TaxTMI 
TaxTMI 
REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES
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....rent classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject 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 special resolution passed at the separate ^[1]meeting of the holders of the shares of that class. (2) To every such separate ^[2]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 a....
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....n 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 fit, 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 r....
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....e 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, sha11, 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 provisions of these regulations as to payment of interest and expenses, forfeiture or otherwise sha11 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 payable) 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 ....
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.... TRANSFEREE(S) [BUYER(S)] PARTICULARS Signature(s) Name(s) in full 1. ............................................................ 2. ............................................................ 3. ............................................................ 4. ............................................................ 1. ..................... 2. ..................... 3. ..................... 4. ..................... OCCUPATION ADDRESS FATHER S/HUSBAND S NAME 1. 2. 3. Transferee(s) existing Folio, if any, in same Order of Names Value of Stamps affixed Rs. &n....
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....sp; SHARE CERTIFICATES TO BE RETURNED TO (Fill in the name and address to which the certificates are required to be returned) NAME & ADDRESS .................................... ............................................................... ............................................................... SHARE TRANSFER STAMPS * To be filled only if the documents are lodged by a person other than the transferee. 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 do 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 certificate of the shares to which it relates, and such other evidence as the Board may reasonably require to show the right of the transferor t....
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.... 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 installment 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 installment remains un....
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....rity 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 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....
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....r 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) c....
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.... 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 been 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. 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....
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....f 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. (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 keepin....
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....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 appoint ­for holding the meeting, the members present may choose one 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, not wi­thstanding that it may be afterwards discovered that there was some defect....
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....ompany 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. (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 res....
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....ve 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 ^[11]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 ^[12][a capital redemption reserve account] 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 approp....
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....nt 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. ^[15][3rd.- (a) The main objects to be pursued by the company on its incorporation are "the conveyance of passengers and goods in ships or boats between such places as the company may from time to time determine". (b) The objects incidental or ancillary to the attainment of the above main objects are "the acquisition, construction, building, setting up and provision of establishments for repairing ships or boats for the training of personnel required for the running of ships or boats and the doing of all such other things as are conducive to the attainment of the foregoing main objects". (c) The other objects for which the company is established are "carrying on the business of carriers by land, air and the r....
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....e objects incidental or ancillary to the attainment of the above main objects are "Providing for the welfare of employees or ex-employees of the company and the making, drawing, accepting, endorsing, executing and issuing of any negotiable or transferable documents and the doing of such other things as are conducive to the attainment of the foregoing main objects". (c) The other objects for which the company is established are "building, equipping and maintaining charitable hospitals, running of schools and undertaking any other social service".] 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. We, the several persons whose names and addresses are subscribed, are desirous of being formed into a....
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....ppointed 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 ....
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....n 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 ^[17][* * *] manager or secretary on the requisition of a director shall, at any time, summon a meeting of the Board. 22. (1) Save as otherwise expressly provided in this Act, questions 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 lo....
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....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 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 directores, 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 as 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 ................
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.... 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 ..............., Merchant .......... 5 7. M.N. of ..............., Merchant .......... 10 ....
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....ount the results of the same". 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.] Names, addresses, descriptions and occupations of subscribers Number of shares taken by each 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 .............
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....ny is Rs. .......... divided into .......... shares of Rs. ....... each. 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. ------------------------------------ *If the company has no capital divided into shares, the portion of the statement relating to capital and shares must be omitted. -------------------------------------------- ....