(1) The of a shall contain the regulations for management of the company.
(2) The articles shall also contain such matters, as may be :
Provided that nothing prescribed in this sub-section shall be deemed to prevent a company from including such additional matters in its articles as may be considered necessary for its management.
(3) The articles may contain provisions for entrenchment to the effect that specified provisions of the articles may be only if conditions or procedures as that are more restrictive than those applicable in the case of a special resolution, are met or complied with.
(4) The provisions for entrenchment referred to in sub-section (3) shall only be made either on formation of a company, or by an amendment in the articles agreed to by all the of the company in the case of a and by a special resolution in the case of a .
(5) Where the articles contain provisions for entrenchment, whether made on formation or by amendment, the company shall give notice to the Registrar of such provisions in such as may be .
(6) The articles of a company shall be in respective forms specified in Tables G, I and J in as may be applicable to such company.
(7) A company may adopt all or any of the regulations contained in the model articles applicable to such company.
(8) In case of any company, which is registered after the commencement of this Act, in so far as the registered articles of such company do not exclude or modify the regulations contained in the model articles applicable to such company, those regulations shall, so far as applicable, be the regulations of that company in the same manner and to the extent as if they were contained in the duly registered articles of the company.
(9) Nothing in this section shall apply to the articles of a company registered under any unless amended under this Act.
(i) the subscriber to the memorandum of the company who shall be deemed to have agreed to become member of the company, and on its registration, shall be entered as member in its register of members;
(ii) every other person who agrees in writing to become a member of the company and whose name is entered in the register of members of the company;
(iii) every person holding shares of the company and whose name is entered as a beneficial owner in the records of a depository
(i) restricts the right to transfer its shares;
(ii) except in case of One Person Company, limits the number of its members to two hundred:
Provided that where two or more persons hold one or more shares in a company jointly, they shall, for the purposes of this clause, be treated as a single member:
Provided further that—
(A) persons who are in the employment of the company; and
(B) persons who, having been formerly in the employment of the company, were members of the company while in that employment and have continued to be members after the employment ceased, shall not be included in the number of members; and
(iii) prohibits any invitation to the public to subscribe for any securities of the company
(a) is not a private company and;
(b) has a minimum paid-up share capital, as may be prescribed:
Provided that a company which is a subsidiary of a company, not being a private company, shall be deemed to be public company for the purposes of this Act even where such subsidiary company continues to be a private company in its articles.
(i) Acts relating to companies in force before the Indian Companies Act, 1866 (10 of 1866);
(ii) the Indian Companies Act, 1866 (10 of 1866);
(iii) the Indian Companies Act, 1882 (6 of 1882);
(iv) the Indian Companies Act, 1913 (7 of 1913);
(v) the Registration of Transferred Companies Ordinance, 1942 (Ord. 54 of 1942);
(vi) the Companies Act, 1956 (1 of 1956); and
(vii) any law corresponding to any of the aforesaid Acts or the Ordinances and in force—
(A) in the merged territories or in a Part B State (other than the State of Jammu and Kashmir), or any part thereof, before the extension thereto of the Indian Companies Act, 1913 (7 of 1913); or
(B) in the State of Jammu and Kashmir, or any part thereof, before the commencement of the Jammu and Kashmir (Extension of Laws) Act, 1956 (62 of 1956), in so far as banking, insurance and financial corporations are concerned, and before the commencement of the Central Laws (Extension to Jammu and Kashmir) Act, 1968 (25 of 1968), in so far as other corporations are concerned;
(viii) the Portuguese Commercial Code, in so far as it relates to sociedades anonimas; and
(ix) the Registration of Companies (Sikkim) Act, 1961 (Sikkim Act 8 of 1961)(Not notified)
2.1.10-Companies (Incorporation) Rules, 2014
Where the articles contain the provisions for entrenchment, the company shall give notice to the Registrar of such provisions in or , as the case may be, along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014 at the time of incorporation of the company or in case of existing companies, the same shall be filed in within thirty days from the date of entrenchment of the articles, as the case may be, along with the fee as provided in the .
2. Substituted vide the Companies (Incorporation) Amendment Rules, 2018 w.e.f., 26.01.2018. To view the notification,Click Here. To view the rule,Click Here
Substituted Vide Companies (Incorporation) Amendment Rules, 2020 dated 06.02.2020 w.e.f. 15.02.2020. To view the Notification, Click Here
To view the forms, Click Here
2.1.11-Companies (Incorporation) Rules,2014
The model articles as prescribed in may be adopted by a company as may be applicable to the case of the company, either in totality or otherwise.
24.1.12- Companies (Registration Offices and Fees) Rules, 2014
12. Fees:-
(1) The documents required to be submitted, filed, registered or recorded or any fact or information required or authorised to be registered under the Act shall be submitted, filed, registered or recorded on payment of the fee or on payment of such additional fees as applicable, as mentioned in Table annexed to these rules.
(2) For the purpose of filing the documents or applications for which no e-form is prescribed under the various rules prescribed under the Act,the document or application shall be filed through or along with fees as applicable and in case a single form is prescribed for multiple purpose, the fee shall be paid for each of the purposes contained in the single form.
(3) For the purpose of filing information to sub-clause(60) of section 2 of the Act, such information shall be filled in along with fee as applicable.
Annexure
Table of Fees (pursuant to rule 12 of the Companies (Registration of Offices and Fees) Rules, 2014)
I. Fee for filings etc. under section 403 of the Companies Act, 2013
Table of fees for the documents required to be submitted, filed, registered or recorded or for any fact or information required or authorized to be registered under the Act, shall be submitted filed, registered or recorded within the time specified in the relevant provision on payment of fee as prescribed hereunder :-
| (I) In respect of a company having a share capital : | Other than OPCs and Small Companies (in rupees) | OPC and Small Companies (in rupees) |
| 1. (a) For registration of OPC and small companies whose nominal share capital is less than or equal to Rs.10,00,000. | -- | -- |
| (b) For registration of OPC and small companies whose nominal share capital exceed Rs. 10,00,000, , the fee of Rs. 2000 with the following additional fees regulated according to the amount of nominal capital: For every Rs.10,000 of nominal share capital or part of Rs.10,000 after the first Rs.10,00,000 and up to Rs. 50,00,000. | -- | 200 |
| 2. (a) For registration of a company (other than OPC and small companies) whose nominal share capital is less than or equal to Rs. 10,00,000 at the time of incorporation. | -- | -- |
| (b) For registration of a company (other than OPC and small companies) whose nominal share capital exceed Rs. 10,00,000, the fee of Rs.36,000 with the following additional fees regulated according to the amount of nominal capital : | -- | -- |
| (i) for every Rs. 10,000 of nominal share capital or part of Rs 10,000 after the first Rs. 10,00,000 upto Rs. 50,00,000. | 300 | -- |
| (ii) for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 50,00,000 upto Rs. one crore. | 100 | -- |
| iii) for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 1 crore. | 75 | -- |
| Provided further that where the additional fees, regulated according to the amount of the nominal capital of a company, exceed a sum of rupees two crore and fifty lakh, the total amount of additional fees payable for the registration of such company shall not, in any case, exceed rupees two crore and fifty lakhs. | ||
| 3. For filing a notice of any increase in the nominal share capital of a company, the difference between the fees payable on the increased share capital on the date of filing the notice for the registration of a company and the fees payable on existing authorized capital, at the rates prevailing on the date of filing the notice: | ||
| (a) For OPC and small companies whose nominal share capital does not exceed Rs. 10,00,000. | -- | 2000 |
| (b) For OPC and small companies, for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 10,00,000 and upto Rs. 50,00,000. | -- | 200 |
| Other than OPC and small companies (c) For increase in nominal capital of a company whose nominal share capital does not exceed Rs. 1,00,000. | 5000 | -- |
| (d) For increase in nominal capital of a company whose nominal share capital exceed Rs. 1,00,000, the above fee of Rs. 5,000 with the following additional fees regulated according to the amount of nominal capital : | ||
| (i) for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 1,00,000 upto Rs. 5,00,000. | 400 | -- |
| (ii) for every Rs. 10,000 of nominal share capital or part of Rs 10,000 after the first Rs. 5,00,000 upto Rs. 50,00,000. | 300 | -- |
| (iii) for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 50,00,000 upto Rs. one crore. | 100 | -- |
| (iv) for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 1 crore. | 75 | -- |
| Provided further that where the additional fees, regulated according to the amount of the nominal capital of a company, exceed a sum of rupees two crore and fifty lakh, the total amount of additional fees payable for the registration of such company shall not, in any case, exceed rupees two crore and fifty lakhs. | ||
| 4. For registration of any existing company, except such companies as are by this Act exempted from payment of fees in respect of registration under this Act, the same fee is charged for registering a new company. | ||
| 5. For submitting, filing, registering or recording any document by this Act required or authorised to be submitted, filed, registered or recorded: | ||
| (a) in respect of a company having a nominal share capital of less than Rs. 1,00,000. | 200 | |
| (b) in respect of a company having a nominal share capital of Rs. 1,00,000 or more but less than Rs.5,00,000. | 300 | |
| (c) in respect of a company having a nominal share capital of Rs. 5,00,000 or more but less than Rs.25,00,000. | 400 | |
| (d) in respect of a company having a nominal share capital of Rs. 25,00,000 or more but less than Rs. 1 crore or more. | 500 | |
| (e) in respect of a company having a nominal share capital of Rs. 1 crore or more. Provided that in case of companies to be incorporated with effect from 26.01.2018 with a nominal capital which does not exceed rupees ten lakhs fee shall not be payable. | 600 | |
| 6. For making a record of or registering any fact by this Act required or authorised to be recorded or registered by the Registrar: | ||
| (a) in respect of a company having a nominal share capital of less than Rs. 1,00,000. | 200 | |
| (b) in respect of a company having a nominal share capital of Rs. 1,00,000 or more but less than Rs.5,00,000. | 300 | |
| (c) in respect of a company having a nominal share capital of Rs. 5,00,000 or more but less than Rs.25,00,000. | 400 | |
| (d) in respect of a company having a nominal share capital of Rs. 25,00,000 or more but less than Rs. 1 crore or more. | 500 | |
| (e) in respect of a company having a nominal share capital of Rs. 1 crore or more. | 600 | |
| (II) In respect of a company not having a share capital : | ||
| 7. For registration of a company whose number of members as stated in the articles of association, does not exceed 20. | -- | |
| 8. For registration of a company whose number of members as stated in the articles of association, exceeds 20 but does not exceed 200. | 5000 | |
| 9. For registration of a company whose number of members as stated in the articles of association, exceeds 200 but is not stated to be unlimited, the above fee of Rs.5,000 with an additional Rs. 10 for every member after first 200. | ||
| 10. For registration of a company in which the number of members is stated in the articles of association to be unlimited. | 10000 | |
| 11. For registration of any increase in the number of members made after the registration of the company, the same fees as would have been payable in respect of such increase, if such increase had been stated in the articles of association at the time of registration : Provided that no company shall be liable to pay on the whole a greater fee than Rs. 10,000 in respect of its number of members, taking into account the fee paid on the first registration of the company. | ||
| 12. For registration of any existing company except such companies as are by this Act exempted from payment of fees in respect of registration under this Act, the same fee as is charged for registering a new company. | ||
| 13. For filing or registering any document by this Act required or authorized to be filed or registered with the Registrar. Provided that in case of companies to be incorporated with effect from 26.01.2018 whose number of members as stated in the articles of association, does not exceed 20, fee shall not be payable. | 200 | |
| 14. For making a record of or registering any fact by this Act required or authorised to be recorded or registered by the Registrar.] | 200 |
| ---- | ||
| ---- | ||
| --- | ||
(a) for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 1,00,000 upto Rs. 5,00,000 | --- | |
| --- | ||
| --- | ||
Provided that where the additional fees, regulated according to the amount of the nominal capital of a company, exceeds a sum of rupees two crore and fifty lakh, the total amount of additional fees payable for the registration of such company shall not, in any case, exceed rupees two crore and fifty lakhs. | --- | |
(a) in respect of a company having a nominal share capital of up to 1,00,000. | --- | |
| --- | ||
Rs. 5,00,000 or more but less than Rs. 25,00,000 | --- | |
| --- | ||
| --- | ||
(a) in respect of a company having a nominal share capital of up to 1,00,000. | --- | |
| --- | ||
| --- | ||
| --- | ||
| --- | ||
9.For registration of a company whose number of members as stated in the articles of association, exceeds 200 but is not stated to be unlimited, the above fee of Rs.5,000 with an additional Rs. 10 for every member after first 200. | ||
11. For registration of any increase in the number of members made after the registration of the company, the same fees as would have been payable in respect of such increase, if such increase had been stated in the articles of association at the time of registration Provided that no company shall be liable to pay on the whole a greater fee than Rs. 10,000 in respect of its number of members, taking into account the fee paid on the first registration of the company. 12. For registration of any existing company except such companies as are by this Act exempted from payment of fees in respect of registration under this Act, the same fee as is charged for registering a new company. | ||
The above table prescribed for small companies (as defined under section 2(85) of the Act) and one person companies defined under Rule related to Chapter II read with section 2(62) of the Act shall be applicable provided the said company shall remain as said class of company for a period not less than one year from its incorporation.
(1) The above table prescribed for small companies (as defined under section 2(85) of the Act) and one person companies defined under Rule related to Chapter II r/w 2(62) of the Act shall be applicable provided the said company shall remain as said class of company for a period not less than one year from its incorporation.
The above table of fee shall be applicable for any such intimation to be furnished to the Registrar or any other officer or authority under section 159 of the Act, filing of notice of appointment of auditors or Secretarial Auditor or Cost Auditor.
(2) The above table of fee shall be applicable for any such intimation to be furnished to the Registrar or any other officer or authority under section 159 of the Act, filing of notice of appointment of auditors or Secretarial Auditor or Cost Auditor.
The above table of fee and calculation of fee as applicable for increase in authorised capital shall be applicable for revised capital in accordance with sub-section (11) of 233 of the Act, (after setting off fee paid by the transferor company on its authorised capital prior to its merger or amalgamation with the transferee company).
(3) The above table of fee and calculation of fee as applicable for increase in authorised capital shall be applicable for revised capital in accordance with sub-section (11) of 233 of the Act, (after setting off fee paid by the transferor company on its authorised capital prior to its merger or amalgamation with the transferee company).
The above table of fee shall be applicable for filing revised financial statement or board report under section 130 and 131 of the Act.
(4) The above table of fee shall be applicable for filing revised financial statement or board report under section 130 and 131 of the Act.
Following Table of additional fee and higher additional fee (in certain cases) shall be applicable for delay in filing of forms other than for increase in Nominal share capital or forms under section 92/137 of the Act or forms for filing charges.
TABLE
| Sl. No. | Period of delays | Additional fee as a multiple of normal fees | Higher additional fee as a multiple of normal fees (for certain cases) |
| (1) | (2) | (3) | (4) |
| 1. | Upto 15 days (sections 139 and 157) | One time of normal fees | |
| 2. | More than 15 days and upto 30 days (Section 139 and 157) and upto 30 days in remaining forms. | 2 times of normal filing fees | 3 times of normal filing fees |
| 3. | More than 30 days and upto 60 days | 4 times of normal filing fees | 6 times of normal filing fees |
| 4. | More than 60 days and upto 90 days | 6 times of normal filing fees | 9 times of normal filing fees |
| 5. | More than 90 days and upto 180 days | 10 times of normal filing fees | 15 times of normal filing fees |
| 6. | Beyond 180 days | 12 times of normal filing fees | 18 times of normal filing fees |
Note 1: Higher additional fees shall be payable, if there is a delay in filing e-form INC-22, or e-form PAS-3, as the case may be, on two or more occasions, within a period of three hundred and sixty five days from the date of filing of the last such belated e-form for which additional fee or higher additional fee, as the case may be, was payable.
Note 2: Wherever higher additional fee is payable, additional fee shall not be charged.
Note 3: E-form INC-22, or e-form PAS-3, as the case may be, filed prior to the commencement of the Companies (Registration Offices and Fees) Amendment Rules, 2022 shall not be reckoned for the purposes of determining higher additional fee.
Following Table of additional fee shall be applicable for delay in filing of forms other than for increase in Nominal Share capital or forms under section 92/ 137 of the Act.
157) | ||
days (Sections 139 and 157) and upto 30 days in remaining forms. | ||
days | ||
days | ||
days | ||
Note- The belated filing of documents/forms (including increasing in nominal capital and delay caused thereon) which were due to be filed whether in Companies Act, 1956 Act or the Companies Act,2013 Act i.e due for filing prior to notification of these fee rules , the fee payable at the time of actual filing shall be applicable.
B. Following table of additional fees shall be applicable for delays in filing of the forms other than for increase in Nominal Share Capital
Note;- (1)The additional fee shall also applicable to revised financial statement or board’s report under sections 130 and 131 of the Act and secretarial audit report filed by the company secretary in practice under section 204 of the Act.
(2) The belated filing of documents/forms (including increasing in nominal capital and delay caused thereon) which were due to be filed whether in Companies Act, 1956 Act or the Companies Act, 2013 Act i.e due for filing prior to notification of these fee rules , the fee applicable at the time of actual filing shall be applicable. (3) Delay beyond 270 days, the second proviso to sub-section (1) of section 403 of the Act may be referred.
C. For increase in authorised capital, the additional fees shall be applicable at the following rates:-
| Delay upto 6 months | Delay beyond 6 months | |
| slab | 2.5 % per month on the fees payable under para I.3 or II.12 of Table A above as the case may be. | 3% per month on the fees payable under para I.3 or II.12 of Table A above as the case may be. |
(1) The above fee table shall also be applicable for delay in filing application with Registrar under sub-section (11) of section 233 of the Act.
For Forms under section 92 or 137:- (i) In case the period within which a document required to be submitted under section 92 or \37 of the Act expires after 30/06/2018, the additional fee mentioned in Table shall be payable –
| Sl. No. | Period of delay | Additional fee payable fin Rs.') |
| 01 | Delay beyond period provided under Section 92(4) of the Act | One Hundred per day |
| 02 | Delay beyond period provided under Section 137 (1) of the Act | One Hundred per day |
(ii) In all other cases where the belated annual returns or balance sheet/financial statement which were due to be filed whether in the companies Act, 1956 or the companies Act, 2013 the following additional fee mentioned in Table shall be payable:-
| Sl. No. | Period of delay | Additional fee payable (in Rs.) upto 30/06/2018 | plus Rs. 100 per day with effect from 1/07 /2018 |
| 1 | upto 30 days | 2 times of normal filing fees |
|
| 2 | More than 30 days and upto 60 days | 4 times of normal filing fees |
|
| 3 | More than 60 days and upto 90 days | 6 times of normal filing fees |
|
| 4 | More than 90 days and upto 180 days | 10 times of normal filing fees |
|
| 5 | Beyond 180 days | 12 times of normal filing fees |
Note:(1)The additional fee shall also be applicable to revised financial statement or board’s report under section 130 and 131 of the Act and secretarial audit report filed by the company secretary in practice under section 204 of the Act.
(2) The belated filing of documents/forms (including increasing in nominal capital and delay caused thereon) which were due to be filed whether in Companies Act, 1956 Act or the Companies Act, 2013 Act i.e due for filing prior to notification of these fee rules, the fee payable at the time of actual filing shall be applicable.
(a) charges created or modified before the 2nd November, 2018, and allowed to be filed within a period of three hundred days of such creation or six months from the 2nd November, 2018, as the case may be, the following additional fees shall be payable:-
| Sl.No. | Period of delay | Additional Fee applicable |
| 1. | Up to 30 days | 2 times of normal fees |
| 2. | More than 30 days and up to 60 days | 4 times of normal fees |
| 3. | More than 60 days and up to 90 days | 6 times of normal fees |
| 4. | More than 90 days and up to 180 days | 10 times of normal fees |
| 5. | More than 180 days | 12 times of normal fees |
(b) For the charges created or modified on or after the 2nd November, 2018:-
(A) The following additional fees or advalorem fees, as the case may be, shall be payable up to 31st July, 2019, by all companies:-
| Sl.No. | Period of delay | Additional/Advalorem Fees applicable |
| 1. | Up to 30 days | 2 times of normal fees |
| 2. | More than 30 days and up to 60 days | 4 times of normal fees |
| 3. | More than 60 days and up to 90 days | 6 times of normal fees |
(B) the following additional fees or advalorem fees as the case may be, shall be payable with effect from 1st August, 2019:-
| Sl.No. | Period of delay | Small Companies and One Person Company | Other than Small Companies and One Person Company |
| 1. | Up to 30 days | 3 times of normal fees | 6 times of normal fees |
| 2. | More than 30 days and up to 90 days | 3 times of normal fees plus an ad valorem fee of 0.025 per cent. of the amount secured by the charge, subject to the maximum of one lakh rupees. | 6 times of normal fees, plus an ad valorem fee of 0.05 per cent. of the amount secured by the charge, subject to the maximum of five lakh rupees. |
II. FEE ON APPLICATIONS (including Appeal) made to Central Government under sub-section (2) of Section 459 of the Companies Act, 2013.
| 1 | For Application made | Other than OPCs and Small Companies | OPC and Small Companies |
| (i) | By a company having an authorized share capital of: (a) Upto Rs.25,00,000 | 2,000 | 1,000 |
| b) More than Rs.25,00,000 and upto Rs.50,00,000 | 5,000 | 2,500 | |
| c) More than 50,00,000 and upto Rs. 5,00,00,000 | 10,000 | --- | |
| d) More than Rs. 5,00,00,000 and upto Rs. 10 crores | 15,000 | --- | |
| e) More than Rs. 10 crores | 20,000 | --- | |
| (ii) | By a company limited by guarantee but not having a share capital | 2,000 | --- |
| (iii) | By an Association or proposed company for issue of license under section 8 of the Act | 2,000 | --- |
| (iv) | By a company having a valid license issued under section 8 of the Act | 2,000 | --- |
| (v) | By a foreign company | 5,000 | --- |
| (vi) | Application for allotment of Director Identification Number (DIN) under section 153 of the Act | 500 | 500 [inserted vide Companies (Registration Offices and Fees) Second Amendment Rules, 2016. dated 07/11/2016] |
| (vii)[inserted vide Companies (Registration Offices and Fees) Second Amendment Rules, 2016. dated 07/11/2016] | For surrender of Director Identification Number under rule 11(f) of the Companies (Appointment and Qualification of Directors) Rules 2014 | 1000 | 1000 |
(1) Every application to the Registrar of Companies filed by any person for reservation of name under sub-section (4) of section 4 of the Companies Act, 2013 shall be accompanied with the fee of Rs. 1,000/-.
(2) For every application made to Regional Director (including appeal) or Registrar of Companies (except specifically stated elsewhere), Table of fees as above shall be applicable. Note: The separate fee schedule shall be prescribed under subsection (2) of section 459 of the Act for applications to be filed before Tribunal.
III. Annual Fee payable by a dormant company under sub-section (5) of section 455 of the Companies Act, 2013.
| 1 | For Application made | Other than OPCs and Small Companies | OPC and Small Companies |
| (i) | By a company having an authorized share capital of (a) Upto Rs.25,00,000 | 2000 | 1000 |
| (b) More than Rs.25,00,000 and upto Rs.50,00,000 | 5000 | 2500 | |
| (c) More than 50,00,000 and upto Rs.5,00,00,000 | 10,000 | --- | |
| d) More than Rs. 5,00,00,000 and upto Rs. 10 crores | 15,000 | --- | |
| e) More than Rs. 10 crores | 20,000 | --- | |
| (ii) | By a company limited by guarantee but not having a share capital | 2,000 | --- |
IV. Fee for Inspection and providing certified copies of documents kept by the Registrar under section 399 of the Act.
(i) Under clause (a) of sub-section (1) of section 399 of the Act – Rs.100/-
(ii) Under clause (b) of sub-section (1) of section 399 of the Act
(a) For copy of Certificate of Incorporation – Rs.100/-
(b) For copy or extract of other documents including hard copy of such document on computer readable media – Rs.25 per page.
V. Fee for registration of documents under section 385 of the Act.
Rs.6000/- for each document.
VI. Fees for Removal of Names of Companies from the Registrar of Companies under section 248 (2) of the Act.
Rs.5000/-
| ---- | |
For the current financial (2018-2019), no fee shall be chargeable till , the 31 st August, 2018 and fee of Rs.5000 shall be payable on or after the 1st September, 2018
| (i) Subject to serial number (iii) below, fee payable till the 30th September of every financial year in respect of e-form DIR-3 KYC or DIR-3 KYC-WEB through web service, as the case may be, for the immediate previous financial year. | ------ |
| (ii) Fee payable (in delayed case). | Rs.5000 |
| (iii) Fee payable if the individual failed to file e-form DIR-3 KYC or DIR-3 KYC-WEB through web service,as the case may be, for the immediate previous financial year (in delayed case). | Rs.5000 |
| (i) Fee payable till 15.06.2019 on e -form ACTIVE (Substituted vide the Companies (Registration Offices and Fees) Second Amendment Rules, 2019 dated 25.04.2019) Note: For the financial year ended on 31st March, 2019, no fee shall be payable in respect of e-form DIR-3 KYC or DIR-3 KYC-WEB through web service till 14th October, 2019. ( Inserted vide the Companies (Registration Offices and Fees) Fifth Amendment Rules, 2019 dated 30.09.2019.) | ---- (Substituted vide the Companies (Registration Offices and Fees) Second Amendment Rules, 2019 dated 25.04.2019) |
| (ii) Fee payable (in delayed case). (Substituted vide the Companies (Registration Offices and Fees) Second Amendment Rules, 2019 dated 25.04.2019) | Rs.10,000 (Substituted vide the Companies (Registration Offices and Fees) Second Amendment Rules, 2019 dated 25.04.2019) |
INSTRUCTIONS
1.Payment of fees – Except as otherwise provided elsewhere, the table of fees annexed to the Companies (Registration Offices and Fees), Rules 2014, shall be payable in the following head. (1) fees payable to the Registrar in pursuance of the Act or any rule or regulation made or notification issued thereunder shall be paid to the Registrar on any authorized bank by the Ministry of Corporate Affairs and acting as the agent of the Reserve Bank of India for credit under the following head, namely : –
| Major Head | Alphanumeric code description | Account Code | Serial Code | Source category check digit |
| 1475 | Other general Economic service Regulation of joint stock companies | 147500105 | 14750006 | 113 |
| (a) Registration fees | 14750010599 | 14750032 | 114 | |
| (b) Filing fees | 14750010598 | 14750033 | 117 | |
| (c) inspection and copying fee | 14750010597 | 14750034 | 112 | |
| (d) other fees | 14750010596 | 14750035 | 119 |
(2) Where application is filed through electronic media or through any other computer readable media, the user may choose any one of the following payment options namely, (i) Credit Card; or (ii) Internet Banking; or (iii) Remittance at the Bank Counter or (iv) any other mode as approved by the Central Government. The requisite fee as specified in Companies (Registration Offices and Fees), Rules 2014 shall be payable through any of the accredited branches of the following Banks.
(a) Punjab National Bank
(b) State Bank of India
(c) Indian Bank
(d) ICICI Bank
(e) HDFC Bank
(f) Union Bank of India
(3) The fees payable to the Registrars may be paid bank drafts payable at drawn on banks, located at the same city or town as the office of the Registrar :
(4) Where a fee payable to the Registrar is paid through bank drafts as, aforesaid it shall not be deemed to have been paid unless and until the relevant drafts are cashed and the amount credited.
- The Form GNL-2 is revised vide MCA Notification dated 20.01.2023. To view the Notification, Click here. To view the revised Return, Click here.
- The Form GNL-2 is modified to enable filings under the Insolvency and Bankruptcy Code, 2016 vide the Companies (Registration Offices and Fees) Second Amendment Rules, 2020 dated 12.03.2020. To view the Notification, Click Here.
- Form GNL-2 is amended vide Companies (Registration Office and Fees) Amendment Rules, 2020 notification dated 18.02.2020. To view the notification and amended return, Click Here.
- To view the older return,Click Here.
- The Form GNL-3 is revised vide MCA Notification dated 20.01.2023. To view the Notification, Click here. To view the revised Return, Click here.
- To view the return,Click Here
Commencement Notification S.O. 147(E). dated 11.01.2022 for Section 56 of Companies (Amendment) Act, 2020 w.e.f. 01.07.2022
Commencement Notification S.O. 148(E). dated 11.01.2022 for Section 80 of Companies (Amendment) Act, 2017 w.e.f. 01.07.2022
Companies (Incorporation) Fifth Amendment Rules,2016 dated 29/12/2016
Companies (lncorporation) Amendment Rules, 2020 dated 06.02.2020 w.e.f. 15.02.2020
Companies (Registration Offices and Fees) Amendment Rules, 2020 dated 18.02.2020
Companies (Registration Offices and Fees) Amendment Rules, 2022 dated 11.01.2022 w.e.f. 01.07.2022
Companies (Registration offices and Fees) Second Amendment Rules, 2018 dated 07/05/2018
Companies (Registration Offices and Fees) Second Amendment Rules, 2020 dated 12.03.2020
Companies (Registration offices and fees) Second Amendment Rules,2016 [GSR 1049(E)] dated 07/11/2016
Enforcement Notification S.O. 902(E) dated 26/03/2014
MCA Notification dated 19.01.2023 regarding Companies (Incorporation) Amendment Rules, 2023
Notification for alteration of Schedule I dated 10.04.2018
The Companies (Incorporation) Amendment Rules, 2018 dated 20.01.2018
The Companies (Registration Offices and Fees) Amendment Rules, 2018 dated 20.01.2018 [effective from 26.01.2018]
Form GNL-2 amended wef 19-02-2020
Form INC – 33- Substituted vide MCA Notification dated 19.01.2023
Form INC 32- SPICE+ (Effective from 15.02.2020)
Form INC- 31 – Substituted vide MCA Notification dated 19.01.2023
Form INC-34 – Substituted vide MCA Notification dated 19.01.2023
Form No. GNL 2 Form for submission of documents with the Registrar
Form No. GNL 3 Particulars of person(s) or Key Managerial personnel charged or specified for the purpose of sub clause (iii) or (iv) of clause 60 of section 2
FORM NO. GNL-1 Form for filing an application with Registrar of Companies
FORM NO. INC.2 One Person Company- Application for Incorporation (Omitted w.e.f 01.01.2017)
FORM NO. INC.7 Application for Incorporation of Company (Other than OPC)- [Substituted with new INC 7]
FORM NO. MGT.14 Filing of Resolutions and agreements to the Registrar
INC-7 Application for Incorporation of Company (Part I Company and Company with more than seven subscribers (w.e.f 01.01.2017)
Schedule I (See sections 4 and 5)
TABLE -A
MEMORANDUM OF ASSOCIATION OF A COMPANY LIMITED BY SHARES
1. The name of the company is ‘‘…………………………….Limited / Private Limited’’.
2. The registered office of the company will be situated in the State of……………………………..
3. (a) The objects to be pursued by the company on its incorporation are:—
(b) Matters which are necessary for furtherance of the objects specified in clause 3(a) are:—
4. The liability of the member(s) is limited and this liability is limited to the amount unpaid, if any, on the shares held by them.
5. The share capital of the company is…………………………….rupees, divided into…………………………….shares of…………………………….rupees each.
6. 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 against our respective names:—
| Names, addresses, descriptions and occupations of subscribers | No. of shares taken by each subscriber | Signature of subscriber | Signature, names, addresses, descriptions and occupations of witnesses |
| A.B. of........Merchant | .............. | Signed before me: Signature...................... |
|
| C.D. of........Merchant | .............. | Signed before me: Signature...................... |
|
| E.F. of........Merchant | .............. | Signed before me: Signature...................... |
|
| G.H. of........Merchant | .............. | Signed before me: Signature...................... |
|
| I.J. of........Merchant | .............. | Signed before me: Signature...................... |
|
| K.L. of........Merchant | .............. | Signed before me: Signature...................... |
|
| M.N. of........Merchant | .............. | Signed before me: Signature...................... |
________________
Total shares taken: ________________
7. I, whose name and address is given below, am desirous of forming a company in pursuance of this memorandum of association and agree to take all the shares in the capital of the company (Applicable in case of one person company):—
| Name, address, description and occupation of subscriber | Signature of subscriber | Signature, name, address, description and occupation of witness |
|---|---|---|
| A.B. ........Merchant | Signed before me: Signature...................... |
8. Shri/Smt………………, son/daughter of ………………….., resident of………… aged………… years shall be the nominee in the event of death of the sole member (Applicable in case of one person company) Dated…………………………………. the day of ……………………..
TABLE -B
MEMORANDUM OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
1. The name of the company is ‘‘…………………………….Limited/Private Limited’’.
2. The registered office of the company will be situated in the State of…………………………….
3. (a) The objects to be pursued by the company on its incorporation are:—
(b) Matters which are necessary for furtherance of the objects specified in clause 3(a) are:—
4. The liability of the member(s) is limited.
5. Every member of the company undertakes to contribute:
i. 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 or of such debts and liabilities as may have been contracted before he ceases to be a member; and
ii. to 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…………………………….rupees.
6. 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 | Signature of subscriber | Signature, names, addresses, descriptions and occupations of witnesses |
|---|---|---|
| A.B. of........Merchant | Signed before me: Signature...................... |
|
| C.D. of........Merchant | Signed before me: Signature...................... |
|
| E.F. of........Merchant | Signed before me: Signature...................... |
|
| G.H. of........Merchant | Signed before me: Signature...................... |
|
| I.J. of........Merchant | Signed before me: Signature...................... |
|
| K.L. of........Merchant | Signed before me: Signature...................... |
|
| M.N. of........Merchant | Signed before me: Signature...................... |
7. I, whose name and address is given below, am desirous of forming a company in pursuance of this memorandum of association (Applicable in case of one person company):—
| Name, address, description and occupation of subscriber | Signature of subscriber | Signature, name, address, description and occupation of witness |
|---|---|---|
| A.B. ........Merchant | Signed before me: Signature...................... |
8. Shri/Smt…………., son/daugther of ………………, resident of………… aged………… years shall be the nominee in the event of death of the sole member (Applicable in case of one person company) Dated………………………. the day of …………………………
TABLE -C
MEMORANDUM OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE AND HAVING A SHARE CAPITAL
1. The name of the company is ‘‘…………………………….Limited/Private Limited’’.
2. The registered office of the company will be situated in the State of…………………………….
3. (a) The objects to be pursued by the company on its incorporation are:—
(b) Matters which are necessary for furtherance of the objects specified in clause 3(a) are:—
4. The liability of the member(s) is limited.
5. Every member of the company undertakes to contribute:
i. 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 or of such debts and liabilities as may have been contracted before he ceases to be a member; and
ii. to 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…………………………….rupees.
6. The share capital of the company is…………………………….rupees, divided into …………………………….shares of…………………………….rupees each
7. We, the several persons, whose names, 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 against our respective names:—
| Names, addresses, descriptions and occupations of subscribers | No. of shares taken by each subscriber | Signature of subscriber | Signature, names, addresses, descriptions and occupations of witnesses |
| A.B. of........Merchant | .............. | Signed before me: Signature...................... |
|
| C.D. of........Merchant | .............. | Signed before me: Signature...................... |
|
| E.F. of........Merchant | .............. | Signed before me: Signature...................... |
|
| G.H. of........Merchant | .............. | Signed before me: Signature...................... |
|
| I.J. of........Merchant | .............. | Signed before me: Signature...................... |
|
| K.L. of........Merchant | .............. | Signed before me: Signature...................... |
|
| M.N. of........Merchant | .............. | Signed before me: Signature...................... |
8. I, whose name and address is given below, am desirous of forming a company in pursuance of this memorandum of association and agree to take all the shares in the capital of the company (Applicable in case of one person company):—
| Name, address, description and occupation of subscriber | Signature of subscriber | Signature, name, address, description and occupation of witness |
|---|---|---|
| A.B. ........Merchant | Signed before me: Signature...................... |
9. Shri/Smt………….., son/daughter of ………………, resident of………… aged………… years shall
be the nominee in the event of death of the sole member (Applicable in case of one person company) Dated………………………. the day of………………………
TABLE -D
MEMORANDUM OF ASSOCIATION OF AN UNLIMITED COMPANY AND NOT HAVING SHARE CAPITAL
1. The name of the company is ‘‘…………………………….Limited/Private Limited’’.
2. The registered office of the company will be situated in the State of…………………………….
3. (a) The objects to be pursued by the company on its incorporation are:—
(b) Matters which are necessary for furtherance of the objects specified in clause 3(a) are:—
4. The liability of the member(s) is unlimited.
5. 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 | Signature of subscriber | Signature, names, addresses, descriptions and occupations of witnesses |
|---|---|---|
| A.B. of........Merchant | Signed before me: Signature...................... |
|
| C.D. of........Merchant | Signed before me: Signature...................... |
|
| E.F. of........Merchant | Signed before me: Signature...................... |
|
| G.H. of........Merchant | Signed before me: Signature...................... |
|
| I.J. of........Merchant | Signed before me: Signature...................... |
|
| K.L. of........Merchant | Signed before me: Signature...................... |
|
| M.N. of........Merchant | Signed before me: Signature...................... |
6. I, whose name and address is given below, am desirous of forming a company in pursuance of this memorandum of association (Applicable in case of one person company):—
| Name, address, description and occupation of subscriber | Signature of subscriber | Signature, name, address, description and occupation of witness |
|---|---|---|
| A.B. ........Merchant | Signed before me: Signature...................... |
7. Shri/Smt………., son/daughter of …………………, resident of………… aged………… years shall be the nominee in the event of death of the sole member (Applicable in case of one person company) Dated…………………. the day of………………..
TABLE -E
MEMORANDUM OF ASSOCIATION OF AN UNLIMITED COMPANY AND HAVING SHARE CAPITAL
1. The name of the company is ‘‘…………………………….Limited/Private Limited’’.
2. The registered office of the company will be situated in the State of…………………………….
3. (a) The objects to be pursued by the company on its incorporation are:—
(b) Matters which are necessary for furtherance of the objects specified in clause 3(a) are:—
4. The liability of the member(s) is unlimited.
5. The share capital of the company is…………………………….rupees, divided into ……………………………. shares of…………………………….rupees each.
6. 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 against our respective names:—
| Names, addresses, descriptions and occupations of subscribers | No. of shares taken by each subscriber | Signature of subscriber | Signature, names, addresses, descriptions and occupations of witnesses |
| A.B. of........Merchant | .............. | Signed before me: Signature...................... |
|
| C.D. of........Merchant | .............. | Signed before me: Signature...................... |
|
| E.F. of........Merchant | .............. | Signed before me: Signature...................... |
|
| G.H. of........Merchant | .............. | Signed before me: Signature...................... |
|
| I.J. of........Merchant | .............. | Signed before me: Signature...................... |
|
| K.L. of........Merchant | .............. | Signed before me: Signature...................... |
|
| M.N. of........Merchant | .............. | Signed before me: Signature...................... |
7. I, whose name and address is given below, am desirous of forming a company in pursuance of this memorandum of association and agree to take all the shares in the capital of the company (Applicable in case of one person company):—
| Name, address, description and occupation of subscriber | Signature of subscriber | Signature, name, address, description and occupation of witness |
|---|---|---|
| A.B. ........Merchant | Signed before me: Signature...................... |
8. Shri/Smt……….., son/daughter of ……………….., resident of………… aged………… years shall be the nominee in the event of death of the sole member (Applicable in case of one person company) Dated………………………… the day of ………………………..
TABLE -F
ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY SHARES
Interpretation
I. (1) In these regulations—
a. “the Act” means the Companies Act, 2013,
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.
Share capital and variation of rights
II. 1. Subject to the provisions of the Act and these Articles, the shares in the capital of the company shall be under the control of the Directors who may issue, allot or otherwise dispose of the same or any of them to such persons, in such proportion and on such terms and conditions and either at a premium or at par and at such time as they may from time to time think fit.
2. (i) Every person whose name is entered as a member in the register of members shall be entitled to receive within two months after incorporation, in case of subscribers to the memorandum or after allotment or within one month after the application for the registration of transfer or transmission or within such other period as the conditions of issue shall be provided,—
a. one certificate for all his shares without payment of any charges; or
b. several certificates, each for one or more of his shares, upon payment of twenty rupees for each certificate after the first.
(ii) Every certificate shall be under the seal and shall specify the shares to which it relates and the amount paid-up thereon.
(iii) In respect of any share or shares held jointly by several persons, the company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders.
3. (i) If any share certificate be worn out, defaced, mutilated or torn or if there be no further space on the back for endorsement of transfer, then upon production and surrender thereof to the company, a new certificate may be issued in lieu thereof, and if any certificate is lost or destroyed then upon proof thereof to the satisfaction of the company and on execution of such indemnity as the company deem adequate, a new certificate in lieu thereof shall be given. Every certificate under this Article shall be issued on payment of twenty rupees for each certificate.
(ii) The provisions of Articles (2) and (3) shall mutatis mutandis apply to debentures of the company.
4. Except as required by law, no person shall be recognised by the company as holding any share upon any trust, and the company shall not be bound by, or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except only as by these regulations or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.
5. (i) The company may exercise the powers of paying commissions conferred by sub-section (6) of section 40, 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 and rules made thereunder.
(ii) The rate or amount of the commission shall not exceed the rate or amount prescribed in rules made under sub-section (6) of section 40.
(iii) The commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in the one way and partly in the other.
6. (i) If at any time the share capital is divided into different 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 section 48, 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 a special resolution passed at a separate meeting of the holders of the shares of that class.
(ii) To every such separate meeting, the provisions of these regulations relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be at least two persons holding at least one-third of the issued shares of the class in question.
7. 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.
8. Subject to the provisions of section 55, any preference shares may, with the sanction of an ordinary resolution, be issued on the terms that they are to be redeemed on such terms and in such manner as the company before the issue of the shares may, by special resolution, determine.
Lien
9. (i) The company shall have a first and paramount lien—
a. on every share (not being a fully paid share), for all monies (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 monies 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.
(ii) The company’s lien, if any, on a share shall extend to all dividends payable and bonuses declared from time to time in respect of such shares.
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. (i) To give effect to any such sale, the Board may authorise some person to transfer the shares sold to the purchaser thereof.
(ii) The purchaser shall be registered as the holder of the shares comprised in any such transfer.
(iii) The purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.
12. (i) The proceeds of the sale shall be received by the company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable.
(ii) The residue, if any, shall, subject to a like lien for sums not presently payable as existed upon the shares before the sale, be paid to the person entitled to the shares at the date of the sale.
Calls on shares
13. (i) The Board may, from time to time, make calls upon the members in respect of any monies unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) and not by the conditions of allotment thereof made payable at fixed times:
Provided that no call shall exceed one-fourth of the nominal value of the share or be payable at less than one month from the date fixed for the payment of the last preceding call.
(ii) Each member shall, subject to receiving at least fourteen days’ notice specifying the time or times and place of payment, pay to the company, at the time or times and place so specified, the amount called on his shares.
(iii) A call may be revoked or postponed at the discretion of the Board.
14. A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed and may be required to be paid by instalments.
15. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.
16. (i) If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest thereon from the day appointed for payment thereof to the time of actual payment at ten per cent. per annum or at such lower rate, if any, as the Board may determine.
(ii) The Board shall be at liberty to waive payment of any such interest wholly or in part.
17. (i) 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, shall, 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.
(ii) 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 shall 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 monies uncalled and unpaid upon any shares held by him; and
b. upon all or any of the monies 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, twelve per cent. per annum, as may be agreed upon between the Board and the member paying the sum in advance.
Transfer of shares
19. (i) The instrument of transfer of any share in the company shall be executed by or on behalf of both the transferor and transferee.
(ii) 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. The Board may, subject to the right of appeal conferred by section 58 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.
21. The Board may decline to recognise any instrument of transfer unless—
a. the instrument of transfer is in the form as prescribed in rules made under sub- section (1) of section 56;
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 is in respect of only one class of shares.
22. On giving not less than seven days’ previous notice in accordance with section 91 and rules made thereunder, 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.
Transmission of shares
23. (i) On the death of a member, the survivor or survivors where the member was a joint holder, and his nominee or nominees or legal representatives where he was a sole holder, shall be the only persons recognised by the company as having any title to his interest in the shares.
(ii) Nothing in clause (i) shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by him with other persons.
24. (i) Any person becoming entitled to a share in consequence of the death or insolvency of a member may, upon such evidence being produced as may from time to time properly be required by the Board and subject as hereinafter provided, elect, either—
a. to be registered himself as holder of the share; or
b. to make such transfer of the share as the deceased or insolvent member could have made.
(ii) The Board shall, in either case, have the same right to decline or suspend registration as it would have had, if the deceased or insolvent member had transferred the share before his death or insolvency.
25. (i) If the person so becoming entitled shall elect to be registered as holder of the share himself, he shall deliver or send to the company a notice in writing signed by him stating that he so elects.
(ii) If the person aforesaid shall elect to transfer the share, he shall testify his election by executing a transfer of the share.
(iii) All the limitations, restrictions and provisions 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.
26. 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 monies payable in respect of the share, until the requirements of the notice have been complied with.
27. In case of a One Person Company—
(i) on the death of the sole member, the person nominated by such member shall be the person recognised by the company as having title to all the shares of the member;
(ii) the nominee on becoming entitled to such shares in case of the member’s death shall be informed of such event by the Board of the company;
(iii) such nominee shall be entitled to the same dividends and other rights and liabilities to which such sole member of the company was entitled or liable;
(iv) on becoming member, such nominee shall nominate any other person with the prior written consent of such person who, shall in the event of the death of the member, become the member of the company.
Forfeiture of shares
28. If a member fails to pay any call, or instalment 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 instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued.
29. 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 respect of which the call was made shall be liable to be forfeited.
30. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may, at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Board to that effect.
31. (i) A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Board thinks fit.
(ii) At any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture on such terms as it thinks fit.
32. (i) A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall, notwithstanding the forfeiture, remain liable to pay to the company all monies which, at the date of forfeiture, were presently payable by him to the company in respect of the shares.
(ii) The liability of such person shall cease if and when the company shall have received payment in full of all such monies in respect of the shares.
33. (i) A duly verified declaration in writing that the declarant is a director, the manager or the secretary, of the company, and that a share in the company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share;
(ii) The company may receive the consideration, if any, given for the share on any sale or disposal thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of;
(iii) The transferee shall thereupon be registered as the holder of the share; and
(iv) The transferee shall not be bound to see to the application 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.
34. The provisions of these regulations as to forfeiture shall apply in the case of nonpayment 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.
Alteration of capital
35. 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.
36. Subject to the provisions of section 61, the company may, by ordinary resolution,—
a. Subject to the provisions of section 61, the company may, by ordinary resolution,—
b. Subject to the provisions of section 61, the company may, by ordinary resolution,—
c. sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the memorandum;
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.
37. Where shares are converted into stock,—
a. 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.
b. 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.
c. such of the regulations of the company as are applicable to paid-up shares shall apply to stock and the words “share” and “shareholder” in those regulations shall include “stock” and “stock-holder” respectively.
38. 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;
b. any capital redemption reserve account; or
c. any share premium account.
Capitalisation of profits
39. (i) The company in general meeting may, upon the recommendation of the Board, resolve—
a. that it is desirable to capitalise any part of the amount for the time being standing to the credit of any of the company’s reserve accounts, or to the credit of the profit and loss account, or otherwise available for distribution; and
b. that such sum be accordingly set free for distribution in the manner specified in clause (ii) amongst the members who would have been entitled thereto, if distributed by way of dividend and in the same proportions.
(ii) The sum aforesaid shall not be paid in cash but shall be applied, subject to the provision contained in clause (iii), either in or towards—
(A) paying up any amounts for the time being unpaid on any shares held by such members respectively;
(B) paying up in full, unissued shares of the company to be allotted and distributed, credited as fully paid-up, to and amongst such members in the proportions aforesaid;
(C) partly in the way specified in sub-clause (A) and partly in that specified in sub-clause (B);
(D) A securities premium account and a capital redemption reserve account may, for the purposes of this regulation, be applied in the paying up of unissued shares to be issued to members of the company as fully paid bonus shares;
(E) The Board shall give effect to the resolution passed by the company in pursuance of this regulation.
40. (i) 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 capitalised thereby, and all allotments and issues of fully paid shares if any; and
b. generally do all acts and things required to give effect thereto.
(ii) The Board shall have power—
a. to make such provisions, by the issue of fractional certificates or by payment in cash or otherwise as it thinks fit, for the case of shares becoming distributable in fractions; and
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 to which they may be entitled upon such capitalisation, or as the case may require, for the payment by the company on their behalf, by the application thereto of their respective proportions of profits resolved to be capitalised, of the amount or any part of the amounts remaining unpaid on their existing shares;
(iii) Any agreement made under such authority shall be effective and binding on such members.
Buy-back of shares
41. Notwithstanding anything contained in these articles but subject to the provisions of sections 68 to 70 and any other applicable provision of the Act or any other law for the time being in force, the company may purchase its own shares or other specified securities.
General meetings
42. All general meetings other than annual general meeting shall be called extraordinary
general meeting.
43. (i) The Board may, whenever it thinks fit, call an extraordinary general meeting.
(ii) If at any time directors capable of acting who are sufficient in number to form a quorum are not within India, any director or any two members of the company may call an extraordinary general meeting in the same manner, as nearly as possible, as that in which
such a meeting may be called by the Board.
Proceedings at general meetings
44. (i) No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business.
(ii) Save as otherwise provided herein, the quorum for the general meetings shall be as provided in section 103.
45. The chairperson, if any, of the Board shall preside as Chairperson at every general meeting of the company.
46. If there is no such Chairperson, or if he is not present within fifteen minutes after the time appointed for holding the meeting, or is unwilling to act as chairperson of the meeting, the directors present shall elect one of their members to be Chairperson of the
meeting.
47. If at any meeting no director is willing to act as Chairperson 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 members to be Chairperson of the meeting.
48. In case of a One Person Company—
(i) the resolution required to be passed at the general meetings of the company shall be deemed to have been passed if the resolution is agreed upon by the sole member and communicated to the company and entered in the minutes book maintained under section 118;
(ii) such minutes book shall be signed and dated by the member;
(iii) the resolution shall become effective from the date of signing such minutes by the sole member.
Adjournment of meeting
49. (i) The Chairperson 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.
(ii) No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
(iii) 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.
(iv) Save as aforesaid, and as provided in section 103 of the Act, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
Voting rights
50. 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 in proportion to his share in the paid-up equity share capital of the company.
51. A member may exercise his vote at a meeting by electronic means in accordance with section 108 and shall vote only once.
52. (i) 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.
(ii) For this purpose, seniority shall be determined by the order in which the names stand in the register of members.
53. 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.
54. Any business other than that upon which a poll has been demanded may be proceeded with, pending the taking of the poll.
55. 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.
56. (i) 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.
(ii) Any such objection made in due time shall be referred to the Chairperson of the meeting, whose decision shall be final and conclusive.
Proxy
57. The instrument appointing a proxy and the power-of-attorney or other authority, if any, under which it is signed or a notarised copy of that power or authority, shall be deposited at the registered office of the company not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than 24 hours before the time appointed for the taking of the poll; and in default the instrument of proxy shall not be treated as valid.
58. An instrument appointing a proxy shall be in the form as prescribed in the rules made under section 105.
59. A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the previous death or insanity of the principal or the revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the shares in respect of which the proxy is given:
Provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the company at its office before the commencement of the meeting or adjourned meeting at which the proxy is used.
Board of Directors
60. The number of the directors and the names of the first directors shall be determined in writing by the subscribers of the memorandum or a majority of them.
61. (i) The remuneration of the directors shall, in so far as it consists of a monthly payment, be deemed to accrue from day-to-day.
(ii) 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.
62. The Board may pay all expenses incurred in getting up and registering the company.
63. The company may exercise the powers conferred on it by section 88 with regard to the keeping of a foreign register; and the Board may (subject to the provisions of that section) make and vary such regulations as it may thinks fit respecting the keeping of any such register.
64. All cheques, promissory notes, drafts, hundis, bills of exchange and other negotiable instruments, and all receipts for monies paid to the company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, by such person and in such manner as the Board shall from time to time by resolution determine.
65. 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.
66. (i) Subject to the provisions of section 149, the Board shall have power at any time, and from time to time, to appoint a person as an additional director, provided the number of the directors and additional directors together shall not at any time exceed the maximum strength fixed for the Board by the articles.
(ii) Such person shall hold office only up to the date of the next annual general meeting of the company but shall be eligible for appointment by the company as a director at that meeting subject to the provisions of the Act.
Proceedings of the Board
67. (i) The Board of Directors may meet for the conduct of business, adjourn and otherwise regulate its meetings, as it thinks fit.
(ii) A director may, and the manager or secretary on the requisition of a director shall, at any time, summon a meeting of the Board.
68. (i) Save as otherwise expressly provided in the Act, questions arising at any meeting of the Board shall be decided by a majority of votes.
(ii) In case of an equality of votes, the Chairperson of the Board, if any, shall have a second or casting vote.
69. 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.
70. (i) number of directors to that fixed for the quorum, or of summoning a general meeting of the company, but for no other purpose.
(ii) If no such Chairperson is elected, or if at any meeting the Chairperson 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 Chairperson of the meeting.
71. (i) 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.
(ii) 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.
72. (i) A committee may elect a Chairperson of its meetings.
(ii) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five minutes after the time appointed for holding the meeting, the members present may choose one of their members to be Chairperson of the meeting.
73. (i) A committee may meet and adjourn as it thinks fit.
(ii) 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 Chairperson shall have a second or casting vote.
74. All acts done in 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 such director or such person had been duly appointed and was qualified to be a director.
75. 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 valid and effective as if it had been passed at a meeting of the Board or committee, duly convened and held.
76. In case of a One Person Company—
(i). where the company is having only one director, all the businesses to be transacted at the meeting of the Board shall be entered into minutes book maintained under section 118;
(ii). such minutes book shall be signed and dated by the director;
(iii). the resolution shall become effective from the date of signing such minutes by the director.
Chief Executive Officer, Manager, Company Secretary or Chief Financial Officer
77. Subject to the provisions of the Act,—
(i). A chief executive officer, manager, company secretary or chief financial officer may be appointed by the Board for such term, at such remuneration and upon such conditions as it may thinks fit; and any chief executive officer, manager, company secretary or chief financial officer so appointed may be removed by means of a resolution of the Board;
(ii). A director may be appointed as chief executive officer, manager, company secretary or chief financial officer.
78. A provision of the Act or these regulations requiring or authorising a thing to be done by or to a director and chief executive officer, manager, company secretary or chief financial officer shall not be satisfied by its being done by or to the same person acting both as director and as, or in place of, chief executive officer, manager, company secretary or chief financial officer.
The Seal
79. (i). The Board shall provide for the safe custody of the seal.
(ii). The seal of the company shall not be affixed to any instrument except by the authority of a resolution of the Board or of a committee of the Board authorised by it in that behalf, 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 aforesaid shall sign every instrument to which the seal of the company is so affixed in their presence.
Dividends and Reserve
80. The company in general meeting may declare dividends, but no dividend shall exceed the amount recommended by the Board.
81. Subject to the provisions of section 123, the Board may from time to time pay to the members such interim dividends as appear to it to be justified by the profits of the company.
82. (i). The Board may, before recommending any dividend, set aside out of the profits of the company such sums as it thinks fit as a reserve or reserves which shall, at the discretion of the Board, be applicable for any purpose to which the profits of the company 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, thinks fit.
(ii). The Board may also carry forward any profits which it may consider necessary not to divide, without setting them aside as a reserve.
83. (i). 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.
(ii). 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.
(iii). 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.
84. 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.
85. (i). Any dividend, interest or other monies 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 named on the register of members, or to such person and to such address as the holder or joint holders may in writing direct.
(ii). Every such cheque or warrant shall be made payable to the order of the person to whom it is sent.
86. Any one of two or more joint holders of a share may give effective receipts for any dividends, bonuses or other monies payable in respect of such share.
87. Notice of any dividend that may have been declared shall be given to the persons entitled to share therein in the manner mentioned in the Act.
88. No dividend shall bear interest against the company.
Accounts
89. (i). The Board shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations, the accounts and books of the company, or any of them, shall be open to the inspection of members not being directors.
(ii). No member (not being a director) shall have any right of inspecting any account or book or document of the company except as conferred by law or authorised by the Board or by the company in general meeting.
Winding up
90. Subject to the provisions of Chapter XX of the Act and rules made thereunder—
(i). If the company shall be wound up, the liquidator may, with the sanction of a special resolution of the company and any other sanction required by the Act, divide amongst the members, in specie or kind, the whole or any part of the assets of the company, whether they shall consist of property of the same kind or not.
(ii). For the purpose aforesaid, the liquidator may set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members.
(iii). The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories if he considers necessary, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability.
Indemnity
91. Every officer of the company shall be indemnified out of the assets of the company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in which relief is granted to him by the court or the Tribunal.
Note: The Articles shall be signed by each subscriber of the memorandum of association
who shall add his address, description and occupation, if any, in the presence of at least one witness who shall attest the signature and shall likewise add his address, description and occupation, if any, and such signatures shall be in form specified below:
| Names, addresses, descriptions and occupations of subscribers | Witnesses (along with names, addresses, descriptions and occupations) |
|---|---|
| A.B. of………….Merchant | Signed before me Signature……………. |
| C.D. of………….Merchant | Signed before me Signature……………. |
| E.F. of………….Merchant | Signed before me Signature……………. |
| G.H. of………….Merchant | Signed before me Signature……………. |
| I.J. of………….Merchant | Signed before me Signature……………. |
| K.L. of………….Merchant | Signed before me Signature……………. |
| M.N. of………….Merchant | Signed before me Signature……………. |
Dated the……..day of ………20……
Place: …………………………..
TABLE – G
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 hundred, but the Board of Directors may, from time to time, register an increase of members.
2. All the articles of Table F in Schedule I annexed to the Companies Act, 2013 shall be deemed to be incorporated with these articles and to apply to the company.
TABLE – H
ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE AND NOT HAVING SHARE CAPITAL
I. (1) In these regulations—
(a). “the Act” means the Companies Act, 2013;
(b). “the seal” means the common seal of the company.
(2). Unless the context otherwise requires, words or expressions contained in these regulations shall have 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
II. 1. The number of members with which the company proposes to be registered is hundred, 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.
2. The subscribers to the memorandum and such other persons as the Board shall admit to membership shall be members of the company.
General meetings
3. All general meetings other than annual general meeting shall be called extraordinary
general meeting.
4. (i). The Board may, whenever it thinks fit, call an extraordinary general meeting.
(ii). If at any time directors capable of acting who are sufficient in number to form a quorum are not within India, any director or any two members of the company may call an
extraordinary general meeting in the same manner, as nearly as possible, as that in which such a meeting may be called by the Board.
Proceedings at general meetings
5. (i). No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business.
(ii). Save as otherwise provided herein, the quorum for the general meetings shall be as provided in section 103.
6. The Chairperson, if any, of the Board shall preside as Chairperson at every general meeting of the company
7. If there is no such Chairperson, or if he is not present within fifteen minutes after the time appointed for holding the meeting, or is unwilling to act as Chairperson of the meeting, the directors present shall elect one of their members to be Chairperson of the meeting.
8. If at any meeting no director is willing to act as Chairperson 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 members to be Chairperson of the meeting.
Adjournment of meeting
9. (i). The Chairperson 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.
(ii). No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
(iii). 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.
(iv). Save as aforesaid, and as provided in section 103 of the Act, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
Voting rights
10. Every member shall have one vote.
11. 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.
12. No member shall be entitled to vote at any general meeting unless all sums presently payable by him to the company have been paid.
13. (i). 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.
(ii). Any such objection made in due time shall be referred to the Chairperson of the meeting, whose decision shall be final and conclusive.
14. A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the previous death or insanity of the principal or the revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the shares in respect of which the proxy is given:
Provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the company at its office before the commencement of the meeting or adjourned meeting at which the proxy is used.
15. A member may exercise his vote at a meeting by electronic means in accordance with section 108 and shall vote only once.
16. Any business other than that upon which a poll has been demanded may be proceeded with, pending the taking of the poll.
Board of Directors
17. The number of the directors and the names of the first directors shall be determined in writing by the subscribers of the memorandum or a majority of them.
18. (i). The remuneration of the directors shall, in so far as it consists of a monthly payment, be deemed to accrue from day-to-day.
(ii). 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.
Proceedings of the Board
19. (i). The Board of Directors may meet for the conduct of business, adjourn and otherwise regulate its meetings, as it thinks fit.
(ii). A director may, and the manager or secretary on the requisition of a director shall, at any time, summon a meeting of the Board.
20. (i). Save as otherwise expressly provided in the Act, questions arising at any meeting of the Board shall be decided by a majority of votes.
(ii). In case of an equality of votes, the Chairperson of the Board, if any, shall have a second or casting vote.
21. 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.
22. (i). The Board may elect a Chairperson of its meetings and determine the period for which he is to hold office.
(ii). If no such chairperson is elected, or if at any meeting the Chairperson is not present within five minutes after the time appointed for holding the meeting, the directors present may choose one of their members to be Chairperson of the meeting.
23. (i). 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.
(ii). 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.
24. (i). A committee may elect a Chairperson of its meetings.
(ii). If no such Chairperson is elected, or if at any meeting the chairperson is not
present within five minutes after the time appointed for holding the meeting, the members
present may choose one of their members to be Chairperson of the meeting.
25. (i). A committee may meet and adjourn as it thinks proper.
(ii). 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.
26. 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 such director or such person had been duly appointed and was qualified to be a director.
27. 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 effective as if it had been passed at a meeting of the Board or committee, duly convened and held.
Chief Executive Officer, Manager, Company Secretary or Chief Financial Officer
28. Subject to the provisions of the Act,—
(i). A chief executive officer, manager, company secretary or chief financial officer may be appointed by the Board for such term, at such remuneration and upon such conditions as it thinks fit; and any chief executive officer, manager, company secretary or chief financial officer so appointed may be removed by means of a resolution of the Board.
(ii). A director may be appointed as chief executive officer, manager, company secretary or chief financial officer.
29. A provision of the Act or these regulations requiring or authorising a thing to be done by or to a director and chief executive officer, manager, company secretary or chief financial officer shall not be satisfied by its being done by or to the same person acting both as director and as, or in place of, chief executive officer, manager, company secretary
or chief financial officer.
The Seal
30. (i). The Board shall provide for the safe custody of the seal.
(ii). The seal of the company shall not be affixed to any instrument except by the authority of a resolution of the Board or of a committee of the Board authorised by it in that behalf, 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 aforesaid shall sign every instrument to which the seal of the company is so affixed in their presence.
Note: The Articles shall be signed by each subscriber of the memorandum of association who shall add his address, description and occupation, if any, in the presence of at least one witness who shall attest the signature and shall likewise add his address, description and occupation, if any, and such signatures shall be in form specified below:
| Names, addresses, descriptions and occupations of subscribers | Witnesses (along with names, addresses, descriptions and occupations) |
|---|---|
| A.B. of………….Merchant | Signed before me Signature……………. |
| C.D. of………….Merchant | Signed before me Signature……………. |
| E.F. of………….Merchant | Signed before me Signature……………. |
| G.H. of………….Merchant | Signed before me Signature……………. |
| I.J. of………….Merchant | Signed before me Signature……………. |
| K.L. of………….Merchant | Signed before me Signature……………. |
| M.N. of………….Merchant | Signed before me Signature……………. |
Dated the……..day of ………20……
Place: …………………………..
TABLE – I
ARTICLES OF ASSOCIATION OF AN UNLIMITED COMPANY AND HAVING A SHARE CAPITAL
1. The number of members with which the company proposes to be registered is hundred, but the Board of Directors may, from time to time, register an increase of members.
2. All the articles of Table F in Schedule I annexed to the Companies Act, 2013 shall be deemed to be incorporated with these articles and to apply to the company.
TABLE – J
ARTICLES OF ASSOCIATION OF AN UNLIMITED COMPANY AND NOT HAVING SHARE CAPITAL
1. The number of members with which the company proposes to be registered is hundred, 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.
2. The subscribers to the memorandum and such other persons as the Board shall admit to membership shall be members of the company.
3. All the articles of Table H in Schedule I annexed to the Companies Act, 2013 shall be deemed to be incorporated with these articles and to apply to the company.