TaxTMI 
TaxTMI 
REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES
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....sue 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 amount of the commission paid or agreed to be paid shall be disclosed in the manner required by that section. ....
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....yable 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 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....
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.... 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 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. 20. Subject to the provisions of section 108....
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.... …………………………………………………… 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. DATED this …. day of ….….. One Thousand Nine Hundred ……………… Place……&hel....
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....ellip;…………………………………………………… 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 un....
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....isions 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 ins....
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....on 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 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 sto....
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.... 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 hav....
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....essary 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 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....
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....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 exchange 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, [7][by the managing agent or secretaries and treasurers of the. compa....
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....egulations 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 in the appointment of anyone 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 resolu­tion in writing, signed by all the members of t....
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....nk 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 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. [Omitte....
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....mongst 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 appropriations and applications of the undivided profits resolved to be capitalized thereby, and all allotments and issues of fully paid shares, [13][***] 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 certificates 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 agree....
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.... "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 running of hotels for tourists".] 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. ....
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....erchant Dated the .......... day of ...... 19 ..... 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 extraordinary general meeting. (2) If at any ti....
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....quality 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. 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 conclusive. 18. A vote ....
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.... 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 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. 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 s....
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....otels and conveyances by sea and by land for the accommodation of travellers". (b) The objects incidental or ancillary to the attainment of the above main objects are "conducting coaching classes in catering, hotel management, etc., 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 "running a Publishing House and the publishing of periodical magazines/ newspapers catering to various interests pertaining to the objects aforesaid". 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 ....
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....oncession or otherwise, lands, buildings, works and any rights and privileges or interest therein for establishing the necessary workshop/factories 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 "conducting research in any field pertaining to the science of metallurgy and turning to account 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 .......... 1 7. M.N. of ..............., Merchant ....