NOTICE TO REGISTRAR, MEMBERS CREDITORS AND OTHERS
In the previous two
Chapters, discussion were confined to the requirement of 'notices' in relation
to meetings of a company either from the latter to members or from the members
proposing to pass any resolution within the frame of the eligibility allowed
under the Companies Act, 1956, to the company.
Under the various sections
of the Act, provisions have been made for a company to keep the interested
parties, such as, members, debenture-holders, creditors and the Central
Government (governing or dealing with the controlling aspect of the management
of a company) etc. informed of the forthcoming events or of the steps that are
taken by the company.
For the sake of convenience
some of the notices in this group are given or communicated through press
advertisement except in cases where a resolution has to be adopted.
Section
17-Alteration of Memorandum of Association of a company
A company may, by Special
Resolution, alter the provisions of its memorandum so as to change the place of
its registered office from one state to another, or with respect to the object
of the company including amalgamation with any other company or body of a
person (Section 17 of the Companies Act, 1956), subject, however, to the
confirmation of the Company Law Board other than for change of objects clause.
Pursuant to sub-section (3) of section 17, before such confirmation has
been accorded to any company, the Company Law Board must be satisfied:
(a) that sufficient 'notice'
has been given to every holder of debentures of the company and to every other
person or class of persons whose interests will, in the opinion of the Company
Law Board, be affected by the alteration; and
(b) that with respect of
every creditor who, in the opinion of the Company Law Board, is entitled to
object to the alteration and who signifies his objection in the manner directed
by the Company Law Board, either his consent to the alteration has been
obtained or his debt or claim has been discharged or determined, or has been
secured to the satisfaction of the Company Law Board.
Following is a specimen of a
notice in terms of section 17(2) of the Companies Act, 1956, read with
Regulation 36(l)(i) of the Company Law Board Regulations, 1991, in connection
with the change of the situation clause in the Memorandum of Association of
M/s. RUSHABH INFOSOFT LTD., for shifting of registered office of the
company from one state to another on the plea of carrying on its business more
economically or more efficiently. This notice should be published not less than
one month before filing any petition to the Company Law Board under section 17
of the Act. This notice should be published in two different newspapers in two
languages, one in English and the other in the principal language of the
district in which the existing registered office of the company is situated.
Section
17A-Shifting of Registered office within a State
Companies (Amendment) Act,
2000 inserted a new section 17A under which a company desirous of shifting its
registered office within a State but from the jurisdiction of one Registrar of
Companies to the jurisdiction of another Registrar of Companies within that
same State must make an application in Form I-AD to the concerned
Regional Director before doing so. The company is also required to give a
Public Notice by way of an advertisement in the newspaper of the state about
the aforesaid fact and attach a copy of the paper clipping to the aforesaid
application along with a fee of Rs. 500/-. This fee should be paid by way
of a bank draft drawn in favour of Pay and Accounts Officer, Department of
Company Affairs. The aforesaid application form should be filed with the
Registrar of Companies from where the company proposes to shift its Registered
Office and copy for information to the Registrar of Companies under whose
jurisdiction Registered Office is proposed to be shifted.
Shifting of Registered
office from one State to Another
S. 17(2)-Public
notice of the shifting of registered office from one State to another in
newspapers.
BEFORE THE COMPANY LAW
BOARD, WESTERN
REGION BENCH, MUMBAI
In the matter of Section
17(2) of the Companies Act, 1956
AND
In the matter of M/s.
RUSHABH INFOSOFT LTD., having its registered office_____ Petitioner.
NOTICE
Notice is hereby given that
a petition under section 17 of the Companies Act, 1956, will be filed with the
Company Law Board, Western Region Bench by the petitioner company seeking
confirmation of the alteration of Clause II of the Memorandum of Association in
terms of the Special Resolution passed at the_____ General Meeting of the
petitioner company to enable it to change the place of its registered office
from the State of Maharashtra to the State of Tamil Nadu.
Any
person whose interest is likely to be affected by the proposed alteration in
the Memorandum of Association of the petitioner company to change the place of
its Registered Office from the State of Maharashtra to Tamil Nadu may intimate
to the Bench officer, Western Region Bench, Company Law Board, 15, Narottam
Morarjee Marg, Ballard Estate, Mumbai 400038, with a copy to the petitioner
company at its Registered Office within twenty-one days from th ' e date
of publication of this Notice, the nature of the interest and the ground of opposition
to the petition, if any.
Dated this the_____ day of____2003____
FOR & ON BEHALF OF THE
PETITIONER
RUSHABH INFOSOFT LTD.
(XYZ)
SECRETARY Registered Office:
Shifting of Registered
office within a State
BEFORE THE REGIONAL DIRECTOR
WESTERN REGION, MUMBAI
In the matter of Section 17A
of the Companies Act, 1956
AND
In the matter of M/s.
RUSHABH INFOSOFT LTD., having its registered office
________Applicant.
NOTICE
Notice is hereby given that
an application under section 17A of the Companies Act, 1956, will be filed with
the Regional Director, Western Region Mumbai by the applicant company seeking
confirmation of the change of place of its registered office from Nagpur to
Kolhapur within the State of Maharasthra amounting to change of the applicant
company's registered office from the jurisdiction of Registrar of Companies, Maharasthra
to the jurisdiction of the Registrar of Companies, Pune in terms of the special
resolution passed at the extraordinary general meeting of the applicant company
held on 2003.
Dated this the____ day of_____ 2003____
FOR & ON BEHALF OF THE
PETITIONER
RUSHABH INFOSOFT LTD..
(XYZ)
SECRETARY
Procedure
for obtaining confirmation from CLB
Make a petition to the
Company Law Board in form No.1 of the Company Law Board Regulations, 1991 for
confirming the change and see that the petition is verified by an affidavit as
per Regulations 14(5) and 14(7) of the Company Law Board Regulations, 1991.
The following papers are
required to be attached with the petition as per Annexure 111, of the Company
Law Board Regulations, 1991.
(1) Certified copy of the
Memorandum and Articles of Association.
(2) Certified copy of the
notice calling for the meeting with Explanatory Statement.
(3)Certified copy of the
Special Resolution sanctioning the alteration by the members of the Company.
(4)Certified copy of the
Minutes of the meeting at which the Special Resolution was passed.
(5) Affidavit verifying the
Petition.
(6) A copy of the challan
evidencing payment into the Punjab National Bank or a demand draft drawn in
favour of the Pay and Accounts Officer concerned showing payment of a fee of
Rs. 1,000/-.
(7) Memorandum of appearance
with copy of the Board Resolution or the executed Vakalatnama, as the case may
be.
(8) Certified copy of the
latest audited balance sheet with the profit and loss account of the company
with Auditor's and Directors' report.
(9) An affidavit giving
proof of the publication and service of notices together with newspaper
cuttings.
(10) List of creditors as on
a certain date which should not precede the filing of the petition by two months
as per Regulation 36(6).
(11) An affidavit verifying
list of creditors as per Regulation 36(7).
(12) Acknowledgment receipts
from the Registrar of Companies.
If the company is a licence
company formed under section 25, approval of the concerned Regional Director
should be obtained before filing the petition with the Company Law Board.
The petitioner company must
also serve under Certificate of Posting individual notice on each debenture-holder
and creditor of the company.
Notice of Change of
registered office in newspaper
(Another format)
S. 17-Notice of Petition under Section 17 of the Companies
Act, 1956
BEFORE THE COMPANY LAW BOARD
Northern Region Bench, New
Delhi
In the matter of the Companies Act, 1956 (1 of
1956), Section 17(2)
AND
In the matter of XYZ Ltd.
having its registered office at ...............
Notice is hereby given to
the General Public that the Company proposes to make a petition to the Company
Law Board, Northern Region Bench, New Delhi under section 17 of the Companies
Act 1956 seeking confirmation of alteration of the Memorandum of Association of
the Company in terms of the special resolution passed at the Extraordinary
General Meeting held on 21-8-2003 to enable the company to change
its Registered Office from___ to the State of Tamil Nadu.
Any person whose interest is
likely to be affected by the proposed change of the Registered Office of the
Company may deliver or cause to be delivered or send by registered post his/her
objections supported by an affidavit stating the nature of his/her interest and
grounds of opposition to the Bench Officer, the Company Law Board Northern
Region Bench, 5th Floor, 'A' Wing, Shastri Bhavan, Dr. Rajendra Prasad Road,
New Delhi-110 001, within twenty one days from the date of publication of
this notice with a copy to the petitioner company at its Registered Office at
the address mentioned below:
For and on behalf of the
petitioner
Registered Office DIRECTOR
Notice to Chief Secretary
for Shifting of Registered Office
S. 17-Notice
to Chief Secretary for Change of Registered Office from one State to Another
BEFORE THE COMPANY LAW BOARD
Northern Region Bench, New
Delhi
In the matter of the Companies Act, 1956, Section 17
AND
In the matter of XYZ Ltd. having its registered
office at ..............
AND
XYZ Ltd ______Petitioner
To
The Chief Secretary,
Sub:
Notice of change of Registered Office
Dear Sir,
We write to inform you that our company is proposing
to change its Registered Office from the State of Uttar Pradesh to The proposed
change is being effected so as to facilitate co-ordination between sister
concerns. The shareholders of the Company have accorded their approval at the
Extra ordinary General Meeting held on __by passing a Special Resolution.
The Company will be filing a
petition before the Company Law Board Northern Region Bench for obtaining its
confirmation. A copy of the complete set of the petition is enclosed for your
kind perusal.
Thanking you
Yours Faithfully
For XYZ Limited
Encls: As above. Secretary
Alteration of the Company's
Memorandum of Association for change of registered office from one State to
another
BEFORE THE COMPANY LAW BOARD
Northern Region Bench, New
Delhi
In the matter of the
Companies Act, 1956, Section 17.
AND
In the matter of RUSHABH INFOSOFT LTD. having its registered office
AND
RUSHABH MANAGEMENT & INFOSYS ______Petitioner
Subject: Special notice to creditor/debenture holder/in
pursuance of Regulation 36(l)(ii) of the Company Law Board Regulations 1991
regarding proposed alteration of the company's Memorandum of Association.
Dear Sir,
1. The company proposes to
make a petition to the Company Law Board, Western Region Bench, Mumbai, under
section 17 of the Companies Act, 1956 (I of 1956), seeking confirmation of the
alteration in the Memorandum of Association of the Company in terms of the
Special Resolution passed by the Company at its General Meeting held on ____the
___2003 a copy of which is enclosed, to enable the Company to amend the
situation Clause II of the Memorandum of Association to change the place of
registered office of the company from the Sate of Maharashtra to the State of
Tamil Nadu.
2. If you desire to oppose
the confirmation of the proposed alteration, please deliver or cause to be
delivered or send by registered post your objections supported by an affidavit,
original to the Bench Officer, Company Law Board, Western Region Bench, N.T.C.
House, 2nd Floor, 15, Narottam. Morarjee Marg, Ballard Estate, Mumbai 400 038,
and a copy thereof to the company's registered office mentioned above, within
21 days from the date of receipt of this notice failing which, please note that
you will be deemed to have consented to the alteration and the matter will be
disposed of exparte accordingly.
Yours faithfully,
FOR AND ON BEHALF OF
RUSHABH INFOSOFT LTD.
Dated the____2003____
(X Y Z)
Encls : As aforesaid Secretary.
The petition should accompany the following
documents.
1. Certified true copy of the memorandum and
articles of association.
2. Certified true copy of
the notice calling for the meeting with Explanatory Statement.
3. Certified true copy of
the Special Resolution sanctioning the alteration by the members of the
company.
4. Certified true copy of
the minutes of the meeting at which the Special Resolution was passed.
5. Affidavit verifying the
petition.
6. Bank draft evidencing
payment of application fee.
7. Memorandum of appearance
with copy of the Board Resolution or the executed Vakalatnama, as the case may
be.
8. Certified true copy of the latest audited balance sheet with the profit and loss account of the company with auditor's report and directors' report.
9. Affidavit proving despatch and service of notice together with
newspaper cuttings.
10. List of creditors as on ______2003.
11. Affidavit verifying list
of creditors as per regulation 36(7).
12. Certified true copy of the postal receipts evidencing sending of notices to the creditors included in the list of creditors under certificate of posting.
13. Acknowledgement receipt from the Registrar of Companies/Regional Director (See Regulation 14(3). The fee payable on petition is Rs. 1,000/- .
14. Acknowledgements receipt from the Chief Secretary of the State or the Administrator/Lt. Governor of the Union Territory in which the present registered office of the company is situated.
15. Demand Draft of Rs. 1,000/- favouring 'Pay and Accounts Officer' Department of Company Affairs, Bombay, and payable at Bombay.
Service of copy of petition.-Serve a copy of the
petition upon the concerned Registrar of Companies having Jurisdiction over the
company and also upon the Chief Secretary of the State or the Administrator/Lt.
Governor of the Union Territory in which the present registered office of the
company is situated and shall attach to and present with the petition an
acknowledgment from the office of the Registrar of Companies receiving a copy
of the petition so served.
Filing of the CLB order.-On receipt of the
Company Law Board order, file a certified copy of the same together with a
printed copy of the Memorandum as altered within three months from the date of
the order with the Registrar who will register the same and certify the
registration thereof under his hand within one month'. The time taken in
supplying a certified copy of the order by the Company Law Board shall be
excluded in computing the period of three monthS2.
Extension of period of riling-The Company Law Board
may, however, extend any of the said period .The alteration will be effective
only on such registration . For late filing, the consequence, as stated in
section 19(2), will follow. The Company Law Board may, on sufficient cause being shown, revive the order on application
made within a further period of one month .
Make necessary changes in
every copy of the Memorandum and Articles, office papers, records, books,
documents, sign boards, common seal, etc., etc.
Change
of registered office of the company from one State to another
Change of registered office
of the company from one State to another within the Indian territory amounts to
alteration of the situation clause of the Memorandum of Association and comes
within the scope and formalities of section 17 of the Companies Act, 1956. The
action in this case is similarly initiated through passing of a Special
Resolution at a meeting of the general body of members. The Special Resolution
passed must be in a meeting duly convened. If there be any lacunae in the
process, there is no Special Resolution and the Company Law Board cannot
exercise its jurisdiction. Prachi Insurance Co. Ltd. v. Chowdhury Madhusudan
Dass, (1964) 2 Com LJ 157.
For making a petition to the
Company Law Board under Regulation 36 of the Company Law Board Regulations
1991, the Company is required to observe the following formalities:
1. Publication of General
Notice.-Not
less than one month before the filing of the petition, publish a general notice
at least once in the District in the daily news-paper published in
English and in the principal language of the District in which the registered
office of the company is situate and circulating in that State clearly
indicating therein the substance of the petition and stating that any person
whose interest is likely to be affected by the proposed transfer of registered
office may intimate to the Bench Officer within twenty-one days of the
date of the publication of the notice, the nature of interest and the grounds
of opposition.
2. Service of individual
notice.-Serve
by certificate of posting individual notices on each debenture holder and creditor
of the company, unless otherwise required by the Bench to be sent by registered
post setting out clearly that in case anybody's interest is likely to be
affected by the proposed transfer of registered office, he may intimate to the
Bench Officer within twenty-one days of the date of receipt of notice his
objections duly supported by an affidavit to the Bench Officer and forward a
copy thereof to the petitioner company at its registered office.
3. Service of notice on
Chief Secretary/Administrator/Lt. Governor.-Serve a notice together with
a copy of the petition on the Chief Secretary to the Government of the State in
which the registered office of the company is situated or to the
Administrator/Lt. Governor of the Union Territory where the registered office
is situated in a Union Territory. (Regn. 36(2)).
4. Proof of despatch. -File an affidavit along with the petition proving the despatch, publication and service of notices.
5. Information about the
number of creditors and total amount due to them.-The petition should contain
information relating to the number of creditors and the total amount due to
them up to the latest practicable date preceding the date of filing of the
petition which shall not precede the date of filing of the petition by more than
two months. The said list should in alphabetical order and should also contain
the nature credit. The list of creditors and debenture holders shall also be
filed along with the petition.
6. Verification of the list.-The Secretary of the company
and not less than two directors, one of whom shall be a 1-nana'COng
director, where there is one, are required to file an affidavit along with the
petition to the effect that they have made a full enquiry into the affairs of
the company and having done so, have formed the opinion that the list Is
correct, that the estimated value as given in the list of the debts or claims
payable on a contingency or not ascertained are proper estimates of the values
of such debts and claims included in the list are borne out by the books and
records of the company and that there is no other debts or claims against the
company to their knowledge.
7. List to be kept for
inspection.-An authenticated copy of the list of creditors and debenture holders
showing their names, addresses and the amount due to each of them should be
kept for inspection at the registered office of the company during the ordinary
hours of business so that the person desirous of inspecting the same may
inspect and take extracts from the same on payment of rupees ten to the
company.
8. Action to be taken on
receipt of order of the Company Law Board confirming the alteration
(1) Filing.-File a certified
copy of the order with the Registrar of Companies concerned along with Form No.
21. Also file a certified copy of the same together with a printed copy of the
Memorandum of Association, as altered, within three months from the date of the
order with the Registrar of Companies of each of the States after paying the
requisite filing fee. The Registrars of Companies of both the States will
register the same and certify under their respective hands the registration
thereof within one month. [Section 18(1)].
(2) Time taken for obtaining
copies to be excluded.-Please note that as per the provisions contained in section 640A
the time taken for obtaining a copy of the order will be excluded in computing
the period of time for filing it with the Registrar. Saroja Mills Ltd. v.
Registrar of Companies, (1964) 34 Comp Cases 336 (Mad).
(3) Filing of Form 18.-File the notice of change of
the Registered office with the Registrar of Companies of the new State in Form
No. 18 within thirty days from the date when the change becomes effective,
after paying the requisite filing fee as per Schedule X as substituted by SO
419(E), dated 27-4-2000, w.e.f. 1-5-2000.
(4) Alteration to be
noted.-Make necessary changes in every copy of the Memorandum of
Association, letter heads, vouchers, registers, office papers, records, books,
documents, signboards, common seal etc.
(5) Notification of change
in newspapers.-Notify
the change of registered office in the newspapers.
(6) Information to stock
exchange.-If
the shares of the company are listed with any recognised stock exchange then
notify the change of Registered Office to the concerned stock exchange,
The State. wherefrom the registered office is being proposed to be transferred cannot validly put up the plea of loss of revenue due to transfer of the registered office but such State may do so as a creditor in respect of arrears of revenue due from the petitioner company to the State. Bharat Commerce & Industries Ltd. v. TS. Wadia, (1974) 44 Comp Cases 465.
Jurisdiction of the change
of the registered office should be limited to Indian territory only. Thus, a
company cannot pass a Special Resolution altering its Memorandum of Association
so as to shift its registered office from one country to another nor has the
Company Law Board any Jurisdiction to sanction such alteration. Krimens Oil
Mills Private Ltd. v. Registrar of Companies, (195 8) 2 MLJ 141 : AIR 1958 Mad
450.
Shifting of Registered
Office
S. 17-Public
Notice shifting of registered office (Another format)
BEFORE THE COMPANY LAW
BOARD, NORTHERN REGION BENCH NEW DELHI
In the matter of the
Companies Act, 1956 (1 of 1956) Section 17.
AND
In the matter of ________having its Registered
Office at_____
Notice in pursuance of the
provisions of Section 17 of the Companies Act, 1956, and Regulation 36 (1) (1)
of the Company Law Board Regulations 1991 in regard to a proposal for
alteration of the Memorandum of Association of the company is hereby given that
the above named Company proposes to file before the Company Law Board, Regional
Bench a petition under Section 17 of the Companies Act, 1956 for confirmation
to the alteration of its Memorandum of Association resolved by a Special
Resolution by the members of the Company at its Annual General Meeting held on
____amending Clause II of the Memorandum of Association to shift its Registered
Office from National Capital
Territory of Delhi to the State of Maharashtra.
Any person whose interest is
likely to be affected by the proposed alteration of the Memorandum of
Association may deliver or cause to be delivered or send by registered post his
objection supported by an affidavit stating the nature of his interest and
grounds of opposition to the Bench Officer, Company Law Board, Northern Region
Bench, Shastri Bhavan, 5th Floor, 'A' Wing Dr. R.P. Road, New Delhi- 110
00 1 and also to the petitioner company at its registered office at the address
mentioned above, within twenty one days from the date of publication of this
notice.
For and behalf of
X Y Z Limited
Company Secretary
1. Publication of notice.
Where a petition for change
of the Registered Office from one state to another is to be filed before the
Company Law Board a general notice is required to be published at least once in
the daily newspaper in the regional language of the state is which the
registered office is situated and once in English in an English newspaper circulating
In the state indicating therein the substance of the petition and also stating
that any person whose interest is likely to be affected by the proposed
alteration may intimate the nature of his interest and grounds of opposition to
the Bench Officer within twenty-one days of the publication of the notice
and also to the petition company at its registered office.
2. Serving copy of petition on the State Government
The notice together with a
copy of the petition is also to be served by the company by registered post on
the Chief Secretary of the State Government I n which the registered office of
the company is situated or on the administrator/Lt. Governor where the
registered office is situate in a Union Territory.
3. Proof of despatch.
An affidavit as proof of the
despatch publication and service of the notices should be enclosed with the
petition.
Memorandum of Appearance
Regn. 18(3)-Prescribed
format of memorandum of appearance of the authorised representative
FORM NO. 5
(See Regulation 18(3))
MEMORANDUM OF APPEARANCE
To
The
Bench Officer,
In the matter of
_____Petitioner
V.
_________Respondent
(C.P ____of 2003_____)
Sir,
Please
take notice that I ______Secretary in whole-time practice duly authorised
to enter appearance and do hereby enter appearance on behalf of X Y Z Limited,
the Petitioner, in the abovementioned petition.
A copy of the Resolution passed by the Board of
Directors authorising me to enter appearance alid to act for every purpose
connected with the proceedings for the Petitioner, is enclosed, duly signed by
me for identification. Yours sincerely, Secretary in whole-time practice,
15, Parliament Street, New Delhi 110 001.
Tel. No . ______
Dated _____day of____2003
Encl: as aforesaid
Notice regarding proposed alteration
of Company's Memorandum of Association
(Another format)
BEFORE THE COMPANY LAW BOARD
Northern Region Bench, New
Delhi
In the matter of the
Companies Act, 1956, Section 17
AND
In the matter of RUSHABH INFOSOFT LTD. having its registered office
AND
RUSHABH INFOSOFT LTD. ___________Petitioner
Subject: Special notice to the State Government in
pursuance of Rule 36(2) of the Company Law Board Regulations 1991, regarding
proposed alteration of the company's Memorandum of Association.
To
The Chief Secretary,
Dear Sir,
The company proposes to make
a petition to the Company Law Board, Western Region Bench, Bombay, under
section 17 of the Companies Act, 1956 (1 of 1956) seeking confirmation of the
alteration in the Memorandum of Association of the company in terms of the
Special Resolution passed at its Annual General Meeting held on____the____2003___to enable the Company
to shift its registered office from the State of Maharashtra to Bangalore in
State of Karnataka. A
copy of the complete set of petition is enclosed.
2. A demand for sales tax
amounting to Rs. 2,50,000 which the company did not acknowledge as its debt,
has been referred Linder an appeal to the High Court; except the above it
appears, the State Government seems to have no other claim on the company.
3. If you desire to oppose
the confirmation of the proposed alteration, please deliver or cause to be delivered
or send by registered post your objections supported by affidavit, in original,
to the Bench Officer, Company Law Board, Western Region Bench, N.T.C. House,
2nd Floor, 15, Narottam Morarjee Marg, Ballard Estate, Mumbai 400 038, and a
copy thereof to the company's registered office mentioned above, within twenty-one
days from the date of receipt of this notice failing which, please note that
you will be deemed to have consented to the alteration and the matter will be
disposed of ex parte accordingly.
Yours faithfully,
FOR AND ON BEHALF OF THE
PETITIONER
Dated the ____2003____ Director.
Encls : As aforesaid.
Correction in Date of
Meeting
CORRIGENDUM
X Y Z Limited
In NOTICE dated _______under Section 17 of the
Companies Act, 1956 which was published on ___the date of Extraordinary
General Meeting may be read as _____in
place of______ All other
matter
will remain the same.
Place: For
X Y Z Limited
Date: Director
Notice/intimation
under section 43A
1. Private Company to become
a public Company.-The grounds upon which a private company shall become
public by virtue of various sub-sections of section 43A are :
(1)Where not less than
twenty-five per cent of the paid-up capital of the private company
having share capital is held by one or more public companies and/or private
companies which are subsidiaries of public companies.
(1A) Where average annual turnover of a private
company is not, during the relevant period, less than rupees twenty five
crores.
(1B)Where not less than twenty-five per cent
of the paid-up share capital of a public company, having share capital,
is held by the concerned private company.
(1E)Where a private company invites deposits from the public or
renews deposits from the public.
2. Intimation to Registrar
of Companies-En sure to give Intimation to the Registrar of Companies
within three months from the date on which the company becomes a deemed public
company on payment of the prescribed filing fee.
3. Forwarding of Certificate
of Incorporation to Registrar.-Forward to tile Registrar of Companies the
Certificate of Incorporation issued to the Company for deletion of the word
"private" before the word "Limited".
4. Alteration in Memorandum
and Articles etc.-On receipt of Certificate of Incorporation from the
Registrar of Companies duly altered, effect necessary alteration in the
memorandum and articles, Common Seal, name board and other documents.
5. Compliance with
provisions of the Act.-It may be noted that where a Private Company
becomes a public company all the provisions of the Act except those where
relaxation is permitted will have to be complied with.
6. Effect of increase in
ceiling of average annual turnover.-For determining the date from which a
private company shall become a public company consequent upon increase in the
ceiling of average annual turnover, 23rd November, 1998 which is three months
earlier to 23rd February, 1999, will be the material date. It is, therefore,
clarified that private company whose last date during the period from 23-11-98
to 22-2-99 and its average annual turnover for 3 consecutive
financial years was Rs. 10 crores or more but less than Rs. 25 crores, shall
not become a deemed public company by virtue of subsection (1A) of section 43A.
Notice by a Company for
change of Status from "Limited" to "Private Limited"
S. 31(l)-Publication
of notice of application for Conversion of a public company into private
An application has been made
to the Registrar 6f Companies, Kanpur (delegated by the Central Government) for
grant of permission changing the company status from "Limited" to
"Private Limited".
Any person whose interest,
if any, is affected by such changes may oppose the application within three
weeks from the date of the publication of Notice to Director, Company Law
Board, Northern Region, 10/499B Allen Ganj, Khalasi Line, Kanpur 20800.
By order of the Board
Place: For
XYZ Limited
Dated: Director
S. 73-Public
Notice informing shareholders about despatch of letters of offer
X Y Z LIMITED
REGD. OFFICE ..........
NOTICE TO SHAREHOLDERS
The shareholders of the
Company are hereby informed that the Letters of Offer and Composite Application
Forms (CAF) in respect of issue of ____equity shares of Rs. 10/- each for
cash at par aggregating Rs.___ on rights basis in the ratio of equity shares for every 2 equity shares held
to the shareholders whose names appear in the register of members of the
company as on____ have been mailed by Registered Post.
The shareholders who do not
receive the same within a reasonable period, may contact the Registrars to the
Issue quoting their registered folio number to enable them to send duplicate
form.
Issue opens on 3rd
September, 2003
Last date for receiving requests for split forms 17th
September, 2003
Place: For
X Y Z Limited
Date: Secretary
Composite Notice to Members
of the Company
X Y Z LIMITED
REGD. OFFICE ...........
The Shareholders of the
Company are hereby informed that the Letter of Offer and Composite Application
Form in respect of the issue of____ Equity Shares of Rs. 10/- each for
cash at a premium Shares of Rs. 5/- per share to the existing Equity
shareholders of the Company on Rights basis in the ratio of one share for every
two shares held by them aggregating Rs.___ have been already mailed by
Registered post to the shareholders of the Company whose name(s) appear on the
Register of Members as on record date i.e ____The shareholders who do not
receive the same within a reasonable period may contact Shares Department____ at the address mentioned
above, quoting their Registered Folio number to enable them to send a
duplicate form.
In case the shareholder has
neither received the original application form nor is he in a position to
obtain the duplicate form, he may make the application to subscribe to the
Rights Issued on a plain paper having therein necessary particulars like name,
Address, Ratio of Rights, Issue price, Number of shares held, Ledger Folio
Number, Number of shares entitled to and applied for, additional shares, if
any, amount paid along with application, particulars of cheque/demand draft
etc. Such applications should be sent by Registered post to the Registered
Officer of the Company. Please note that those who are making applications in
other than on Standard Form shall not be entitled to renounce their rights and
should not utilize the Standard Form for any purpose Including renunciation
even if it is received subsequently. If he/she violates any of these
requirements, he/she shall fall into the risk of rejection of both the
application as well as forfeiture of amount remitted along with the
application.
Issue opens on 12th
July, 2003
Last date for receiving request for split forms 27th
August, 2003
Issue closes on 11th
September, 2003
Place: For
X Y Z Limited
Date: Company
Secretary
Information to Shareholders
regarding despatch of letter of offer and composite Application Form for Right
Issue
A B C Limited
REGD. OFFICE ..........
Rights Issue of Equity shares of Rs. 10/- each
at a premium of Rs. _____per share to the Equity shareholders of the company
aggregating Rs ____lakhs.
Letter of offer and
Composite Application Forms for the above issue have been despatched Under
Registered Covers to those shareholders whose names appeared on the Register of
Members of the Company as on ____(the Record Date).
I Shareholders who have not
received the original Composite Application Forms within a reasonable period
should contact the Registrars to the Issue for obtaining the duplicate forms.
In case they are not in a position to obtain duplicate forms, they may make the
application on a plain paper together with Cheque/Draft to be drawn in favour
of ____(Name of Bank) A/c. A B C. Rights issue or stock invest drawn in favour
of A B C Limited Limited-Rights Issue crossed "A/c Payee only"
payable at Such applications should
clearly state therein (a) Folio No. (b)
Name and Address of the applicant (c) No. of Equity shares held on the Record
Date (d) No. of shares entitled as per the Rights ratio of one Equity Share for
one Equity Shares held (e) No. of additional shares applied -for (f)
Amount paid (Rs. ___ per__share) (g) Cheque / Draft/ stock invest no date and
bank on which drawn, and (h) Permanent Account No ___No. in case of application
where the aggregate face value of shares exceeds Rs ____Such application should
be signed by all the holders of the shares and sent by registered Post to the
Registrars to the Issue before the Issue closing date.
Attention of the
Shareholders is drawn to the fact that those who are making applications as
above would not be entitled to renounce their Rights. The above facility is
only for those Shareholders who have not received the Composite Application
Form and who are unable to obtain the duplicate. Those using the Composite
Application Form and also applying as above shall face the risk of rejection of
both the applications and if the application is made in violation of the
above, the amount remitted along with Composite
Application Form shall be liable for forfeiture.
Place: Managing
Director
Date:
REGISTRAR TO THE ISSUE
A B C LIMITED.
(Address)
Notice about making an
application for extension of time for exemption u/s. 58A(8)
S. 58A(8)-Publication
of notice of application for extension of time for exemption
XYZ Ltd.
Registered Office
...........
Notice is hereby given that
the above named company proposes to apply to the Central Government for
extension of time to comply with, or for exemption from all or any of the
provisions of section 58A of the Companies Act, 1956, relating to acceptance of
deposits from public under the Companies (Application for Extension of Time or
Exemption under sub-section (8) of section 58A) Rules, 1979. A copy of
the application made is available for inspection at the registered office of
the company mentioned above during the working hours. Any interested person may
send his objections, if any, to the Central Government by means of letter
addressed to the Secretary, Department of Company Affairs, 5th floor, 'A' Wing,
Shastri Bhavan, New Delhi, so as to reach him within thirty days from the date
of publication of this notice.
Place By
Order of the Board
Date Secretary
Notice of redemption of
preference shares
S. 80/80A-Notice
to holders of preference shares about redemption of preference shares
X Y Z Ltd.
(Registered Office ............)
To
Sirs,
Take notice that, in
accordance with the terms of issue dated _____of____13.5% cumulative redeemable
preference share of Rs. 100/ each, the company will redeem the said preference
shares on or after or your surrendering
the share certificates duly discharged.
By Order of the Board
Dated _____of
____2003 Secretary
Section 72 regulates the
period and the manner of opening of subscription list, period for revocation,
etc. An applicant of shares has liberty to withdraw his application before the
allotment is made. This legal position has set in motion two unhealthy
tendencies. In some cases the subscription list is closed on the very day it is
opened; consequently the general public has very little time to make up their
mind for the subscription to the issue and there is another class of persons
who will rush to invest in good shares on a large scale with a view to reaping
a quick profit on resale at a premium but would quickly withdraw the
application on the slightest prospect of the issue being found unpopular. Sub-section
(1)(a) of section 72 made provisions to eradicate the evils involved in an
issue of shares, discussed above. It states that no allotment shall be made of
any shares or debentures of a company in pursuance of a prospectus issued
generally, and no proceedings shall be taken on application made in pursuance
of a prospectus so issued, until the beginning of the fifth day after that on
which the prospectus is first so issued. In sub-clause (c) of the said section,
it has been clarified that beginning of fifth day may be counted from the
time/date of the opening of the subscription list. The general notice in the
newspaper regarding opening of a subscription list and the closing thereof, has
a significance in terms of section 72 besides complying with the regulatory
provisions of the Stock Exchange(s) where the shares have been applied for to
be listed. The validity of an allotment will not be affected by any
contravention of the provisions of section 72 but in the event of any such
contravention, the company and every officer of the company who is in default
will be punishable with fine of Rs. 50,000/-. Provisions of this section
after the commencement of the Companies (Amendment) Act, 2000 are to be
administered by SEBI only for listed companies as well as for companies which
intend to get listed.
Notice of opening of
subscription list through newspaper advertisement
S. 72-Notification
through newspaper advertisement regarding opening of subscription list
RUSHABH MANAGEMENT &
INFOSYS
The subscription list for
the public issue of 6,00,000 equity shares of Rs.10/- each at a premium of Rs.
4/- per share for cash will be opened on 2003,____and
will be closed on 2003
Issued by the Manager to the Issue:
Merchant Banking Division of Lloyds Bank,
Dated ____of___2003
Notice of closing of
subscription list through newspaper advertisement
RUSHABH INFOSOFT LTD.
Dated
the ___2003
The public issue of 3,00,000 equity shares of Rs.
10/- each at a premium of Rs.4 per share having been over-subscribed
for cash closes today, the ___2003___ at the close of the banking hours for the
day.
The Directors of the Company thank the investing
public for their gratifying response to the issue.
Issued by the Manager to the issue:
Merchant Banking Division of Lloyds Bank Ltd.,
Dated___of___2003
Statement to the Registrar
regarding payment of underwriting commission
S. 76-Statement
to the Registrar regarding payment of underwriting commission
FORM NO. 4
No. of company .............
The Companies Act, 1956
Statement of the amount or rate per cent of the
commission payable in respect of share s/debenture s and of the number of
shares/debentures for which persons have agreed for a commission to subscribe
for absolutely or conditionally.
(Pursuant to section 76)
Name of the company
___________________________Limited/Pvt. Limited
Presented
by__________________________________________________
___________________________________________________
____________________________________________________________________________________
Name of the company Limited/Private
Limited/No.
____________________________________________________________________________________
Articles of Association authorising commission
Particulars Paid
Rs.
of amount paid or
Payable as commission for subscribing or agreeing to Payable
Rs.
subscribe, or procuring or agreeing to procure
subscriptions
for any shares/debentures in the company or
Rate of such commission ______ Rate
per cent
Date of circular or notice (if any) not being a
prospectus, Date
inviting subscriptions for the share s/debentures
and
disclosing the amount or rate of the commission
Number of shares/debentures which persons have
agreed for a commission to subscribe
(a)
absolutely No.
(b)
conditionally No.
Signature of all the
Directors or of their Agents authorised in writing
Dated
the ____day of____2003____
Section
95-Consolidation of share capital, conversion of shares into stock, etc.
If a company having share capital has
(a) consolidated and divided its shared capital into
shares of larger amount than its existing shares;
(b) converted any shares into stock;
(c) re-converted any stock into shares;
(d) sub-divided its shares or any of them;
(e) redeemed any redeemable preference shares; or
(f) cancelled any shares, otherwise than in
connection with reduction of share capital under sections 100 to 104.
The company shall, within thirty days after doing
so, give notice thereof to the Registrar specifying, as the case may be, the
shares consolidated, divided, converted, subdivided, redeemed or cancelled, or
the stock reconverted . This notice is to be given to the Registrar in Form No.
5 of the Companies (Central Government's) General Rules & Forms, 1956. This
form is meant for various use, as listed under items (a) to (f) above. The form
may be used for notifying the Registrar any of the changes in the structure of
capital of the company and one form may be used for notifying more than one
ground listed under items (a) to (f) above. If default is made in complying
with the aforesaid requirement of section 95 the company and every officer of the
company who is in default will be punishable with fine of Rs. 500/- for
every day during which the default continues.
Letter to Stock Exchange
enclosing altered Memorandum of Association
S. 95-Letter
to Stock Exchange enclosing altered Memorandum of Association
RUSHABH MANAGEMENT &
INFOSYS
The Secretary,
Dear Sir,
Re:
Altered Memorandum of Association-Pursuant to consolidation of share
capital
In terms of clause____ of the Listing Agreement, we
are herewith enclosing six copies of
our company's Memorandum of Association disclosing the alterations effected to
the equity capital of the company, pursuant to the decision of the gen
eral body to consolidate the issued and fully paid-up
equity shares of the company.
Yours faithfully,
Date: ForRUSHABH INFOSOFT LTD.
Secretary
Letter to Stock Exchange
enclosing amended Memorandum of Association
S. 94A-Letter
to Stock Exchange enclosing amended Memorandum of Association
The Secretary,
Re: Amendments to the Authorised Capital as per
Central Governments' Order
Dear Sir,
In
terms of clause ____of the Listing Agreement, we are enclosing here with six copies of the company's Memorandum
of Association containing amendments to the Authorised Capital pursuant to the
order of the Central Gov ernment dated under
section 81(4) of the Companies Act.
Yours faithfully,
RUSHABH MANAGEMENT &
INFOSYS
Date: Secretary
RUSHABH MANAGEMENT &
INFOSYS
The Secretary, Date:
Dear Sir,
This is to inform you that pursuant to the order of
the Central Government dated____2003,____ under Section 81(4) of the Companies
Act, 1956, the authorised capital of the company stands increased froin Rs .
_____consisting of equity shares to Rs . ____consisting of______ equity shares.
Yours faithfully,
RUSHABH MANAGEMENT &
INFOSYS
Secretary
Letter to Stock Exchange
enclosing amended Memorandum of Association
S. 94-Letter
to Stock Exchange enclosing amended Memorandum of Association
The Secretary,
Re: Increase in Authorised
Capital
Dear Sir,
In terms of clause ____of the Listing Agreement, we
are herewith enclosing six copies of the company's Memorandum of Association
containing amendments pursuant to the increase in the Authorised Capital.
Yours faithfully,
RUSHABH MANAGEMENT &
INFOSYS
Letter to Stock Exchange enclosing
notice of meeting for increase of authorised share capital
S. 94-Letter
to Stock Exchange enclosing meeting notice for increase of Authorised Share
Capital
RUSHABH MANAGEMENT &
INFOSYS
The Secretary,
Dear Sir,
Re: Extraordinary General
Meeting to consider
increase of Authorised Share
Capital
In terms of clause _____of the listing agreement, we
are enclosing three copies of the notice and Explanatory Statement for the
Extra-ordinary General Meeting of the company, proposed to be held at
____A.M. on____ the day of ____2003 at the Registered Office of the company for
the purposes of considering the increase in the Authorised Share Capital of the
company from Rs.________ Consisting of equity
shares to Rs .________consisting of ______equity shares.
Yours faithfully,
Date: RUSHABH
MANAGEMENT & INFOSYS
Secretary
Letter to Stock Exchange
enclosing Extraordinary General Meeting's Minutes
S. 95-Letter
to Stock Exchange, enclosing Extraordinary General Meeting's Minutes
RUSHABH MANAGEMENT &
INFOSYS
The Secretary,
Dear Sir,
Re: Extraordinary General Meeting for consolidation
of share capital
In terms of Clause ______of the listing Agreement,
we are enclosing a certified copy of the minutes of the 'Extraordinary General
Meeting of the Company held____2003 wherein the shareholders of the company
signified their concurrences for the consolidation of the issued and paid-up
equity capital of the company from Rs ._____consisting of equity shares of Rs
.____each to Rs .____consisting of equity
shares of Rs . ____each.
Yours faithfully,
ForRUSHABH INFOSOFT LTD.
Date: Secretary
Letter to Stock Exchange
enclosing notice for sub-division of shares
RUSHABH MANAGEMENT &
INFOSYS
Dear Sir,
Re: Extraordinary General Meeting to consider sub-division
of shares
In terms of Clause ______of the Listing Agreement,
we are herewith enclosing three copies of the notice and Explanatory Statement
of the Extraordinary General Meeting proposed to be held at ____A.M. on the
____day of ____2003 for the purposes of considering the sub-division of
the issued and subscribed fully paid-up equity capital of the company of
Rs . _____comprising of ____equity shares of Rs. 100/- each into Rs
.____comprising of equity shares of Rs . ____each.
Yours faithfully,
RUSHABH MANAGEMENT &
INFOSYS
Secretary
Letter to Stock Exchange
enclosing amended Memorandum of Association
S. 95-Letter
to Stock Exchange enclosing amended Memorandum of Association
RUSHABH MANAGEMENT &
INFOSYS
The Secretary,
Dear Sir,
Re: Amended Memorandum of Association
In terms of Clause ____of the Listing Agreement, we
are herewith enclosing six copies of our Memorandum of Association duly
amended consequent upon the conversion of ___equity shares of Rs ._____each
into ordinary
stock worth Rs .
Yours faithfully,
RUSHABH MANAGEMENT &
INFOSYS
Date: Secretary
Letter to Stock Exchange
seeking listing of converted stock
S. 95-Letter
to Stock Exchange seeking listing of shares converted from stock
RUSHABH MANAGEMENT &
INFOSYS
The Secretary,.
Dear Sir,
Re: Listing of converted
stock
Pursuant to the resolution
of the shareholders of the Company passed at an Extraordinary General Meeting
held on signifying their consent for the conversion of ____equity shares of
Rs.____ each into ordinary stock worth Rs . ___we are herewith enclosing the
requisite application for listing you Stock Exchange, the said ordinary stock
worth Rs . ___in place of _______equity shares of Rs .______each, already
listed with you.
Yours faithfully,
RUSHABH MANAGEMENT &
INFOSYS
Date: Secretary
Re: Conversion of shares
into stock
S. 95-Letter
to Stock Exchange regarding re-conversion of shares into stock
RUSHABH
MANAGEMENT & INFOSYS
The Secretary,
Dear Sir,
Re: Conversion of shares
into stock
This is to inform you that
the shareholders of the company, at an Extraordinary General Meeting held on
____signified their concurrence for the conversion of _____fully paid-up
equity shares of Rs . ______each into ordinary stock worth Rs . ____
A certified copy of the
General Body resolution is enclosed for your reference.
Yours faithfully,
RUSHABH MANAGEMENT &
INFOSYS
Date: Secretary
Conversion of shares into
stock
RUSHABH MANAGEMENT &
INFOSYS
The Secretary,
Dear Sir,
Re: Extraordinary General
Meeting for considering conversion of shares into stock
In terms of Clause _____of
the Listing Agreement, we are sending here with three copies of the notice and
explanatory statement of the Extra-ordinary General Meeting of the
Company, proposed to be held at A.M.
on the____ day of ____2003, at ____for considering and if thought fit to pass,
a resolution for converting _____fully paid up equity
shares of the company into
ordinary stock worth Rs .
Yours faithfully,
Date: ForRUSHABH INFOSOFT LTD.
Secretary
Listing of Shares after
consolidation
S. 95-Letter
to Stock Exchange, regarding listing of shares after consolidation
RUSHABH MANAGEMENT &
INFOSYS
The Secretary,
Dear Sir,
Re: Listing of the
consolidated shares of the company
The shareholders of the
company at an Extraordinary General Meeting held on____ signified their
approval to the consolidation of the issued and fully paid-up equity
share capital of the company from Rs . ____consisting of_____equity shares of
Rs . ____each to____ equity shares of the_____ each.
We are, therefore, enclosing
the necessary application seeking listing of the consolidated shares at the
revised face value of Rs .____each in place of the existing face value of Rs
._____ each.
Yours
faithfully,
RUSHABH INFOSOFT LTD.
Date: Secretary
Letter to Stock Exchange enclosing notice of meeting for consolidation
of equity shares
RUSHABH INFOSOFT LTD.
The Secretary,
Dear Sir,
Re:
Extraordinary General Meeting of the company to consider consolidation of
share capital
In accordance with Clause
______of the Listing Agreement, we are enclosing the three copies of the Notice
and Explanatory Statement for the Extraordinary General Meeting of the Company
to be held at ___A.M., on ___the day of ____2003_____at____for the purposes of
considering the consolidation of the Company's equity shares in terms of the
resolution set out in the enclosed notice.
Yours
faithfully,
RUSHABH INFOSOFT LTD.
Date: Secretary
Consolidation of share capital
S. 95-Letter
to Stock Exchange informing consolidation of share capital
RUSHABH INFOSOFT LTD.
The Secretary,
Dear Sir,
Re: Consolidation of the company's share capital
This is to inform you that
the shareholders of the above Company at an Extraordinary General Meeting held
on ___have signified their consent for the consolidation of the issued and
fully paid-up equity capital of the company comprising of 10,000 equity
shares of Rs. 10/- each into ____equity shares of Rs. ____each.
A certified copy of the
General Body resolution is enclosed for your immediate reference.
Yours faithfully,
RUSHABH INFOSOFT LTD.
Date: Secretary
Notice of Consolidation, Division etc./Increase in Share
Capital/Increase in Number of Members
Registration No .
...............
Nominal capital Rs .
...........
Notice of Consolidation, Division etc./Increase in
Share Capital/Increase in
Number of Members
(Pursuant to sections 95, 97/94A(2)/81(4))
Name of the company
..............
Notice is hereby given
..............
1. in accordance with section 95 of the Companies
Act, 1956 that
2. in accordance with section 97 of the Companies
Act, 1956, that by ordinary resolution/Special Resolution of the company dated
the day of ____2003____
(i) the authorised share
capital of the company has been increased by the addition thereto of the sum of
Rs. ___ beyond the present authorised
capital of Rs. _____
(ii) that the number of
members in the company has been increased by the addition thereto of members
beyond the present registered number of ______
3. (i) in accordance with sub-section (3) of
section 94A of the Companies Act, 1956, that the share capital of the company
has been increased beyond the present authorised capital of Rs .____by Rs
._____consequent upon an order dated of the Central Government under sub-section
(4) of section 81 or sub-section (2) of section 94A of the Act on an
application made by it by (here mention the name of the financial institution)
for conversion of debentures/loans into shares;
(ii) a copy of the aforesaid
order was received by the company from the Central Government on _____;
4. the additional capital is
divided as follows
________________________________________________________________________________________
No. of shares Class
of shares Nominal
amount of each share
________________________________________________________________________________________
(1) (2) (3)
The conditions (e.g., voting
rights, dividend rights, winding up rights etc.) subject to which new shares
have been issued, are as follows (if any of the new shares are preference
shares state whether they are redeemable or not).
Signature
.......................
Name
............................
(In
Block Capitals)
Designation
Dated the ..... day of ............. 2001………
Section 97-Increase in share capital
or of members
Where a company, having a
share capital, has increased its authorised share capital beyond the existing
authorised capital and where a company, not being a company limited by shares,
has increased the number of its members beyond the registered number, it shall
file with the Registrar, a notice of the increase of capital or of members
within thirty days after the passing of the resolution authorising the
increase. This notice is not necessary when the issued, subscribed or paid-up
share capital is increased.
The notice, to be given as
aforesaid, shall include particulars of the classes of shares affected and the
conditions, if any, subject to which the new shares have been or are to be
issued.
Notice of increase in share
capital and notice of increase in number of members is to be given in Form No.
5 of the Companies (Central Government's) General Rules & Forms, 1956.
If default is made in
complying with section 97, the company and every officer of the company who is
in default will be punishable with fine of Rs. 500/- for every day during
which the default continues.
Section 94A(3)-Notice of increase of
share capital under an order of the Central Government
Section 81(4) provides that
where any debentures have been issued or any loans have been obtained by a
public limited company from the Government, the Central Government may if in
its opinion it is necessary in the public interest so to do, by order direct
that such debentures or loans or any part thereof shall be converted into
shares in the company on such terms and conditions as the Government may impose
even if the terms of issue of such debentures or loans do not include such an
option for conversion. Similarly section 94A(2) provides that any public
financial institution may with the previous approval of the Central Government
convert such debentures or loans of a company held by it into shares of that
company.
In both the above cases the
conditions of the memorandum of the concerned company shall stand altered and
the nominal share capital of such company shall stand increased by an amount of
the value of the shares into which such debentures or loans has been converted.
Now by virtue of section 94A(3) it is the duty of the company to file a return
within thirty days of the receipt of the copy of the Central Government's order
directing such increase, to the Registrar of Companies with regard to the
increase of share capital so effected in Form No. 5 of the Companies (Central
Government's) General Rules & Forms, 1956.
If the company files Form
No. 5 after receipt of the order, then it would be stopped from making an
appeal to the Court under section 81(7). If the company makes an appeal against
the order of the Central Government and the Court confirms the order by its
order, then this form is to be filed within thirty days of the Court's order.
Section 107-Rights of dissentient
shareholders
If any class of shareholders
of not less than ten per cent in the aggregate of the issued shares of that
class do not agree to any variation of right attached to that class of shares,
they may apply to the Court, to have the variation cancelled, and where any
such application is made, the variation shall not have effect unless and until
it is confirmed by,the Court.
Under sub-section (5)
of section 107, the company concerned has to notify in prescribed Form No. 21
of the Companies (Central Government's) General Rules & Forms, 1956, to the
Registrar forwarding therewith a copy of the Court's order. This notice is to
be filed within thirty days of the receipt of the Court's order.
If default is made in
complying with this provision the company and every officer of the company who
is in default will be punishable with fine of up to Rs. 5001-.
Increase of authorised capital
S. 94-Notice to Stock Exchange regarding increase of
Authorised Capitals.
RUSHABH INFOSOFT LTD.
The Secretary,
Dear Sir,
Re
: Notice of increase in authorised share capital
This is to inform you that
the shareholders of the above company at an Extraordinary General Meeting held
on___,I accorded their consent for an increase in the Authorised Share capital
of the company from Rs. ___consisting of shares
to Rs. ____consisting of ____shares.
A certified copy of the
above general body resolution and a copy of the company's Memorandum and
Articles of Association duly incorporating the above modifications are enclosed
for your reference.
Yours faithfully,
RUSHABH INFOSOFT LTD.
Date: Secretary
Meeting of shareholders to consider consolidation of Equity Shares
S. 94-Notice of meeting of shareholders to consider
consolidation of Equity Shares
RUSHABH INFOSOFT LTD.
Regd.
Office:
NOTICE
Notice is hereby given that
an Extraordinary General Meeting of the Company will be held at the registered
office of the Company at Dhantoli, Nagpur 440012 on the___ day of____2003___ at___ A.M./P.M. to consider and, if
thought fit, pass the following resolution with or without modification, as
ordinary Resolutions.
RESOLVED that pursuant to
the provisions of Section 94(l)(b) of the Companies Act, 1956, every 5 fully
paid equity shares of Rs. 2/- each in the capital of the Company be
consolidated into one equity share of Rs. 10/- fully paid-up.
BY
ORDER OF THE BOARD
(XYZ)
Date :___ SECRETARY
Notice of the Court's/Company Law Board's Order
Form No. 21
Registration No ................
Nominal capital Rs ...............
The Companies Act, 1956
Notice of the
Court's/Company Law Board's Order
(Pursuant to section
..............)
I . Name of the company.
2. Name of the Court/Company Law Board with
location.
3. Date of passing the order.
4. Section of the Companies Act, under which order
passed. An authenticated copy of the order is attached.
Signature
.......................
Name
............................
(In Block Capitals)
Designation
Dated the ____day___of 2003
Notice by the nominee to the
Board
To
The
Board of Directors
XYZ
Limited
Dated
___2003
Sir,
I PNQ is a nominee of the
deceased shareholder/debenture holder Shri ABC whose folio number was___and was
holding equity share/debentures of your
company. Shri ABC died on ___and a photocopy of his death certificate attested
by the Notary Public is enclosed.
I have decided to be
registered as the shareholder/debenture holder of your company in place of the
deceased share-holder/debenture holder Shri ABC.
Please have my name entered
in the Register of Members/Debenture holders of your company in place of the
deceased shareholder/debenture holder Shri ABC.
Thanking you
Yours faithfully
(PNQ)
Nominee
Encl. : Attested Photocopy
of death certificate.
Notice by the Board of
Directors to the nominee
RUSHABH INFOSOFT LTD.
Dated ___2003
To
Shri PNQ,
Dear Sir,
You are the nominee of Shri
ABC who was a shareholder/debenture holder of our company holding ___equity shares/
_____debentures of our company
We have come to know that Late Shri ABC died on
____2001 and you being his nominee can either register yourself as the
shareholder/debenture holder of our company or transfer the aforesaid share
s/debentures to a person of your choice. Please let us know whether you would
like to elect yourself to be registered as a shareholder/debenture holder of
the company or transfer the shares or debentures to others.
Please comply with this
requirement within 90 day& from the date of this notice, failing which the
board thereafter will withhold payment of all dividends, bonuses and other
monies payable in respect of the shares/debentures mentioned above of the
deceased shareholder/debenture holder.
Thanking you,
Yours faithfully,
BY ORDER OF THE BOARD
SECRETARY
Section 109B has been
inserted by the Companies (Amendment) Act, 1999 with effect from 31st October,
1998 providing for the nominee of a deceased shareholder or debenture holder
either to elect himself to be registered as a holder of a share or debenture or
to make such transfer of the share or debenture as the deceased shareholder or
the debenture holder could have made. In case the nominee elects to have
himself registered as the shareholder of the company he should send a notice in
writing along with death certificate of the deceased shareholder or the
debenture holder stating that he wants to be elected so. The Board of Directors
has the power to make the nominee to produce any such evidence as it may deem
fit before accepting his notice for transmission and registration.
Whether the nominee of the
deceased shareholder or the debenture holder elects himself to be registered as
the shareholder or debenture holder or makes a transfer of shares or debentures
transmitted in his favour by operation of law, the Board of Directors of a
company in either case has the same right to decline or suspend registration as
it would have had if the deceased share holder or debenture holder as the case
may be had transferred the shares or the debentures before his death. Although-
the nominee is required to send the notice to the Board informing it about his
decision to be registered as a shareholder or a debenture holder in place of
the deceased shareholder or debenture holder, the Board of Directors of the
company can at any time give notice to the nominee requiring him to elect
either to be registered himself or to transfer the shares or debentures. If the
said notice is not compiled with within ninety days, the Board may thereafter
withhold payment of all the dividends, bonuses or other monies payable in
respect of the shares or debentures until the requirements of the notice have
been compiled with.
Section
111-Company's power to refuse registration of transfer or transmission of
shares
Within the sphere of the
provisions in the Articles of Association of a company, it is empowered to refuse
to register the transfer of or transmission by operation of law to the right
to, any shares or interest of a member in, or debentures of the company.
If the company refuses,
whether in pursuance of any power under its articles or otherwise, to register
the transfer or transmission of shares by operation of law of the rights, any
shares or interest of a member in or debentures of, the company it shall within
two months from the date on which the instrument of transfer, or the intimation
of such transmission, as the case may be, was delivered to the company, send
'notice' of the refusal to the transferee and the transferor or to the persons
giving intimation of such transmission, as the case may be, giving reasons for
such refusal. On and from 20th September 1995 this section is applicable only
to private companies and companies which
have become public under section 43A of the Act. If default is made in
complying with any of the provisions of section 111, the company and every
officer of the company who is in default will be punishable with fine of up to
Rs. 500/- for every day during which the default continues.
Section
111A-Added by Depositories Act, 1996
Section 111A was inserted by
the Depositories Act, 1996 w.e.f. 20th September, 1995 to provide for free
transferability of shares or debentures of a company other than a private
company or section 43A company. Company Law Board has been empowered to direct
rectification of register of members or records of a depository in case a
transfer has been made in contravention of the provisions of SEBI Act, 1992 or
Sick Industrial Companies (Special Provisions) Act, 1985, on an application
made by a depository, company participant, investor or SEBI. These changes have
been made with a view to deal with transfers through depositories and to ensure
free transferability of shares and debentures.
Refusal of transfer of
shares
RUSHABH INFOSOFT LTD.
Dated
the ___2003___
To
Mr. ABC,
Dear Sir, Folio No ______
100 equity shares having consecutive numbers 62301
to 62400
This is to notify you that
the Company has received the above scrip with a transfer deed duly completed
for registration in your name out of the name of Mr. MMP.
It is regretted that
signature of the transferor in the deed materially differs from that of the
specimen recorded with us. While the deed is returned to you for rectification,
we are holding the share scrip unregistered.
Yours faithfully,
RUSHABH INFOSOFT LTD.
Secretary.
CC: Mr. MMP.
For information. He is
requested to inform the Company the details of sale of the shares etc. at an
early date.
Refusal of transmission of
shares
RUSHABH INFOSOFT LTD.
Dated
the ____2003
Notice of refusal of
transmission of shares under section 111 of the Companies Act, 1956
To
Mr. BCD,
Dear Sir,
We regret to learn from your letter dated
___2003___, the death of your father, Shri____ who was a shareholder of this
company for a very longtime.
While we express our
sympathy for the bereaved family, we would point out that your request for
transmission of shares to your name being contrary to the articles of the Company
cannot be entertained by the company.
Pursuant to the articles of
the Company, the executor or administrator of a deceased member (not being one
of several members registered jointly in respect of a share) shall be the only
person recognized by the company as having any title to the shares registered
in the name of such member. Before recognising any executor or administrator,
the Board may require him to obtain a grant of probate or letter of
administration or other legal representation, as the case may be, from a
competent Court in India and having jurisdiction over the National Capital
Territory of Delhi.
To comply with the
provisions of the above articles of the Company, we would request you to obtain
a legal sanction, as detailed above, and send the same to us for our perusal
with the share-scrips, which are hereby returned to you.
Yours faithfully,
RUSHABH INFOSOFT LTD.
Secretary
A private company, or a
deemed public company under section 43A of the Act when it refuses to register
a transfer, or transmission by operation of law, of the right to any shares or
interest of a member, or debentures thereof" is required to send notice of
refusal to the transferee and the transferor or the person giving intimation of'
transmission, within 2 months from the date on which the transfer deed or the
intimation of transmission is delivered to the company. The said company is
also now required to give reasons for such refusal vide sub-section (1).
An aggrieved person, being the transferor or transferee or any other person,
may apply to the Company Law Board under sub-section (2) or (4) against
refusal or for rectification of the register of members, if his name is entered
in the register without sufficient cause, or for omission of his name from the
register or, default in making an entry of his name in the register. An appeal
may be filed within 2 months of the receipt of notice of refusal or within 4
months from the date of lodgment of transfer application in case no notice has been
sent by the said Company.
Rectification
of Register of Members
There is no limitation
period provided for making an application for rectification of register of
members, under sub-section (4) of section 111. The application for
rectification of register of members can be filed by an aggrieved person in any
of the circumstances stated in sub-section (4).
The provisions of section
111 apply to the refusal of registration of both transfer and transmission, by
operation of law, of the shares and debentures in a private company. The
following points may be noted:
(1)An application for the
registration of a transfer of shares in company may be made either by the
transferor or by the transferee (S. 110).
(2) The transfer application
may, where there is no certificate in existence, be delivered along with the
letter of allotment enclosed with it (S. 108).
(3)A transfer executed by
the legal representative of a deceased member is as valid as executed by the
member himself (S. 109).
(4)In the case of partly
paid shares, the transfer shall not be registered unless notice by registered
post is given to the transferee and he does not object for two weeks (S. 110).
(5)If a company refuses to
register of, or the transmission by operation of law of the right to, any
shares or debentures of, the company, it shall within two months of the
lodgment of the instrument of transfer, or intimation of such transmission,
send notice of the refusal, giving reasons for such refusal.
(6)In case of refusal, or
failure or undue delay to register a transfer, or transmission by a company an
appeal lies to the Company Law Board and the Board will by order in writing
either direct the registration of the transfer or transmission or confirm the
refusal and in the former case, may direct the company to pay damages to the
party aggrieved.
(7)Apart from the right of
appeal against refusal of transfer or transmission of shares, the aggrieved
party may, by making an application, move the Company
Law Board for rectification
of register of members. The Board may also decide any disputed question of
title during the course of proceedings for rectification of register of
members.
(8) While adjudicating a
matter relating to transfer or transmission of shares or debentures, or otherwise
involving rectification of register of members of a company, the Company Law
Board is empowered to pass interim orders, including grant of injunction or
stay, incidental or consequential orders regarding payment of dividend and
allotment of bonus or rights shares, and award of costs.
This section relates to
transfer of shares or debentures in respect of a public company (other than a
public company under section 43A) and provides for free transferability of its
shares or debentures. As per proviso to sub-section (2), an aggrieved
transferee may seek remedy by filing an appeal before Company Law Board if
transfer is refused without sufficient cause within 2 months from the date of
lodgment. However, it appears from the proviso, as worded, that no appeal lies
in case transfer is not made or refused within 2 months from the date of
lodgment. In contrast section 111(3) provides for filing an appeal within 2
months from the date of receipt of notice of refusal or within 4 months from
the date of lodgment where no notice of refusal has been sent by the company.
In the absence of any period prescribed for filing an appeal, the same may be
filed without any bar or limitation as in the case of making an application
under section 111(4) for rectification.
Sub-section (3)
relates to rectification of register of members or record of depository in case
any transfer is made in contravention of the provisions of SEBI Act, 1992 or
Sick Industrial Companies (Special Provisions) Act, 1995 or any other law on an
application being made by the aggrieved depository, company, participant or
investor or SEBI within 2 months from the date of transfer. Application filed
beyond the prescribed period of two months will be time barred. Company Law
Board is also empowered to pass interim orders regarding exercise of voting
rights on impugned shares pending final hearing of the application.
Appeal
against orders of Company Law Board
The orders passed by the
Company Law Board under this section are appeal able to the High Court on any
question of law under section 10F. This application should be made to the High
Court of the State in which the registered office of the company is situated.
The said appeal should be preferred within sixty days from the date of communication
of the order of the Company Law Board.
Petition
before the Company Law Board
An appeal under sub-section
(2) or an application under sub-section (4) be made by way of a petition
to the concerned regional double member Bench of the Company Law Board as per
procedure laid down in Company Law Board. Regulations, 1991, along with a fee
of Rs. 500/- and accompanied by the following documents:
Where the company is the petitioner
(1) Copy of the memorandum
and articles of association.
(2) Latest audited balance-sheet
and profit and loss account, auditor's report and directors' report.
(3) Authenticated copy of the extract of the
Register of Members.
(4) Copy of the resolution of the Board or Committee
of Directors (where applicable).
(5) Any other relevant documents.
(6) Affidavit verifying the petition.
(7) Bank draft evidencing payment of application
fee.
(8) Memorandum of appearance with copy of the Board
Resolution or the executed Vakalatnama, as the case may be.
(9) Two extra copies of the petition.
Where the petition is made by any other person
(1) Documentary evidence in support of the statement
made in the petition including the copy of the letter written by the petitioner
to the company for the purpose of registering the transfer of, or the transmission
of the right to any shares or interest in, or debentures as also a copy of the
letter of refusal of the company.
(2) Copies of the documents returned by the company.
(3) Any other relevant documents.
(4) Affidavit verifying the petition.
(5) Bank draft evidencing payment of application
fee.
(6) Memorandum of appearance with a copy of the
Board's resolution or the executed Vakalatnama, as the case may be.
(7) Two extra copies of the petition.
Application to CLB for
approval for issue of share warrants
RUSHABH INFOSOFT LTD.
Registered Office :
Notice is hereby given for
information of the general public that in terms of the general body resolution
dated ____and pursuant to the provisions of Section 114 of the Companies Act,
1956, the Company is making an application seeking
approval for the issue of ___share
warrants of Rs.____ each to the registered shareholders of the company.
The following are the reasons for such issue:
Yours faithfully,
RUSHABH INFOSOFT LTD.
Secretary
Conversion of Preference
Shares into debentures
S. 100-Notice
of meeting of shareholders to convert preference shares into debentures
RUSHABH INFOSOFT LTD., NAGPUR
Registered Office :
NOTICE
NOTICE is hereby given that
an Extraordinary General Meeting of Wadhwa and Company Limited will be held on
____day, the___ day of ___2003___at___to transact the following business:
I. To consider and if
thought fit, to pass with or without modifications the following resolution, as
a Special Resolution:
"RESOLVED that subject
to the confirmation of the Hon'ble High Court at____ and other appropriate
authorities, institutions or bodies,
consent of the company be and is hereby accorded to the reduction of share
capital of the company with effect from ___day of ___2003____by cancelling the
existing ____cumulative preference shares of Rs____ each fully paid-up,
aggregating to an equivalent amount of
Rs. _____and effecting such cancellation by issue and allotment of 13.5% non-convertible
redeemable secured debentures of Rs.____ each fully paid, aggregating to an
equivalent amount of Rs. ___ to the holders of the said preference shares in
the manner and on the terms and conditions mentioned herein below:
(a) The company will issue and allot _____non-convertible
redeem able secured debentures of Rs . ___each (at par) fully paid up to the
aggregate value of Rs . ____to the persons who shall be the holders of any one
or more of the said 7.5% cumulative preference shares on Such date as may be
determined by the Board of Directors in this regard, in the ratio of one such
debenture of Rs._____ for every one such preference share held.
(b)The debenture will carry
interest at 13.5% per annum payable half-yearly on 30th September and
31st March every year.
(c)The debentures will be
secured by a mortgage/charge on the company's movable/immovable properties as
may be decided by the Board of Directors in consultation with the Financial
Institutions/Banks.
(d)The debentures will be redeemed at par after the
expiry of seven years but before the expiry of ten years from the date of
allotment of the debentures by one or more installments at the option of the
company by giving three months prior notice.
(e)The allotment of the
debentures to the extent they relate to the non-resident members of the
company shall also be subject to the approval of the Reserve Bank of India
under the Foreign Exchange Management Act, 1999.
(f)The trustee(s) of the
holders of the said debentures will be appointed by the Board of Directors of
the company.
RESOLVED FURTHER that the
Board of Directors of the company may assent to any modifications to the terms
and conditions to the cancellation of the said preference shares and also
issue/allotment of the debentures as the Hon'ble High Court and/or the
Controller of Capital Issues may impose or/and other appropriate authorities.
RESOLVED FURTHER that for
the purpose of giving effect to the above, the Directors be and are hereby
authorised to give such directions as they may think fit and proper, including
directions for settling any questions or difficulties that may arise in regard
to the issue and allotment of debentures, and to do all acts, deeds, matters
and things of whatsoever nature as the Directors in their absolute discretion
consider necessary, expedient and proper.
RESOLVED FURTHER that the
consent of the company be and is hereby accorded in terms of section 293(l)(a)
of the Companies Act, 1956, and other applicable provisions if any, to the
creation by the Board of Directors of the company of such mortgages and charges
in addition to the existing mortgages, charges and hypothecations created by
the company as the Board may direct on the assets of the company, both present
and future, for securing the 13.5% non-convertible re deem able
debentures aggregating to Rs. ___together with interest to be issued by the
company.
By order of the Board
Secretary
Notes:
(1) The necessary
explanatory statement pursuant to section 173(2) is attached.
(2) A member entitled to
attend and vote at the meeting is entitled to appoint a proxy in his stead and
a proxy need not be a member.
Redemption of Convertible
Bonds-Closure of Register of Bond Holders
S. 154-Public
Notice for Redemption of 13.5% Convertible Bonds-Closure of register of
bond holders
X Y Z Limited
Regd. Office :
NOTICE
The captioned Bonds
comprising non-convertible part of Rs. 200/- each and the convertible
part of Rs. 100/- each (where the conversion option has not been
exercised) are due for redemption on ______
Notice is hereby given
pursuant to section 154 of the Companies Act, 1956 that the Register of
Bondholders and the Bond Transfer Books of the 13.5% Convertible Bonds will be
closed from ___to____(both days inclusive) for the following:
(i) Payment of Interest from ___to___
(ii) Payment of principal amount of the Bonds due on
_______
Separate circulars are being
sent to all the Bondholders enclosing the redemption request forms to be
returned by the Bondholders duly completed and signed along with the Bond
Certificate(s)/Allotment Letter(s) preferably before _____
Place: For
X Y Z Limited
Date: Company
Secretary.
Taking record of debenture
holder for redemption of debentures
S. 121-Public
Notice informing record date to debenture holders for redemption debentures
X Y Z Limited
NOTICE
NOTICE is hereby given that
a Record of the holders of 15% Non-Convertible Debentures of Rs. 100/-
each allotted on ____will be taken on ______This Record Date is for redemption
of the said Debentures at a premium of 5% of face value due on ___as per terms
of issue and for payment of interest for the period up to_____ Request for transfer
buy-back etc. if any, must reach the Company's Registered Office on or
before
the ______
The Debenture holders whose
names stand on the Company's Register on the Record Date will receive a notice
asking them to surrender their Debentures certificates/Letters of Allotment
duly discharged (by signatures on the reverse by all the joint holders) either
personally at the registered office or by registered post.
Place: for
X Y Z Limited
Date: Company
Secretary.
Directors'
discretionary power to decline registration
In a case (Bajaj Auto Ltd.
v. N. K. Furodia, (1971) 41 Comp Cases 1 (SC) the Supreme Court has observed
that Directors may not give any reason for refusal to register in a new name if
the company's articles so permit and that such action of the Directors should
not be viewed adversely, and that the Court would assume that the Directors
acted reasonably and bona fide. Contrary to this if Directors give reasons, the
Court would consider whether they are legitimate and whether the Directors
proceeded on a right or wrong principle. Under the amended section 111 the
Directors are required to give reasons for refusal to register a transfer. The
amended S. 111 has not yet been put into force.
Company cannot refuse to
register transmission of shares on the ground of nonpayment of proper court fee
for succession certificate. Arjun Kumar Israni v. Cipla Ltd. (2000) 99 Com.
Cases 237 (CLB-WB).
Whether the Directors have
uncontrolled and absolute discretion in regard to declining registration of
transfer of shares, the Court will consider, if the reasons are legitimate, if
the Directors have acted on a wrong principle or from corrupt motive.
If the Court found that the
Directors gave reasons which were legitimate, the Court would not overrule that
decision merely on the ground that the Court would not come to the same
conclusion.
The discretion of the
Directors is to be treated as the opinion of fair and sensible men in the
interest of the company.
Liability
of the trustees for debenture-holders
Section 119 of the Companies
Act, 1956, prohibits insertion of any clause in debenture trust deeds absolving
any of the trustee from the liability for anything except willful fraud
committed by the company in dealing with the property secured by deed of trust
covering the issue of debentures. It is a common practice in the commercial
community to adjust between the trustees of the debenture-holders and
lending financial institutions or banks the securitY7 on the assets of the
company initially securing the issue of debenture. In line with the provisions
of section 119 of the Act, in a trust deed between the company and trustees
thereof, provision is made for the calling of meeting of the debenture-holders
in order to empower the trustees for the debenture-holders to enter into
supplemental agreement for adjustment of (mainly) the securities covering the
issue of debentures and share the security with other financial institution(s)
or bank(s), either as first charge or second charge on such assets, as the case
may be.
The authority to enter into
such supplementary agreement for the adjustment of securities should be given
to the trustees by a majority of not less than three-fourths in value of
the debenture-holders present and voting in person, at a meeting of the
debenture-holders duly held under a valid notice in accordance with the
provisions inserted in the trust deed.
The procedure followed for
issuing notice and convening and conducting meetings of z'
Debenture holders is given
in Annexure C to the Central Government's (General Rules and Forms) 1956 read
with Rule 7 of the same Rules.
Taking Record of Holders of
Secured Convertible Debentures
S. 121-Public
Notice informing record date to holders of secured convertible debentures
X Y Z LIMITED
NOTICE
Notice is hereby given that
the Company has fixed ___the ___for taking record of the holders of (taxable) Secured Convertible Debentures
of Rs. ___each (series 7) issued by the Company for the purpose of conversion
of Rs.___ each (Part A) out of Rs. ____of the face value of the Debenture into
one Equity Share of the face value of Rs ____each at a premium of Rs. ___per
share ____in terms of the Letter of Offer dated
The half yearly interest@
____on Rs.___(On Part 'A' and Part 'B' for the period from ___to___ will be
mailed to the debenture holders on or before Valid transfers of the Debentures
by lodgment at the Registered Office or the Head Office of the Company on or
before____ will be taken into account for the purpose of payment of half-yearly
interest due on _____and also for conversion of Rs. ____each (Part A) out of
Rs_____ of the face value of the Debenture into one Equity Share of the face
value of Rs ____at a premium of Rs .____per share on
After the conversion of Rs.
____(Part A) out of Rs._____ on_____ there will be a constructive receipt of Rs
. ____by the holders of the debentures towards the convertible Part A of each
debenture and a constructive payment of the same amount by them to the Company
towards price of one fully paid-up
equity share to be issued against each such debentures and the debenture shall
thereupon protanto stand redeemed to that extent.- With effect from
_____Part A of the said Debenture will be automatically converted into a Share
Certificate and there will be no need for exchange of the existing
certificates.
The non-convertible
portion or Rs . _____(Part B) will be redeemed at par in three equal annual
instalments of Rs . each on and respectively.
The half-yearly interest on the non-convertible portion of Rs
.___(Part B) will be paid on and every half year thereafter till redemption.
Place For
X Y Z Limited
Date Company
Secretary
S. 119-Notice
calling a meeting of the debenture- holders
RUSHABH INFOSOFT LTD.
Dated the____2003
NOTICE
Notice is hereby given that a General Meeting of the
holders of 9 per cent secured debentures of Rs. 1,000/- each of the
Company constituted and secured by the
debenture-trust deed dated the ____2002____as modified by a supplemental
trust deed dated the ___2002____and further modified
by another supplemental trust deed dated the ___2002___will be held at the
registered office of the company at Dhantoli, Nagpur 440 012, on
____the____2002 at___ a.m./p.m. to consider, and if thought fit, to pass with
or without modification, the following resolution which will be proposed as a
Special Resolution as defined in clause ___of the trust deed:
"RESOLVED that subject to the provisions of
section 119 of the Companies Act, 1956, the trust deed dated the ___2002 for
1,000, 9 per cent secured debentures of the company and made between the
company of the one part and RGT and PRN of the other part be modified by a
supplemental trust deed dated the ____2002___,and another supplemental trust
deed dated the 2002 by giving consent to following matters:
1 .Approves, sanctions and
assents to such modifications or arrangements in respect of the rights of the
holders of the said secured debentures and such further modifications of the
trust deed as are involved in or necessary to give effect to the provisions of
the supplemental deed hereinafter mentioned; and
2.Authorises RGT and PRN as
the trustees for the time being of the trust deed (hereinafter called 'the trustees')
to concur in and execute a deed supplemental to the trust deed in terms of the
draft which has been produced at the meeting and for the purposes of
identification signed by the Chairman thereof with such modifications (if any)
as may be approved by the trustees and bank/instillation as the principal
holders of the said 9 per cent secured debentures."
BY ORDERS OF THE BOARD
Director.
Notes 1 .A debenture- holder entitled to attend and vote at the
meeting is entitled to appoint a proxy to attend and vote instead of himself. A
proxy need not be a debenture-holder of the company.
2.The
relative Explanatory Statement is annexed to this 'Notice'.
3.The draft supplemental trust deed referred to in
the 'Notice' may be inspected before the meeting at the registered office of
the company during the normal working hours and will also be available at the
meeting.
Explanatory Statement annexed to the 'Notice'
In order to obtain enlarged
credit facilities to meet the enhanced requirements for financing the new line
of business, the company approached its bankers Bank, who have inter alia
agreed to provide the company with term loan of Rs. 275.00 lakhs repayable in
seven years' time after initial two years of moratorium, in equal annual
installments. The facilities to be provided by the said bank are required to be
secured inter alia by a first charge on the company's free-hold land at
Ballavgarh in the State of Haryana, where the company has set up a factory for
the manufacture of rubber-lined vessels and other types of pressure
vessels completed with buildings and other structurals thereon and also plant and machinery
installed or to be installed therein and all other fixed assets, both present
and future, pertaining to the aforesaid vessel unit.
The said assets pertaining
to the vessel unit are currently subject to first charge in favour of the
debenture-holders by virtue of the supplemental trust deed dated the
............ 2003...., but to utilise the facilities granted by the said bank,
it will be necessary for the trustees/debenture-holders to release first
charge in favour of the bank and to accept a second charge in lieu thereof over
the said vessel unit.
In order to give effect to
the aforesaid proposal, clause 4 of the said supplemental trust deed, dated the
___2003__, (being clause 4A of the principal trust deed) empowering the company
to create a first charge on the said asset of the vessel unit in favour of
the bank is required to be suitably
modified/amended.
The aforesaid proposal is
the subject matter -of the draft supplemental trust deed referred to in
item (2) of the proposed resolution set out in the annexed notice which may be
inspected before the date of the meeting at the registered office of the
company on any working day during the usual hours of business and will also be
available for inspection of the debenture-holder at the above notified
meeting.
It is also proposed in the
said resolution that the said draft supplemental trust deed, as may be approved
of by you, shall be subject to such modifications (if any) as may be confirmed
by the trustees and the financial institutions as the principal debenture-holders.
No Director of the company
holds any registered debentures of the company and as such the Directors are
not concerned with or interested in the resolutions except as shareholders of
the company.
Requisition by Debenture
holders
S. 119-Notice
of Requisition given by Debenture-holders
From
To
Bank
Debenture/Trustees.
Sirs,
Re-Debenture
Trust Deed dated ..................
We, the undersigned
debenture-holders, holding more that one-tenth in value of the
debentures issued by the company as set out in the Schedule hereto require you,
in terms of clause ____of the Debenture Trust Deed referred to above, to
convene a meeting of the debenture holders, to transact the following business:
________________________________________________________________________________________
Name
of requisitionst Number
of debentures held Distinctive
number
________________________________________________________________________________________
Debenture-holders
Register of debenture
holders
S. 154-Closure
of Register of debenture holders
X Y Z Limited
Registered Office:
Notice is hereby given that
the Register of Holders of 12.5% Secured Redeemable partly convertible
Debentures of Rs . ____each of the company will remain closed from ___to____
both days inclusive for the purpose of first payment of interest on the
aforesaid Debentures due on in accordance with the terms of issue of the
Debentures.
Interest will be paid to
those Debenture holders whose names appear on the Register of Debenture holders
of the Company on ________
Place: By
Order of the Board
Date: Secretary
Book Closure
S. 154-Notice
of book closure of secured Non-Convertible Debentures
X Y Z Limited
Registered
Office:
Notice is hereby given that
the Register of 12.5% Secured Non-Convertible Debentures will remain
closed from ____both days inclusive, for payment of interest for the half year
ending (mention year ending on
____)
The Debenture holders are
requested to send all transfers for registration, intimation about their change
of address and mandate and Tax Exemption Certificate, if any, to the Company's
Registrar ____by ___
Place By
order of the Board
Date Secretary
Revision in date of book
closure
S. 154-Notice
of revision in date of book closure for payment of interest.
X Y Z Limited
Registered Office:
NOTICE
To
The debenture holders,
Payment of interest on the
non-convertible portion of the dentures of Rs . ____each.
We refer to our previous
notice dated ____intimating the debenture holders of the book closure which
was scheduled to be held from ____to____ for the purpose of interest payment on
However, due to several
requests received from debenture holders/brokers, we will be accepting transfer
documents up to ___Therefore, the Books of the Company would now be closed from
to ____both days inclusive for the
payment of interest due on ____The
earlier Book closure dates therefore now stand revised.
Place: For
X Y Z Limited
Date: Company
Secretary
Closure of Register of Members/Fixation of Record Date (S. 154)
(1) Period for which register is to be closed.
Ensure that the register of
members is closed for not more than 45 days in a year and not more than 30 days
at a time. (Talayar Tea Co. Ltd. v. Union of India, (1991) 71 Comp Cas 95
(Mad)).
(2) Closure of register only for payment of Dividend
and fixing record date.
Ensure that the register of
members is closed only for payment of dividend and record dates are fixed for
all oiher purposes.
(3) Board's Approval for closing of Register.
Convene a Board meeting to
decide on the book closure/record date or authorise the director or secretary
to fix the book closing dates and notify the stock exchanges,
(4) Book closing not to precede or succeed Sunday or
public holiday.
Ensure that the book closing
commences/record date falls on the Ist or 16th of the month and does not
precede or succeed a Sunday or a public holiday.
(5) Gap between two book closures
Ensure that there is a gap
of at least 90 days between two book closures/record dates.
(6) Notice of closure.
Give at least 42 clear days
notice of the book closure/record date to all the stock exchanges where the
shares of the company are listed.
(7) Notice by advertisement.
Give 7 days notice of the
book closure/record date by advertisement in a newspaper circulating in the
district where the registered office of the company is situated.
(8) Transfers received up to day of preceding date
of closure to be considered.
Ensure that all transfers
received by hand delivery up to the day preceding the date of the closure and
by registered post up to two days thereafter are considered by the company on
the record date/commencement of book closure.
(9) Closure of Book-Effect.
Even if the register of
members is closed, the company is obliged to make certain entries during the
period of closure, such as entries relating to registration of probate and
letters of administration, notices of change of name and address and court
orders, such as changing orders, etc; (Killick Nixon Ltd. v. Dhanraj Mill Pvt.
Ltd., (1983) 54 Com Cases 432 (DB) (Bom)).
(10) Closure of Foreign- Register.
Ensure to close Foreign
Register of members or debenture holders and give advertisement at least seven
days in advance.
(11) Notice of Transfer books or share transfer
books not to be mentioned in notice.
Ile transfer books or share
transfer books of a company not being statutory documents, any notice of their
closure under section 154 of the Act is neither necessary nor would it be in
order if the said books are different from the register of members or of
debenture holders. (Deptt. Circular No. 8/57/(154) 64-PR, dated 30th
March, 1985).
(12) Closure of Books by Listed Companies as per the
Standard Listing Agreement.
(a) The company agrees to
close its transfer books at least once a year at the time of the annual general
meeting if they have not been otherwise closed at any time during the year and
further agrees that it will not close its transfer books on such days (or, when
the transfer books are not to be closed, fix such date for the taking of a
record of its shareholders or debenture holders) as may be inconvenient to the
exchange for the purpose of settlement of transactions, of which due notice in
advance shall have been given by the exchange to the company.
(b) The company agrees to close
its transfer books only once in a year at the time of annual general meeting
and to have record dates for other purposes like bonus shares, right issues,
etc. The company further agrees to have uniform dates of book closing and
record dates either on 1st or 16th of any month during the year and to give to
the exchange notice in advance of at least 42 days or of as many days as the
exchange may from time to time reasonably prescribe, stating the date of
closure of its transfer books (or, when the transfer books are not to be
closed, the date fixed for taking a record of its shareholders, or debenture
holders) and specifying the purpose for which the transfer books are to be
closed (or the record is to be taken) and to send copies of such notices to other
recognised stock exchanges in India, simultaneously.
(c) The company further
agrees to give to the stock exchange a declaration at the time of fixing the
date of book closure/record date that all the securities received for transfer
one month prior to the date of the intimation of the closure of register of
members or the record date, have been duly transferred and despatched to the
transferees. The company also undertakes that the securities pending for
transfer and further securities lodged for transfer will be transferred and
despatched within a period of two months from the date of receipt.
(d) The company further
agrees to ensure that the time gap between two book closures and record dates
would be at least 90 days.
(13) Penalty.-Penalty
for closing register of members or debenture-holders, without giving
notice as provided in section 154 or after giving shorter notice than that as
provided therein or for a continuous or an aggregate period in excess of the
limits as specified therein, is punishable with fine of up to Rs. 5,000/-
for every day during which the register is so closed for the company, and every
officer of the company who is in default.
Section 126 of the Companies
Act, 1956, clarifies as to when a person interested in the property of a
company charged shall have notice of charge. Where any charge on any property
of a company required to be registered under section 125 of the Companies Act,
has been so registered, any person Acquiring such property or any part thereof,
or any share or interest therein, shall be deemed to have notice of the charge
as from the date of such registration.
Notice of satisfaction of charge (S. 138)
Section 138 of the Companies
Act, 1956, requires every company to give intimation to the Registrar in regard
to satisfaction in full of any charge relating to the company for recording
such satisfaction in the register of charges maintained by the Registrar of
Companies.
Such notice of full
satisfaction of a charge has to be given within thirty days from the date of
such payment or satisfaction in Form No. 17 of the Companies (Central
Government's) General Rules & Forms, 1956.
Intimation is to be given to
the Registrar for full satisfaction of charges and not for part satisfaction.
In order to expedite registration of satisfaction of charge, a letter of the
mortgage stating that he has no objection in it must be sent along with the
aforesaid form.
Sub-section (2) of
section 138 provides that the Registrar is to send a notice to the holder of
the charge as soon as he gets the intimation from the company about the
satisfaction of a charge. But the said sub-section does not mention any
time limit and for this, the Central Government prescribed the time limit of
one week after the receipt of the intimation of satisfaction of charge within
which it should send the notice to the holder of the charge. This would
expedite registration of Memorandum of Satisfaction of a charge
When the original loan taken
on mortgage is merged with a secured subsequent loan of higher amount and on
the condition that the original charge will be suspended or extinguished, then
the satisfaction of the original charge should be intimated to the Registrar in
Form No. 17 pursuant to section 138 and nothing is to be filed with him in Form
No. 8 lot relating to modification of charge .
Where banks are involved,
the period of thirty days within which full satisfaction of a charge is to be
intimated to the Registrar of Companies under section 138(l) will be counted
from the date of the issue of the bank's letter to a company informing it about
the full satisfaction of the charge
Along with the return in
Form 17, a return in Form 13 will have to be filed. The latter return will
attract a fee of Rs. 50/- only.
The procedure for filing
charges has been simplified by Notification dated 21.3.1995, F. No. 14\6\94 CL-V.
Now Form No. 17 along with Form No. 13 should be filed in triplicate along with
the necessary instrument and the Registrar of Companies will affix stamp on the
relative forms and accompanying instrument with the word 'Registered under his
signature with date and copy thereof will be delivered to the company.
If default is made in filing
with the Registrar of Companies for registration the particulars of the
satisfaction of charge as aforesaid, the company, and every officer of the
company or other person who is in default will be punishable with fine of up to
Rs. 5,000/- for every day during which the default continues.
Satisfaction of charges
Registration No. Nominal
of company capital Rs .
THE COMPANIES ACT, 1956
Memorandum of complete
satisfaction of charge
(Pursuant to section 138)
Name of Company: RUSHABH MANAGEMENT & INFOSYS
Presented by XYZ,
Secretary
RUSHABH MANAGEMENT & INFOSYS hereby gives notice that the registered charge being" a deed of mortgage over the land, buildings and other fixed assets of the company situated at Ballabgarh in the State of Haryana, dated the ____2003 ____in favour of ____Bank, of which particulars were registered with the Registrar of Companies on the ___2003____was satisfied in full on the____2003____ the debts for which the charge was given having been paid or satisfied.
Sd/- XYZ
Signature
Secretary
Designation or position in relation to the company
Dated the____2003