The Board shall cause a list showing the names, addresses and occupations of the members of the company, and the number of shares held by them respectively, to be produced at the commencement of the statutory meeting, and to remain open and accessible to any member of the company during the continuance of the meeting. Every company having more than fifty members shall, unless the register of members is in such a form as in itself to constitute an index, keep an index which may be in the form of a card index of the names of the members of the company and shall, within fourteen days after the date on which any alteration is made in the register of members, make the necessary alteration in the index. Construction of certain expressions used in sections 108A to 108G. Subject as aforesaid, every member of a company limited by shares and holding any preference share capital therein shall, in respect of such capital, be entitled to vote on every resolution placed before the company at any meeting, if the dividend due on such capital or any part of such dividend has remained unpaid- in the case of non- cumulative preference shares, either in respect of a period of not less than two years ending with the expiry of the financial year immediately preceding the commencement of the meeting or in respect of an aggregate period of not less than three years comprised in the six years ending with the expiry of the financial year aforesaid. However, courts have held that a share is not merely a unit of capital, it represents a bundle of rights and obligations.
Payment may be made by a company, except in the cases specified in sub- section 3 and subject to the limit specified in sub- section 4 , to a managing director, or a director holding the office of manager or in the whole- time employment of the company, by way of compensation for loss of office, or as consideration for retirement from office, or in connection with such loss or retirement. Doctrine of Indoor Management The rule was first laid down in Royal British Bank v. As such they can be registered even if they have share capital less than the statutory minimum. These are matters of administrative policy and discretion. Saving for legal advisers and bankers.
A company having an official seal for use in any such terri- tory, district or place may by writing under its common seal, autho- rise any person appointed for the purpose in that territory, district or place to affix the official seal to any deed or other document to which the company is a party in that territory, district or place. Earlier section 108H were inserted by Act 41 of 1974, sec. Signature of audit report, etc. Right of managing agent to charge on company' s assets. Moreover in certain cases, it is necessary to take the permission of the High Court to close the Company. Substituted by Act 17 of 1967, sec.
Sub-sections 2 , 3 and 3A subs. A contract with a company to take up and pay for any debentures of the company may be enforced by a decree for specific performance. Investigation of affairs of a company. Provisions relating to prospectus to apply to advertisement. Dissolution of Company Law Board. Penalty: Every person at fault may be fined upto Rs.
Clause 49A omitted by Act 17 of 1967, sec. Appeal from order of Tribunal. Held the company was not bound. Effect of alteration in memorandum or articles. Please advise how can I send attachment for information of all of you. The provisions of this Act shall apply to Goa, Daman and Diu, subject to the exceptions, modifications and adaptations contained in the Schedule to G.
Added by Act 31 of 1965, sec. Every director of a company who is in any way, whether directly or indirectly, concerned or interested in a contract or arrangement, or proposed contract or arrangement, entered into or to be entered into, by or on behalf of the company, shall disclose the nature of his concern or interest at a meeting of the Board of directors. Every member entitled to vote at a meeting of the company, or on any resolution to be moved thereat, shall be entitled during the period beginning twenty- four hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, to inspect the proxies lodged, at any time during the business hours of the company, provided not less than three days' notice in writing of the intention so to inspect is given to the company. Alteration of articles by special resolution. Duty of officer to make disclosure of payments, etc. Provided further that where any partner of the firm is also a partner of any other firm or firms of auditors, the number of compa- nies which may be taken into account, by all the firms together, in relation to such partner shall not exceed the specified number in the aggregate: Provided also that where any partner of a firm of auditors is also holding office, in his individual capacity, as the auditor of one or more companies, the number of companies which may be taken into account in his case shall not exceed the specified number, in the aggregate. Financial and administrative powers of Member Administration.
A resolution of the company in general meeting shall be required for varying the terms of a managing agency agreement; and before such a resolution is passed, the previous sanction of the Central Government shall be obtained therefor. Constitution of National Company Law Tribunal. Time within which refusal to be communicated. Any act done outside the express or implied objects is ultra vires The ultra vires act are null and void ab initio. Power of inspectors to carry investigation into affairs of related companies or of managing agent or associate etc. Sub-sections 6 and 7 omitted by Act 31 of 1988, sec.
Penalty for improper issue, circulation or publication of balance-sheet or profit and loss account. Clause c omitted by Act 53 of 2000, sec. Allotment of shares and debentures to be dealt in on stock exchange. Form and contents of balance-sheet and profit and loss account. The Articles of a company provided that S and 4 others should be permanent directors of the company. Every company shall cause a copy of every instrument creating any charge requiring registration under this Part to be kept at the registered office of the company: Provided that, in the case of a series of uniform debentures, a copy of one debenture of the series shall be sufficient. Financial year of holding company and subsidiary.