TaxTMI 
TaxTMI 
TaxTMI 
REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES
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....ttached 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 amount of the commission paid or agreed to be....
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....nbsp; (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 registered holder for the time being of the share or the person entitled thereto by re....
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....e 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 the member paying the sum in advance. Transfer of Shares 19. (1) The instrument of transfer of any share in the com­p....
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....; 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. DATED this .... day of ......... One Thousand Nine Hundred .................. Place......... For office use only Checked by .................................... Signatures tallied by........................... Entered in Register of Transfer No. ...... Approval Date ............................
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....feree. 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 to make the transfer; and (c) the instrument of transfer in respect of only one class of shares. [4]23. Subject to the provisions of section 154, 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 thirty days at any one time or for more than forty-five days in the aggregate in any year. 24. The company s....
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....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 unpaid, serve a notice on him requiring payment of so much of the calls or installment 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 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....
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....nbsp; (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 thos....
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....e 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; [6][(b) any capital redemption reserve account; or] (c) any share premium account. General Meetings 47. All general meetings other than annual general meetings shall be called extraordinary general....
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....e 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 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 vote....
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.... 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. 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. [8][72. (1) The Board shall have po....
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....g. 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 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 [10][82. Subject to the provisions of the Act,­ (1) a manager or....
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....ing 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. [Omitted by Notification No. GSR 631, dated 23-4-1966]. 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 n....
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....r 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 agreement with the company providing for the allotment to them respectively, credited as fully paid up, of any further shares [14][***]to which they m....
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....ts 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 ..............., M....
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....d 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 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 ...... 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....
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....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. Votes of members 14. Every member shall have one vote. 15. A member of unsound mind, or in respect of whom....
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.... 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 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. 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 c....
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....ibers 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. [18][3rd.- (a) The main objects to be pursued by the company on its incorporation are "the facilitating of travelling in the Snowy Range, by providing hotels 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, ho....
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....; 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. 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..............
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....; Total shares taken 12 Dated the .......... day of ...... 19..... Witness to the above signatures X.Y. of............ 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....