 604: Provided that this sub-section shall not apply if it is shown that the form of application was issued in connection with a bona-fide invitation to a person to enter into an underwriting agreement with respect to the shares or debentures.
(4) In the event of non-compliance with or contravention of any
of the requirements imposed by clauses (a) and (b) of sub-section (1), a director or other person responsible for the prospectus shall 313 not incur any liability by reason of the non-compliance or contra- vention, if- (a) as regards any matter not disclosed, he proves that he had no knowledge thereof; or (b) he proves that the non-compliance or contravention arose from an honest mistake of fact on his part; or (c) the non-compliance or contravention was in respect of matters which, in the opinion of the Court dealing with the case, were immaterial, or was otherwise such as ought in the opinion of that Court, having regard to all the circumstances of the case, reasonably to be excused: Provided that, in the event of failure to include in a prospectus a statement with respect to the matters contained in clause 18 of Schedule II, no director or other person shall incur any liability in respect of the failure, unless it be proved that he had knowledge of the matters not disclosed.
(5) This section- (a) shall not apply to the issue to existing members or debenture holders of a company of a prospectus or form of application relating to shares in or debentures of the company, whether an applicant for shares or debentures will or will not have the right to renounce in favour of other persons; and (b) except in so far as it requires a prospectus to be dated, shall not apply to the issue of a prospectus relating to shares of debentures which are or are to be in all respects uniform with shares or debentures previously issued and for the time being dealt in or quoted on a recognised stock exchange; but, subject as aforesaid, this section shall apply to a prospectus of form of application whether issued on or with reference to the for- mation of a company or subsequently.
(6) Nothing in this section shall limit or diminish any liability which any person may incur under the general law or under this Act apart from this section.
Provisions as to expert’s consent and allotment.
604. Provisions as to expert’s consent and allotment.-(1) No person shall issue, circulate or distribute in India any prospectus offering for subscription shares in or debentures of a company in- corporated or to be incorporated outside India, whether the company has or has not established, or when formed will or will not establish, a place of business in India- (a) if, where the prospectus includes a statement purporting to be made by an expert, he has not given, or has before delivery of the prospectus for registration withdrawn, his written consent to the issue of the prospectus with the statement included in the form and context in which it is included, or there does not appear in the prospectus a statement that he has given and has not withdrawn his consent as aforesaid; or (b) if the prospectus does not have the effect, where an application is made in pursuance thereof, of rendering all persons concerned bound by all the provisions (other than penal provisions) of sections 72, 73 and 74, so far as applicable. 314
(2) In this section, the expression “expert” includes an engineer, a valuer, an accountant and any other person whose profession gives authority to a statement made by him; and for the purposes of this section a statement shall be deemed to be included in a prospectus if it is contained in any report or memorandum appearing on the face thereof or by reference incorporated therein or issued therewith.
Registration of prospectus.
605. Registration of prospectus.-(1) No person shall issue, circulate or distribute in India any prospectus offering for subscrip- tion shares in or debentures, of a company incorporated or to be in- corporated outside India, whether the company has or has not established, or when formed will or will not establish, a place of business in India, unless before the issue, circulation or distribution of the prospectus in India, a copy thereof certified by the chairman and two other directors, of the company as having been approved by resolution of the managing body has been delivered for registration to the Registrar and the prospectus states on the face of it that a copy has been so delivered, and there is endorsed on or attached to the copy- (a) any consent to the issue of the prospectus required by section 604; (b) a copy of any contract required by clause 16 of Schedule II to be stated in the Prospectus or, in the case of a contract not reduced into writing, a memorandum giving full particulars thereof; and (c) where the persons making any report required by Part II of Schedule II have made therein, or have, without giving the reasons, indicated therein, any such adjustments as are mentioned in clause 32 of that Schedule, a written statement signed by those persons setting out the adjustments and giving the reasons therefore.
(2) The references in clause (b) of sub-section (1) to the copy of a contract required thereby to be endorsed on or attached to a copy of the prospectus shall, in the case of a contract wholly or partly in a language other than English, be taken as references to a copy of a translation of the contract in English or a copy embodying a transla- tion in English of the parts which are not in English, as the case may be, being a translation certified in the prescribed manner to be a correct translation.
Penalty for contravention of sections 603, 604, and 605. 606. Penalty for contravention of sections 603, 604 and 605.-Any person who is knowingly responsible- (a) for the issue, circulation or distribution of a prospectus; or (b) for the issue of a form of application for shares or debentures; in contravention of any of the provisions of sections 603, 604 and 605, shall be punishable with imprisonment for a term which may extend to six months, or with fine which may extend to five thousand rupees, or with both.
Civil liability for mis-statements in prospectus. 607. Civil liability for mis-statements in prospectus.-Section 62 shall extend to every prospectus offering for subscription shares in 315 or debentures of a company incorporated or to be incorporated outside India, whether the company has or has not established, or when formed will or will not establish, a place of business in India, with the substitution for references in section 62 to section 60 of this Act of references to section 604 thereof.
Interpretation of provisions as to prospectuses.
608. Interpretation of provisions as to prospectuses.-(1) Where any document by which any shares in, or debentures of, a company incorporated outside India are offered for sale to the public, would, if the company concerned had been a company within the meaning of this Act, have been deemed by virtue of section 64, to be a prospectus issued by the company, that document shall be deemed, for the purposes of this Part, to be a prospectus issued by the company offering such shares or debentures for subscription.
(2) An offer of shares or debentures for subscription or sale to any person whose ordinary business it is to buy or sell shares or debentures, whether as principal or as agent, shall not be deemed to be an offer to the public for the purposes of this Part.
(3) In this Part, the expressions “prospectus”, “shares” and “debentures” have the same meanings as when used in relation to a company incorporated under this Act. PART REGISTRATION OFFICES AND OFFICERS AND FEES. PART XII-REGISTRATION OFFICES AND OFFICERS AND FEES
Registration Offices.
609. Registration Offices.-(1) For the purposes of the registration of companies under this Act, there shall be offices at such places as the Central Government thinks fit.
(2) The Central Government may appoint such Registrars, and such Additional, Joint, Deputy and Assistant Registrars as it thinks necessary for the registration of companies under this Act, and may make regulations with respect to their duties.
(3) The salaries of the persons appointed under this section shall be fixed by the Central Government.
(4) The Central Government may direct a seal or seals to be pre- pared for the authentication of documents required for, or connected with, the registration of companies.
(5) Whenever any act is by this Act directed to be done to or by the Registrar, it shall, until the Central Government otherwise directs, be done to or by the existing Registrar of companies or joint stock companies, or in his absence, to or by such person as the Central Government may for the time being authorise: Provided that in the event of the Central Government altering the constitution of the existing registry offices or any of them, any such act shall be done to or by such officer and at such place, with reference to the local situation of the registered offices of the com- panies concerned, as the Central Government may appoint. 316
Inspection, production and evidence of documents kept by Registrar. 610. Inspection, production and evidence of documents kept by
Registrar.-(1) Any person may- (a) inspect any documents kept by the Registrar, being documents filed or registered by him in pursuance of this Act, or making a record of any fact required or authorised to be recorded or registered in pursuance of this Act, on payment for each inspection, of a fee of one rupee; (b) require a certificate of the incorporation of any com- pany, or a copy or extract of any other document or any part of any other document to be certified by the Registrar, on payment of a fee of five rupees in the case of a certificate of incorporation, and of six annas for every one hundred words or fractional part thereof required to be copied in the case of a certified copy of extract: Provided that the rights conferred by this sub-section shall be exercisable- (i) in relation to documents delivered to the Registrar with a prospectus in pursuance of sub-clause (i) of clause
(b) of subsection (1) of Section 60, only during the fourteen days beginning with the date of publication of the prospectus; and at other times, only with the permission of the Central Government, and (ii) in relation to documents so delivered in pursuance of
clause (b) of sub-section (1) of section 605, only during the fourteen days beginning with the date of the prospectus; and at other times, only with the permission of the Central Government.
(2) No process for compelling the production of any document kept by the Registrar shall issue from any Court except with the leave of that Court; and any such process, if issued, shall bear thereon a statement that it is issued with the leave of the Court.
(3) A copy of, or extract from, any document kept and registered at any of the offices for the registration of companies under this Act, certified to be a true copy under the hand of the Registrar (whose official position it shall not be necessary to prove), shall, in all legal proceedings, be admissible in evidence as of equal validity with the original document.
(4) Amy person untruthfully stating himself in writing for the
purposes of clause (ii) of the proviso to sub-section (1), to be a member or creditor of a company shall be punishable with fine which may extend to five hundred rupees.
Fees in Schedule X to be paid. 611. Fees in Schedule X to be paid.-In respect of the several matters mentioned in Schedule X, there shall, subject to the limita- tions imposed by that Schedule, be paid to the Registrar the several fees therein specified: Provided that no fees shall be charged in respect of the registration in pursuance of Part IX of a company, if it is not registered as a limited company, or if, before its registration as a limited company, the liability of the shareholders was limited by some other Act of Parliament or any other Indian law or by an Act f Parliament ad the United Kingdom, Royal Charter or Letters Patent in force in India. 317
Fees, etc. paid to Registrar and other officers to be accounted forto Central Government. 612. Fees, etc. paid to Registrar and other officers to be accounted for to Central Government.-All fees, charges, and other sums paid to any Registrar, any Additional, Joint, Deputy, or Assistant Registrar, or any other officer of the Central Government in pursuance of this Ad shall be paid into the public account of India in the Reserve Bank of India.
Power of Central Government ot reduce fees, charges, etc.
613.Power of Central Government to reduce fees, charges, etc.-(1) The Central Government may, by order notified in the Official Gazette, reduce the amount of any fee, charge or other sum specified in any provision contained in this Act, as payable in respect of any matter, either to the Central Government or to any Registrar, any Additional, Joint, Deputy, or Assistant Registrar or any other officer of the Central Government; and thereupon such provision shall, during the period for which the order is in force, have effect as if the reduced fee had been substituted for the fee specified in such provision.
(2) Any order notified under sub-section (1) may-, by a like order, be cancelled or varied at any time by the Central Government.
(3) Nothing in this section shall be deemed to affect the power of the Central Government under section 641 to alter any of the fees specified in Schedule X.
Enforcement of duty of company to make returns etc. to Registrar. 614. Enforcement of duty of company to make returns etc. to
Registrar.-(1) If a company, having made default in complying with any provision of this Act which requires it to file or register with, or deliver or send to, the Registrar any return, account or other document, or to give notice to him of any matter, fails to make good the default within fourteen days after the service of a notice on the company requiring it to do so, the Court may, on an application made to it by any member or creditor of the company or by the Registrar, make an order directing the company and any officer thereof to make good the default within such time as may be specified in the order.
(2) Any such order may provide that all costs of and incidental to the application shall be borne by the company or by any officer., of the company responsible for the default.
(3) Nothing in this section shall be taken to prejudice the operation of any provisions in this or any other Act imposing penalties on a company or its officers in respect of any such default as aforesaid. PART GENERAL. PART XIII.-GENERAL Collection of information and statistics from companies
Power of Central Government to direct companies to furnish informationor statistics. 615.Power of Central Government to direct companies to furnish
Information or statistics.-(1) The Central Government may, by order, require companies generally, or any class of companies, or any company, to furnish such information or statistics with regard to their or its constitution or working, and within such time as may be specified In the order. 318
(2) (a) Every order under sub-section (1) addressed to companies generally or to any class of companies, shall be published in the Official Gazette and in such other manner, if any, as the Central Government may think fit. (b) The date of publication of the order in the Official Gazette shall be deemed to be the date on which the demand for information or statistics is made on such companies or class of companies, as the case may be.
(3) Every order under sub-section (1) addressed to an in. dividual company shall be served on it in the manner laid down in section 51.
(4) For the purpose of satisfying itself that any information or statistics furnished by a company in pursuance of any order under sub-
section (1) is correct and complete, the Central Government may require such company- (a) to produce such records or documents in its possession or under its control for inspection, before such officer and at such time as may be specified by the Central Government; or (b) to furnish such further information as may be specified by the Central Government and within such time as may be fixed by it.
(5) The Central Government may also, by order, direct an inquiry to be made by any person or persons named in the order- (a) for the purpose of obtaining any information or statistics which a company has failed to furnish as required
of it by an order under sub-section (1); or (b) for the purpose of satisfying itself that any infor- mation or statistics furnished by a company in pursuance of
an order made under sub-section (1) is correct and complete; and in so far as such information or statistics may be found to be incorrect or incomplete, for the purpose of obtaining such information or statistics as may be necessary to make the information or statistics furnished correct and complete; and a person or persons so appointed shall, for the purposes of such inquiry, have such powers as may be prescribed.
(6) If any company fails to comply with an order made under sub-
section (1) or (4), or knowingly furnishes any information or statistics which is incorrect or incomplete in any material respect, the company, and every officer thereof who is in default, shall be punishable with imprisonment which may extend to three months, or with fine which may extend to one thousand rupees, or with both.
(7) An order requiring any information or statistics to be furnished by a company may also be addressed to any person who is, or has at any time been, an officer or employee of the company, and all the provisions of this section, so far as may be, shall apply in relation to such person as they apply in relation to the company: 319 Provided that no such person shall be punishable under subsection
(6), unless the Court is satisfied that he was in a position to comply with the order and made wilful default in doing so.
(8) Where a body corporate incorporated outside India and having established an office within India, carries on business in India, all references to a company in this section shall be deemed to include references to the body corporate in relation, and only in relation, to such business. Application-of Act to Companies governed by special Acts
Application of Act to insurance, banking electricity supply and othercompanies governed by special Acts. 616. Application of Act to insurance, banking, electricity supply and other companies governed by special Acts.-The provisions of this Act shall apply- (a)to insurance companies, except in so far as the said provisions are inconsistent with the provisions of the Insurance Act, 1938 (4 of 1938) ; (b) to banking companies, except in so far as the said pro- visions are inconsistent with the provisions of the Banking Companies Act, 1949 (10 of 1949); (c) to companies engaged in the generation or supply of electricity, except in so far as the said provisions are inconsistent with the provisions of the Electricity Supply Act, 1948 (54 of 1948); (d) to any other company governed by any special Act for the time being in force, except in so far as the said provisions are inconsistent with the provisions of such special Act. Application of Act to Government Companies
Definition of “Government Company”. 617. Definition of “Government Company”.-For the purposes of sections 618, 619 and 620, Government company means any company in which not less than fifty-one per cent. of the share capital is held by the Central Government, or by any State Government or Governments, or partly by the Central Government and partly by one or more State Governments.
Future Government companies not to have managing agents. 618. Future Government companies not to have managing agents.-No Government company formed after the commencement of this Act shall appoint a managing agent.
Application of sections 224 to 233 to Government companies. 619. Application of sections 224 to 233 to Government companies.-
(1) In the case of a Government company, the following provisions shall apply, notwithstanding anything contained in sections 224 to
(2) The auditor of a Government company shall be appointed or re-appointed by the Central Government on the advice of the Comp- troller and Auditor-General of India. 320
(3) The Comptroller and Auditor-General of India shall have power- (a) to direct the manner in which the company’s accounts shall be audited by the auditor appointed in pursuance of
subsection (2) and to give such auditor instructions in regard to any matter relating to the performance of his functions as such; (b) to conduct a supplementary or test audit of the com- pany’s accounts by such person or persons as he may authorise in this behalf; and for the purposes of such audit, to require information or additional information to be furnished to any person or persons so authorised, on such matters, by such person or persons, and in such form, as the Comptroller and Auditor General may, by general or special order, direct.
(4) The, auditor aforesaid shall submit a copy of his audit report to the Comptroller and Auditor-General of India who shall have the right to comment upon, or supplement, the audit report in such. manner as he may think fit.
(5) Any such comments upon, or supplement to, the audit report shall be placed before the annual general meeting of the company at the same time and in the same manner as the audit report.
Power ot modify Act in relation to Government companies.
620. Power to modify Act in relation to Government companies.-(1) The Central Government may, by notification in the Official Gazette, direct that any of the provisions of this Act (other than sections 618, 619 and 639) specified in the notification:- (a) shall not apply to any Government company; or (b) shall apply to any Government company, only with such exceptions, modifications and adaptations, as may be specified in the notification.
(2) A copy of every notification proposed to be issued under
subsection (1) shall be laid in draft before both Houses of Parliament for a period of not less than thirty days while they are in session and if within that period, either House disapproves of the issue of the notification or approves of such issue only with modifications, the notification shall not be issued or, as the case may require, shall be issued only with such modifications as may be agreed on by both the Houses. Offences
Offences against Act to be cognizable only on complaint by Registrar,shareholder or Government. 621. Offences against Act to be cognizable only on complaint by
Registrar, shareholder or Government.-(1) No Court shall take cog- nizance of any offence against this Act (other than an offence with respect to which proceedings are instituted under section 545), which is alleged to have been committed by any company or any officer thereof, except on the complaint in writing of the Registrar, or of a shareholder of the company, or of a person authorised by the Central Government in that behalf: Provided that nothing in this sub-section shall apply to a prosecution by a company of any of its officers. 321
(2) Sub-section (1) shall not apply to any action taken by the liquidator of a company in respect of any offence alleged to have been committed in respect of any of the matters included in Part VII (sections 425 to 560) or in any other provision of this Act relating to the winding up of companies.
(3) A liquidator of a company shall not be deemed to be in
officer of the company, within the meaning of sub-section (1).
Jurisdiction to try offences. 622. Jurisdiction to try offences.-No Court inferior to that of a Presidency Magistrate or a Magistrate of the first class shall try any offence against this Act.
Certain offences triable summarily in Presidency towns. 623. Certain offences triable summarily in Presidency towns.If any offence against this Act which is punishable with fine only Is committed by any person within a Presidency town, such person may be tried summarily and punished by any Presidency Magistrate of that Presidency town.
Offences to be non-cognizable. 624. Offences to be non-cognizable.-Notwithstanding anything in the Code of Criminal Procedure, 1898 (5 of 1898), every offence against this Act shall be deemed to be non-cognizable within the meaning of the said Code.
Payment of compensation in cases of frivolous or vesatiousprosecution. 625. Payment of compensation in cases of frivolous or vexatious
prosecution.-(1) In respect of any case instituted upon the complaint of a shareholder against the company or any officer thereof in pursu- ance of section 621, the provisions of section 250 of the Code of Criminal Procedure, 1898 (5 of 1898), shall not apply; and the following provisions shall apply instead.
(2) If the Magistrate by whom any such case is heard discharges or acquits all or any of the accused, and is of opinion that the accusation against them or any of them was false and either frivolous or vexatious, the Magistrate may, by his order of discharge or acquittal, if the shareholder upon whose complaint the accusation was made is present, call upon him forthwith to show cause why he should not pay compensation to such accused, or to each or any of such accused when there is more than one, or if such shareholder is not present, direct the issue of a summons to him to appear and show cause as aforesaid.
(3) The Magistrate shall record and consider any cause which such shareholder may show; and if the Magistrate is satisfied that the accusation was false and either frivolous or vexatious, he may, for reasons to be recorded, direct that compensation to such amount as he may determine be paid by such shareholder to the accused or to each or any of them, not exceeding one thousand rupees in all.
(4) The Magistrate may, by the order directing payment of the
compensation under sub-section (3), further order that, in default of payment, the shareholder ordered to pay such compensation shall suffer simple imprisonment for a term not exceeding two months.
(5) When any person is imprisoned under sub-section (4), the provisions of sections 68 and 69 of the Indian Penal Code (45 of 1860) shall, so far as may be, apply. 322
(6) No person who has been directed to pay compensation under this section shall, by reason of such order, be exempted from any civil or criminal liability in respect of the complaint made by him: Provided that any amount paid to an accused person under this section shall be taken into account in awarding compensation to such person in any subsequent civil suit relating to the same matter.
(7) A complainant who has been ordered to pay compensation under
sub-section (3) by a Magistrate may appeal from the order, In so far as it relates to the payment of compensation, as if such complainant had been convicted on a trial held by such Magistrate.
(8) Where an order for payment of compensation to an accused person is made, the compensation shall not be paid to him before the
period allowed for the presentation of the appeal under subsection (7) has elapsed; or, if an appeal is presented, before the appeal has been decided.
Application of fines. 626. Application of fines.-The Court imposing any fine under this Act may direct that the whole or any part thereof shall be applied in or towards payment of the costs of the proceedings, or in or in towards the rewarding of the person on whose information or at whose instance the fine is recovered.
Production and inspection of books where offences suspected. 627. Production and inspection of books where offence suspected.-
(1) if, on an application made to a Judge of a High Court in chambers by the Public Prosecutor of the State or by the Central Government, it is shown that there is reasonable cause to believe that any person has, while he was an officer of a company, committed an offence in connection with the management of the company’s affairs, and that evidence of the commission of the offence is to be found in any books or papers of or under the control of the company, an order may be made- (i) authorising any person named therein to inspect the said books or papers or any of them for the purpose of investigating, and obtaining evidence of the commission of, the offence; or (ii) requiring the managing agent, secretaries and treasurers or manager of the company or such other officer thereof as may he named in the order, to produce the said books or papers or any of them to a person, and at a place and time, named in the order.
(2) Sub-section (1) shall apply also in relation to any books or Papers of a person carrying on the business of banking so far as they relate to the company’s affairs, as it applies to any books or papers of or under the control of the company, except that no such order As is referred to in clause (ii) thereof shall be made by virtue of this slab-section.
(3) No appeal shall lie from the decision of a judge of the High Court under this section 323
Penalty for false statements. 628. Penalty for false statements.-If in any return, report, certificate, balance sheet, prospectus, statement or other document required by or for the purposes of any of the provisions of this Act, any person makes a statement- (a) which is false in any material particular, knowing it to be false; or (b) which omits any material fact knowing it to be material: he shall, save as otherwise expressly provided in this Act, be punishable with imprisonment for a term which may extend to two years, and shall also be liable to fine.
Penalty for false evidence. 629. Penalty for false evidence.-If any person intentionally gives false evidence- (a) upon any examination upon oath or solemn affirmation, authorised under this Act; or (b) in any affidavit, deposition or solemn affirmation, in or about the winding up of any company under this Act, or other.wise in or about any matter arising under this Act; he shall be punishable with imprisonment for a term which may to seven years, and shall also be liable to fine.
Penalty for wrongful withholding of property.
630. Penalty for wrongful withholding of property.-(1) If any Officer or employee of a company– (a) wrongfully obtains possession of any property of a company; or (b) having any such property in his possession, wrongfully withholds it or knowingly applies it to purposes other than those expressed or directed in the articles and authorised by this Act; he shall, on the complaint of the company or any creditor or contri– butory thereof, be punishable with fine which may extend to one thousand rupees.
(2) The Court trying the offence may also order such officer or employee to deliver up or refund, within a time to be fixed by the Court, any such property wrongfully obtained or wrongfully withheld or knowingly misapplied, or in default, to suffer imprisonment for a term which may extend to two years.
Penalty for improper use of words “Limited” and “Private Limited”. 631. Penalty for improper use of words “Limited” and “Private Limited”.–If any person or persons trade or carry on business under any name or title of which the word “Limited” or the words “Private Limited”, or any contraction or imitation thereof is or are the last word or 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, be punishable with fine which may extend to fifty rupees for every day upon which that name or title has been used. Legal proceedings
Power to require limited company to give security for costs. 632. Power to require limited company to give security for costs. Where a limited company is plaintiff or petitioner in any suit or other legal proceeding, any Court having jurisdiction in the matter 324 may, if there is reason to believe that the company will be unable to pay the costs of the defendant if he is successful in his defence, require sufficient security to be given for those costs, and may stay all proceedings until the security is given.
Power of Court to grant relief in certain cases.
633. Power of Court to grant relief in certain cases.-(1) If in any proceeding for negligence, default, breach of duty, misfeasance or breach of trust against an officer of a company, it appears to the Court hearing the case that he is or may be liable in respect of the negligence, default, breach of duty, misfeasance or breach of trust, but that he has acted honestly and reasonably, and that having regard to all the circumstances of the case, including those connected with his appointment, he ought fairly to be excused. the Court may relieve him, either wholly or partly” from” ‘his ‘liability’ on such terms as it may think fit.
(2) Where any such officer has reason to apprehend that any claim will or might be made against him in respect of any negligence, default, breach of duty, misfeasance or breach of trust, he may apply to the Court for relief, and the Court on any such application shall have the same power to relieve him as it would have had under this section if it had been a Court before which proceedings against that person for negligence, default, breach of duty, misfeasance or breach of trust had been brought.
Enforcement of orders of Courts. 634. Enforcement of orders of Courts.-Any order made by a Court under this Act may be enforced in the same manner as a decree made by the Court in a suit pending therein.
Enforcement of orders of one Court by other Courts.
635. Enforcement of orders of one Court by other Courts.–(1) Where any order made by one Court is required to: be enforced by another Court, a certified copy of the order shall be produced to the proper officer of the Court required to enforce the order.
(2) The production of such certified copy shall be sufficient evidence of the order.
(3) Upon the production of such certified copy, the Court shall take the requisite.,steps for enforcing the order, in the same manner is if it had been made by itself. Reduction of fees payable to company
Reduction of fees, charges, etc. payable to company.
636. Reduction of fees, charges, etc. payable to company.- (1) A company which is entitled to any specified fee, charge or other sum by virtue of any provision contained in this Act or in its articles, may reduce the amount thereof to such extent as it thinks fit; and thereupon such provision shall, so long as the reduction is in force, have effect as if the reduced amount had been substituted for the fee, charge or sum specified in such provision.
(2) Any reduction made under sub-section (1) may, at any time, be cancelled or varied by the company. Delegation of powers and functions of Central Government
Delegation by Central Government of its powers and functions underAct. 637. Delegation by Central Government of its powers and functions
under Act.-(1) The Central Government may, by notification in the Official Gazette, delegate any of its powers or functions 325
under this Act, other than those specified in sub-section (2), to such authority or officer, and subject to such conditions, restrictions and limitations, as may be specified in the notification.
(2) The Central Government shall not delegate its powers or functions under the following provisions of this Act, namely,
sections, 10, 89 (4), 211 (3) and (4), 212, 213, 235, 237, 239, 241,
242, 243, 244, 245, 247, 248, 249, 250, 259, 268, 269, 274(2), 295,
300, 310, 311, 324 326, 328, 329, 332, 343, 345, 346, 347(2), 349,
352, 369, 372, 396, 399(4) and (5), 401, 408, 409, 410, 411 (b), 448, 609, 613, 620, 638, 641 and 642.
(3) A copy of every notification issued under sub-section (1) shall, as soon as may be after it is issued, be placed before both Houses of Parliament. Annual report on working of Act
Annual report by Central Government. 638. Annual report by Central Government.-The Central Government shall cause a general annual report on the working and administration of this Act to be prepared and laid before both Houses of Parliament, within one year of the close of the year to which the report relates. Annual reports on Government companies
Annual reports on Government companies to be places before Parliamentetc. 639. Annual reports on Government companies to be placed before
Parliament etc.-(1) In addition to the general annual report referred to in section 638, the Central Government shall cause an annual reports on the working and affairs of each Government company to be prepares and laid before both Houses of Parliament, together with a copy of the audit report and any comments upon, or supplement to, the audit report, made by the Comptroller and Auditor-General of India.
(2) Where any State Government is a member of a Government company, the annual report on the working and affairs of the company, the audit report, and the comments upon or supplement to the audit
report referred to in subsection (1), shall be placed by the State Government before the State Legislature or where the State Legislature has two Houses, before both Houses of that Legislature. Validation of registration of firm in certain cases
Validation of registration of firms as members of charitable and othercompanies. 640. Validation of registration of firms as members of charitable and other companies.-Any firm which stood registered at the com- mencement of this Act, as a member of any association or company licensed under section 26 of the Indian Companies Act, 1913 (7 of 1913) shall be deemed to have been validly so registered with effect on and from the date of Its registration. Schedules. Forms and Rules
Power to alter Schedules.
641. Power to alter Schedules.-(1) Subject to the provisions of this section, the Central Government may, by notification in the Official Gazette, alter any of the regulations, rules, tables, forms and other provisions contained in any of the Schedules to this Act, except Schedules XI and XII 326
(2) Any alteration notified under sub-section (1) shall have effect as if enacted in this Act and shall come into force on the date of the notification, unless the notification otherwise directs: Provided that no such alteration in Table A of Schedule I shall apply to any company registered before the date of such alteration.
(3) All rules made by the Central Government under sub-section
(1) shall, as soon as may be after they are made, be laid before both Ho-uses of Parliament.
Power of Central Government to make rules.
642. Power of Central Government to make rules.-(1) In addition to the powers conferred by section 641, the Central Government may, by notification in the Official Gazette, make rules- (a) for all or any of the matters which by this Act are to be, or may be, prescribed by the Central. Government; and (b) generally to carry out the purposes of this Act.
(2) Every rule so notified shall have effect as if enacted in this Act; and shall come into force on the date of the notification, unless the notification otherwise directs.
(3) All rules made by the Central Government under sub-section
(1) shall, as soon as may be after they are made, be laid before both Houses of Parliament.
Power of Supreme Court to make rules.
643. Power of Supreme Court to make rules.-(1) The Supreme Court, after consulting the High Courts,- (a) shall make rules providing for all matters relating to the winding up of companies which, by this Act, are to be prescribed; and may make rules providing for all such matters as may be prescribed, except those reserved to the Central
Government by sub-section (5) of section 503, sub-section (1)
of section 549 and sub-section (3) of section 550; and (b) may make rules consistent with the Code of Civil Procedure, 1908 (5 of 1908)– (i) as to the mode of proceedings to be had for winding up a company in High Courts and in Courts subordinate thereto; (ii) for the voluntary winding up of companies, whether by members or by creditors” (iii) for the Holding of meetings of creditors and members in connection with proceedings under section 391; (iv) for giving effect to the provisions of this Act as to me reduction of the capital and the sub-division of the shares of a company; and (v) Generally for all applications to be made to the Court under the provisions of this Act.
(2) Without prejudice to the generality of the foregoing power, the Supreme Court may, by such rules, enable or require all or any 327 of the powers and duties conferred and imposed on the Court by this Act, in respect of the following matters, that is to say:- (a) the holding and conducting of meetings to ascertain the wishes of creditors and contributories; (b) the settling of lists of contributories and the rectifying of the register of members where required, and collecting and applying the assets; (c) the payment, delivery, conveyance, surrender or transfer of money, property, books or papers to the liquidator; (d) the making of calls; and (e) the fixing of a time within which debts and claims shall be proved; to be exercised or performed by the Official Liquidator or any other liquidator as an officer of the Court, and subject to the control of the Court: Provided that the liquidator shall not, without the special leave of the Court, rectify the register of members or make any call.
(3) Until rules are made by the Supreme Court as aforesaid, all rules made by any High Court on the matters referred to in this section and in force at the commencement of this Act, shall continue to be in force in so far as they are not inconsistent with the provisions of this Act in that High Court and in Courts subordinate thereto. Repeals and savings
Repeal of Acts specified in Schedule XII. 644. Repeal of Acts specified in Schedule XII.-The enactments mentioned in Schedule XII are hereby repealed.
Saving of orders, rules, etc., in force at commencement of Act. 645. Saving of orders, rules, etc., in force at commencement of Act.-Nothing in this Act shall affect any order, rule, regulation, appointment, conveyance, mortgage, deed, document or agreement made, fee directed, resolution passed, direction given, proceeding taken, instrument executed or issued, or thing done, under or in pursuance of any previous companies law; but any such order, rule, regulation, appointment, conveyance, mortgage, deed, document, agreement, fee, resolution, direction, proceeding, instrument or thing shall, if in force at the commencement of this Act, continue to be in force, and so far as it could have been made, directed, passed, given, taken, executed, issued or done under or in pursuance of this Act, shall have effect as if made, directed, passed, given, taken, executed, issued or done under or in pursuance of this Act.
Saving of operation of section 138 of Act VII of 1913. 646. Saving of operation of section 138 of Act VII of 1913.- Nothing in this Act shall affect the operation of section 138 of the Indian Companies Act, 1913 (7 of 1913), as respects inspectors, or as respects the continuation of an inspection begun by inspectors, appointed before the commencement of this Act; and the provisions of this Act shall apply to or in relation to a report of inspectors appointed under the said section 138 as they apply to or in relation to a report of inspectors appointed under section 235 or 237 of this Act. 328
Saving of pending proceedings for winding up. 647. Saving of pending proceedings for winding up.–Where the winding up of a company has commenced before the commencement it this Act-
(i) sub-section (7) of section 555 shall apply in respect of any moneys paid into the Companies Liquidation Account whether before or after such commencement; and (ii) the other provisions with respect to winding up contained in this Act shall not apply, but the company shall be wound up in the same manner and with the same incidents as if this Act had not been passed.
Saving of prosecutions instituted by liquidator or Court under section237 of Act 7 of 1913. 648. Saving of prosecutions instituted by liquidator or Court under section 237 of Act 7 of 1913-Nothing in this Act shall affect any prosecution instituted or ordered by the Court to be instituted under section 237 of the Indian Companies Act, 1913 (7 of 1913); and the Court shall have the same power of directing how any costs, charges, and expenses properly incurred in any such prosecution are to be defrayed as it would have had, if this Act had not been passed.
Construction of references to former enactments in documents. 649. Construction of references to former enactments in docu- ments.-Any document referring to any former enactment relating to companies shall be construed as referring to the corresponding enact- ment in this Act.
Construction of “registrar of joint stock companies” in Act 21 of1860. 650. Construction of “registrar of joint stock companies” in Act 21 of 1860.-In sections 1 and 18 of the Societies Registration Act. 1860 (21 of 1860), the words “registrar of joint-stock companies” shall be construed to mean the Registrar under this Act.
Construction of references to extraordinary resolution in articlesetc. 651. Construction of references to extraordinary resolution in articles etc.-Any reference to an extraordinary resolution in the articles of a company, or in any resolution passed in general meeting by the company, or in any other instrument, or in any law in force immediately before the commencement of this Act, shall, with effect on and from such commencement, be construed as a reference to a special resolution.
Appointment under previous companies laws to have effect as if madeunder Act. 652. Appointment under previous companies laws to have effect as if made under Act.-Any person appointed to any office under or by virtue of any previous companies law shall be deemed to have been appointed to that office under or by virtue of this Act.
Former registration offices continued. 653. Former registration offices continued.-The offices existing at commencement of this Act-for the registration of companies shall be continued as if they had been established under this Act.
Registers under previous companies laws to be deemed to be part ofregisters under Act. 654. Registers under previous companies laws to be deemed to be part of registers under Act.-Any register kept tinder the provisions of any previous companies law shall be deemed to be part of the register to be kept under the corresponding provisions of this Act.
Funds and accounts under Act to be in continuation of funds andaccounts under previous companies law. 655. Funds and accounts under Act to be in continuation of funds and accounts under previous companies law.-All funds constituted and accounts kept under this Act shall be deemed to be in continuation of the corresponding funds constituted and accounts kept under previous companies laws. 329
Saving of incorporation under repealed Acts. 656. Saving of incorporation under repealed Acts.-Nothing in this Act shall affect the incorporation of any company registered under any enactment hereby repealed.
Saving of certain Tables under previous companies laws. 657. Saving of certain Tables under previous companies laws.,- Nothing in this Act shall affect- (a) Table B in the Schedule annexed to Act No. 19 of 1857, or any part thereof, so far as the same applies to any com- pany existing at the commencement of this Act; (b) Table A in the First Schedule annexed to the Indian Companies Act, 1882 (6 of 1882), or any part thereof, so far as the same applies to any company existing at the commencement of this Act; (c) Table A in the First Schedule to the Indian Companies Act, 1913 (7 of 1913); either as originally contained in that Schedule or as altered in pursuance of section 151 of that Act, so far as the same applies to any company existing at the commencement of this Act.
Section 6 of the General Clauses Act, 1897 (10 of 1897) to apply inaddition to sections 645 to 657 of Act. 658. Section 6 of the General Clauses Act, 1897 (10 of 1897) to apply in addition to sections 645 to 657 of Act.-The mention of parti- cular matters in sections 645 to 657 or in any other provision of this Act shall not prejudice the general application of section 6 of the General Clauses Act, 1897 (10 of 1897), with respect to the effect of repeals. SCHE
[See sections 2 (2), 14, 28, (1), 29 and 223].
SCHEDULE I
[See sections 2 (2), 14, 28 (1), 29 and 223]
TABLE A REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES Interpretation
1. (1) In these regulations- (a) “the Act” means the Companies Act, 1956. (b) “the seal” means the common seal of the company.
(2) Unless the context otherwise requires, words or expressions contained in these regulations shall bear the same meaning as in the Act or any statutory modification thereof in force at the date at which these regulations become binding on the company. Share capital and variation of rights 2. Subject to the provisions of section 80, any preference shares may, with the sanction of an ordinary resolution, be issued on the terms that they are, or at the option of the company are liable, to be redeemed on such terms and in such manner as the company before the issue of the shares may, by special resolution, determine. 330
3.(1) If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, sub- ject to the provisions of sections 106 and 107, and whether or not the company is being wound up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class, or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class.
(2) To every such separate general meeting, the provisions of these regulations relating to general meetings shall mutatis Mutandis apply, but so that the necessary quorum shall be two persons at least holding or representing by proxy one-third of the issued shares of the class in question. 4.The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.
5.(1) The company may exercise the powers of paying commissions conferred by section 76, provided that the rate per cent. or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by that section.
(2) The rate of the commission shall not exceed the rate of five per cent. of the price at which the shares in respect whereof the same is paid are issued or an amount equal to five per cent. of such price, as the case may be.
(3) The commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in the one way and partly in the other.
(4) The company may also, on any issue of shares, pay such brokerage as may be lawful. 6. Except as required by law, no person shall be recognised by the company as holding any share upon any trust, and the company shall not be bound by, or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except only as by these regulations or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.
7. (1) Every person whose name is entered as a member in the register of members shall be entitled to receive within three months after allotment or registration of transfer (or within such other period as the conditions of issue shall provide)- (a) one certificate for all his shares without payment; or (b) several certificates, each for one or more of his shares, upon payment of one rupee for every certificate after the first.
(2) Every certificate shall be under the seal and shall specify the shares to which it relates and the amount paid up thereon.
(3)In respect of any share or shares held jointly by several persons, the company, shall not be bound to issue more than one certi- ficate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders. 331 8. If a share certificate is defaced, lost or destroyed, it may be renewed on payment of such fee, if any, not exceeding eight annas, and on such terms, if any, as to evidence and indemnity and the payment of out-of-pocket expenses incurred by the company in investigating evidence. as the directors think fit. Lien
9. (1) The company shall have a first and paramount lien- (a) on every share (not being a fully-paid share), for all moneys (whether presently payable or not) called, or payable at a fixed time. in respect of that share; and (b) on all shares (not being fully-paid shares) standing registered in the name of a single person, for all moneys presently payable by him or his estate to the company: Provided that the Board of directors may at any time declare any share to be wholly or in part exempt from the provisions of this clause.
(2) The company’s lien, if any, on a share shall extend to all dividends payable thereon. 10. The company may sell, in such manner as the Board thinks tit, any shares on which the company has a lien: Provided that no sale shall be made- (a) unless a sum in respect of which the lien exists is presently payable; or (b) until the expiration of fourteen days after a notice in writing stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the share or the person entitled thereto by reason of his death or insolvency.
11. (1) To give effect to any such sale, the Board may authorise some person to transfer the shares sold to, the purchaser thereof.
(2) The purchaser shall be registered as the holder of the shares comprised in any such transfer.
(3) The purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.
12. (1) The proceeds of the sale shall be received by the company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable.
(2) The residue, if any, shall, subject to a like lien for sums not presently payable as existed upon the shares before the sale, be paid to the person entitled to the shares at the date of the sale. Calls on shares
13. (1) The Board may, from time to time, make calls upon the members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) and not by the conditions of allotment thereof made payable at fixed times: 332 Provided that no call shall exceed one-fourth of the nominal value of the share or be payable at less than one month from the, date fixed for the payment of the last preceding call.
(2) Each member shall, subject to receiving at least fourteen days’ notice specifying the time or times and place of payment, pay to the company, at the time or times and place so specified, the amount called on his shares.
(3) A call may be revoked or postponed at the discretion of the Board. 14. A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed and may be required to be paid by instalments. 15. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.
16. (1) If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest thereon from the day appointed for payment thereof to the time of actual payment at five per cent. per annum or at such lower rate, if any, as the Board may determine.
(2) The Board shall be at liberty to waive payment of any such interest wholly or in part.
17. (1) Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall, for the purposes of these regulations, be deemed to be a call duly made and payable on the date on which by the terms of issue such sum becomes payable.
(2) In case of non-payment of such sum, all the relevant pro- visions of these regulations as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified. 18. The Board- (a) may, if it thinks fit, receive from any member willing to advance the same, all or any part of the moneys uncalled and unpaid upon any shares held by him; and (b) upon all or any of the moneys so advanced, may (until the same would, but for such advance, become presently pay- able) pay interest at such rate not exceeding, unless the company in general meeting shall otherwise direct, six per cent. per annum, as may be agreed upon between the Board and the member paying the sum in advance. Transfer of shares
19. (1) The instrument of transfer of any share in the company shall be executed by or on behalf of both the transferor and transferee.
(2) The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the register of members in respect thereof. 333 20. Shares in the company shall be transferred in the following form, or in any usual or common form which the Board shall approve:- “I, A. B. of ………..in consideration of the sum……of rupees paid to me by C. D. of (hereinafter called “the transferee”), do hereby transfer to the transferee the share [or shares] numbered- … .. to inclusive, in the undertaking called the Company, Limited, to hold unto the said transferee, his executors, administrators and assigns, subject to the several conditions on which I held the same immediately before the execution hereof; and I, the transferee, do hereby agree to take the said share (or shares) subject to the conditions aforesaid. As witness our hands this day of Witness to the signatures of, etc.” 21. The Board may, subject to the right of appeal conferred by section 111, decline to register- (a) the transfer of a share, not being a fully-paid share, to a person of whom they de not approve; or (b) any transfer of shares on which the company has a lien. 22. The Board may also decline to recognise any instrument of transfer unless- (a) a fee of two rupees is paid to the company in respect thereof; (b) the instrument of transfer is accompanied by the certi- ficate of the shares to which it relates, and such other evidence as the Board may reasonably-require to show the right of the transferor to make the transfer; and (c) the instrument of transfer is in respect of only one class of shares. 23. The registration of transfers may be suspended at such times and for such periods as the Board may from time to time determine: Provided that such registration shall not be suspended for more than forty-five days in any year. 24. The company shall be entitled to charge a fee not exceeding two rupees on the registration of every probate, letters of adminis- tration, certificate of death or marriage, power of attorney, or other instrument. Transmission of shares
25. (1) On the death of a member, the survivor or survivors where the member was a joint holder, and his legal representatives where he was a sole holder, shall be the only persons recognised by the company as having any title to his interest in the shares.
(2) Nothing in clause (1) shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by him with other persons. 334
26. (1) Any person becoming entitled to a share in consequence of the death or insolvency of a member may, upon such evidence being produced as may from time to time properly be required by the Board and subject as hereinafter provided, elect, either- (a) to be registered himself as holder of the share; or (b) to make such transfer of the share as the deceased or insolvent member could have made.
(2) The Board shall, in either case, have the same right to decline or suspend registration as it would have had, if the deceased or insolvent member had transferred the share before his death or insolvency.
27. (1) If the person so becoming entitled shall elect to be registered as holder of the share himself, he shall deliver or send to the company a notice in writing signed by him stating that he so elects.
(2) If the person aforesaid shall elect to transfer the share, he shall testify his election by executing a transfer of the share.
(3) All the limitations, restrictions and provisions of these regulations relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or insolvency of the member had not occurred and the notice or transfer were a transfer signed by that member. 28. A person becoming entitled to a share by reason of the death or insolvency of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the company: Provided that the Board may, at any time, give notice requiring any such person to elect either to be registered himself or to transfer the share, and if the notice is not complied with within ninety days, the Board may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the share, until the requirements of the notice have been complied with. Forfeiture of shares 29. If a member fails to pay any call, or instalment of a call, on the day appointed for payment thereof, the Board may, at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued. 30. The notice aforesaid shall- (a) name a further day (not being earlier than the expiry of fourteen days from the date of service of the notice) on or 335 before which the payment required by the notice is to be made; and (b) state that, in the event of non-payment on or before the day so named, the shares in respect of which the call was made will be liable to be forfeited. 31. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may, at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Board to that effect.
32. (1) A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Board thinks fit.
(2) At any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture on such terms as it thinks fit.
33. (1) A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall, not- withstanding the forfeiture, remain liable to pay to the company all moneys which, at the date of forfeiture, were presently payable by him to the company in respect of the shares.
(2) The liability of such person shall cease if and when the company shall have received payment in full of all such moneys in res- pect of the shares.
34. (1) A duly verified declaration in writing that the declarant is a director, the managing agent, the secretaries ‘and treasurers, the manager or the secretary, of the company, and that a share in the company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share.
(2) The company may receive the consideration, if any, given for the share on any sale or disposal thereof and may execute a transfer of the share in favour of the person to whom the share is sold or dis- posed of.
(3) The transferee shall thereupon be registered as the holder of the share.
(4) The transferee shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share. 35. The provisions of these regulations as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as If the same had been payable by virtue of a call duly made and notified. 336 Conversion of shares into stock 36. The company may, by ordinary resolution,- (a) convert any paid-up shares into stock; and (b) reconvert any stock into paid-up shares of any denomination. 37. The holders of stock may transfer the same or any part thereof in the same manner as, and subject to the same regulations under which, the shares from which the stock arose might before the conversion have been transferred, or as near thereto as circumstances admit: Provided that the Board may, from time to time, fix the minimum amount of stock transferable, so however that such minimum shall not exceed the nominal amount of the shares from which the stock arose. 38. The holders of stock shall, according to the amount of stock held by them, have the same rights, privileges and advantages as regards dividends, voting at meetings of the company, and other matters, as if they held the shares from which the stock arose; but no such privilege or advantage (except participation in the dividends and profits of the company and in the assets on winding up) shall be conferred by an amount of stock which would not, if existing in shares, have conferred that privilege or advantage. 39. Such of the regulations of the company (other than those relating to share warrants), as are applicable to paid-up shares shall ,apply to stock and the words “share” and “shareholder” in those regulations shall include “stock” and “stockholder” respectively. Share warrants 40. The company may issue share warrants subject to, and in accordance with, the provisions of sections 114 and 115; and accord- ingly the Board may in its discretion, with respect to any share which is fully paid up, on application in writing signed by the person registered as holder of the share, and authenticated by such evidence (if any) as the Board may, from time to time, require as to the iden- tity of the person signing the application, and on receiving the certificate (if any) of the share, and the amount of the stamp duty on the warrant and such fee as the Board may from time to time require, issue a share warrant.
41. (1) The bearer of a share warrant may at any time deposit the warrant at the office of the company, and so long as the warrant remains so deposited, the depositor shall have the same right of signing a requisition for calling a meeting of the company, and of attending, and voting and exercising the other privileges of a member at any meeting held after the expiry of two clear days from the time of deposit, as if his name were inserted in the register of members as the holder of the shares included in the deposited warrant.
(2) Not more than one person shall be recognised as depositor of the share warrant. 337
(3) The company shall, on two days’ written notice, return the deposited share warrant to the depositor.
42. (1) Subject as herein otherwise expressly provided, no per- son shall, as bearer of a share warrant, sign a requisition for calling a meeting of the company, or attend, or vote or exercise any other privilege of a member at a meeting of the company, or be entitled to receive any notices from the company.
(2) The bearer of a share warrant shall be entitled in all other respects to the same privileges and advantages as if he were named in the register of members as the holder of the shares included in the warrant, and he shall be a member of the company. 43. The Board may, from time to time, make rules as to the terms on which (if it shall ‘think fit) a new share warrant or coupon may be issued by way of renewal in case of defacement, loss or destruction. Alteration of capital 44. The company may, from time to time, by ordinary resolution Increase the share capital by such sum, to be divided into shares of such amount, as may be specified in the resolution. 45. The company may, by ordinary resolution,- (a) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; (b) sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the memorandum, subject, nevertheless, to the provisions of clause (d) of sub-section
(1) of section 94; (c) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person. 46. The company may, by special resolution, reduce in any manner and with, and subject to, any incident authorised and consent required by law,- (a) its share capital; (b) any capital redemption reserve fund; or (c) any share premium account. General meetings 47. All general meetings other than annual general meetings shall be called extraordinary general meetings.
48. (1) The Board may, whenever it thinks fit, call an extra. ordinary general meeting.
(2) If at any time there are not within India directors capable of acting who are sufficient in number to form a quorum, any director or any two members of the company may call an extraordinary general meeting in the same manner, as nearly as possible, as that in which such a meeting may be called by the Board. 338 Proceedings at general meetings
49. (1) No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business.
(2) Save as herein otherwise provided, five members present In person (in the case of a public company-two members present. in person, in the case of a private company) shall be a quorum. 50. The chairman, if any, of the Board shall preside as chairman at every general meeting of the company. 51. If there is no such chairman, or if he is not present within fifteen minutes after the time appointed for holding the meeting, or is unwilling to act as chairman of the meeting, the directors present shall elect one of their number to be chairman of the meeting. 52. If at any meeting no director is willing to act as chairman or if no director is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their number to be chairman of the meeting.
53. (1) The chairman may, with the consent of any meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn the meeting from time to time and from place to place,
(2) No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
(3) When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.
(4) Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. 54. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place, or at which the poll is demanded, shall be entitled to a second or casting vote. 55. Any business other than that upon which a poll has beer demanded may be proceeded with, pending the taking of the poll. Votes of members 56. Subject to any rights or restrictions for the time being attached to any class- or classes of shares,- (a) on a show of hands, every member present in person shall have one vote; and (b) on a poll, the voting rights of members shall be as laid down in section 87. 339 57. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in Which the names stand in the register of members. 58. A member of unsound mind or in respect of whom an order has been made by any Court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his, committee or other legal guardian, and any such committee or guardian may, on a poll, vote by proxy. 59. No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the company have been paid.,
60. (1) No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes.
(2) Any such objection made in due time shall be referred to the chairman of the meeting, whose decision shall be final and conclusive. 61. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, shall be deposited at the registered office of the company not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than 24 hours before the time appointed for the taking of the poll; and in default the instrument of proxy shall not be treated as valid. 62. An instrument appointing a proxy shall be in either of the forms in Schedule IX to the Act or a form as near thereto as circumstances admit. 63. A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the previous death or insanity of the principal or the revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the shares in respect of which the proxy is given: Provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the company at its office before the commencement of the meeting or adjourned meeting at which the proxy is used. Board of directors 64. The number of the directors and the names of the first directors shall be determined in writing by the subscribers of the memorandum or a majority of them.
65. (1) The remuneration of the directors shall, in so far as it consists of a monthly payment, be deemed to accrue from day to day. 340
(2) In addition to the remuneration payable to them in pursuance of the Act, the directors may be paid all travelling, hotel and other expenses properly incurred by them- (a) in attending and returning from meetings of the Board of directors or any committee thereof or general meetings of the company; or (b) in connection with the business of the company. 66. The qualification of a director shall be the holding of at least one share in the company. 67. The Board may pay all expenses incurred in getting up and registering the company. 68. The company may exercise the powers conferred by section 50 with regard to having an official seal for use abroad, and such powers shall be vested in the Board. 69. The company may exercise the powers conferred on it by sections 157 and 158 with regard to the keeping of a foreign register; and the Board may (subject to the provisions of those sections) make and vary such regulations as it may think fit respecting the keeping of any such register. 70. All cheques, promissory notes, drafts, hundis, bills of ex- change and other negotiable instruments, and all receipts for moneys paid to the company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, by the managing agent or secretaries and treasurers of the company, or where there is no managing agent or secretaries and treasurers, by such person and in such manner as the Board shall from time to time by resolution determine. 71. Every director present at any meeting of the Board or of a committee thereof shall sign his name in a book to be kept for that purpose.
72. (1) The Board shall have power at any time, and from time to time, to appoint a person as an additional director who shall hold office until the next following general meeting.
(2) Such person shall however be eligible for appointment by the company at that meeting as a director, after the meeting has, if necessary, increased the number of the directors. Proceedings of Board
73. (1) The Board of directors may meet for the despatch of business, adjourn and otherwise regulate its meetings, as it thinks fit.
(2) A director may, and the managing agent, secretaries and treasurers, manager or secretary on the requisition of a director shall, at any time, summon a meeting of the Board.
74. (1) Save as otherwise expressly provided in the Act, ques- tions arising at any meeting of the Board shall be decided by a majority of votes. 341
(2) In-case of an equality of votes, the chairman of the Board, if any, shall have a second or casting vote. 75. The continuing directors may act notwithstanding any vacancy in the Board; but, if and so long as their number is reduced below the quorum fixed by the Act for a meeting of the Board, the continuing directors or director may act for the purpose of increasing the number of directors to that fixed for the quorum, or of summoning a general meeting of the company, but for no other purpose.
76. (1) The Board may elect a chairman of its meetings and determine the period for which he is to hold office.
(2) If no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the meeting, the directors present may choose one of their number to be chairman of the meeting.
77. (1) The Board may, subject to the provisions of the Act, delegate any of its powers to committees consisting of such member or members of its body as it thinks fit.
(2) Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on it by the Board.
78. (1) A committee may elect a chairman of its meetings.
(2) If no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the meeting, the members present may choose one of their number to be chairman of the meeting.
79. (1) A committee may meet and adjourn as it thinks proper.
(2) Questions arising at any meeting of a committee shall be determined by a majority of votes of the members present, and in case of an equality of votes, the chairman shall have a second or Casting vote. 80. All acts done by any meeting of the Board or of a committee thereof or by any person acting as a director, shall, notwithstanding that it may be afterwards discovered that there was some defect in the appointment of any one or more of such directors or of any person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such director or such person had been duly appointed and was qualified to be a director. 81. Save as otherwise expressly provided in the Act, a reso- lution in writing, signed by all the members of the Board or of a committee thereof, for the time being entitled to receive notice of a meeting of the Board or committee, shall be as valid and effectual as if it had been passed at a meeting of the Board or committee, duly convened and held. Manager or Secretary
82. (1) A manager or secretary may be appointed by the Board for such term, at such remuneration and upon such conditions as 342 it may think fit; and any manager or secretary so appointed may be removed by the Board.
(2) A director may be appointed as manager or secretary. 83. A provision of the Act or these regulations requiring or authorising a thing to be done by or to a director and the manager or secretary shall not be satisfied by its being done by or to the same person acting both as director and as, or in place of, the manager or secretary. The Seal
84. (1) The Board shall provide for the safe custody of the seal.
(2) The seal of the company shall not be affixed to any instrument except by the authority of a resolution of the Board or of a committee of the Board authorised by it in that behalf, and except in the presence of at least two directors and of the secretary or such other person as the Board may appoint for the purpose; and those two directors and the secretary or other person aforesaid shall sign every instrument to which the seal of the company is so affixed in their presence. Dividends and Reserve 85. The company in general meeting may declare dividends, but no dividend shall exceed the amount recommended by the Board. 86. The Board may from time to time pay to the members such interim dividends as appear to it to be justified by the profits of the company.
87. (1) The Board may, before recommending any dividend. set aside out of the profits of the company such sums as it thinks proper as a reserve or reserves which shall, at the discretion of the Board, be applicable for any purpose to which the profits of the company may be properly applied, including provision for meeting contingencies or for equalising dividends; and pending such application, may, at the like discretion,’ either be employed in the business of the company or be invested in such investments (other than shares of the company) as the Board may, from time to time, think fit.
(2) The Board may also carry forward any profits which it may think prudent not to divide, without setting them aside as a reserve.
88. (1) Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid, but if and so long as nothing is paid upon any of the shares in the company, dividends may be declared and paid according to the amounts of the shares. 343
(2) No amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this regulation as paid on the share.
(3) All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular date such share shall rank for dividend accordingly. 89.The Board may deduct from any dividend payable to any member all sums of money, if any, presently payable by him to the company on account of calls or otherwise in relation to the shares of the company.
90. (1) Any general meeting declaring a dividend or bonus may direct payment of such dividend or bonus, wholly or partly, by the distribution of specific assets; and the Board shall give effect to the resolution of the meeting.
(2) Where any difficulty arises in regard to such distribution, the Board may settle the same as it thinks expedient, and in particular may issue fractional certificates and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any members upon the footing of the value so fixed in order to adjust the rights of all parties, and may vest any such specific assets in trustees as may seem expedient to the Board.
91. (1) Any dividend, interest or other moneys payable in cash in respect of shares may be paid by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of that one of the joint holders who is first named on the register of members, or to such person and to such address as the holder or joint holders may in writing direct.
(2) Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. 92. Any one of two or more joint holders of a share may give effectual receipts for any dividends, bonuses or other moneys payable in respect of such share. 93. Notice of any dividend that may have been declared shall be given to the persons entitled to share therein in the manner mentioned in the Act. 94. No dividend shall bear interest against the company. Accounts
95. (1) The Board shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations, the accounts and books of the company, or any of them, shall be open to the inspection of members not being directors. 344
(2) No member (not being a director) shall have any right of inspecting any account or book or document of the company except as conferred by law or authorised by the Board or by the company in general meeting. Capitalisation of profits
96. (1) The company in general meeting may, upon the recom- mendation of the Board, resolve- (a) that it is desirable to capitalise any part of the amount for the time being standing to the credit of any of the company’s reserve accounts, or to the credit of the profit and loss account, or otherwise available for distribution; and (b) that such sum be accordingly set free for distribution
in the manner specified in clause (2) amongst the members who would have been entitled thereto, if distributed by way of dividend and in the same proportions.
(2) The sum aforesaid shall not be paid in cash but shall be
applied, subject to the provision contained in clause (3), either in or towards- (i) paying up any amounts for the time being unpaid on any shares held by such members respectively; (ii) paying up in full, unissued shares or debentures of the company to be allotted and distributed, credited as fully paid up, to and amongst such members in the proportions aforesaid; or (iii) partly in the way specified in sub-clause (i) and partly in that specified in sub-clause (ii).
(3) A share premium account and a capital redemption reserve fund may, for the purposes of this regulation, only be applied in the paying up of unissued shares to be issued to members of the company as fully paid bonus shares.
(4) The Board shall give effect to the resolution passed by the company in pursuance of this regulation.
97. (1) Whenever such a resolution as aforesaid shall have been passed, the Board shall- (a) make all appropriations and applications of the un- divided profits resolved to be capitalised thereby, and all allotments and issues of fully paid shares or debentures, if any; and (b) generally do all acts and things required to give effect thereto.
(2) The Board shall have full power- (a) to make such provision, by the issue of fractional cer- tificates or by payment in cash or otherwise as it thinks fit, for the case of shares or debentures becoming distributable in fractions; and also (b) to authorise any person to enter, on behalf of all the members entitled thereto, into an agreement with the company 345 providing for the allotment to them respectively, credited as fully paid up, of any further shares or debentures to which they may be entitled upon such capitalisation, or (as the case may require) for the payment up by the company on their behalf, by the application thereto of their respective proportions of the profits resolved to be capitalised, of the amounts or any part of the amounts remaining unpaid on their existing shares.
(3) Any agreement made under such authority shall be effective and binding on all such members. Winding up
98. (1) If the company shall be wound up, the liquidator may, with the sanction of a special resolution of the company and any other sanction required by the Act, divide amongst the members, in specie or kind, the whole or any part of the assets. of the company, whether they shall consist of property of the same kind or not.
(2) For the purpose aforesaid, the liquidator may set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members.
(3) The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the bene- fit of the contributories as the liquidator, with the like sanction, shall think fit, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability. 99. Every officer or agent for the time being of the company shall be indemnified out of the assets of the company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application under section 633 in which relief is granted to him by the Court. TABLE B MEMORANDUM OF ASSOCIATION OF A COMPANY LIMITED BY SHARES 1st.-The name of the company is “The Eastern Steam Packet Company, Limited”. 2nd.-The registered office of the company will be situated in the State of Bombay. 3rd.-The objects for which the company is established are “the conveyance of passengers and goods in ships or boats between such places as the company may from time to time determine, and the doing of all such other things as are incidental or conducive to the attainment of the above object”. 346 4th.-The liability of the members is limited. 5th.-The share capital of the company is two hundred thousand rupees, divided into one thousand shares of two hundred rupees each. We, the several persons whose names and addresses are subscribed, are desirous of being formed into a company in pursuance of this memorandum of association, and we respectively agree to take the number of shares in the capital of the company set opposite our respective names. Names, Addresses, Descriptions and Occupations of Subscribers. (Number of shares taken by each subscriber). 1. A. B. of …………..,merchant…..200 2. C.D. of ……………,merchant…..25 3. E.F. of ………….., merchant….30 4. G.H. of ………….., merchant….40 5. I.J. of ……………,merchant….15 6. K.L. of ………….., meerchant…5 7. M.N. of ………….., merchant…10 Total shares taken 325 Dated the day of 19 Witness to the above signatures X. Y. of TABLE C MEMORANDUM AND ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL Memorandum of Association 1st.-The name of the company is “The Mutual Calcutta Marine Association, Limited”. 2nd.-The registered office of the company will be situate in the State of West Bengal. 3rd.-The objects for which the company is established are “the mutual insurance of ships belonging to members of the company, and the doing of all such other things as are incidental or conducive to the attainment of the above object”. 4th.-The liability of the members is limited. 5th.-Every member of the company undertakes to contribute to the assets of the company in the event of its being wound up while he is a member, or within one year after he ceases to be a member, for payment of the debts and liabilities of the company contracted before he ceases to be a member, and the costs, charges and expenses of winding up and for the adjustment of the rights of the contributories among themselves, such amount as may be required, not exceeding one hundred rupees. 347 We, the several persons whose names and addresses are subscribed, are desirous of being formed into a company, in pursuance of this memorandum of association. Names, Addresses, Descriptions and Occupations of Subscribers, 1. A. B. of…merchant. 2. C. D. of…merchant. 3. E. F. of…merchant. 4. G. H. of…merchant. 5. I. J. of…merchant. 6. K. L. of…merchant. 7. M. N. of…merchant. Dated the day of Witness to the above signatures X. Y. Of ARTICLES OF ASSOCIATION OF A COMPANY LIMITED By GUARANTEE AND NOT HAVING A SHARE CAPITAL Interpretation
1. (1) In these articles- (a) “the Act” means the Companies Act, 1956. (b) “the seal” means the common seal of the company.
(2) Unless the context otherwise requires, words or expressions contained in these regulations shall bear the same meaning as in the Act or any statutory modification thereof in force at the date at which these regulations become binding on the company. Members 2. The number of members with which the company proposes to be registered is 500, but the Board of directors may, from time to time, whenever the company or the business of the company requires it, register an increase of members. 3. The subscribers to the memorandum and such other persons as the Board shall admit to membership shall be members of the company. General meetings 4. All general meetings other than annual general meetings shall be called extraordinary general meetings.
5. (1) The Board may, whenever it thinks fit, call an extra- ordinary general meeting.
(2) If at any time there are not within India directors capable of acting, who are sufficient in number to form a quorum, any director or any two members of the company may call an extraordinary general meeting in the same manner as nearly as possible, as that in which such a meeting may be called by the Board. 348 Proceedings at general meetings
6. (1) No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business.
(2) Save as herein otherwise provided, five members present in person shall be a quorum.
7. (1) If within half an hour from the time appointed for holding the meeting a quorum is not present, the meeting, if called upon the requisition of members, shall be dissolved.
(2) In any other case, the meeting shall stand adjourned to the same day in the next week, at the same time and place, or to such other day and at such other time and place as the Board may determine.
(3) If at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members present shall be a quorum. 8. The chairman, if any, of the Board shall preside as chairman at every general meeting of the company. 9. If there is no such chairman, or if he is not present within fifteen minutes after the time appointed for holding the meeting, or is unwilling to act as chairman of the meeting, the directors present shall elect one of their number to be chairman of the meeting. 10. If at any meeting no director is willing to act as chairman or if no director is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their number to be chairman of the meeting.
11. (1) The chairman may, with the consent of any meeting at which a quorum is present, and shall if so directed by the meeting; adjourn the meeting from time to time and from place to place.
(2) No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
(3) When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.
(4) Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. 12. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place, or at which the poll is demanded, shall be entitled to a second or casting vote. 13. Any business other than that upon which a poll has been demanded may be proceeded with, pending the taking of the poll. 349 Votes of members 14. Every member shall have one vote. 15. A member of unsound mind, or in respect of whom an order has been made by any Court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee or other legal guardian, and any such committee or guardian may, on a poll, vote by proxy. 16. No member shall be entitled to vote at any general meeting unless all sums presently payable by him to the company have been paid.
17. (1) No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes.
(2) Any such ‘objection made in due time shall be referred to the chairman of the meeting, whose decision shall be final and con- clusive. 18. A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the previous death or in- sanity of the principal or the revocation of the proxy or of the authority under which the proxy was executed: Provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the company at its office before the commencement of the meeting or adjourned meeting at which the proxy is used. Board of directors 19. The number of the directors and the names of the first directors shall be determined in writing by the subscribers of the memorandum or a majority of them.
20. (1) The remuneration of the directors shall, in so far as it consists of a monthly payment, be deemed to accrue from day to day.
(2) The directors may also be paid all travelling, hotel and other expenses properly incurred by them- (a) in attending and returning from meetings of the Board or any committee thereof or general meetings of the company; or (b) in connection with the business of the company. Proceedings of meetings of Board
21. (1) The Board of directors may meet for the despatch of business, adjourn and otherwise regulate its meetings, as it thinks fit.
(2) A director may, and the managing agent, secretaries and treasurers, manager or secretary on the requisition of a director shall, at any time, summon a meeting of the Board. 350
22. (1) Save as otherwise expressly provided in the Act, ques- tions arising at any meeting of the Board shall be decided by a majority of votes.
(2) In case of an equality of votes, the chairman shall have a second or casting vote. 23. The continuing directors may act notwithstanding any vacancy in the Board; but, if and so long as their number is reduced below the quorum fixed by the Act for a meeting of the Board, the continuing directors or director may act for the purpose of increasing the number of directors to that fixed for the quorum, or of summoning a general meeting of the company, but for no other purpose.
24., (1) The Board may elect a chairman of its meetings determine the period for which he is to hold office.
(2) If no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the meeting, the directors present may choose one of their number to be chairman of the meeting.
25. (1) The Board may, subject to the provisions of the Act, delegate any of its powers to committees consisting of such member or members of its body as it thinks fit.
(2) Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on it by the Board.
26. (1) A committee may elect a chairman of its meetings.
(2) If no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the meeting, the members present may choose one of their number to be chairman of the meeting.
27. (1) A committee may meet and adjourn as it thinks proper.
(2) Questions arising at any meeting of a committee shall be deter-mined by a majority of votes of the members present, and in case of an equality of votes, the chairman shall have a second or casting vote. 28. All acts done by any meeting of the Board or of a committee thereof, or by any person acting as a director, shall, notwithstanding that it may be afterwards discovered that there was some defect in the appointment of any one or more of such directors or of any person acting as aforesaid, or that they or any of them were disqualified be as valid as if every such director or such person had been duly appointed and was qualified to be a director. 29. Save as otherwise expressly provided in the Act, a resolution in writing, signed by all the members of the Board or a committee thereof for the time being entitled to receive notice of a meeting of the Board or committee, shall be as valid and effectual as if it had been passed at a meeting of the Board or committee duly convened and held. 351 Manager or Secretary
30. (1) A manager or secretary may be appointed by the Board for such term, at such remuneration and upon such conditions as it may think fit; and any manager or secretary so appointed may be removed by the Board.
(2) A director may be appointed as manager or secretary. 31. A provision of the Act or these regulations requiring or authorising a thing to be done by or to a director and the manager or secretary shall not be satisfied by its being done by or to the same person acting both as director and as, or in place of, the manager or secretary. The seal
32. (1) The Board shall provide for the safe custody of the seal
(2) The seal of the company shall not be affixed to any instrument except by the authority of a resolution of the Board of directors, and except in the presence of at least two directors and of the secretary or such other person as the Board may appoint for the purpose; and those two directors and the secretary or other person an aforesaid shall sign every instrument to which the seal of the company is so affixed in their presence. Names, addresses, Descriptions and Occupations of Subscribers 1. A. B. of…Merchant 2. C. D. of…Merchant 3. E. F. of…Merchant 4. G. H. of…Merchant 5. I. J. of…Merchant 6. K. L. of Merchant 7. M. N. of Merchant Dated the day of……….19 Witness to the above signatures X Y. of TABLE D MEMORANDUM AND ARTICLES OF ASSOCIATION OF A COMPANY LIMITED By GUARANTEE AND HAVING A SHARE CAPITAL Memorandum of Association 1st.-The name of the company is “The Snowy Range Hotel company, Limited”. 2nd.-The registered office of the company will be situate in the State of West Bengal. 3rd.-The objects for which the company is established are “the facilitating of travelling in the Snowy Range, by providing hotels and conveyances by sea and by land for the accommodation of 352 Travellers and the doing of all such other things as are incidental or conducive to the attainment of the above object”. 4th.-The liability of the members is limited. 5th.-Every member of the company undertakes to contribute to the assets of the company in the event of its being wound up while he is a member, or within one year after he ceases to be a member for payment of the debts and liabilities of the company, contracted before he ceases to be a member, and the costs, charges and expenses of winding up the same and for the adjustment of the rights of the contributories among themselves, such amount as may be required, not exceeding fifty rupees. 6th.-The share capital of the company shall consist of five hundred thousand rupees, divided into five thousand shares of one hundred rupees each’. We, the several persons whose names and addresses are subscribed are desirous of being formed into a company, in pursuance of this memorandum of association, and we respectively agree to take the number of shares in the capital of the company set opposite our res- pective names. Number of sharer Names, Addresses, Descriptions and Occupations taken by each of Subscribers .. subscriber 1. A. B. of Merchant…………….200 2. C. D. of Merchant……………. 25 3. E. F. of Merchant……………..30 4. G. H. of Merchant…………….40 5. I. J. of Merchant…………….15 6. K. L. of Merchant……………….5 7. M. N. of Merchant………………10 ———– Total shares taken 325 Dated the day of 19. Witness to the above signatures. X. Y. of ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE AND HAVING A SHARE CAPITAL. 1.The number of members with which the company proposes to be registered is 100, but the directors may from time to time register an increase of members. 353 2. All the articles of Table A in Schedule I annexed to the Companies Act, 1956, shall be deemed to be incorporated with these articles and to apply to the company. Names, Addresses, Descriptions and Occupations of Subscribers 1. A. B. of Merchant. 2. C. D. of Merchant. 3. E. F. of Merchant. 4. G. H. of Merchant. 5. I. J. of Merchant. 6. K. L. of Merchant. 7. M. N. of Merchant. Dated the day of 19 Witness to the above signatures. X. Y. of TABLE E MEMORANDUM AND ARTICLES OF ASSOCIATION OF AN UNLIMITED COMPANY Memorandum of Association 1st.-The name of the company is “The Patent Stereotype Company”. 2nd.-The registered office of the company will be situate in the State of West Bengal. 3rd.-The objects for which the company is established are “the working of a patent method of founding and casting stereotype plates of which method P. Q., of Bombay, is the sole patentee”. We, the several persons whose names are subscribed, are desirous of being formed into a company in pursuance of this memorandum of association, and we respectively agree to take the number of shares in the capital of the company set opposite our respective names. Number of shares Names Addresses, Descriptions and Occupations taken by each of Subscribers subscriber 1. A. B. of…Merchant 3 2. C. D. of…Merchant 2 3. E. F. of…Merchant 1 4. G. H. of…Merchant 2 5. I. J. of…Merchant 2 6. K. L. of…Merchant 1 7. M. N. of…Merchant 1 ———- Total shares taken 12 Dated the day of 19 Witness to the above signatures. X. Y. of 354 ARTICLES OF ASSOCIATION OF AN UNLIMITED COMPANY 1. The number of members with which the company proposes to be registered is 20, but the Board may from time to time register an increase of members. 2. The share capital of the company is twenty thousand rupees, divided into twenty shares of one thousand rupees each. 3. The company may by special resolution- (a) increase the share capital by such sum to be divided into shares of such amount as the resolution may prescribe; (b)consolidate its shares into shares of a larger amount than its existing shares; (c) sub-divide its shares into shares of a smaller amount than its existing shares; (d) cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person; (e) reduce its share capital in any way. 4. All the articles of Table A in Schedule I to the Companies Act, 1956, except articles (36, 37, 38, 39, 44, 45 and 46) shall be deemed to be incorporated with these articles and to apply to the company. Names, Addresses, Descriptions and Occupations of Subscribers. 1. A. B. of Merchant. 2. C. D. of Merchant. 3. E. F. of Merchant. 4. G. H. of Merchant. 5. I. J. of Merchant. 6. K. L. of Merchant. 7. M. N. of Merchant. Dated the day of 19 Witness to the above signatures. X. Y. of TABLE F FORM OF STATEMENT TO BE PUBLISHED By LIMITED BANKING COMPANIES, INSURANCE COMPANIES AND DEPOSIT, PROVIDENT OF BENEFIT SOCIETIES. *The share capital of the company is Rs divided into shares of Rs each. ——————————————————————— *If the company has no capital divided into shares, the portion of the statement relating to capital and shares must be omitted. 355 The number of shares issued is Calls to the amount of Rs per share have been made, under which the sum of Rs has been received. The liabilities of the company on the thirty-first day of December (or thirtieth day of June) were- Debts owing to sundry persons by the company: Under decree, Rs. On mortgages or bonds, Rs. On notes, bills or hundis, Rs. On other contracts, Rs. On estimated liabilities, Rs. The assets of the company on that day were: Government securities [stating them], Rs. Bills of exchange, hundis, and promissory notes, Rs. Cash at the Bankers, Rs. Other securities, Rs. SCHE
[See sections 44 (2) (a) and 56]
SCHEDULE II
[See sections 44 (2) (a) and 56]
MATTERS TO BE SPECIFIED IN PROSPECTUS AND REPORTS TO BE SET OUT THEREIN PART I-Matters to be specified
1. (1) Save as hereinafter provided in clause 27, the main objects of the company, with the names, addresses, descriptions and occupations of the signatories of the memorandum and the number of shares subscribed for by them.
(2) The number and classes of shares, if any, and the nature and extent of the interest of the holders in the property and profits of the company.
(3) The number of redeemable preference shares intended to be issued, with the date of redemption or, where no date is fixed, the period of notice required for redeeming the shares and the proposed method of redemption.
2. (1) The number of shares, if any, fixed by the articles as the qualification of a director.
(2) Any provision in the articles as to the remuneration of the directors whether for their services to the company as directors, managing directors or otherwise.
3. (1)The names, addresses, descriptions and occupations of- (a) the directors or proposed directors; (b) the managing director or proposed managing director, if any; 356 (c) the managing agent or proposed managing agent, if any; (d) secretaries and treasurers or proposed secretaries and ,treasurers, if any; (e) the manager or proposed manager, if any.
(2) Any provision in the articles or in any contract which has been entered into as to the appointment of a managing director, managing agent, secretaries and treasurers or manager, the remuneration payable to him or them, and the compensation, if any, payable to him or them for loss of office. 4.In the case of a company managed by a managing agent or secretaries and treasurers which is a body corporate, the subscribed capital of that body. 5.Where shares are offered to the public for subscription, parti- culars as to- (a) the minimum amount which, in the opinion of the directors or of the signatories of the memorandum arrived at after due inquiry, must be raised by the issue of those shares in order to provide the sums, or, if any part thereof is to be defrayed in any other manner, the balance of the sums, required to be provided in respect of each of the following heads and distinguishing the amount required under each head : – (i) the purchase price of any property purchased or to be purchased which is to be defrayed in whole or in part out of the proceeds of the issue; (ii) any preliminary expenses payable by the company, and any commission so payable to any person in consideration of his agreeing to subscribe for, or of his procuring or agree- ing to procure subscriptions for, any shares in the company; (iii) the repayment of any moneys borrowed by the company in respect of any of the foregoing matters; (iv) working capital; (v) any other expenditure, stating the nature and purpose thereof and the estimated amount in each case; and (b) the amounts to be provided in respect of the matters aforesaid otherwise than out of the proceeds of the issue and the sources out of which those amounts are to be provided. 6. The time of the opening of the subscription lists. 7. The amount payable on application and allotment on each share, and in the case of a second or subsequent offer of shares, the amount offered for subscription on each previous allotment made within the two preceding years, the amount actually allotted, and the amount, It any, paid on the shares so allotted. 357 8.The substance of any contract or arrangement or proposed contract or arrangement, whereby any option or preferential right of any kind has been or is proposed to be given to any person to subscribe for any shares in or debentures of, a company, giving the number, description and amount of any such shares or debentures and including the following particulars of “he option or right: – (a) the period during which the option or right is exercis- able; (b) the price to be paid for shares or debentures subscribed for under the option or right; (c) the consideration, if any, given or to be given for the option or right or for the right thereto; (d) the names, addresses, descriptions and occupations, of, the persons to whom the option or right or the right thereto has been given or is proposed to be given or, if given to existing shareholders or debenture holders as such, the description and numbers of the relevant shares or debentures; (e) any other material fact or circumstances relevant to the grant of the option or right. Explanation. Subscribing for shares or debentures shall, for the purposes of this clause, include acquiring them from a person to whom they have been allotted or agreed to be allotted with a view to his offering them for sale. 9. The number, description and amount of shares and debentures which within the two preceding years have been issued, or agreed to be issued, as fully or partly paid up otherwise than in cash, and in the latter case the extent to which they are so paid up, and in either case the consideration for which those shares or debentures have been issued or agreed to be issued. 10. The amount paid of payable by way of premium, if any, on each share which has been issued within the two years preceding the date of the prospectus, or is to be issued, stating the dates or proposed dates of issue and, where some shares have been or are to be issued at a premium and other shares of the same class at a lower premium, or at par or at a discount, the reasons for the differ- entiation and how any premiums received have been or are to be disposed of. 11. Where any issue of shares or debentures is underwritten, the names of the underwriters, and the opinion of the directors that the resources of the underwriters are sufficient to discharge their obligations.
12, (1) As respects any property to which this clause applies- (a) the names, addresses, descriptions and occupations of the vendors; (b) the amount paid or payable in cash, shares or debentures to the vendor and, where there is more than one separate vendor, or the company is a sub-purchaser, the amount so paid or pay- 358 able to each vendor, specifying separately the amount, if any, paid or payable for goodwill; (c) the nature of the title or interest in such property acquired or to be acquired by the company; (d) short particulars of every transaction relating to the property completed within the two preceding years, in which any vendor of the property to the company or any person who is, or was at the time of the transaction, a promoter or a director or proposed director of the company had any interest, direct or indirect, specifying the date of the transaction and the name of such promoter, director or proposed director and stating the amount payable by or to such vendor, promoter, director or proposed director in respect of the transaction.
(2) The property to which sub-clause (1) applies is property purchased or acquired by the company or proposed so to be purchased or acquired, which is to be paid for wholly or partly out of the proceeds of the issue offered for subscription by the prospectus or the purchase or acquisition of which has not been completed at the date of the issue of the prospectus, other than property- (a) the contract for the purchase or acquisition whereof was entered into in the ordinary course of the company’s business the contract not being made in contemplation of the issue nor the Issue in consequence of the contract; or (b) as respects which the amount of the purchase money is not material.
(3) For the purposes of this clause, where any of the vendors is a firm, the members of the firm shall not be treated as separate vendors. 13. The amount, if any, or the nature and extent of any consi- deration, paid within the two preceding years, or payable as com- mission to any person (including commission so paid or payable to any sub-underwriter, who is promoter or officer of the company) for subscribing or agreeing to subscribe, or procuring or agreeing to procure subscriptions for any shares in, or debentures of the company; and giving also the following particulars, namely:- (a)the name, address, description and occupation of each such person; (b) particulars of the amounts which each has underwritten or sub-underwritten as aforesaid; (c) the rate of the commission payable to each for such underwriting or sub-underwriting; (d) any other material term or condition of the underwriting or sub-underwriting contract with each such person; and (e) when any such person is a company or a firm, the nature of any interest, direct or indirect, in such company or firm of any promoter or officer of the company in respect of which the prospectus is issued. 357
14. (1) Save as hereinafter provided in clause 27, amount or estimated amount of preliminary expenses and the persons by whom any of those expenses have been paid or are payable.
(2) Save as aforesaid, the amount or estimated amount of the expenses of the issue and the persons by whom any of those expenses have been paid or are payable. 15. Any amount or benefit paid or given within the two preceding years or intended to be paid or given to any promoter or officer, and the consideration for the payment or the giving of the benefit.
16. (1) The dates of, parties to, and general nature of- (a) every contract appointing or fixing the remuneration of a managing director, managing agent, secretaries and treasurers or manager whenever entered into, that is to say, whether within, or more than, two years before the date of the prospectus; (b) every other material contract, not being a contract entered into in the ordinary course of the business carried on or intended to be carried on by the company or a contract entered into more than two years before the date of the prospectus.
(2)A reasonable time and place at which any such contract or a copy thereof may be inspected. 17.The names and addresses of the auditors, if any, of the company.
18. (1) Full particulars of the nature and extent of the interest, if any, of every director or promoter- (a) in the promotion of the company; or (b) in any property acquired by the company within two years of the date of the prospectus or proposed to be acquired by it.
(2) Where the interest of such a director or promoter consists in being a member of a firm or company, the nature and extent of the interest of the firm or company, with a statement of all sums paid or agreed to be paid to him or to the firm or company in cash or shares or otherwise by any person either to induce him to become, or to qualify him as, a director, or otherwise for services rendered by him or by the firm or company in connection with the promotion or formation of the company. 19. If the share capital of the company is divided into different classes of shares, the right of voting at meetings of the company conferred by, and the rights in respect of capital and dividends attached to, the several classes of shares respectively. 20. Where the articles of the company impose any restrictions upon the members of the company in respect of the right to attend, speak or vote at meetings of the company or of the right to transfer shares, or upon the directors of the company in respect of their powers of management, the nature and extent of those restrictions. 360
21. (1) In the case of a company which has been carrying on business, the length of time during which the business of the company has been carried on.
(2) If the company proposes to acquire a business which has been carried on for less than three years, the length of time during which the business has been carried on.
22. (1) If any reserves or profits of the company or any of its subsidiaries have been capitalised, particulars of the capitalisation.
(2) Particulars of the surplus arising from any revaluation of the assets of the company or any of its subsidiaries during the two years preceding the date of the prospectus and the manner in which such surplus has been dealt with. 23.A reasonable time and place at which copies of all balance sheets and profit and loss accounts, if any, on which the report of the auditors under Part II of this Schedule is based, may be inspected. PART II.-Reports to be set out
24. (1) A report by the auditors of the company with respect to- (a) profits and losses and assets and liabilities, in
accordance with sub-clause (2) or (3) of this clause, as the case may require; and (b) the rates of the dividends, if any, paid by the company in respect of each class of shares in the company for each of the five financial years immediately preceding the issue of the prospectus, giving particulars of each class of shares on which such. dividends have been paid and particulars of the cases in which no dividends have been paid in respect of any class ‘of shares for any of those years; and, if no accounts have been made up in respect of any part of the period of five years ending on a date three months before the issue of the prospectus, containing a statement of that fact.
(2) If the company has no subsidiaries, the report shall- (a) so far as regards profits and losses, deal with the profits or losses of the company (distinguishing items of a nonrecurring nature) for each of the five financial years immediately preceding the issue of the prospectus; and (b) so far as regards. assets and liabilities, deal with the assets and liabilities of the company at the last date to which the accounts of the company were made up.
(3) If the company has subsidiaries, the report shall- (a) so far as regards profits and losses, deal separately with the company’s profits or losses as provided by sub- clause
(2) and in addition, deal either- (i) as a whole with the combined profits or losses of its subsidiaries, so far as they concern members of the company; or 361 (ii) individually with the profits or losses of each subsidiary, so far as they concern members of the company; or, instead of dealing separately with the company’s profits or losses, deal-as a whole with the profits or losses of the company, and, so far as they concern members of the company, with the combined profits or losses of its subsidiaries; and (b) so far as regards assets and liabilities, deal separately with the company’s assets and liabilities as
provided by subclause (2) and in addition, deal either- (i) as a whole with the combined assets and liabilities of its subsidiaries, with or without the company’s assets and liabilities; or (ii) individually with the assets and liabilities of each subsidiary; – and shall indicate as respects the assets and liabilities of the subsidiaries, the allowance to be made for persons other than members of the company. 25. If the proceeds, or any part of the proceeds, of the issue of the shares or debentures- are or is to be applied directly or indirectly- (i) in the purchase of any business; or (ii) in the purchase of an interest in any business and by reason of that purchase or, anything to be done in consequence thereof, or in connection therewith, the company will become entitled to an interest, as respects either the capital or profits and losses or both, in such business exceeding fifty per cent. thereof; a report made by accountants (who shall be named in the prospectus) upon- (a) the profits or losses of the business for each of the five financial years immediately preceding the issue of the prospectus; and (b) the assets and liabilities of the business at the last date to which the accounts of the business were made up; being a date not more than one hundred and twenty days before the date of the issue of the prospectus.
26 (1) If- (a) the proceeds, or any part of the proceeds, of the issue of the shares or debentures are or is to be applied directly or indirectly in any manner resulting in the acquisition by the company of shares in any other body corporate; and 362 (b) by reason of that acquisition or anything to be done in consequence thereof or in connection therewith, that body corporate will become a subsidiary of the company; a report made by accountants (who shall be named in the prospectus) upon- (i) the profits or losses of the, other body corporate for each of the five financial years immediately preceding the issue of the prospectus; and (ii) the assets and liabilities of the other body corporate at the last date to which its accounts were made up.
(2) The said report shall- (a) indicate how the profits or losses of the other body corporate dealt with by the report would, in respect of the shares to be acquired-, have concerned members of the company and what allowance would have fallen to be made, in relation to assets and liabilities so dealt with, for holders of other shares, if the company had at all material times held the shares to be acquired; and (b) where the other body corporate has subsidiaries, deal with the profits or losses and the assets and liabilities of the body corporate and its subsidiaries in the manner
provided by sub-clause (3) of clause 24 of this Schedule in relation to the company and its subsidiaries. PART III.-Provisions applying to Parts I and II of Schedule 27.Clause-1 (so far as it relates to particulars of the signatories of the memorandum and the shares subscribed for by them) and clause 14 (so far as it relates to preliminary expenses) of this Schedule shall not apply in the case of a prospectus issued more than two years after the date at which the company is entitled to commence business. 28. Every person shall, for the purposes of this Schedule, be deemed to be a vendor who has entered into any contract, absolute or conditional, for the sale or purchase, or for any option of purchase, of any property to be acquired by the company, in any case where- (a) the purchase money is not fully paid at the date of the issue of the prospectus; (b) the purchase money is to be paid or satisfied, wholly or in part, out of the proceeds of the issue offered for subscription by the prospectus; (c) the contract depends for its validity or fulfilment on the result of that issue. 363 29. Where any property to be acquired by the company is to be taken on lease, this Schedule shall have effect as if the expression “vendor” included the lessor, the expression “purchase money” included the consideration for the lease, and the expression “sub-purchaser” included a sub-lessee. 30. If in the case of a company which has been carrying on busi- ness, or of a business which has been carried on for less than five financial years, the accounts of the company or business have only been made up in respect of four such years, three such years, two such years or one such year, Part II of this Schedule shall have effect as if references to. four financial years, three financial years, two financial years or one financial year, as the case may be, were substituted for references to five financial years. 31. Where the five financial years immediately preceding the issue of the prospectus which are referred to in Part II of this Schedule or in this Part cover a period of less than five years, references to the said five financial years in either Part shall have effect as if references to a number of financial years the aggregate period covered by which is not less than five years immediately preceding the issue of the prospectus were substituted for references to the five financial years aforesaid. 32. Any report required by Part II of this Schedule shall either- (a) indicate by way of note any adjustments as respects the figures of any profits or losses or assets and liabilities dealt with by the report which appear to the persons making the report necessary; or (b) make those adjustments and indicate that adjustments have been made. 33. Any report by accountants required by Part II of Us Schedule- (a) shall be made by accountants qualified under this Act for appointment as auditors of a company; and (b) shall not be made by any accountant who is an officer or servant, or a partner or in the employment of an officer or servant, of the company or of the company’s subsidiary or holding company or of a subsidiary of the company’s holding company. For the purposes of this clause, the expression “officer” shall in- clude a proposed director but not an auditor. 364 SCHE (See section 70) SCHEDULE III (See section 70) FORM OF STATEMENT IN LIEU OF PROSPECTUS TO BE DELIVERED To REGISTRAR BY A COMPANY WHICH DOES NOT ISSUE A PROSPECTUS OR WHICH DOES NOT GO To ALLOTMENT ON A PROSPECTUS ISSUED, AND REPORTS TO BE SET OUT THEREIN. PART I.-Form of Statement and Particulars to be contained therein The Companies Act, 1956. Statement in lieu of Prospectus delivered for registration by
[Insert the name of the company.]
Pursuant to section 70 of the Companies Act, 1956. Delivered for registration by The nominal share capital of the Rs. company Divided into Shares of Rs. each Amount (if any) of above capital-shares of Rs…………. each which consists of redeemable preference shares. The earliest date on which the company has power to redeem these shares. Names, addresses, descriptions and occupations of- (a)directors or proposed directors; (b)managing director or proposed managing director; (c) managing agent or proposed managing agent; (d) secretaries. and treasurers or proposed secretaries and trea- surers; (e) manager or proposed manager. Any provision in the articles of the company, or in any contract irrespective of the time when it was entered into, as to the appointment of and remuneration payable to the persons referred to in (a), (b), (c), (d) and (e) above. If the share capital of the company is divided into different classes of shares, the right of voting at meetings of the company conferred by, and the rights in respect of capital and dividends attached to, the several classes of shares respectively. 365 Number and amount of shares and debentures agreed to be issued is fully or partly paid up otherwise than in cash. The consideration for the intended issue of those shares and debentures. Number, description and amount of any shares or debentures which any person has or is entitled to be given an option to subscribe for, or to acquire from, a person to whom they have been allotted or agreed to be allotted with a view to his offering them for sale. Period during which the option is exercisable. Price to be paid for shares or debentures subscribed for or acquired under the option. Consideration for the option or the right to option. Persons to whom the option or the right to option was given or, if given to existing shareholders or debenture holders as such, the relevant shares or debentures. Names, occupations and addresses of vendors of property purchased or acquired, or proposed to be purchased or acquired by the company except ,where the contract for its purchase or acquisition was entered into in the ordinary course of the business intended to be carried on by the company or the amount of the purchase money is not material. Amount (in cash, shares or deben- tures) payable to each separate vendor. Amount (if any) para or payable (in cash, shares or debentures) for each such property, specifying amount (if any) paid or payable for goodwill. Short particulars of every transaction relating to each such property which was completed within the two preceding years and in which any vendor to the company or any person who is, or was at the time thereof, a promoter, director or proposed director of the company had any interest, direct or indirect. 365 1. Shares of Rs,fully paid. 2. Shares upon which Rs. per share credited as paid. 3……… debentures. Rs……. 4. Consideration 1. shares of Rs.. . and debentures of Rs….. 2. Until
4. Consideration 5. Names and addresses- Total purchase price Rs… . Cash Rs… .. Shares Rs….. Debentures Rs… Goodwill Rs… 366 Amount (if any) paid or payable as commission for subscribing or agreeing to subscribe or procuring or agreeing to procure subscriptions for any shares or debentures in the company ; or Rate of the commission The number of shares, if any, which persons have agreed to subscribe for a commission. If it is proposed to acquire any business, the amount, as certified by the persons by whom the accounts of the business have been audited, of the net profits of the business in respect of each of the five years immediately preceding the date of this statement, provided that in the case of a business which has been carried on for less than five years and the accounts of which have only been made up in respect of four years, three years, two years or one year, the above requirements shall have effect as if references to four years, three years, two years or one year, as the case may be, were substituted for references to five years, and in any such case the statement shall say how long the business to be acquired has been carried on. Where the financial year with respect to which the accounts of the business have been made up is greater or less than a year, references to five years, four years, three years, two years, and one year in this paragraph shall have effect as if references to such number of financial years as in the aggregate, cover a period of not less than five years, four years, three years, two years or’ one year, as the case may be, were substituted for references to three years, two years and one year respectively. Estimated amount of preliminary ex- penses. By whom those expenses have been paid or are payable. Amount paid or intended to be paid to any promoter. 366 Amount paid……………….. Amount paid payable……….. Rate per cent…………….. Rs………………………. Name of promoter. Amount Rs……………….. Amount Rs.. . 367 Consideration for the payment Any other benefit given or intended to be given to any promoter. Consideration for the benefit. Dates of, parties to, and general nature of- (a) contract appointing or fixing the remuneration of directors, managing director, managing agent, secretaries and treasurers, or manager; and (b) every other material contract (other than (i) contracts entered into in the ordinary course of the business intended to be parried on by the company or (ii) entered into more than two years before the delivery of this statement.) Time and place at which (i) the
contracts or copies thereof or (2) (i) in the case of a contract not reduced into writing, a memorandum giving full particulars thereof, and (ii) in the case of a contract wholly or partly in a language other than English, a copy of a translation thereof in English or embodying a translation in English of the parts in the other language, as the case may be, being a translation certified in the pres- cribed manner to be a correct translation, may be inspected. Names and addresses of the auditors of the company (if any) Full particulars of the nature and extent of the interest of every director, managing director, managing agent, secretaries and treasurers or manager in the promotion of or in the property proposed to be acquired by the company, or where the interest of such a director consists in being a partner in a firm, the nature and extent of the interest of the firm, with a statement of all sums paid or agreed to be paid to him or to the firm in cash or shares, or otherwise, by any person either to induce him to become, or to qualify him as, a director, or otherwise for services 367 Consideration: Name of promoter: Nature and value of benefit Consideration: 368 rendered by him or by the firm in connection with the promotion or formation of the company. ———————————- (Signatures of the persons above- named as directors or proposed directors, or of their agents authorised in writing.) Date. PART II.-REPORTS TO BE SET OUT 1. Where it is proposed to acquire a business, a report made by accountants (who shall be named in the statement) upon- (a) the profits or losses of the business in respect of each of the five financial years immediately preceding the delivery of the statement to the Registrar; and (b) the assets’ and liabilities of the business as at the last date to which the accounts of the business were made up.
2.(1) Where it is proposed to acquire shares in a body corporate which by reason of the acquisition or anything to be done in conse- quence thereof or in connection therewith will become a subsidiary of the company, a report made by accountants (who shall be named in the statement) with respect to the profits and losses and assets and liabilities of the other body corporate in accordance with subclause
(2) or (3) of this clause, as the case may require, indicating how the profits or losses of the other body corporate dealt with by the report would, in respect of the shares to be acquired, have concerned members of the company, and what allowance would have fallen to be made, in relation to assets and liabilities so dealt with, for holders of other shares, if the company had at all material times held the shares to be acquired.
(2) If the other body corporate has no subsidiaries, the report
referred to in sub-clause (1) shall- (a) so far as regards profits and losses, deal with the profits or losses of the body corporate in respect of each of the five financial years immediately preceding the delivery of the statement to the Registrar; and (b) so far as regards assets and liabilities, deal with the assets and liabilities of the body corporate as at the last date to which the accounts of the body corporate were made up.
(3) If the other body corporate has subsidiaries, the report
referred to in sub-clause (1) shall- (a) so far as regards profits and losses, deal separately with the other body corporate’s profits or losses as provided
by subclause (2), and in addition deal either- (i) as a whole with the combined profits or losses of its subsidiaries so far as they concern members of the other body corporate; or 369 (ii) individually with the profits or losses of each subsi- diary, so far as they concern members of the other body corporate; or, instead of dealing separately with the other body corporate’s profits or losses, deal as a whole with the profits or losses of the other body corporate and, so far as they concern members of the other body corporate, with the combined profits or losses of its subsidiaries; and (b) so far as regards assets and liabilities, deal separately with the other body corporate’s assets and liabilities as provided by
sub-clause (2) and, in addition, deal either- (i) as a whole with the combined assets and liabilities of its subsidiaries, with or without the other body corporate’s assets and liabilities; or (ii) individually with the assets and liabilities of each subsidiary; and shall indicate, as respects the assets and liabilities of the subsidiaries the allowance to be made for persons other than members of the company. PART III.-PROVISIONS APPLYING TO PARTS I AND II OF THIS SCHEDULE
3.(1) In this Schedule, the expression “vendor” includes a vendor as defined in Part III of Schedule II.
(2) Clause 31 of Schedule II shall apply to the interpretation of Part II of this Schedule as it applies to the interpretation of Part II of Schedule II. 4. If in the case of a business which has been carried on, or of a body corporate which has been carrying on business, for less than five financial years, the accounts of the business-or body corporate have only been made up in respect of four such years, three such years, two such years or one such- year, Part II of this Schedule shall have effect as if references to four financial years, three financial years, two financial years or one financial year, as the case may be, were substituted for references to five financial years. 5.Any report required by Part II of this Schedule shall either- (a) indicate by way of note any adjustments as respects the figures of any profits or losses or assets and liabilities dealt with by the report which appear to the person making the report necessary; or (b) make those adjustments and indicate that adjustments have been made. 6.Any report by accountants required by Part II of this Schedule- (a)shall be made by accountants qualified under this Act for appointment as auditors of a company; and (b) shall not be made by any accountant who is an officer or servant, or a partner or in the employment of an officer or servant, of the company or of the company’s subsidiary or holding company or of a subsidiary of the company’s holding company. For the purposes of this clause, the expression “officer” shall include a proposed director but not in auditor. 370 SCHE
[See section 44 (2) (b)].
SCHEDULE IV
[See section 44(2)(b)]
FORM OF STATEMENT IN LIEU OF PROSPECTUS TO BE DELIVERED To REGISTRAR BY A PRIVATE COMPANY ON BECOMING A PUBLIC COMPANY AND REPORTS TO BE SET OUT THEREIN. PART I. FORM OF STATEMENT AND PARTICULARS TO BE CONTAINED THEREIN THE COMPANIES ACT, 1956 Statement in lieu of Prospectus delivered for registration by [Insert the name of the company.)
Pursuant to clause (b) of sub-section (2) of section 44 of the Companies Act, 1956. Delivered for registration by The nominal share capital of the company Divided into Amount (if any) of above capital which consists of redeemable preference shares. The earliest date on which the Company has power to redeem these shares. Names, addresses, descriptions and occupations of- (a) directors or proposed directors; (b)managing director or proposed managing director; (c) managing agent or proposed managing agent; (d) secretaries and treasurers or proposed secretaries and treasurers; (e) manager or proposed manager. Any provision in the articles of the company, or in any contract irrespective of the time when it was entered into, as to the appointment of and remuneration payable to the persons referred to in (a),- (b), (c), (d) and (e) above Amount of shares issued Amount of commission paid or payable in connection therewith. Amount of discount, if any, allowed on the issue of any shares, or so much thereof as has not been written off at the date of the statement. 370 Rs………………… ….shares of Rs…..each …. ” ” ….. ” …. ” ” ….. ” ….shares of Rs…..each ….shares 371 Unless more than two years have elapsed since the date on which the company was entitled to commence business :- Amount of preliminary expenses. By whom those expenses have been paid or are payable. Amount paid or intended to be paid to any promoter. Consideration for the payment. Any other benefit given or intended to be given to any promoter. Consideration for the benefit. If the share capital of the company is divided into different classes of shares, the right of voting at meetings of the company conferred by, and the rights in respect of capital and dividends attached to, the several classes of shares respectively. Number and amount of shares and de- bentures issued within the two years preceding the date of this statement as fully or partly paid up otherwise than for cash or agreed to be so issued at the date of this statement. Consideration for the issue of those shares or debentures. Number, description and amount of any shares or debentures which any person has or is entitled to be given an option to subscribe for, or to acquire from. a person to whom they have been allotted or agreed to be allotted with a view to his offering them for sale. Period during which the option is exer- cisable. Price to be paid for shares or debentures subscribed for or acquired under the option. Consideration for the option or right to option. Persons to whom the option or the right to option was given or, if given to existing shareholders or debenture holders as such, the relevant shares or debentures. Names, addresses, descriptions and occupations of vendors of property
(1) purchased or——————- 371 Rs….. Name of promoter: Amount Rs…….. Consideration : Name of promoter: Nature and value of benefit: Consideration : 1…. shares of Rs… fully paid. 2… shares upon which Rs…. per share credited as paid. 3.. debentures for Rs.. each. 4… Consideration : 1…shares of Rs….. and debentures of Rs ….. 2. Until
4.Consideration 5.Names and addresses 372 acquired by the company within the two years preceding the date of
this statement or (2) agreed or proposed to be purchased or acquired by the company, except where the contract for its purchase or acquisition was entered into in the ordinary course of business and there is no connection between the transaction and the company ceasing to be a private company or where the amount of the purchase money is not material. Amount (in gash, shares or debentures) paid or payable to each separate vendor. Amount paid or payable in cash, shares or debentures for each such property, specifying the amount paid or payable for goodwill. Short particulars of every transaction relating to each such property which was completed within the two preceding years and in which any vendor to the company or any person who is, or was at the time thereof, a promoter, director or proposed director of the company had any interest direct or indirect. Amount (if any) paid or payable as commission for subscribing or agreeing to subscribe or procuring or agreeing to procure subscriptions for any shares or debentures in the company ; or rate of the commission. The number of shares, if any, which persons have agreed to subscribe for a commission. If it is proposed to acquire any business, the amount, as certified by the persons by whom the accounts of the business have been audited, of the net profits of the business in respect of each of the five years’ immediately preceding the date of this statement, provided that in the case of a business which has been carried on for less than five years,and the accounts of which have only been made up in respect of four years, three years., two years or one year, the above requirements shall have effect as if references to four years, three years, two years or one year, as the case Total purchase price Rs………… Cash Rs…………. Shares Rs,………… Debentures Rs…………. Goodwill Rs…………. ————– Amount paid…… Amount payable Rate per cent ……. 373 may be, were substituted for refer- ences to five years, and in any such case, the statement shall say low long the business to be acquired has been carried on. Where the financial year with respect to which the accounts of the business have been made up is greater or less than a year, references to five years, four years, three years, two years and one year- in this paragraph shall have effect as if references to such number of financial years as, in the aggregate, cover a period of not less than five years, four years, three years, two years or one year, as the case may be, were substituted for references to three years, two years and one year respectively. Dates of, parties to, and general nature of- (a) contract appointing or fixing the remuneration of directors, managing director, managing agent, secretaries and treasurers or manager; and (b) every other material contract [other than (i) contracts entered into in the ordinary course of the business intended to be carried on by the company or (is) entered into more than two years before the delivery of this statement.]
Time and place at which (1) the
contracts or copies thereof; or (2) (i) in the case of a contract not reduced into writing, a memorandum giving full particulars thereof, and (it) in the case of a contract wholly or partly in a language other than English, a copy of translation thereof in English or embodying a translation in English of the parts in the other language, as the case may be, being a translation certified in the prescribed manner to be a correct translation, may be inspected. Names and addresses of the auditors of the company. 374 Full particulars of the nature and extent of the interest of every director, managing director, managing agent, secretaries and treasurers or manager, in any property purchased or acquired by the company within the two years preceding the date of this statement or proposed to be purchased or acquired by the company or, where the interest of such a director consists in being a partner in a firm, the nature and extent of the interest of the firm, with a statement of all sums paid or agreed to be paid to him or to the firm in cash or shares, or otherwise, by any person either to induce him to become or to qualify him as, a director, or otherwise for services rendered or to be rendered to the company by him or by the firm. Rates of the dividends (if any) paid by the company in respect of each class of shares in the company in each of the five financial years immediately preceding the date of this statement or since the incorporation of the company, whichever period is shorter. Particulars of the cases in which no dividends have been paid in respect of any class of shares in any of these years. ———————————- (Signatures of the persons above- named as directors or proposed directors or of their agents authorised in writing.) Date. PART II.-REPORTS TO BE SET OUT 1.If unissued shares or debentures of the company are to be applied in the purchase of a business, a report made by accountants (who shall be named in the statement) upon- (a) the profits or losses of the business in respect of each of the five financial years immediately preceding the delivery of the statement to the Registrar; and (b) the assets and liabilities of the business as at the last date to which the accounts of the business were made up.
2. (1) If unissued shares or debentures of the company are to be applied directly or indirectly in any manner resulting in the acquisition of shares in a body corporate which by reason of the acquisition 375 or anything to be done in consequence thereof or in connection therewith will become a subsidiary of the company, a report made by accountants (who shall be named in the statement) with respect to the profits and losses and assets and liabilities of the other body
corporate in accordance with sub-clause (2) and (3) of this clause, as the case may require, indicating how the profits or losses of the other body corporate dealt with by the report would, in respect of the shares to be acquired, have concerned members of the company and what allowance would have fallen to be made, in relation to assets and liabilities so dealt with, for holders of other shares, if the company had at all material times held the shares to be acquired.
(2) If the other body corporate has no subsidiaries, the report
referred to in sub-clause (1) shall- (a) so far as regards profits and losses, deal with the profits or losses of the body corporate in respect of each or the five financial years immediately preceding the delivery of the statement to the Registrar; and (b) so far as regards assets and liabilities, deal with the assets and liabilities of the body corporate as at the last date to which the accounts of the body corporate were made up.
(3) If the other body corporate has subsidiaries, the report
referred to in sub-clause (1) shall- (a) so far as regards profits and losses. deal separately with the other body corporate’s profits or losses as provided
by sub. clause (2), and in addition deal either- (i) as a whole with the combined profits or losses of its subsidiaries, so far as they concern members of the other body corporate; or (ii) individually with the profits or losses of each subsi- diary, so far as they concern members of the other body corporate; or, instead of dealing separately with the other body corporate’s profits or losses, deal as a whole with the profits or losses of the other body corporate and, so far as they concern members of the other body corporate, with the combined profits or losses of its subsidiaries; and (b) so far as regards assets and liabilities, deal separately with the other body corporate’s assets and
liabilities as provided by sub-clause (2) and in addition, deal either- (i) as a whole with the combined assets and liabilities of its subsidiaries, with or without the other body corporate’s assets and liabilities; or (ii) individually with the assets and liabilities of each subsidiary; and shall indicate, as respects the assets and liabilities of the subsidiaries, the allowance to be made for persons other than members of the company. 376 PART III.-PROVISIONS APPLYING TO PARTS I AND II OF THIS SCHEDULE
3. (1) In this Schedule, the expression “vendor” includes a vendor as defined in Part III of Schedule IL
(2) Clause 31 of Schedule II shall apply to the interpretation of Parts I and II of this Schedule as it applies to the interpretation of Part II of Schedule II. 4.If in the case of a business which has been carried on, or of a body corporate which has been carrying on business, for less than five financial years, the accounts of the ‘business or body corporate have only been made up in respect of four such years, three such years, two such years or one such year, Parts I and II of this Schedule shall have effect as if references to four financial years, three financial years, two financial years or one financial year, as the case may be, were substituted for references to five financial years. 5. Any report required by Part II of this Schedule shall either- (a) indicate by way of note any adjustments as respects the figures of any profits or losses or assets and liabilities dealt with by the report which appear to the persons making the report necessary; or (b) make those adjustments and indicate that adjustments have been made. 6. Any report by accountants required by Part II of this Sche- dule shall- (a) be made by accountants qualified under this Act for appointment as auditors of a company; and (b) shall not be made by any accountant who is an officer or servant or a partner or in the employment of an officer or servant, of the company, or of the company’s subsidiary or holding company or of a subsidiary of the company’s holding company. For the purposes of this clause, the expression “officer” shall include a proposed director but not an auditor. SCHE (See section 159). SCHEDULE V (See section 159) CONTENTS AND FORM OF ANNUAL RETURN OF A COMPANY HAVING A SHARE CAPITAL PART I.-Contents 1. The address of the registered office of the company. 2. If any part of the register of members or debenture holders of a company is, under the Provisions of this Act, kept in any State or 377 country outside India, the name of that State or country and the address of the place where such part of the register is kept. 3. A summary, distinguishing wherever possible between shares issued for cash, bonus shares, and shares other than bonus shares issued as fully or partly paid up otherwise than in cash, and specifying in respect of each class of shares the following particulars:- (a) the amount of the nominal share capital of the company and the number of shares into which it is divided; (b) the number of shares taken, from the commencement of the company up to the date of the company’s last annual general meeting; (c) the amount called up on each share up to the date aforesaid; (d) the total amount of calls received up to that date; (e) the total amount of calls unpaid on that date; (f) the total amount of the sums (if any) paid by way of commission in respect of any shares or debentures up to that date; (g) the discount allowed on the issue of any shares issued at a discount or so much of that discount as has not been written off at the date, aforesaid; (h) the total amount of the sums (if any) allowed by way of discount in respect of any debentures since the date of the annual general meeting with reference to which the last return was submitted; (i) the total number of shares forfeited up to the date re- ferred to in sub-clause (b); (j) the total amount of shares for which share warrants are outstanding at the date referred to in sub-clause (b) and of share warrants issued and surrendered respectively since the date referred to in sub-clause (h) and the number of shares comprised in each warrant. 4.Particulars of the total amount of the indebtedness of the company on the date referred to in sub-clause (b) of clause 3 in respect of all charges (including mortgages) which are required to be registered with the Registrar under this Act, or which would have been required so to, be registered, if created on or after the 1st day of April, 1914. 378 5. A list- (a) containing the names, addresses, descriptions and occupations, if any, of all persons who, on the day of the company’s last annual general meeting, are members of the company, and of persons who had ceased to be members on or before that day and since the date referred to in sub-clause (h) of clause 3 or, in the case of the first return, since the incorporation of the company; (b) stating the number of shares held by each of the exist- Ing members at the date referred in sub-clause (b) of clause 3, specifying shares transferred since the date referred to in subclause (h) of clause 3 (or, in the case of the first return, since the incorporation of the company) by persons who are still members and by persons who have ceased to be members respectively, and the dates of registration of the transfers; (c) if the names aforesaid are not arranged in alphabetical order, having annexed thereto an index sufficient to enable the name of any person therein to be easily found. 6. All such particulars, with respect to the persons who at the date of the company’s last annual general meeting are the directors of the company and with respect to any person who at that date is the managing agent, secretaries and treasurers, the manager or the secretary of the company, as are by this Act required to be contained with respect to directors, the managing agent, secretaries and treasurers, the manager and the secretary respectively in the register of the directors, managing agents, secretaries and treasurers., managers and secretaries of a company together with all such particulars with respect to those who had ceased to hold such office (that is, the office of Director, Managing Agent, Secretaries and Treasurers, manager or Secretary) on or before the date of the last annual general meeting and since the date referred to in sub-clause (h) of clause 3 or in the case of the first return, since the incorporation of the company. PART II.-Form ANNUAL RETURN of Limited —————- Private Limited made up to the day of 19 being the date of the last annual general meeting of the company. 1. Address. (Address of the registered office of the company.) ——————————————————————— 2.Situation of Foreign Registers of Members and Debenture holders. (a) Name of every State or- country outside India in which foreign register is kept. (b) Address of place in each such State or country in which a foreign register is kept. 3. Summary of Share Capital and Debentures. (a) Nominal Share Capital. Nominal share capital-Rs divided into : (Insert number and class) shares of….each 1. Ins. by notification No. G.S.R.279, dated 17-4-1958, vide Gazette of India, Part II, section 3(i), page-206. 379 (b) Issued Share Capital and Debentures. Number Class Number of shares of each class taken up to … …. shares the date of the last annual general meet- …. …..shares ing (which number must agree with the …. …..shares total shown in the list as held by mem- …. …..shares bers on that date). …. …..shares Number of shares of each class issued sub- …. …..shares ject to payment wholly in cash. …. …..shares …. …..shares …. …..shares Number of shares of each class issued as …. …..shares fully paid up for a consideration other …. …..shares than cash. …. …..shares …. …..shares Number of shares of each class issued as …. …..shares partly paid up for a consideration other issued as paid up than cash and extent to which each to the extent of such share is so paid up. Rs… per share ….. …..shares issued as paid up to the extent of Rs… per share …. …….shares issued as paid up to the extent of Rs…..per share …. …….shares issued as paid up to the extent of Rs….per share Number of shares (if any) of each class …. ……shares issued at a discount. …. ……shares …. ……shares …. ……shares Amount of discount on the issue of shares Rs which has not been written off at the date of last annual general meeting. Amount called Rs..per share on …. …..shares upon number….Rs..per share on …. …..shares of shares of…Rs..per share on …. …..shares each class…..Rs..per share on …. …..shares Total amount of calls received, including payments on application and allotment and any sums received on shares forfeited. Rs…………. 380 Number Class Total amount (if any) agreed to be con- sidered as paid on.. shares number of shares of. Rs…on shares each class issued as shares fully paid up for a shares consideration other than cash. Total amount (if any) ag- reed to be considered as paid on number of….. shares shares of each class….. Rs…on shares issued as partly paid shares up for a considera- shares tion other than cash. Total amount of calls unpaid Rs…… Total amount of the sums (if any) Rs…… paid by way of commission in respect of any shares or debentures. Total amount of the sums (if any) Rs…… allowed by way of discount in respect of any debentures since the date of the annual general meeting with reference to which the last annual return was submitted. Total number of shares of each class shares forfeited. shares shares shares Total amount paid (if any) on shares Rs…… forfeited. Total amount of shares for which share Rs…… warrants to bearer are outstanding. Total amount of share warrants to bearer Issued Rs issued and surrendered respectively Surrendered Rs since the date of the annual general, meeting with reference to which the last annual return was submitted. Number of shares comprised in each share warrant to bearer, specifying in the case of warrants of different kinds, particulars of each kind. ——————————————————————— 4. Particulars of Indebtedness, Total amount of indebtedness of the company Rs in respect of all charges (including mortgages) which are required to be registered with the Registrar under the Companies 381 Act, 1956 or which would have been required so to be registered if created on or after the 1st April, 1914 5. List of Past and Present Members. List of persons holding shares or, stock in the company on the day of the annual general meeting, namely, the day of 19 and of persons who have held shares or stock therein at any time since the day of 19 when the previous annual meeting was held, or in the case of the first return, at any time since the incorporation of the company. ———————————————————————- Account of Shares ——————————————————————— Particulars of shares transferred Folio in Names, Number since the date of the previous register addresses, of shares annual general meeting or, ledger descriptions held by in the case of the first return, containing and members since the incorporation particulars occupations, atdateof of the company, by (a) persons Remarks if any annual who are still members and (b) general persons who have ceased to meeting be members ——————————————————————— Number Date of registration of transfer ——————————————————————— (a) (b) ——————————————————————— *The aggregate number of shares held by each member must be stated, and the aggregates must he added up so as to agree with the number of shares stated in the summary of share capital and debentures to have been taken up. When the shares are of different classes these columns should be sub-divided so that the number of each class held, or transferred, may be shown separately. Where any shares have been converted into stock, the amount of stock held by each member must be shown. The date of registration of each transfer should be given as well as the number of shares transferred on each date. The particulars should be placed opposite the name of the transferor and not opposite that of the transferee, but the name of the transferee may be inserted in the “]Remarks” column immediately opposite the particulars of each transfer. Notes 1.If either of the two immediately preceding returns has given as at the date of the annual general meeting with reference to which it was submitted, the full Particulars required as to past and present members and the shares and stock held and transferred by them, only such of the particulars need be given as relate to persons ceasing to be or becoming members since that date and to shares transferred since that date or to changes as compared with that date in the amount of stock held by a member. 2.If the names in the list are not arranged in alphabetical order, an index sufficient to enable the name of any person to be readily found must be annexed. 382 C. Particulars of the person who is Manager/Secretary of the company on the day of the last annual general meeting, namely, the …. day of… 19… and of the person (s) who ceased to be Manager/Secretary on or before that date and since the date referred to in sub-clause (h) of clause 3 of Part I of Schedule V to the Act, namely, the…. day of… 19….or, in the case of the first return, since the incorporation of the company. ——————————————————————— Present name or Any former name Nationality and names and surname or names and sur- nationality of origin, in full. name in full. if different from pre- sent nationality. Usual reside- Business occu- Date of Date of cess- ntial address. pation and parti- appointment. ation, if any. culars of diretor- ships (d) managing agencies, offices of secretaries and treasures, managerships and secretaryships held in other companies/bodies corporate. ——————————————————————— 1 2 3 4 5 6 7 ——————————————————————— Note: (d) Where the person holds the office of managing director, the fact should be specifically mentioned. Signed….., Director. Signed….., Director/managing Director/Managing Agent/Sec- retaries & Treasurers/Manager/Secretary.] B. Particulars of the person/persons who is/are managing agent/secretaries and treasurers of the company on the day of the last annual general meeting, namely, the…day of…19…and of those who ceased to hold such offices on or before that date and since the date referred to in sub-clause (h) of clause 3 of Part I of Schedule V to the Act, namely, the….day of….19…., or, in the case of the first return, since the incorporation of the company. ——————————————————————— Where the Managing Any former Nationality and Usual residen- Agent is an indivi- name or nationality of tial address. dual, present name names and origin if differ- (In the case or names and surn- surnames in ent from present of a firm or ame in full. Where full. nationality. (b) body corporate, the Managing Agent and (c). the registered is, or secretaries or principal and treasurers office) are, a firm, the firm name (b). Where the managing agent is or secretaries and treasurers are, a body corporate, the cor- porate name (c). Particulars of managing Date of appointment, Date of cess- agencies, offices of se- as managing agent/se- ation if any. cretaries and treasureres, cretaries and treasu- directorships, managerships rers in the company and secretaryships (in the filing the annual case of individuals) held return. in other companies/bodies corporate. ——————————————————————— 1 2 3 4 5 6 7 ——————————————————————— Note: (b) In the case of a firm, the full name, address and nationality of each partner and the date on which each became a partner should be indicated. (c) In the case of a body corporate, its corporate name and registred or principal office should be shown along with the full name, address and nationality of each of its directors. [6. Particulars of Directors, Managing Agents, Secretaries and Treasurers, Managers and Secretaries, Past and present. A. Particulars of the persons who are directors of the company on the day of the last annual general meeting, namely, the….day of… 19….and of persons who ceased to be directors on or before that date and since the date referred to in sub-clause (h) of clause 3 of Part I of Schedule V to the Company Act, 1956, namely, the…..day of… 19…. or, in the case of the first return, since the incorporation of the company. ——————————————————————— Present name Any former Nationality Usual residential or names and name or names and Nation- address. surname in and surname ality of origin full (a). in full. if different from present Nationality. Busines occupation, Date of Date of Date of cessa- and particulars of birth. appointment. tion, if any. directorships (a) managing agencies, managerships and secretaryships held in other companies/ bodies corporate. ——————————————————————— 1 2 3 4 5 6 7 ——————————————————————— Note: (a) Where the person holds the office of managing director, that fact should be specially xxxx mentioned. 1 Subs. by notification No. G.S.R. 279, dated 17-4-58, vide Gazette of India, Part II, section 3 (i), page-206. 383 “Director” includes any person who occupies the position of a director by whatsoever name called, and any person in accordance with whose directions or instructions the Board of directors of the company is accustomed to act. “Name” includes a “forename”, and “surname” in the case of a person usually known by a title different from his surname, means that title. “Former name” and “former surname” de not include- (a) in the case of a person usually known by a title different from his surname, the name by which he was known previous to the adoption of or succession to the title; or (b) in the case of any person, a former name or surname where that name or surname was changed or disused before the person bearing the name attained the age of eighteen years or has been changed or disused for a period of not less than twenty years; or (c) in the case of a married woman the name or surname by which she was known previous to the marriage. The names of all bodies corporate incorporated or carrying on business in India of which the director, managing agent, secretaries and treasurers, manager or secretary is also a director, managing agent, secretaries and treasurers, manager or secretary should be given, except bodies corporate of which the company making the return is the wholly-owned subsidiary or bodies corporate which are the wholly-owned subsidiaries either of the company or of another body corporate of which the company is the whollyowned subsidiary. A body corporate is deemed to be the wholly-owned subsidiary of another if it has no members except that other and that other’s wholly-owned subsidiaries and its or their nominees. If the space Provided in the form is insufficient. Particulars of other directorships, managing agencies, offices of secretaries and treasurers, managerships, or secretaryships should be listed on a separate statement attached to this return. Dates of birth need only be given in the case of a company which is subject to section 280 of the Companies Act, 1956, namely, a company which is not a private company or which, being a private company, is the subsidiary of a public company. Where all the partners in a firm are joint secretaries, the name and principal office of the firm may be stated. *Delivered for filing by………………………………….. CERTIFICATES AND OTHER DOCUMENTS ACCOMPANYING ANNUAL RETURN Certificate to be given by a Director and the Managing Agent/ Secretaries and Treasurers, Manager/Secretary or by two Directors of every Private Company. We certify that the company has not since the date off [the incorporation of the company/the annual general meeting with reference to which the last annual return was submitted] issued any ——————————————————————— *This should be printed at the bottom of the first page of the return. [In the case of the first return strike out the second alternative. In the case of a second or subsequent return strike out the first alternative. 384 invitation to the public to subscribe for any shares or debentures of the company. Signed……..Director Signed………Director/Managing Director/Managing Agent/Secretaries and Treasurers/Manager/Secretary.] Further Certificate to be given as aforesaid if the number of Members of the Company exceeds Fifty. We certify that the excess of the number of members of the company over fifty consists wholly of persons who, under sub-clause (b) of clause (iii) of-section 3 of the Companies Act, 1956, are not to be included in reckoning the number of fifty. Signed………Director Signed………Director/Managing Director/Managing agent/Secretaries and Treasures/Manager/Secretary.] Certified copies of Accounts There must be annexed to this return a written copy, certified both by a director and by the managing agent/secretaries and treasur- ers/manager/secretary of the company to be a true copy, of every balance-sheet laid before the company in general meeting during the period to which this return relates (including every document required by law to be annexed to the balance-sheet) and a copy (certified as aforesaid) of the report of the auditors on, and of the report of the directors accompanying, each such balance-sheet. If any such balance- sheet or document required by law to be annexed thereto is in a language other than English, there must also be annexed to that balance-sheet a translation in English of the balance-sheet or document certified in the prescribed manner to be a correct translation. If any such balance-sheet as aforesaid or document re- quired by law to be annexed thereto did not comply with the requirements of the law as in force at the date of the audit with respect to the form of balance-sheets or documents aforesaid, as the ease may be, there must be made such additions to and corrections in the copy as would have been required to be made in the balance-sheet or document in order to make it comply with the said requirements, and the fact that the copy has been so amended must be stated thereon. 1. Subs. by notification No. G.S.R. 279, dated 17-4-1958, vide Gazette of India, Part II, section 3(i), page-206. 385 SCHE (See Section 211). SCHEDULE XI (See Section 211) PART I.-Form of balance-sheet Balance Sheet of….(Her enter the name of the company) As at…(Here enter the date as at which the balance-sheet is made out) ——————————————————————— LIABILITIES ——————————————————————— Instruction in accordance with which liabilities Figures for the Figures for the should be made out previous year current year ——————————————————————— Rs. Rs. (b) (b) *Terms of redemption or *I. SHARE CAPITAL: conversion (if any) of any Authorised…shares of Rs…each. Subs- Redeemable Preference Cap- cribed (distinguishing between the va- pital to be stated, together rious classes of capital and stating the with earliest date of rede- particulars specified below, in respect mption or conversion. of each class)..shares of Rs… each. Rs….called up. of the above shares, Particulars of any option are allotted as fully paid up pursuant to on unissued share capital to a contract without payments being rece- be specified ived in cash. shares,… shares are allotted as fully paid up by way of bonus shares. Less: Calls unpaid: (i) By managing agents or secretaries and treasures and where the managing ag- ent or secretaries and treasures are a firm, by the partners thereof, ——————————————————————— ——————————————————————— ASSETS ——————————————————————— Instructions in accordance with Figures for Figures for which assets should be made out the previous the previous year year ——————————————————————— Rs. Rs. (b) (b) *I. FIXED ASSETS: *Under each head the original cost, Distinguishing as far as poss- and the additions thereto and dedu- ible between expenditure upon ctions therefrom made during the (a) goodwill, (b) land, (c) year, and the total depreciation buildings, (d) leaseholds, (e) written off or provided upto the railway sidings, (f) plant and end of the year, to be stated. machinery, (g)furniture and fit- tings, (h) development of prop- erty, (i) patents, trade marks and designs, (j) live-stock and In case where figures of original (k)vehicles etc. cost cannot be ascertained, the valuation shown by the books shall be given and where any of the assets are sold and the original cost in respect thereof is not ascertainable, the amount of the sale proceeds shall be shown as deduction. ——————————————————————— 386 ——————————————————————— LIABILITIES ——————————————————————— Instructions in accordance with which liabilities Figures for the Figures for the should be made out previous year current year ——————————————————————— Rs. Rs. (b) (b) ——————————————————————— and where the managing agent or secretaries and treasures are a private company, by the directors or members of that company. (ii) By directors. (iii) By others. ——————————————————————— ASSETS ——————————————————————— Instructions in accordance with Figures for Figures for the which assets should be made out. the pre- current year vious year ——————————————————————— Rs. Rs. (b) (b) Where sums have been written off on a reduction of capital or a revaluation of assets, every balance-sheet (after the first balance-sheet) subsequent to the reduction or revaluation shall show the reduced figures and with the date of the reduction, in place of the original cost. Each balance-sheet for the first five years subsequent to the date of the reduction, shall show also, the amount of the reduction made. Similarly, where sums have been add- 387 Add: Forfeited shares (amount paid up). Share Premium Account. *Additions and deductions *II. RESERVES AND SURPLUS:
since last Balance-sheet to (1) Capital Reserves not available for be shown under each of the dividend. specified heads.
(2) Capital Redemption Reserve Fund.
(3) Other Reserves specifying the nature of each reserve and the amount in respect thereof. Less: Debit balance in Profit and Loss Account (if any).
(4) Any other Fund created out of net profit.
(5) Surplus, that is, balance in Profit and Loss Account, after providing for proposed allocations, viz., Dividend, Bonus or Reserves.
(6) Proposed additions to Reserves.
(7) Liability Funds.
(8) Sinking Funds.
(9) Pension, Insurance or Provident Funds, etc. ——————————————————————— ed by writing up the assets, every bal- ance-sheet sub-sequent to such writing up shall show the increased figures with the date of the increase in place of the original cost. Each Balance-Sheet for the first five years subsequent to the date of writing II. INVESTMENTS: up shall also show the amount of incr- rease made. Showing nature of inves- tments and mode of valu- *Aggregate amount of company’s quoted ation, for example, cost investment and also the market value or market value, and dist- thereof shall be shown. ingushing between—
*(1) Investmets in Govern- ments or Trust Securities.
*(2) Investment in shares, Aggregate amount of company’s unquoted debentures or bonds. investments shall also be shown. (showing separately shares fully paid up and partly paid up and partly paid up and also distinguishing the different classes of shares).
*(3) Investments in shares, debentures or bonds of sub-sidiary companies (c).
(4) Immovable properties. ——————————————————————- 388 PART I.–FORM OF BALANCE-SHEET-contd. ——————————————————————— LIABILITIES ——————————————————————— Instructions in accordance with which liabilities should be made out Figures for Figures for the the previous current year year ——————————————————————— (b) (b) Rs. Rs. ——————————————————————— *The nature of the security to III. SECURED LOANS: be specified in each case.
(1) Debentures.
Where leans have been gua- *(2) Loans and Advances from Banks. rantead by managing agents,
secretaries and treasurers, *(3) Loans and Advances from subsi- managers, and/or directors, diaries. a mention thereof shall also
be made and also the aggregate *(4) Other Loans and Advances. amounts of such loans under each head. ——————————————————————— ASSETS ———————————————————————- Instructions in accordance with which assets should assets should be made out. Figures for Figures for the previous the current year year ——————————————————————— Rs. Rs. (b) (b) INTEREST ACCRUED ON INVEST- Mode of valuation of stock shall MENTS be stated and the amount in respect of raw materials shall also be st- III. CURRENT ASSETS: ated separately where practicable.
(1) Stores and Spare Parts.
(2) Loose Tools.
**(4) Works in Progress. **Mode of valuation of works shall be stated. Less: Reserves. In regard to Sundry Debtors, particulars to be given separately of–(a) debts considered good and in respect of which the company is fully secured; and (b) debts considered good for which the company holds no 389 security other than the debtor’s personal security; and (c) debts considered doubtful or bad. Debts due by directors or other officers of the company of any of them either severally or jointly with any other person or debts due by firms or private companies respectively in which any director is a partner or a director or a member to be separately stated. Debts due from other companies under the same management to be disclosed with the name of the companies (vide section 370). The maximum amount due by directors or other officers of the company at any time during the year to be shown by way of a note. IV. UNSECURED LOANS:
(1) Fixed Deposits.
(2) Loans and Advances from subsidiaries. ———————————————————————- 390 ——————————————————————— LIABILITIES ——————————————————————— Instruction in accordance with which liabilities sho- uld be made out. Figures for Figures for the the previous current year. year. ——————————————————————— Rs. Rs. (b) (b) *See note (d) at foot *(Short Term Loans and Advances: of form. (a) From Banks. (b) From others.
(4) Other Loans and Advances: (a) From Banks. (b) From others. V. CURRENT LIABILITIES AND PROVISIONS:
(1) Acceptances.
(2) Sundry Creditors.
(3) Interest accrued and accruing on secured loans.
(4) Interest accrued and accruing on unsecured loans.
(5) Subsidiary Companies.
(6) Provision for Taxation.
(7) Provision for Contingencies.
(8) Proposed Dividends. ——————————————————————— ASSETS ——————————————————————— Instructions in accordance with which assets should be made out. Figures for Figures for the the previous current year. year. ——————————————————————— Rs. Rs. (b) (b) The above instructions regarding
(1)Bills of Exchange. and Advances” also. In addition,
(2) Advances recoverable in Loans. kind or for value to 391
(9) Advance Payments and Unexpired Discounts for the portion for which value has still to be given, e.g., in the case of the following classes of companies :- (Newspaper, Fire Insurance, Theatre, Clubs, Banking, Steamship Companies, etc.)
(10) Unclaimed Dividends.
(11) Other Liabilities (if any).
(12) Contingent Liabilities: (i) Claims against the company not acknowledged as debts. (ii) Uncalled liability on shares partly paid held as investment. VI. CONTINGENT LIABILITIES NOT PROVIDED FOR:
The period for which the div- (1) Arrears of Fixed Comulative idends are in arrear or if Dividends. there is more than one class shares, the period for which the dividends on each such class are in arrear, shall be stated. The amount shall be stated before deduction of income-tax except that in the case of tax-free dividends the amount shall be shown free of income-tax and the fact that it is so shown shall be stated. ——————————————————————— be received, e.g., Rates, Taxes, and Advances to subsidiary Insurances, etc. companies shall be separately stated.
(3) Balances on current account with managing agents or secre- taries and treasurers.
(4) Balances with Customs, Port Trust, etc. (where payable on demand). *V CASH AND BANK BALANCES. *The balances lying with Bankers on current accounts, deposit accounts shall be shown separately. 392 ——————————————————————— LIABILITIES ——————————————————————— Instruction in accordance with which liabilities Figures for Figures for the should be made out. the previous current year. ——————————————————————— Rs. Rs. (b) (b) SCHE (See sections 368 and 379). SCHEDULE VII (See sections 368 and 379) Restrictions on powers of managing agent ————————– secretaries and treasurers The managing agent ———————– shall not exercise any of the secretaries and treasurers following powers except after obtaining the previous approval of the Board of directors of the company in regard to each such exercise:-
(1) Power to appoint (but not to suspend or dismiss) any person as manager of the company;
(2) Power to appoint as an officer or member of the staff ‘of the company, payable from its funds (as distinguished from the funds of the managing agent or from out of any remuneration ————————– secretaries and treasurers him payable to———by the company), any person– them (a) on a remuneration or scale of remuneration exceeding the limits laid down by the Board in this behalf; or (b) who is a relative of the managing agent, or where the managing agent is a firm, of any partner in the firm, ————————– secretaries and treasurers are or where the managing agent is a private company, ——————————— secretaries and treasurers are of any director –or member of such company; 399
(3) Power to purchase capital assets for the company except where the purchase price is within the limits prescribed by the Board in this behalf;
(4) Power to sell the capital assets of the company, except where the sale price is within the limits prescribed by the Board in this behalf;
(5) Power to compound, or sanction the extension- of time for the satisfaction or payment of, any claim or demand of the company against (including any debt claimed to be due to it from) the managing agent or any associate of the–managing agent. ——————– ——————- secretaries and treasurers secretaries and treasurers.
(6)Power to compound any claim or demand made against the company (including any debt claimed to be due from it) by the managing agent managing agent. ————– ————— or any associate of the-secretaries and treasurers secretaries and treasurers. SCHE (See sections 347 and 379). SCHEDULE VIII (See sections 347 and 379) DECLARATIONS TO BE MADE BY FIRMS, PRIVATE COMPANIES AND OTHER BODIES CORPORATE ACTING AS MANAGING AGENTS ————————– SECRETARIES AND TREASURERS Definition
1. (1) In this Schedule, “relevant date” means- (a)in the case of a firm or body corporate holding office at the commencement of this Act as the managing agent —————————- secretaries and treasurers of a company, the date of such commencement; and (b) in the case of a firm or body corporate appointed or reappointed after the commencement of this Act as the managing agent/ secretaries and treasurers of a company, the date of such appointment or re-appointment.
(2) For the purposes of sub-clause (1), the expressions “reappointment” and “re-appointed” shall have the same
meaning as they have for the purposes of sub-section (1) of section 328. 400 Firms 2. Every firm acting as the–managing agent/secretaries and treasurers of any company or companies shall file with each company, whether public or private, of which it acts as such, a declaration specifying- (a) the names of the partners constituting the firm on the relevant date; (b) the share, or the extent of the interest, of each partner in the firm, on the relevant date; (c) the names of persons, if any, other than partners, who are interested, on the relevant date, in any share of, or amount forming part of, the remuneration payable to the managing agent/secretaries and treasurers by the company; and the extent of the interest of each such person in such remuneration. 3.The declaration shall be signed by a partner of the firm and shall be filed within one month of the relevant date. 4.If any change occurs in regard to any of the matters specified in clause 2 after the relevant date, a declaration specifying the change and signed by a partner of the firm shall be filed, within three weeks of the occurrence of the change, with each of the com- panies referred to in that clause. Private companies 5.Every private company which acts as managing agent/ secretaries and treasurers of any other company or companies, whether public or private, shall file with each of those companies, a declaration specifying- (a) the names of the members of the private company on the relevant date; (b) where the private company has a share capital, the shares held by each member of the company, on that date; (c) where the private company has no share capital,’ the extent of the interest of each member of the company in it on that date; (d) the manner in which each such member holds his shares or interest, that is to say, whether he holds the same beneficially, or on behalf of or in trust for any other person; and in the latter case, the name or names of the person or persons on whose behalf or in trust for whom the shares or interest is held and the extent of the interest of each such person; (e) the names of the directors of the private company, and the name of its managing director, if any; 401 (f) the names of persons, if any, who are interested in any share of, or amount forming part of, the remuneration payable to the private company by the company under its management, otherwise than as members of the private company; and the extent of the interest of each such person in such remuneration; (g) that no arrangement has been entered into to the knowledge of the private company, under which the control of the private company is vested in any persons other than the members of the company and the persons referred to in sub-clause (d): Provided that the obligation to furnish information on the matters specified in sub-clauses (d) and (f) shall extend only to such particulars relating to those matters as are within the knowledge of the private company. 6.The declaration shall be signed by a director of the private company and shall be filed within two months of the relevant date. 7.If, to the knowledge of the private company, there is a sale or transfer of any shares in the company or an agreement has been entered into, for the sale or transfer of any such shares, or an other change occurs in regard to any of the matters specified in clause 5 a declaration specifying the sale, transfer, agreement or change and signed by a director of the company shall be filed, within six weeks thereof, with each of the companies referred to in that clause. 8.Where any shares are sold or transferred or agreed to be sold or transferred, the declaration referred to in clause 7 shall specify the name of the person or persons who part with or have agreed to part with the shares and also the name or names of the person or persons who acquire or have agreed to acquire them, with full details of the sale, transfer or agreement Other bodies corporate 9. The provisions of clauses 5 to 8 shall apply to every body corporate (other than a private company) acting as the managing agent/secretaries and treasurers the of any company, unless it is exempt from the operation of the provisions of this Schedule by virtue of section 347/section 379 read with section 347. General
10.(1) All declarations filed with any company in pursuance of this Schedule shall be open to inspection, and extracts may be taken therefrom and copies thereof may be required, by any member of the company to the same extent, in the same manner and on payment of the same fee as in the case of the register of members of the company.
(2) All such declarations shall also be open ‘to inspection by any director of the company, free of charge. 402 SCHE
[See Article 62 of the Table A and also section 176 (6)].
SCHEDULE IX
[See Article 62 of the Table A and also section 176 (6)]
FORM OF PROXY I General Farm “………..Name of Company, I/We …..of ….in the district of…., being a member/members of the above-named company hereby appoint ……of …..in the district of…..or falling him …. of….in the district of… as my/our proxy to vote for me/us on my/our behalf at the annual general meeting/general meeting (not being an annual general meeting) of the company to be held on the… day of… and at any adjournment thereof. Signed this….day of……..” II Form for affording members and opportunity of voting for or against a resolution. “….Name of Company……………………, I/We….. of……in the district of……being a member/members of the above-named company, hereby appoint,….of…..in the district of….. .., or falling him, ……..of ………….in the district of ……………as my/our proxy to vote for on my/our behalf at the annual general meeting/ general meeting (not being an annual general meeting) of the company, to be held on the….day of …19…and at any adjournment thereof. Signed this…..day of…………19” 403 SCHE (See sectios 574 and 611). SCHEDULE X (See sections 574 and 611) TABLE OF FEES TO BE PAID TO THE REGISTRAR I. By a company having a share capital Rs. A. P. 1. For registration of a company whose nominal share capital does not exceed Rs. 20,000, a fee of……. 4000 2.For registration of a company whose nominal share capital exceeds Rs. 20,000, the above fee of forty rupees, with the following additional fees regulated according to the amount of nominal capital:- For every 10,000 rupees of nominal share capital, or part of 10,000, rupees, after the first 20,000 rupees up to 50,000 rupees……………………….. 2000 For every 10,000 rupees of nominal share capital, or part of 10,000 rupees, after the first 50,000 rupees up to 10,00,000 rupees…………………………….. 500 For every 10,000 rupees of nominal share capital, or part of 10,000 rupees, after the first 10,00,000 rupees 1 0 0 3. For registration of any increase of share capital made after the first registration of the company, the same fees per 10,000 rupees or part of 10,000 rupees, as would have been payable if such increased share capital had formed part of the original share capital at the time of registration Provided that no company shall be liable to pay in respect of nominal share capital on registration, or afterwards, any greater amount of fees than 1,000 rupees, taking into account, in the case of fees payable on an increase, of share capital after registration, the fees paid on registration. 4. For registration of any existing company, except such companies as are by this Act exempted from payment of fees in respect of registration under this Act, the same fee as is charged for registering a new company. 5.For filing, registering or recording any document by this Act required or authorised to be filed, registered or recorded, other than- (a) the memorandum or the abstract required to be filed with the Registrar by a receiver, or (b) the statement required to be filed with the Registrar by- the liquidator in a winding up a fee of…. 500 6.For making a record of or registering any fact by this Act required or authorised to be recorded or registered by the Registrar, a fee of 500 404 II. By a company not having a share capital Rs. A. P 7. For registration of a company whose number of members as stated in the articles of association, does not exceed 2o, a fee of 4000 8. For registration of a company whose number of members as stated in the articles of association, exceeds 2o but does not exceed 100, a fee of 10000 9. For registration of a company whose number of members as stated in the articles of association, exceeds 100, but is not stated to be unlimited, the above fee of Rs. 100 with an additional Rs. 5 for every 50 members, or less number than 50 members, after the first 100. 10. For registration of a company in which the number of members is stated in the articles of association to be unlimited,a fee of 40000 11.For registration of any increase on the number of members made after the registration of the company, the same fee as would have been payable in respect of such increase, if such increase had been stated in the articles of association at the time of registration : Provided that no company shall be liable to pay on the whole a greater fee than Rs- 400 in respect of its number of members, taking into account the fee paid on the first registration of the company. 12. For registration of any existing company except such companies as are by this Act exempted from payment of fees in respect of registration under this Act, the same fee as is charged for registering a new company. 13. For filing or registering any document by this Act required or authorised to be filed or registered with the Registrar other than (a) the memorandum or the abstract required to be filed with the Registrar by a receiver, or (b) the statement required to be filed with the Registrar by the liquidator in a winding up, a fee of ………………………..500 14. For making a record of or registering any fact by this Act required or authorised to be recorded or registered by the Registrar, a fee of 500 405 SCHEDULE 11. (See section 406). SCHEDULE XI (See section 406) FORM IN WHICH SECTIONS 539 TO 544 OF ACT ARE TO APPLY TO CASES WHERE AN APPLICATION IS MADE UNDER SECTION 397 OR 398
Penalty for falsification of books. 539. Penalty for falsification of books.-If with intent to defraud or deceive any person, any officer or member of a company in respect of which an application has been made under section 397 or 398- (a) destroys, mutilates, alters, falsifies or secretes any books, papers or securities, or is privy to the destruction, mutilation, alteration, falsification, or secreting of any books, papers or securities; or (b) makes, or is privy to the making of, any false or frau- dulent entry in any register, book of account or document be- LONGING To the company, he shall be punishable with imprisonment for a term which may extend to seven years, and shall also be liable to fine.
Penalty for frauds by officers. 540. Penalty for frauds by officers.-If any person being at the time of the commission of the alleged offence, an officer of a company in respect of which the Court subsequently makes an order under section 397 or 398,- (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, 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; or (c) with intent to defraud creditors of the company, has concealed or removed any Dart of the property of the company since the date of any unsatisfied judgment or order for pay- ment of money obtained against the company, or within two months before that date; he shall be punishable with imprisonment for a term which may extend to two years and shall also be liable to fine.
Liability where proper accounts not kept.
541. Liability where proper accounts not kept.-(1) Where an application has been made to the Court under section 397 or 398 in respect of a company, if it is shown that proper books of account were not kept by the company throughout the period of Two years immediately preceding the making of the application, or the period between the incorporation of the company and the making of the 406 application, whichever is shorter, every officer of the company who is in default shall, unless he shows that he acted honestly and that in the circumstances in which the business of the company was carried on, the default was excusable, be punishable with imprisonment for a term which may extend to one year.
(2) For the purposes of this section, proper books of account shall be deemed not to have been kept in the case of any company, if there have not been kept- (a) such books or accounts as are necessary to exhibit and explain the transactions and financial position of the business of the company, including books containing entries made from day to day in sufficient detail of all cash received and all cash paid; and (b) where the business of the company has involved dealings in goods, statements of the annual stocktakings and (except in the case of goods sold by way of ordinary retail trade) of all goods sold and purchased showing the goods and the buyers and sellers thereof ‘in sufficient detail to enable those goods and those buyers and sellers to be identified.
Liability for fraudulent conduct of business.
542. Liability for fraudulent conduct of business.-(1) If in the course of the proceedings on an application made to the Court under section 397 or 398 in respect of a company, it appears that any busi- ness of the company has been carried on with intent to defraud creditors of the company, or any other persons, or for any fraudulent purpose, the Court may, if it thinks it proper so to do, declare that any persons who were knowingly parties to the carrying on of the business in the manner aforesaid shall be personally responsible, without any limitation of liability, for all or any of the debts or other liabilities of the company as the Court may direct.
(2) (a) Where the Court makes any such declaration, it may give such further directions as it thinks proper for the purpose of giving effect to that declaration. (b) In particular, the Court may make provision for making the liability of any such person under the declaration a charge on any debt or obligation due from the company to him, or on any mortgage or charge or any interest in any mortgage or charge on any assets of the company held by or vested in him, or any person on his behalf, or any person claiming as assignee from or through the person liable or any person acting on his behalf. (c) The Court may, from time to time, make such further order as may be necessary for the purpose of enforcing any charge imposed under this sub-section. (d) For the purpose of this sub-section, the expression “assignee” Includes any Person to whom or in whose favour, by the directions of the person liable, the debt, obligation, mortgage or charge was created, issued or transferred or the interest was created, but does not include an assignee for valuable consideration (not including consideration by way of marriages given in good faith and without 407 notice of any of the matters on the ground of which the declaration is made.
(3) Where any business of a company is carried on with such
intent or for such purpose as is mentioned in sub-section (1), every person who was knowingly a party to the carrying on of the business in the manner aforesaid, shall be punishable with imprisonment for a term which may extend to two years, or with fine which may extend to five thousand rupees, or with both.
(4) This section shall apply, notwithstanding that the person concerned may be criminally liable in respect of the matters on the ground of which the declaration is to be made.
Power of Court to assess damages against delinquent directors, etc. 543. Power of Court to assess damages against delinquent
directors, etc.-(1) If, in the course of the proceedings on an application made to the Court under section 397 or 398, it appears that any person who has taken part in the promotion or formation of the company, or any past or present director, managing agent, secretaries and treasurers, manager or officer of the company- (a) has misapplied or retained or become liable or accountable for any money or property of the company; or (b) has been guilty of any misfeasance or breach of trust in relation to the company; the Court may, on the application of any creditor or member, examine into the conduct of such person, director, managing agent, secretaries and treasurers, manager or officer aforesaid, a compel him to repay or restore the money or property or any part thereof respectively, with interest at such rate as the Court thinks just or to contribute such sum to the assets of the company by way of compensation in respect of the misapplication, retainer, misfeasance or breach of trust as the Court thinks just.
(2) This section shall apply notwithstanding that the matter Is one for which the person concerned may be criminally liable.
Liability under sections 542 and 543 to extend to partners or directors in firm or company. 544. Liability under sections 542 and 543 to extend to partners or directors in firm or company. Where a declaration under section 542 or an order under section 543 is or may be made in respect of a firm or body corporate, the Court shall also have power to make a declaration under section 542 or pass an order under section 543, as the case may be, in respect of any person who is a partner in that firm or a director of that body corporate. 408 SCHE SCHEDULE XII (See section 644) ENACTMENTS REPLACED ——————————————————————— Year NO. Subject or short title 1 2 3 ——————————————————————— 1913 VII The Indian Companies Act, 1913. 1942 LIV The Registration of Transferred Companies Ordinance. 1951 LII The Indian Companies Amendment Act, 1951. 1952 LI The Indian Companies Amendment Act, 1952. ———————————————————————
