OLD PROVISIONS OF COMPANIES ACT REFERRED TO IN DIVISION ONE :
|
Affected section/schedule on which footnote appears |
Text of old provisions |
|
|
(1) |
(2) |
|
| (9) | “branch office” means any establishment described as a branch by the company, not being an establishment specified in an order passed by the Central Government in pursuance of ; | |
| (11) | “the Court” means with respect to any matter relating to a company, the Court having jurisdiction under this Act with respect to that matter in relation to that company, as provided in ; | |
| (18A) | “group” means a group of two or more individuals, associations, firms or bodies corporate, or any combination thereof, which exercises or is in a position to exercise, or has the object of exercising, control over any body corporate, firm or trust. | |
| Explanation: If any question arises as to whether two or more individuals, associations, firms, or bodies corporate, or any combination thereof, constitute, or fall within, a “group”, the Company Law Board shall after giving such individuals, associations, firms or bodies corporate, or any combination thereof, a reasonable opportunity of being heard, decide the same; | ||
| (45) | [“secretary” means [any individual poss-essing the prescribed qualifications] appointed to perform the duties which may be performed by a secretary under this Act and any other [ministerial or administrative duties]]; | |
| Meaning of “Officer who is in default”.—For the purpose of any provision in this Act which enacts that an officer of the company who is in default shall be liable to any punishment or penalty, whether by way of imprisonment, fine or otherwise, the expression “officer who is in default” means any officer of the company who is knowingly guilty of the default, non-compliance, failure, refusal or contravention mentioned in that provision, or who knowingly and wilfully authorises or permits such default, non-compliance, failure, refusal or contravention. | ||
| Meaning of “relative”.—Two persons shall be deemed to be “relatives” if, and only if, they are husband and wife, or the one or the spouse of the one is related to the other or the spouse of the other, whether by legitimate or illegitimate descent or by adoption and whether by full blood or by half blood, in any of the following ways, namely :— | ||
| (i)as parent and child, | ||
| (ii) as grand-parent and grand-child; | ||
| (iii) as brothers or sisters, or as brother and sister; | ||
| (iv)as uncle or aunt and nephew or niece; | ||
| (v) as first cousins, that is to say, as persons having a common grand-parent, provided the cousins are members of a Hindu joint family whether governed by the Mitakshara, the Dayabhaga, the Marumakkattayam, the Aliyasanthana or any other system of law. | ||
| (1) As soon as may be after the commencement of the Companies (Amendment) Act, 1963, the Cent-ral Government shall, by notification in the Official Gazette, constitute a Board to be called the Board of Company Law Administration to exercise and discharge such powers and functions conferred on the Central Government by or under this Act or any other law as may be delegated to it by that Government. | ||
| [(4A) The Board, with the previous approval of the Central Government, may, by order in writing, authorize the chairman or any of its other members or its principal officer (whether known as secretary or by any other name) to exercise and discharge, subject to such conditions and limitations, if any, as may be specified in the order, such of its powers and functions as it may think fit; and every order made or act done in the exercise of such powers or discharge of such functions shall be deemed to be the order or act, as the case may be, of the Board.] | ||
| (5) The procedure of the Company Law Board shall be such as may be prescribed. | ||
| (6) In the exercise of its powers and discharge of its functions, the Company Law Board shall be subject to the control of the Central Government. | ||
| (c) The objects of the company, and, except in the case of trading corporations, the State or States to whose territories the objects extend. | ||
| Special resolution and confirmation by Company Law Board required for alteration of memorandum.—(1) A company may, by special resolution, alter the provisions of its memorandum so as to change the place of its registered office from one State to another, or with respect to the objects of the company so far as may be required to enable it— | ||
| (a) to carry on its business more economically or more efficiently; | ||
| (b) to attain its main purpose by new or improved means; | ||
| (c) to enlarge or change the local area of its operations; | ||
| (d) to carry on some business which under existing circumstances may conveniently or advantageously be combined with the business of the company; | ||
| (e) to restrict or abandon any of the objects specified in the memorandum; | ||
| (f)to sell or dispose of the whole, or any part, of the undertaking, or of any of the undertakings, of the company; or | ||
| (g) to amalgamate with any other company or body of persons. | ||
| (2) The alteration of the provisions of memorandum relating to the change of the place of its registered office from one State to another shall not take effect unless it is confirmed by the Company Law Board on petition. | ||
| (3) Before confirming the alteration, the Company Law Board must be satisfied— | ||
| (a) that sufficient notice has been given to every holder of the debentures of the company, and to every other person or class of persons whose interests will, in the opinion of the Company Law Board be affected by the alteration; and | ||
| (b) that, with respect to every creditor who, in the opinion of the Company Law Board, is entitled to object to the alteration, and who signifies his objection in the manner directed by the Company Law Board, either his consent to the alteration has been obtained or his debt or claim has been discharged or has determined, or has been secured to the satisfaction of the Company Law Board. | ||
| Provided that the Company Law Board may, in the case of any person or class of persons, for special reasons, dispense with the notice required by clause (a). | ||
| (4) the Company Law Board shall cause notice of the petition for confirmation of the alteration to be served on the Registrar who shall also be given a reasonable opportunity to appear before the Company Law Board and state his objections and suggestions, if any, with respect to the confirmation of the alteration. | ||
| (5) The Company Law Board may make an order confirming the alteration on such terms and conditions, if any, as it thinks fit, and may make such order as to costs as it thinks proper. | ||
| (6) The Company Law Board shall, in exercising its powers under this section, have regard to the rights and interests of the members of the company and of every class of them, as well as to the rights and interests of the creditors of the company and of every class of them. | ||
| (7) The Company Law Board may, if it thinks fit, adjourn the proceedings in order that an arrangement may be made to the satisfaction of the Company Law Board for the purchase of the interests of dissentient members; and may give such directions and make such orders as it thinks fit for facilitating, or carrying into effect, any such arrangement: | ||
| Provided that no part of the capital of the company may be expended in any such purchase. | ||
| (1) A certified copy of the order confirming the alteration, together with a printed copy of the memorandum as altered, shall, within three months from the date of the order, be filed by the company with the Registrar, and he shall register the same, and shall certify the registration under his hand. | ||
| (2) If the registration is not effected within three months next after the date of the order of the Court confirming the alteration, or within such further time as may be allowed by the Court under sub-section (4) of , such alteration and order and all proceedings connected therewith shall at the expiry of such period of three months or of such further time, as the case may be, become void : | ||
| Provided that the Court may, on sufficient cause shown, revive the order on application made within a further period of one month. | ||
| (6) The body to which a licence is so granted shall be exempt from the provisions of this Act relating to— | ||
| (a) the use of the word “Limited” or the words “Private Limited” as any part of its name, | ||
| (b) the publishing of its name, | ||
| (c) if the Central Government so directs and to the extent specified in the direction, the obligation laid on the company to send lists of its members to the Registrar, and | ||
| (d) if the Central Government so directs and to the extent specified in the direction, the obligations laid on the company by . | ||
| (8) Where a body in respect of which a licence under this section is in force alters the provisions of its memorandum with respect to its objects, the Central Government may— | ||
| (a) revoke the licence if it sees fit to do so, or | ||
| (b) vary the licence by making it subject to such conditions and regulations as the Central Government thinks fit, in lieu of, or in addition to, the conditions and regulations, if any, to which the licence was formerly subject. | ||
| (c) the agreement, if any, which the company proposes to enter into with any individual, firm or body corporate to be appointed as its managing agent, or with any firm or body corporate to be appointed as its secretaries and treasurers. | ||
| Proviso to | Provided that this section shall not apply in any case where the member agrees in writing either before or after a particular alteration is made, to be bound by the alteration. | |
| (6) Nothing in this section shall apply— | ||
| (a) to a private company of which the entire paid-up share capital is held by another single private company or by one or more bodies corporate incorporated outside India; or | ||
| [(aa) to a private company in which shares are held by one or more bodies corporate incorporated outside India, which or each of which, if incorporated in India, would be a private company within the meaning of this Act, if the Central Government, on an application made to it in this behalf by that private company, by order so directs; or] | ||
| (b) to any other private company if, but only if, each of the following conditions is satisfied, namely :— | ||
| (i)that the body corporate or each of the bodies corporate holding shares in the private company is itself a private company (hereinafter in this section referred to as a share holding company), | ||
| (ii) that no body corporate is the holder of any shares in any such shareholding company, | ||
| (iii) that the total number of shareholders of the shareholding company, or as the case may be, of all the shareholding companies together with the individual shareholders [not including the persons referred to in sub-clause (b) of clause (iii) of sub-section (1) of ], if any, of the private company, does not exceed fifty. | ||
| (7) Every shareholding company shall, as soon as may be, inform the private company referred to in clause (b) of sub-section (6) about every change in the membership of the shareholding company taking place by a change in the number of its individual shareholders or by any body corporate becoming the holder of any of its shares. | ||
| (b) that though since the aforesaid date one or more bodies corporate have held twenty-five per cent or more of its paid-up share capital, the provisions of this section do not apply to it because it is a private company referred to in clause (a) or clause (b) of sub-section (6). | ||
| (3) The Registrar shall not register a prospectus,— | ||
| (a) unless it is dated and the copy thereof signed in the manner required by this section and unless further it has endorsed thereon or attached thereto the documents (if any) specified as aforesaid; and | ||
| (b) in case the prospectus names any person as the auditor, legal adviser, attorney, solicitor, banker or broker of the company or proposed company, unless also it is accompanied by the consent in writing of the person so named, to act in the capacity stated. | ||
| (4) All moneys received from applicants for shares shall be deposited and kept deposited in a Scheduled Bank until they are returned in accordance with the provisions of sub-section (5) or until the certificate to commence business is obtained under . | ||
| In the event of any contravention of the provisions of this sub-section, every promoter, director or other person who is knowingly responsible for such contravention shall be punishable with fine which may extend to five thousand rupees. | ||
| (1A) Where a prospectus, whether issued generally or not, states that application has been or will be made for permission for the shares or debentures offered thereby to be dealt in on a recognised stock exchange, any allotment made on an application in pursuance of the prospectus, shall, whenever made, be void, if the permission has not been applied for before the tenth day after the first issue of the prospectus or, if the permission has not been granted before the expiry of four weeks from the date of the closing of the subscription lists or such longer period not exceeding seven weeks as may, within the said four weeks, be notified to the applicant for permission by or on behalf of the stock exchange. | ||
| , proviso | Provided that a director shall not be liable if he proves that the default in the repayment of the money was not due to any misconduct or negligence on his part. | |
| , proviso | Provided that a director shall not be liable if he proves that the default in the repayment of the money was not due to any misconduct or negligence on his part. | |
| (5) For the purpose of this section it shall not be deemed that permission has not been granted if it is intimated that the application for permission though not at present granted, will be given further consideration. | ||
| Proviso to | Provided that, in case of default in filing with the Registrar any document required to be filed by this section within the time specified therein, the company, or any officer who is in default, may apply to the Court for relief, and the Court, if satisfied that the omission to file the document was accidental or due to inadvertence or that on other grounds it is just and equitable to grant relief, may make an order extending the time for the filing of the document for such period as the Court may think proper. | |
| (3) This section shall not apply to a private company. | ||
| Proviso to | Provided that the terms of issue of such debentures or the terms of such loans include a term providing for such option and such term— | |
| (a) has been approved by a special resolution passed by the company in general meeting before the issue of the debentures or the raising of the loans; and also | ||
| (b) either has been approved by the Central Government before the issue of the debentures or the raising of the loans, or is in conformity with the rules, if any, made by that Government in this behalf. | ||
| Savings.—Nothing in to shall,— | ||
| (a) in the case of any shares issued before the commencement of this Act, affect any voting rights attached to the shares save as otherwise provided in , or any right attached to the shares as to dividend, capital or otherwise; or | ||
| (b) apply to a private company, unless it is a subsidiary of a public company. | ||
| Alteration of rights of holders of special classes of shares.—(1) In the case of a company the share capital of which is divided into different classes of shares, provision may be made by the memorandum or articles for authorising the variation of the rights attached to any class of shares in the company, subject to— | ||
| (a) the consent of the holders of any specified proportion, not being less than three-fourths of the issued shares of that class, or | ||
| (b) the sanction of a resolution passed at a separate meeting of the holders of those shares, and supported by the votes of the holders of any specified proportion, not being less than three-fourths of those shares. | ||
| (2) Any provision in the memorandum or articles of a company in force immediately before the commencement of this Act which specifies for the purposes aforesaid any proportion which is less than three-fourths of the shareholders of the class concerned shall after such commencement, have effect as if a proportion of three-fourths had been specified therein instead. | ||
| Sub-sections (1A), (1B) and (1C) of | (1A) Every instrument of transfer of shares— | |
| (a) shall be in the prescribed form and presented to the prescribed authority before it is signed by or on behalf of the transferor and the prescribed authority shall stamp or otherwise endorse thereon the date on which it is so presented, and | ||
| (b) shall be delivered to the company,— | ||
| (i)in the case of shares dealt in or quoted on a recognised stock exchange at any time before the date on which the register of members is closed in accordance with law for the first time after the date of such presentation, | ||
| (ii) in any other case, within two months from the date of such presentation. | ||
| (1B) Any instrument of transfer which is not in conformity with the provisions of sub-section (1A) shall not be accepted by a company— | ||
| (a) in the case of shares dealt in or quoted on a recognised stock exchange, after the expiry of six months of the commencement of the Companies (Amendment) Act, 1965, or after the date on which the register of members is closed in accordance with law for the first time after such commencement, whichever is later; | ||
| (b) in any other case after the expiry of six months of such commencement. | ||
| (1C) The provisions of sub-section (1A) shall not apply to any shares deposited by any person with— | ||
| (a) the State Bank of India; | ||
| (b) any scheduled bank; or | ||
| (c) such banking company (other than a scheduled bank) or financial institution as may be approved by the Central Government by notification in the Official Gazette, by way of security for the repayment of any loan advanced to, or for the performance of any obligation undertaken by, such person. | ||