Section 141-Rectification by Company Law Board of register of
charges
The Company Law Board is
endowed with the power under the Companies (Amendment) Act, 1974, to grant
relief on application by the company concerned or the parties interested in
creation of charge for omission to file with the Registrar the particulars of
any charge created by a company or of any charge subject to which any property
has been acquired by the company or of any modification of any charge or any
issue of debentures of a series or omission to register any charge within the
required time under section 125, or satisfaction of charge pursuant to section
138 or 139 of the Act.
Under Section 141 of the
Act, the Company Law Board is empowered to condone delay and extend time in
filing the particulars of charges with the Registrar of Companies in case the
particulars of charges could not be filed within the stipulated period of
thirty days or within the extended time of thirty days as may be granted by the
Registrar of Companies. The Company Law Board is further empowered to order
rectification of any omission or misstatement.
Power of Company Law Board when arises
In the under noted cases,
the power of Company Law Board arises
(a) Omission to file with
the Registrar the particulars of any charge created by a company, or
(b) Omission to file any
charge subject to which any property has been acquired by the company, or
(c) Omission to file any
modification of any charge, or
(d) Omission to file any
issue of debentures of a series, or
(e) Omission to register any
charge within the time required.
(f) Omission to give
intimation to the Registrar of the payment or satisfaction of charge.
(g) Omission to mis-statement
of any particular with respect to any such charge, modification or issue of
debentures of series, or
(h)with respect to any
memorandum of satisfaction or other entry made in pursuance of Section 138 or
139.
The Company Law Board can exercise its powers if
(a) Omission or mis-statement
was accidental, or
(b) due to inadvertence, or
(c) due to some other
sufficient cause, or
(d) was not of a nature to
prejudice the position of creditors or shareholders of the Company, or
(e) It is just and equitable
to grant relief.
Extension of time or condo nation of delay
If the Company Law Board is
satisfied that the omission to register with the Registrar of Companies the
particular of any charge created by a Company or of any charge subject to which
any property has been acquired by the company or of any modification thereof or
any issue of debentures of a series or that the omission to give intimation of
the satisfaction of charge in pursuance of Section 138 or 139 was accidental or
due to inadvertence or due to sufficient cause or is not of a nature to
prejudice the position of creditor or shareholders of the company or if the
Company Law Board is satisfied that on other grounds it is just and equitable
to grant relief, the Company Law Board may direct that the time for the filing
of the particulars or for the registration of the charge or for the giving of
intimation of payment or satisfaction shall be extended or that the omission or
mis-statement shall be rectified. The Company Law Board may make such
order as to the costs of the applications as it thinks fit.
The petition is to be made
to the Company Law Board in Form No. 1 of Annexure II to the Company Law Board
Regulations, 1991 along with a fee of Rs. 200/- and accompanied by the
following documents:
1. Certified true copy of
the agreement creating, modifying the charge, as the case may be.
2. Certified true copy of
the resolution envisaged by section 292(l)(b) or (c) and section 293(l)(d), as
may be applicable.
3.Affidavit verifying the
petition.
4.Bank Draft evidencing
payment of application fee.
5.Memorandum of appearance
with copy of Board Resolution or the executed Vakalatnama, as the case may be.
6.Certified true copy of the
acknowledgement from the Registrar of Companies evidencing service of a
complete set of petition to him before filing with the Company Law Board.
7.Certified true copy of the
Memorandum and Articles of Association of the company and also certified true
copy of the latest audited balance sheet and profit and loss account of the
company.
A certified copy of the
final order passed by the Company Law Board extending the time shall be filed
by the Company with Registrar of Companies along with Form 21 as given in
Annexure to Companies (Central Government's) General Rules and Forms, 1956.
Section 146-Registered office of a company
A company shall, as from the
day on which it begins to carry on business, or as from the thirtieth day of
the date of its incorporation, whichever is earlier, have a regice to which all
communications and notices may be addressed.
Notice of the situation of
the registered office and of every change therein shall be given within thirty
days after the date of the incorporation of the company or after the date of
the change, as the case may be, to the Registrar of Companies who shall record
the same.
Shifting of the registered
office of a company within the local limits of any city, town or village where
such registered office is situate can be effected by passing a Board Resolution
but outside such city limit etc., removal of the registered office must be done
by virtue of a Special Resolution passed by the company. Listed companies are
required to pass such special resolution by postal ballot only as per Rule 4(e)
of the Companies (Passing of Resolutions by Postal Ballot) Rules, 2001 read
with section 192A.
Shifting of administrative
or the head office of a company from one State to another is common nowadays.
As the provision of section 14.6 of the Companies Act, 1956, deals with the
registered office only. there is no hindrance or formalities involved in
shifting the administrative office/head office of the company. The importance
of the situation of a registered office of a company is that such situation
determines its domicile for all purposes. Dalmer Co. v. Continental Tyre etc. Co.,
(1916) 2 AC 307.
The notice of situation or
of change of situation of the registered office of a company is to be given to
the Registrar of Companies in Form No. 18 of the Companies (Central
Government's) General Rules and Forms, 1956, within thirty days from the date
of change.
If default is made in
complying with the requirements of section 146, 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.
Situation/change of
situation of Registered Office
"THE COMPANIES ACT, 1956
FORM NO. 18
Registration
No . __________
Nominal
capital Rs._________
(Pursuant to section 146)
Name
of the company _________
Notice
is hereby given that _______
1 (a) the registered office of the company is
situated ____with effect from ____(date)
(b) the situation of the registered office of
the company was changed from ____to___ with effect from ___date
2. Situation of registered
office falls under the jurisdiction of _______ (name of police station)
Signature ________
Name ________
(In Block Capitals)
Designation
Dated the ____day of______2003_____
Change of address of registered office-Public information
Public notice is given for the change of address of the registered office for general information and for the benefit of members of the public who may have business relations with the company before such change is made or after such change
Notice of change of
registered office
RUSHABH MANAGEMENT &
INFOSYS
NOTICE
Notice is hereby given that by a resolution of the
Board of Directors of Wadhwa & Company Ltd., passed on the 2003 the registered office of the Company has
been shifted on and from the ___2003___to Dhantoll, Nagpur 440 012, and in
compliance with the provisions of section 146(2) of the Companies Act, 1956,
necessary intimation has been given to the Registrar of Companies, Maharashtra,
Mumbai.
Any person dealing with
Wadhwa & Company Ltd., at any office or place other than the registered
office, as above, will be doing so at his own risk.
BY ORDER OF THE BOARD
(X Y Z)
Secretary.
Dated
the _____2003
Place:
Notice of change of
registered office
S. 146-Press
advertisement of notice of change of registered office before change.
RUSHABH MANAGEMENT &
INFOSYS
NOTICE
Notice is hereby given that
in terms of section 146(2) of the Companies Act, 1956, the registered office of
the Company will be shifted from _____ Nagpur, to 301, Ashirwad Comp, Anand -
388 001., with effect from the _______2003____to_____
BY ORDER OF THE BOARD OF
DIRECTORS
(X Y Z)
Dated the___2003___ Secretary
Notice of trust-Public Trustee (S. 153)
Although under the
provisions of section 153 of the Companies Act, 1956, a company is not to
accept any notice of trust express, implied or constructive and shall enter in
the register of members the names of the trustees only, but section 153B
provides for declaration by the trustee in whose name the shares are being held
in trust to notify such holding by a trust to the Public Trustee within sixty
days from the date on the which the shares or debentures are held by him as
such. Any change in the particulars mentioned in the above declaration should
also be notified to the Public Trustee, .
A copy of the declaration made by the trustee(s) as
above, shall be sent by the trustee(s) to the company within twenty-one
days, after the declaration has been sent to the Public Trustee
The result of such
declaration is that the rights and powers of the trustee(s) so far as they
relate to any meetings of the company or any class meetings, are exercisable
only by the Public Trustee as if he had been a member of the company.
Closure of register of members or debenture-holders (S. 154)
A company may after giving
not less than seven days previous notice by advertisement in a newspaper
circulating in the district in which the registered office of the company is
situate, close the register of members or the register of debenture-holders
for any period or periods not exceeding in the aggregate forty-five days
in each year, but not exceeding thirty days at any one time. The points that
emanate out of the above are
(a)Seven days previous notice by advertisement in newspaper.
(b) Total closure in a year
must not exceed forty-five days, but within the limit of forty-five
days, the company may close the register of members/debentures holder as many
times as required by observing formalities as per item (a) above.
(c)A company may not close
the register even for a day during the year; but for closing the register even
for a day, it will have to comply with the formalities of notice.
(d) The company may or may
not give any text along with the advertisement to explain why closing is
necessary.
Also see notes under 99.
Closure of register of
members or debenture holders
RUSHABH MANAGEMENT &
INFOSYS
NOTICE
Notice, pursuant to section 154 of the Companies Act, 1956, is hereby given that the register of members and the share transfer books of the company will remain closed from ___2002 to____2003,___both days inclusive, for the purpose of payment of dividend at the rate of 20 (twenty) per cent on the ordinary shares of the company in respect of the financial year ended with the___2003____subject to deduction of tax. This dividend, if declared at the forthcoming Annual General Meeting to be held at the registered office of the company at 301, Ashirwad Comp, Anand - 388 001., on___the___2003 ___at_____ a.m./p.m. will be made payable on or after the ____2003____to those members whose names appear on the register of members of the company on ___2003___or to their banks or other mandates. The shareholders of the company are requested to forward to the company income-tax exemption certificates or duly completed statements in Form No. 14B (in duplicate) under the Income-tax Rules, as may be applicable, not later than the ._____2003____as it would not be possible for the company to act upon such certificates or statements received after that date.
BY ORDER OF THE BOARD
(X Y Z)
Secretary.
Registered
Office:
Dated
the ____2003
Closure of register of
members and transfer book
(Another format)
RUSHABH MANAGEMENT &
INFOSYS
NOTICE
The Board of Directors of
the company have decided to issue
(i)8,00,000 new equity shares of Rs. 10 each for cash at par as rights to those members whose names appear on the register of members of the company on the ____2003____
(ii)1,00,000, 11 per cent redeemable cumulative
preference shares of Rs. 100 each denominated at 'B' series and ranking next in
priority to existing preference shares which are classified as 'A' series, for
cash at par as rights to those preference shareholders whose names appear on
the register of members of the company on the ____ 2003____
The respective Letters of
Rights setting out the terms will be despatched in due course to the aforesaid
classes of shareholders.
Notice is hereby given that
the register of members and the transfer book of the company will remain closed
from ____2003 ___to ___2003 ____both days
inclusive,
for the purpose of the above issue.
BY ORDER OF THE BOARD
(X Y Z)
Secretary.
Registered Office
Dated the____2003____
Closure of register of
members and share transfer book
(Another format)
RUSHABH MANAGEMENT &
INFOSYS
NOTICE
The Securities and Exchange
Board of India has vetted the offer documents and the Reserve Bank of India has
approved the resolution of the members adopted at a General Meeting held on the
___2003___for the allotment to the existing members of the company of 13,25,000
new equity shares of Rs. 10/ each as fully paid bonus shares by capitalising
Rs. 1,32,50,000/- from the General Reserve in proportion of one new
equity share for every three fully paid-up equity shares of Rs. 10 each
held by members whose names appear on the register of members of the company
on the ___2003___
Notice is hereby given that
the register of members and the share transfer
books of the company will remain closed from ___2003___to___ 2003
____both days inclusive, for the purpose of the above issue.
BY ORDER OF THE BOARD
(X Y Z)
Secretary.
Dated the ____2003____
Closure of register of
members and share transfer books
(Another format)
NOTICE is hereby given
pursuant to Section 154 of the Companies Act, 1956 that the Register of Members
and the Share Transfer Books of the Company will remain closed from 16th
August, 2003 to 12th September, 2003 both days inclusive, for the purpose of
the Annual General Meeting of the Company to be held at B.15, Green Park, New
Delhi-1 10016 on Monday, the 12th February, 2001 at 11.00 A.M.
By order of the Board
Company Secretary
Place:
Dated:
Change in the date of
closure of books
To
The
Debenture- holders
Sub : Payment of interest on the
non-convertible portion of the 12.5% debentures of Rs. 100/- each
Dear Sir/Madam
We refer to our previous
notice dated 13th March, 2003 intimating the debenture-holders of the
book closure which was scheduled to be held from 10th May, 2003 to 17th May,
2003 for the purpose of interest payment on 15th June 2003.
However, due to several requests received from debenture-holders/brokers, we will be accepting transfer documents up to 31st May, 2003 Therefore, the Books of the Company would now be closed from Thursday, 1st June, 2003 to Monday 12th June, 2003 both days inclusive for the payment of interest due on 15th June 2003. The earlier Book Closure dates, therefore, now stand revised.
By order of Board Company
Secretary Place: Dated:
Closure of register of
debenture-holders
RUSHABH MANAGEMENT &
INFOSYS
NOTICE
(91/2per cent debenture-holders)
Notice is hereby given that,
pursuant to section 154 of the Companies Act, 1956, the register of debenture-holders
and stock transfer register of this company will remain closed
from___2003___to____ 2003,__ both days inclusive, for the purpose of payment
of interest due on the 91/2 per cent debenture holders 1996-2003 for the half-year ending as at
___2003___The warrants in payment of the interest for the said half-year
will be posted to those debenture holders whose names appear on the register
of debenture-holders as on ____2003____
BY ORDER OF THE BOARD
(X Y Z)
Secretary.
Dated the___2003___
Closure of register of
Members for issue of Bonus Debentures
RUSHABH MANAGEMENT &
INFOSYS
NOTICE
Notice is hereby given that pursuant to section 154 of the Companies Act, 1956, the Register of Members and Share Transfer Register of the Company will remain closed from 26th August, 2003 to 9th September, 2003 both days inclusive, for the purpose of issue of Bonus Debentures to the shareholders of the Company whose names appear on the Register of Members as on 9th September,2003.
BY ORDER OF THE BOARD .
(X Y Z)
Secretary.
Dated the____2003,____
Closure of register of
Members for issue of Bonus Preference Shares
S. 154-Public
Notice of Closure of Register of Members for issue of Bonus Preference Shares
RUSHABH MANAGEMENT &
INFOSYS
NOTICE
Notice is hereby given that
pursuant to section 154 of the Companies Act, 1956, the register of Members and
Share Transfer Register of the Company will remain closed from 26th August,
2003 to 9th September, 2003 both days inclusive, for the purpose of issue of
Bonus Preference Shares to the shareholders of the Company whose names appear
on the Register of Members as on 9th September, 2003. Please notify change of
address if any to the Company immediately.
BY ORDER OF THE BOARD
(X Y Z)
Secretary.
Dated the___2003___
I am directed to say that it
has been brought to the notice of the Company Law Board that some companies are
in the habit of issuing notices in the newspapers regarding closure of
'transfer books', apparently pursuant to section 154 of the Companies Act,
without, however, making any reference in the notice either to the aforesaid
section or to the closure of the register of members or of debenture holders.
The notices issued by some of the companies on the other hand refer to the
closure of transfer books, besides the register of members and/or debenture-
holders. The Department of Company Affairs considers that this divergence in
the practice followed by companies in this regard is likely to create confusion
in the minds of the shareholders. As section 154 of the Companies Act, 1956,
specifically refers only to the register of members and/or debenture-
holders, it is considered desirable that notices issued by the companies
pursuant to the section should expressly refer to the closure of the said
register only. The 'transfer book' or 'share transfer books' of a company not
being statutory documents, any notice of their closure under section 154 of the
Companies Act 1956, is neither necessary nor would it be in order, if the said
books are different from the register of members or of debenture holders. In
order, therefore, to ensure uniformity of practice, it is requested that all
concerned may please draw the attention of its constituents to the statutory
provisions of section 154 of the Act and advise them accordingly to comply with
them strictly in future".
Provision of section 154 in
regard to 'closing of members' or debenture-holders' registers has a
great bearing with validity of a transfer deed to which share scrip is to be
attached for recording a transfer from the transferor of the shares to the
transferee thereof. Sub-section (IA)(b) of section 108 provides that
every instrument of transfer in the prescribed form with the date of such
presentation stamped or otherwise endorsed thereon by the Registrar of
Companies, after being executed by or on behalf of the transferor and the
transferee and completed in all respects, is to be delivered to the company for
registering the transfer of the shares which must accompany such instrument of
transfer.
Delivery of the instrument
to the company along with the share scrip(s) in the case of shares dealt in or
quoted on a recognised Stock Exchange should be made at any time before the date
on which the register of members is closed, pursuant to section 154 of the Act,
for the first time after the date of presentation of the prescribed form to the
Registrar of Companies (who stamps a date of presentation on the transfer deed)
or within 12 months from the date of such presentation, whichever is later.
If the shares are not quoted
in any recognised Stock Exchange or in any other case, delivery should be made
within two months from the date of such presentation.
It is apparent that sub-section
(IA)(b) of section 108 of the Act has been designed to impose restrictions on
the period of currency of blank-transfer. The imposed restrictions are
(a) in the case of shares
dealt in or quoted on a recognised Stock Exchange, the transfer instrument is
valid from the date of stamping the deed of transfer by the Registrar of
Companies up to the date of closing of register of members or 12 months from
the date of such stamping of date by the Registrar, whichever is later; and
(b)the effect of non-presentation
of the transfer deed within the prescribed time is that the transfer deed
becomes invalid and the transferee cannot become a member with an invalid
transfer deed until he obtains a fresh valid transfer deed and follows the
formalities of transfer.
It is to be noticed that the
validity of the transfer deed is linked with the closing of register of
members, pursuant to section 154 of the Act. If, however, the operation in the
register of members is stalled otherwise than under section 154, the validity
of the blank transfer deed is not impaired.
If the closing of the
register of members is not very vital or essential, some of the companies
resort to not closing the register and instead notify in the press for a record
date on the basis of which allotment/payment of dividend etc., may be proceeded
without impairing the validity of the blank transfer deed.
Record date for issue of
Secured Redeemable Partly Convertible Debentures on rights basis
XYZ Ltd.
Registered Office:
.................
NOTICE is hereby given,
pursuant to Section 154 of the Companies Act, 1956 that the Board of Directors
of the Company has fixed February 28, 2001 as record date for the purpose of
issue of 3,48,225-12.5% Secured Redeemable partly Convertible Debentures
of Rs. 250/- each on Rights basis to the existing equity Shareholders in
the proportion of one 12.5% Partly Convertible Debenture of Rs. 250/- for
every ten equity shares of Rs. 10/- each held.
By order of the Board
Company Secretary
Place
Dated:
Closure of register-of
debenture-holders
(Another format)
XYZ Ltd.
NOTICE is hereby given that
the Register of Holders of 12.5% Secured Redeemable Partly Convertible
Debentures of Rs. 70/- each of the Company will remain closed from 7th
August, 2003 to 24th August, 2003 both days inclusive for the purpose of first
payment of interest on the aforesaid Debentures due on 2nd September, 2003 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 as on 24th August, 2003.
By order of the Board
Company Secretary Place: Dated:
Closure of Register of
members and share transfer books
(Another format)
XYZ Ltd.,
NOTICE is hereby given
pursuant to Section 154 of the Companies Act, 1956 that the Register of Members
and the Share Transfer Books of the Company will remain closed from 16th
August, 2003 to 12th September, 2003 both days inclusive, for the purpose of
the Annual General Meeting of the Company to be held at B- 15, Green
Park, New Delhi- 1100 16 on Wednesday, the 12th September, 2003 at 11.00
A.M.
By Order of the Board
Company
Secretary
Place:
Dated:
Redemption of Convertible
Bonds
XYZ Limited,
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 1st March, 2003.Notice is hereby
given pursuant to Section 154 of the Companies Act, 1956, that the Register of
Bond holders and the Bond Transfer Books of the 13.5% Convertible Bonds will be
closed from 7th February, 2003 to 19th February, 2003 (both days inclusive) for
the following:
(i) payment of interest from 1st October, 2001 to
28th February, 2003.
(ii) payment of principal amount of the Bonds due on 1st March, 2003.
Separate circulars are being
sent to all the Bond holders enclosing the redemption request forms to be
returned by the Bond holders duly completed and signed along with the Bond
Certificates Allotment Letters preferably before 31st January, 2003.
By order of the Board
Company
Secretary.
Place:
Dated:
Closure of transfer books
XYZ Ltd.
Registered Office :
...................
NOTICE is hereby given that
for the purpose of payment of interest for the half-year ending on 30th
June, 2003, the Registers of holders of 4,313 Nos. 12% Secured Debentures of
Rs. 500/- each and the transfer books relevant thereto will remain closed
from 21-6-2003 to 30-6-2003 (both days inclusive)
By order of the Board
Company Secretary
Place:
Dated:
Record date
RUSHABH MANAGEMENT &
INFOSYS
NOTICE TO SHAREHOLDERS
Notice is hereby given that,
in compliance with the terms of approval by the Reserve Bank of India under the
Foreign Exchange Management Act, 1999, and as approved by the Securities and
Exchange Board of India, the members (foreign nationals) holding the majority
of the equity shares of the company, that is, W & Company Ltd., London, are
disinvesting twenty-five per cent of their holding in RUSHABH MANAGEMENT
& INFOSYS, which are 15,00,000 equity shares of Rs. 10/- as fully
paid-up at Rs. 10/- per share to Indian nationals who are resident
in India. Out of the said 15,00,000 equity shares, 12,50,000 shares of Rs. 10/-
each will be offered for sale in cash and payable in full on application to
those members of the company who are Indian nationals, resident in India, and
whose names appear on the register of members of the company at the close of
business on the ___2003____, in the proportion of two equity shares for every
three equity shares held, resulting fractions being ignored.
Notice is also hereby given
that a 'record' will be taken of all shareholders as on the___2003___Share
transfers received which are otherwise in order, at the registered office of
the company at 301, Ashirwad Comp, Anand - 388 001., by the close of business
on the 2003,___ will be
considered for the offer for the sale of shares referred to above.
BY ORDER OF THE BOARD
(X Y Z)
Secretary.
Registered Office
Dated the ____2003
Record date for rights issue
XYZ Ltd.
Registered Office :
..................
Notice is hereby given that
Friday, 16th September, 2003 has been fixed as Record Date for the purpose of
determining the entitlement to the Rights Officer of 1,55,00,000 Equity Shares
of Rs. 10/- each at a premium of Rs. 25/- per share in the ratio of
5 shares for every 4 shares held by members whose names are borne in the Register
of Members of the Company as at the close of business on 15-9-2003
(Record Date).
In respect of rights
entitlement to the transferees of shares, the duly executed transfer deeds
accompanied by the relative share scrips, should reach the Registered Office of
the Company at the above address before the close of business on 16-9-2003.
Change of address, if any,
should be communicated by members along with their Regd. Folio No. to the
Company at its Registered Office on or before 16th September, 2003.
By Order of the Board
Director.
Notice of record date
RUSHABH MANAGEMENT &
INFOSYS
NOTICE TO DEBENTURE-HOLDERS
Notice is hereby given that ___the___2003___has been fixed as ,record date' for payment of interest for half-year period ending the ____2003____, on the following debentures:
(1) 75,5 5 1, 11 per cent
secured debentures of Rs. 100/- each.
(2) 20,00,000, 12 per cent
secured debentures of Rs. 100/- each.
Transfers received up to the ____2003,___ will be
taken into consideration for payment of interest.
The debenture-holders
are requested to intimate change of address, if any, to the registered office
of the company at 301, Ashirwad Comp, Anand - 388 001, on or before
the___2003____
Debenture-holders
having more than one account in the same name or in the same order of names,
are requested to intimate the company accordingly so as to merge the said
accounts into one account.
BY ORDER OF THE BOARD
(XY Z)
Secretary.
Dated the ___2003____
Payment of interest to
debenture holders
The Debenture holders are
hereby informed that Thursday, the 19th September, 2003, is fixed as the Record
Date for payment of interest for the period ending 19th September, 2003.
Interest Warrants will be posted in October, 2003 at the Registered Address of
those Debenture holders whose names stand in the Register of Debenture holders
of the Com any on the aforesaid date.
For XYZ Limited
Company Secretary
Place
Dated
Section 157-Foreign register of members or debenture-holders
A company which has a share
capital or which has issued debentures may, if so authorised by its articles,
keep in any state or country outside India a branch register of members or
debenture-holders resident in the state or country, such register being
called a 'foreign register'.
The company shall within
'thirty' days from the date of the opening of any foreign register, file with
the Registrar of Companies notice of situation of the office where such
register is kept, and in the event of any change in the situation of such office
or of its discontinuance, shall within thirty days from the date of such change
or discontinuance, as the case may be, file with the Registrar a notice of such
change or discontinuance There is no prescribed form for this.
If default is made in complying with the aforesaid
requirement 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.
Opening of foreign register
of members/debenture-holders
Registration No. ____ Nominal
_______
of company _____ Capital
Rs .
THE COMPANIES ACT, 1956
NOTICE OF OPENING OF FOREIGN
REGISTER
[Pursuant to section 157(2)]
Name of company: RUSHABH MANAGEMENT & INFOSYS
Presented by : XYZ, Secretary.
RUSHABH MANAGEMENT & INFOSYS hereby gives you
notice, pursuant to sub-section (2) of section 157 of the Companies Act,
1956, that the company has opened a foreign register of members/debenture-holders
and that this is being kept at No. 4, Fleet Street, London EC 4 in the United
Kingdom with effect from the ____2003,____
FOR AND ON BEHALF OF RUSHABH
MANAGEMENT & INFOSYS
(X Y Z)
Secretary.
Dated the ___2003____
Change of situation of
office of keeping foreign register
RUSHABH MANAGEMENT &
INFOSYS
Dated the___2003,____
To
The Registrar of Companies,
Dear Sir,
Sub : Notice of the change of the situation of the office where
foreign register is kept under section 157(2)
RUSHABH MANAGEMENT &
INFOSYS gives you notice that there has been a change of situation of the
office from London where the foreign register of members/debenture-holders
used to have been kept by the company and as notified to you under our
reference No ___dated the ___to the new office of the company at 151, Chancery
Lane, London EC2 with effect from the__2003
FOR AND ON BEHALF OF
RUSHABH MANAGEMENT &
INFOSYS
(X Y Z)
Secretary.
Dated the ____2003____
Discontinuance of foreign
register
RUSHABH MANAGEMENT &
INFOSYS
Dated the ___2003
To
.
Dear Sir,
Sub : Notice of
discontinuance of the foreign register under section 157(2)
RUSHABH MANAGEMENT &
INFOSYS hereby gives you notice that the foreign register of the
members/debenture-holders maintained by the company at 66, A.B. Rahman
Road, Kuala Lumpur, Malaysia, notice of opening of which was given to you under
reference No dated the ____2001___has
been discontinued with effect from the ___2003____
FOR AND ON BEHALF OF RUSHABH
MANAGEMENT & INFOSYS
(X Y Z)
Secretary.
Dated the___2003___
Section 165-Statutory meeting and statutory report of the
company
The preliminaries for
holding a statutory meeting are to be started with the service of a notice by
the Board of Directors at least twenty-one days before the day on which
the meeting is to be held forwarding therewith a report called the statutory
report, which should be in Form No. 22 of the Companies (Central Government's)
General Rules and ,-Forms, 1956.
The statutory report is
required to be certified by at least two Directors of the company, one of whom
shall be a Managing Director, where there is one.
The Auditors of the company
also are to certify the correctness of such report in so far as it relates to
the shares allotted by the company, the cash received in respect of such shares
and the receipts and payments of the company.
The Board shall cause a copy
of the statutory report duly signed and certified as above to be delivered to
the Registrar for registration forthwith after copies thereof have been sent to
the members of the company.
If default is made in
complying with the provisions of section 165, every director or other officer
of the company who is in default will be punishable with fine of Rs. 5,000/-.
Convening of Annual General Meeting and General Meeting (Ss. 166,
167, 169 & 186)
Any General Meeting can be convened only on the authority of the resolution of the Board of Directors or under requisition by the requisite number of members, or by Company Law Board's order and any meeting called by a Director, Manager or Secretary, or other officer shall be void unless ratified by the Board before the meeting is held. British Asbestos Co. Ltd. v. Boyd, (1903) 2 Ch 439.
The aforesaid contention is
also applicable for convening any Annual General Meeting, unless such meeting
is convened at the instance of a Court order or Company Law Board's order.
ERRATA-on account of
printing mistake in AGM notice
X Y Z Limited
In the Notice of the Annual General Meeting dated
____the date of Annual General Meeting of the Company has been, due to printing
oversight, printed as___ Instead of___ The error is regreted.
Place: By
order of the Board
Dated: Secretary.
Contents and manner of service of notice and persons on whom it is
to be served (Ss. 171, 172)
Every notice of a meeting of
a company shall specify the place, the day and hour of the meeting and shall
contain a statement of the business to be transacted thereat, be it ordinary or
other than ordinary business as specified in section 172 of the Act.
The notice of a General
Meeting must fairly and intelligently convey the purpose for which the meeting
is called. It should not be misleading or equivocal. A benevolent construction
is not to be applied in construing the notice. Biswanath Prasad Khaitan v. New
Central Jute Mills Co. Ltd., (1961) 31 Comp Cases 125.
Pursuant to the requirements of section 172, construction of a notice must be in accordance with th,-, statutory provisions. If, for instance, the time for holding a meeting is omitted in the notice, the notice is invalid and the meeting will also be bad and invalid, and all resolutions passed thereat will have no effect. Prachi Insurance Co. Ltd. v. Chaudhury Madhusudandas, (1964) 2 Comp LJ 157.
Notice of every meeting of
the company shall be given
(i)to every member of the company;
(ii)to every person entitled
to a share in consequence of the death or insolvency of a member, by sending it
through the post in a prepaid letter addressed to him by name or by any title
of representative of the deceased, or assignees of the insolvent, or by the
like description, at the address, if any, in India supplied for the purpose by
the person(s) claiming under him;
(iii) to the Auditor or
Auditors for the time being of the company.
Notice of a General Meeting
may be served by a company on any member thereof either personally, or by
sending it by post to him to his registered address, or if he has no registered
address in India, a notice shall be deemed to be duly served if a
document/notice calling a General Meeting of the members of the company is
advertised in a newspaper circulating in the neighborhood of the registered
office of the concerned company.
Difference between Annual General Meeting and General Meeting (Ss.
166 and 169)
While a company may hold any
number of General Meetings, in addition to those, it must hold a meeting each
year of the members called Annual General Meeting for the purpose of
transaction of ordinary business, as detailed in paragraphs 38 to 53A hereof
The notice calling an Annual General Meeting must specify the meeting as such.
The notice of an Annual General Meeting shall also specify the place of the
meeting which must be at the registered office of the company or at some other
place within the city, town or village in which the registered office of the company
is situate, time of the meeting, and the day and date which must be during the
usual business hours of the company and on a day which is not public holiday.
Holding of Annual General
Meeting is a statutory obligation on the part of a company, either public or
private. The Directors must call this meeting every year irrespective of the
fact of the accounts being ready or not for consideration of the members at
such meeting. In re: EI. Sombrero Ltd., (1958) 3 All ER 1.
If default is made in
holding an Annual General Meeting, pursuant to the provisions of section 166 of
the Companies Act, 1956, the Company Law Board may notwithstanding anything
contained in the Act, or in the articles of the company, on the application of
any member of the company, call, or direct the calling of a General Meeting
which may be deemed to be an Annual General Meeting of the company
Duty of calling Annual
General Meeting rests on the Directors of the company. If they fail to call and
hold the Annual General Meeting, the Directors expose themselves to penalty for
non-fulfilment of a statutory obligation, but may apply to the Company
Law Board under section 167 of the Act and then proceed on convening an Annual
General Meeting in terms of the Company Law Board's direction within such
stipulated time, as may be specified in such direction.
The difference between an
Annual General Meeting and a General Meeting rests on the facts that an Annual
General Meeting, being a statutory obligation, must be held once in every year
to transact, inter alia, the ordinary business listed under section 173 of the
Act. The notice of an Annual General Meeting may or may not contain special
business. The Board of Directors of a company may, in addition to it, convene a
General Meeting of the members as many times as it thinks expedient during the
course of the year to transact special business.
In the case of special
businesses to be transacted, either in an Annual General Meeting, or in a
General Meeting, as the case may be, there shall be annexed to the notice of
the meeting a statement setting out all material facts concerning each such
item of business, including, in particulars, the nature of the concern or
interest, if any, therein of every Director and Manager (if any) of the
company. In other words, ordinary business of a company can only be transacted
at an Annual General Meeting which should be convened and held each year
whereas any business other than ordinary business, termed as special business
either to be passed under an Ordinary Resolution or Special Resolution may be
transacted at any General Meeting of the members.
.
Section 173-Special business and Explanatory Statement
The provisions of section
173(2) of the Act stipulate that, where any items of special business are to be
transacted at an Annual General Meeting or any other General Meeting, an
Explanatory Statement setting 6ut the material facts concerning each such item
of business, including, in particular, the nature of the concern or interest,
if any, of every Director, etc. shall be attached to the notice of the meeting.
The proviso in section 173(2) further provides that the Explanatory Statement
must disclose the shareholding interest of any Director, Manager, etc., in a
company if the special business to be transacted relates to or affects such
other company provided the extent of such shareholding interest is more than
two per cent of the paid-up I share capital of the other company. The
Department of Company Affairs in a circular 9, laid down a precise line of
action to company with the statutory provisions of section 173(2) of the Act,
which is partially reproduced hereunder:
"In some cases, the
Department found that important material facts relating to the appointment of
sole selling agents under section 194 of the Companies Act, such as the nature
of services to be rendered by the sole selling agents to the company, the rate
of commission or other remuneration to be paid to the sole selling agents,
etc., were not set out in the respective Explanatory Statements attached to the
notices of the meetings. It was also noticed in certain cases that the
management did not include in the Explanatory Statement a summary of the
important material facts but, instead, had indicated in the explanatory note
that the material documents in question were available for inspection at the
registered offices of the companies concerned.
The Department is of the
view that apart from the practices vitiating in certain circumstances, the
validity of the resolutions passed, the sending of a notice which does not give
a sufficiently full disclosure of the important facts relating to resolutions
to be voted upon by shareholders, cannot be said to confirm to good company
practice."
It is hardly necessary to
emphasize that notices for General Meeting which are not accompanied by proper
Explanatory Statements defeat the very purpose for which statements were
prescribed by law nor can it be said that such purpose is served by the
opportunity afforded to shareholders for inspection of the material documents
at the registered office of the company, especially where a large body of
shareholders may reside at great distances from the registered office.
Yet, in another circular 20 the Company Law Board has observed the shortcomings in strict compliance of the provisions of section 173(2) of the Act, as follows:
"It has been noticed
that important material facts such as those relating to the quantum of
remuneration payable, academic/technical qualifications and business experience
of the proposed appointee, the necessity of his appointment, etc., were not set
out in the respective Explanatory Statement, attached to the notices of the
meetings at which the appointments of Man aging/whole-time/technical
Directors or payment of remuneration to them were to be considered. It has also
been noticed in some cases that instead of disclosing the details of the
quantum of remuneration payable in the Explanatory Statement itself, the letter
merely indicated that the relevant documents/agreement, relating to the appointments
and/or remuneration were available for inspection at the registered office of
the company concerned. The Company Law Board is of the view that such
Explanatory Statements which do not give a sufficiently full disclosure of the
important facts, material to the proposed resolution cannot be said to confirm
to the provisions of the law and are in
any case contrary to good
company practice. It is hardly necessary to emphasize that notices for General
Meetings which are not accompanied by proper Explanatory Statement defeat the
very purpose for which such statements were prescribed by law."
Notice of a General Meeting proposing to transact any special business and Explanatory Statement to be annexed thereto are inseparable. Under the Companies Act, numerous special businesses required to be effected at a General Meeting and the following notices are some of the specimens which are presented section wise.
Format of Admission Slip
X Y Z Limited
Regd. Office:
ADMISSION SLIP
PLEASE COMPLETE THE
ADMISSION SLIP AND HAND IT OVER AT
THE ENTRANCE TO THE MEETING
_________________________________________________________________________________________
(Name and address)
_________________________________________________________________________________________
I HEREBY RECORD MY PRESENCE
AT THE ANNUAL GENERAL MEETING OF XYZ
LIMITED ON ____(DATE) AT____ (TIME)AT
____(PLACE).
_________________________________________________________________________________________
SIGNATURE OF THE
SHAREHOLDERS/PROXY
_________________________________________________________________________________________
Notes Shareholders
having any queries on accounts are requested to send them 10 days in advance to
the company to enable it to collect the relevant information.
Shareholders who come to attend the meeting are
requested to bring their copies of the
annual report with them.
(please tear here)
SCHEDULEIX
FORM OF PROXY
I
GENERAL FORM
XYZ Limited Regd. Office:
I/we ___of ___in the district of being a member/members of XYZ Limited hereby
appoint ___of failing him____ of ____in the district of _____as my/our proxy to
attend and vote for me/us on my/our behalf at the _____Annual General Meeting
of the Company to be held on ____and at any adjournment thereof.
Signed this ____day of____2003___
Signature______
30 PaiseRevenue stamp
II
Form for affording members
an opportunity of voting for or against a resolution
Name of Company
I/We____ of____ in the district of_____ being a
member/members of the above-named Company, hereby appoint
___of___ in the district of____ or failing him of___
in the district of___ as my/our proxy to vote for me/us on my/our behalf at the
annual general meeting/general meeting (not being an annual general meeting) of
the company to be held on the ____day of____2003____and at adjournment thereof.
Signed
this ____day of ____2003____ This form is to be used in favour of/against the resolution. Unless otherwise instructed
the proxy will act as he thinks fit.
Note : The form duly completed and signed should be
deposited at the Registered Office of the Company not later than 48 hours
before the time of meeting. There are two types of form given under Schedule IX
of the Act, one general and the other giving an opportunity of voting for or
against a resolution.
Proxy Form given in Annexure A of Secretarial
Standard-2
Name of the Company
..............................................................................
Registered Office ....………………………………………………………..
Proxy .
……................
I/We___ of ___'being a member of the above-named company, hereby appoint ___of ___or failing him ____of as my/our Proxy to attend and vote [on a poll] for me/us and on my/our behalf at the ____Annual General Meeting/General Meeting of the Company, to be held on at ___P.M. and at any adjournment thereof.
I/We direct my/our Proxy to vote on the Resolutions
in the manner as indicated be low
:
|
Resolutions |
For |
Against |
|
Resolution No. 1 |
|
|
|
(To specify) |
|
|
|
Resolution No. 2 |
|
|
|
(To specify) |
|
|
|
Resolution No. 3 |
|
|
|
(To specify) |
|
|
|
Resolution No. 4 |
|
|
|
(To specify) |
|
|
Number of Shares held Signature
of Proxy
Affix
30 Paise
Revenue
Stamp
Signed this
____day of ___2003____
Reference Folio No/DP ID & Client ID Signature
of Member(s)
(1)
(2)
(3)
(4)
Section 21-Change of name of company
A. Company may change its name by
(a) Special Resolution; and
(b) obtaining approval of the Central Government for
that purpose.
The change of name usually assumes dropping the old
name for the purpose of adoption of a new one and, therefore, a company has to
make an application to the Registrar of Companies by paying a fee of Rs. 500/-
seeking if such proposed name could be available for use, in Form No. I A12
prescribed by the Companies (Central Government's) General Rules and Forms,
1956.
165
Availability of names
Ss. 20 and 21-Application
form for availability of names
"THE COMPANIES ACT,.
1956
FORM NO. I-A
Application form for availability of names To The
Registrar of Companies,
Sir,
Subject: Availability of names-Information-Furnishing
of
We, the following applicants
are desirous of forming a company to be registered under the Companies Act,
1956 in the State of .............
1 . Name and full address of the person(s) applying for the
availability of the name:
(IN BLOCK CAPITALS)
2. Proposed name of the company:
3. State whether public or private:
4. In case the proposed name mentioned in
item (2) is not available, 3 names to be considered in the order of preference:
5. Main object of the proposed company:
6. Names and addresses of the prospective Directors or
promoters, etc:
7. Particulars of the names and situation
of registered offices of other companies in the same group or under the same
management:
8. Proposed authorised capital:
9. Please furnish particulars and results
of any application moved to this or any other Registrar previously for
availability of name:
10. Particulars if remittance of fee (Draft/IPO) Rs.
Situation ...............
Dated ...........................................
Signature
of the applicant"
After
obtaining sanction of the Registrar of Companies, the company has to proceed to
convene a General Meeting of the members for the purpose and the notice of the
meeting may be given in the following form :
Change of name
S. 21-Public
Notice of Change of Name u1s. 21 of the Companies Act, 1956
ABC Ltd.
Registered Office
...........
NOTICE
NOTICE is hereby given that
the name of the Company X Y Z Ltd. has been changed to ABC Ltd. All concerned
parties are hereby notified to take note of this change and address all
correspondence and remittances in future in the new name to the Registered
Office of the company.
Dated this____ day of____2003___ .
BY ORDER OF THE BOARD
COMPANY SECRETARY
General Meeting for change
of name
S. 21-Noticefor
convening a General Meeting for change of name
BIRMINGHAM LIGHT ENGINEERING
CO. LTD.
Registered 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 11, Connaught Place, New Delhi-110 001, on ___the___2003___at___a.m./p.m. for the following purpose:
To consider and, if thought
fit, to pass with or without modification the following resolution as a Special
Resolution:
"RESOLVED that subject to the approval of the Registrar of Companies (delegated by the Central Government) pursuant to section 21 of the Companies Act, 1956, the name of the company be changed from Birmingham Light Engineering Co. Ltd. to Bharat Light Engineering Co. Ltd. and that the name of Birmingham Light Engineering Co.Ltd., wherever it appears in memorandum, articles, documents, contracts, etc., be substituted by the new name Bharat Light Engineering Co. Ltd. in due course."
BY ORDER OF THE BOARD
(X Y Z)
Secretary.
Dated the __2003___
Notes: 1.A member entitled
to attend and vote at the meeting is entitled to appoint a proxy to attend and
vote instead of himself and the proxy need not be a member.
2.The relative Explanatory
Statement pursuant to section 173(2) of the Companies Act, 1956, in respect of
the Special Resolution set out above is annexed hereto.
Explanatory Statement pursuant to section 173(2) of
the Act
The period of the foreign
collaboration agreement covering technology for the manufacture of specialised
tools and construction equipment entered into by your company with Birmingham Engineering Co. Ltd. of U.K.
has expired as on the ____2003 by efflux of time. Your Directors are confident
that over the years the company has been able to build up its technical team to
programme and manufacture any specialised tools without the technical
assistance of the U.K. collaborators. The U.K. collaborators also are in accord
with the Directors for not going in for the continuance of the collaboration
agreement for a further period, with a condition that the words 'Birmingham' be
dropped from the name of the company. At the request of the Directors, however,
the U.K. company has agreed to send the results of their latest research in
the field of manufacture of tools and equipments particularly for the produce
lines adopted by your company. The Directors feel that the company will enjoy
the same market reputation and customer's reliance even after the change of
name which is consequential to the discontinuance of the technical
collaboration agreement.
On an application made
pursuant to section 20 of the Act, the Registrar of Companies confirmed the
availability of the proposed name subject, however, to the approval of the same
by a Special Resolution at a General Meeting of the members, and approval of
the Registrar of Companies to whom the authority has been vested by the Central
Government to deal with matters under section 21 of the Companies Act, 1956.
With the change of name as
proposed, if approved, the share certificates will be required to be exchanged
with the new certificates with the new name of the company inserted but bearing
the same scrip and consecutive numbers.
The Directors recommend the
adoption of the resolution in the interest of the company. None of the
Directors of the company has any interest in the proposed resolution except as
a shareholders holding in the aggregate very negligible per cent of the issued
shares of the capital of the company.
General Body Meeting and
Class Meeting
S. 21-Composite
Notice of General Body Meeting and Class Meeting
RUSHABH MANAGEMENT &
INSYS
(Registered 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 ___on the
___day of ___2003___at A.M./P.M. for the following purpose __
Further notice is hereby
given that immediately after the conclusion of the Extraordinary General
Meeting, a class meeting of the preference shareholders of the company will be
held at the same place to transact the following business _____
BY ORDER OF THE BOARD
Secretary.
Dated the___2003
Notes: 1.A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a member.
2.The relative Explanatory
Statement pursuant to section 173(2) of the Companies Act, 1956, in respect of
the Special Resolution set out above is annexed hereto.
Notifying Stock Exchange
proposing to change name suggesting any new line of business
To
The Secretary
Dated___2003___
Dear Sir,
We hereby give notice that
the Company has changed the nature of its business pursuant to change of its
name from RUSHABH MANAGEMENT & INFOSYS to Wadhwa Computers Limited with
effect from ___2003 under section 21 of the Companies Act, 1956 with the
approval of the Central Government vide its letter No___2003 approving the said
change of name effected by the special resolution passed by the shareholders of
the Company at its Extraordinary Gen eral Meeting held on ___2003.
A certified true copy of the
letter of approval from the Central Government is enclosed.
Thanking you,
Yours faithfully,
RUSHABH MANAGEMENT &
INSYS
Secretary
Section 22-Rectification of name of company
Rectification of name may
become necessary at the instance of the Central Government if
(a)the existing/changed name
is identical with the name of another existing company;
(b) resembles the name of an
existing company.
In either of the above cases
the company may itself change its name or the company must change its name if
there is a directive from the Central Government to do so within 12 months of
the company's first registration or within 12 months of its registration by its
new name. If a company makes a default in complying with any direction of the
Central Government, the company, and every officer who is in default will be
punishable with fine of up to Rs. 1,000 for every day during which the default
continues.
Rectification of the name
may be initiated by an Ordinary Resolution with the previous approval of the
Central Government.
Rectification of name of
company
S. 22-Notice
of meeting for rectification of name of company
XYZ Company Limited
NOTICE
Notice is hereby given that
an Extraordinary General Meeting of the company will be held at the registered
office of the company at 11, Connaught Place, New Delhi- 110 00 1, on ___the___2003___at___a.m./p.m. to
consider and, if thought fit, to pass with or without modification the
following resolution as An Ordinary Resolution :
"RESOLVED that previous
approval of the Central Government having been obtained vide letter No ___dated
the 2003 ___for the rectification of
the name of the company, the existing name of the company be and is hereby
changed to XY & COMPANY LIMITED and that the name of the company as XYZ
&Company Limited, wherever, appears in the memorandum, articles, documents,
contracts etc., be substituted by the new name mentioned herein."
BY ORDER OF THE BOARD
(A B C)
Secretary.
Dated the___2003
Notes: 1.A member entitled
to attend and vote at the meeting is entitled to appoint a proxy to attend and
vote instead of himself and the proxy need not be a member.
2.The relative Explanatory
Statement pursuant to section 173(2) of the Companies Act, 1956, in respect of
the Ordinary Resolution set out above is annexed hereto.
Explanatory Statement pursuant to section 173(2) of
the Companies Act, 1956
The company was registered on the____2001 with a name XYZ & Company Limited which, in the opinion of the Central Government, nearly resembles the name of a company in existence, previously registered under the Companies Act, 1956. The Central Government, in accordance with the provisions of section 22 of the Act, has pointed out the matter within twelve months of your company's registration and by virtue of sub section (1)(b) of section 22, prior approval of the concerned authority having been obtained, your Board of Directors now proposes to rectify the name of the company to XY & Company Ltd., by Ordinary Resolution.
The rectification/change of
name shall not affect any right or obligations of the company, or render
defective any legal proceedings by or against it and any legal proceedings
which might have been continued or commenced by or against the company by its
former name shall be continued by or against the company by its new name.
Section 25-Dispensation of 'Limited' in name of charitable or
other company
This is applicable to an
association registered as a limited company for promoting commerce, art,
science, religion, charity or any other useful object and such association
intends to apply its profits, if any, or other income in promoting its objects
and to prohibit payment of any dividend to its members. The pre-requisite
for the omission of the word 'Limited' as a part of its name is the grant of a
licence authorising the company to do so if accorded by the members thereof by
a Special Resolution adopted at a General Meeting duly convened. For obtaining
licence, the procedure to be followed is laid down in the Company Regulations,
1956.
Section 25(7) & (9)-Revocation of Licence
The Licence granted under
section 25 may be revoked by the Central Government and upon revocation the
Registrar of Companies will enter the word "Limited" or the words
"Private Limited" at the end of the name. On revocation of licence
the body will no longer enjoy the exemption granted by section 25.
A body in respect of which a
licence under section 25 is in force should not alter the provisions of its
memorandum with respect to its objects except with the previous approval of the
Central Government signified in writing. This power of the Central Government
has been delegated to the Regional Directors of the four regions. The Regional
Director may also revoke the licence if, it contravene the aforesaid
provisions. Upon revocation of a licence as aforesaid the name of the body
which contains the words "Chamber of Commerce" that body must within
3 months from the date of revocation or such longer period as the Regional
director may think fit to allow change its name to a name which does not
contain those words.
If the body makes default in
complying with the aforesaid requirements it will be punishable with fine of
Rs. 5,000/- for every day during which the default continues.
Incorporation of Company
with limited liability without addition to its name the word
"Limited" as "Private Limited"
NOTICE
NOTICE is hereby given that
in pursuance to section 25 of the Companies Act, 1956 an application has been
made to the Government of India for a licence directing that a body about to be
formed under the name of XYZ Industrial Technology & Management, being a
Company registered under the Companies Act, 1956, may be registered as Company
with limited liability without the addition of the word "Limited" or
the words "Private. Limited" to its name.
(2) The principal objects of
the Company, are as follows:
(3) A copy of the draft
memorandum and articles of association of the proposed company may be seen at
...................
(4) Notice is hereby given that any person, firm, Company or Corporation, objecting to this application may communicate such objection to the Regional Director within thirty days from the date of publication of this notice, by a letter addressed to the Regional Director .........
Dated this___ day of___2003.
X
Y
z
(Name of Applicants)
Meeting to dispense with the
word 'Limited' in the name
S. 25-Notice
convening meeting to dispense with the word 'Limited' in the name
NOTICE
Notice is hereby given that
an Extraordinary General Meeting of the Company will be held at the registered
office of the company at 11, Connaught Place, New Delhi- 110 001, on
___the__2003__at___a.m./p.m. to consider and, if thought fit, to pass with or
without modification, the following resolution as a Special Resolution:
"RESOLVED
that the Regional Director (delegated by the Central Government) having been
granted a licence in accordance with the provisions of section 25(3) of the
Companies Act, 1956, the name of the company be changed by’ omission of the
word 'Limited' from its name which henceforth be called as New Delhi Charitable
Society."
BY ORDER OF THE BOARD
(A B C)
Secretary.
Dated the __2003
Notes: 1.A member entitled
to attend and vote at the meeting is entitled to appoint a proxy to attend and
vote instead of himself and the proxy need not be a member.
2.The relative Explanatory
Statement pursuant to section 173(2) of the Companies Act, 1956, in respect of
Special Resolution set out above is annexed hereto.
Explanatory Statement pursuant to section 173(2) of
the Companies Act, 1956
Section 25 of the Companies
Act, 1956, provides that where a company is registered for the purpose of
charity or for promoting commerce, art, science, religion or any other social
objects and intends to apply its profits or any other income for the promotion
of the aforesaid object and prohibiting the payment of any dividend to its
members and if it can be proved to the satisfaction of the Regional Director,
Kanpur to the said effect, the Regional Director may, by licence, authorise
such company, if supported by a Special Resolution, to change its name
including or consisting of the omission of the word 'Limited' or 'Private Limited'.
Your company being a
charitable organisation, the Regional Director 23 has been pleased to grant a
licence authorising the company to drop the word 'Limited' from its name
provided the same is confirmed by the members at a General Meeting by a Special
Resolution.
Your Board of Directors
recommended passing of the proposed Special Resolution, in the interest of your
institution.
None of the members of the
Board of Directors is interested in the resolution.
Section 25. Company exempted from certain provisions
In exercise of the powers
conferred by sub-section (6) of section 25 of the Companies Act, 1956,
the Central Government has directed that a body corporate to which a licence is
granted under section 25 shall be exempt from the following provisions of the
Act:
S1. Section Extent of exemption
No.
1 2(45) In so far as it requires the
appointment of an individual to
perform
the duties which may be performed by a Secretary
and
any other ministerial or administrative duties only if he
possesses the prescribed
qualifications.
2. 147 The whole.
3. 160(l)(a) The whole.
4. 166(2) The whole provided that the time,
date and place of each
Annual
General Meeting are decided upon before-hand by
the
Board of Directors having regard to the directions, if
any,
given in this regard by the company in General Meeting.
5. 171(l) A General Meeting may be called
by giving a notice in
writing
of not less than fourteen days.
6. 193 Minutes
may be recorded within thirty days of the conclusion of every meeting in case
of companies where the Articles of
Association provide for confirmation of minutes by circulation.
7. 209(4A) Book of accounts relating to a
period of not less than four
years
immediately preceding the current year shall be preserved.
8. 219 Shall be exempt to the extent
that the documents mentioned
in
sub-section (1) may be sent not less than fourteen days
before
the date of the General Meeting.
9. 257 Shall not apply to companies
whose articles provide for
election
of Directors by ballot.
10. 259 The whole.
11. 264(l) The whole.
12. 285 Shall apply only to the
extent that the Board of Directors,
executive
committee or governing committee of such coin
parties
shall hold at least one meeting within every six calendar months
.
13. 287 Shall apply only to the
extent that the quorum for the Board
Meeting
shall be either eight members or one-fourth of its
total
strength, whichever is less, provided the quorum shall
not
be less than two members in any case.
14. 292 Matters referred to in
clauses (c), (d) and (e) of sub-section
(1)
may be decided by the Board by circulation instead of at
a
meeting.
15. 299 Shall apply only to cases to
which sub-sections (1) and (3)
of
section 297 apply.
16. 301 A register shall be
maintained only of contracts to which
sub-sections
(1) and (3) of section 297 apply.
17. 303(2) The whole.
(Notification No. SO 1578,
dated 1-7-1961, supplemented by SO 2767, dated 5-8-1964,
GSR 73,.dated 30-12-1965 and SO 35(E), dated 9-2-1976).
Note The Companies (Amendment) Act, 2000 making it
mandatory for a private company and a public company to have a minimum paid up
capital of Rs. 1 lakh & Rs. 3 lakhs respectively under section 3 does not
apply to a company registered under section 25 under sub-section (6) of
section 3.
Section 31-Alteration
of Articles of Association of a company by Special Resolution
Adoption of new article in
substitution of the existing articles of the company
Articles of Association of a company are the guidelines of a company establishing or elaborating the provisions of the Companies Act, 1956, framing the guidelines for the relationship of the company with its members. A set of model Articles of Association of a company limited by shares have been inserted in Table 'A' in Schedule I to the Companies Act, 1956. Because of frequent amendment/modification or addition to the Companies Act, 1956 or to Table 'A' itself or due to business exigencies, it becomes necessary to adopt a new set of articles in substitution of the entire set of old articles. Pursuant to section 31, a new set of article for a company may be adopted by Special Resolution at a General Meeting held after giving due notice.
173
General Meeting for adoption
of a new article
S. 31-Notice
of a General Meeting for adoption of a new article
RUSHABH MANAGEMENT &
INFOSYS
Dated the ____2003
NOTICE
Notice is hereby given that
the Extraordinary General Meeting of the company will be held at the registered
office of the Company at 301, Ashirwad Comp, Anand - 388 001, on
___the___2003___at___a.m./p.m. to consider and, if thought fit, to pass with or
without modification the following resolution as a special resolution:
"RESOLVED that the Regulations contained in the
printed document submitted to the meeting having been initialled for the
purpose of identification by the Chairman hereof be and are hereby approved and
adopted as the Articles of Association of the company in substitution for and
to the exclusion of all existing articles of the company."
BY ORDER OF THE BOARD
(X Y Z)
Secretary.
Note 1. A member entitled to attend and vote at the
meeting is entitled to appoint a proxy to attend and vote instead of himself
and the proxy need not be a member.
2.The relative Explanatory Statement pursuant to section 173(2) of the Companies Act, 1956 in respect of Special Resolution set out is annexed to this notice.
Explanatory Statement pursuant to section 173(2) of
the Act
The Companies (Amendment)
Act, 1974, has brought into operation a number of modifications and new
provisions making it necessary to amend certain provisions of the existing
Articles of Association of the company extensively.
Your Board of Directors
considers that instead of amending the existing articles substantially which
would have been a very cumbersome affair, a new set of Articles of Association
having provisions in conformity with the latest amendments/additions in the
provisions of the Companies Act 1956, Rules, and the requirements of Stock
Exchange formalities be adopted. A new set of Articles of Association has been
prepared to meet the requirements of your company and a copy thereof will be
available at the registered office of the company for inspection by any member
during the company's working hours on any day during business hours. Copies of
the proposed Articles of Association will also be available at the General
Meeting.
The articles which are
relevant even after the amendment of the statutory provisions have been
retained in the new set as it is.
Some of the amendments and
new articles are in conformity with the existing statute and differ with the
existing articles both in matter and form. Your Directors feel that some of the
significant changes are highlighted for your attention:
(1)
Existing Article …….Proposed Article ……………………………………
The Existing Article …….provided procedure for the
alteration of the provisions of the Memorandum of Association of the company
inter alia by an application to a competent Court. The Companies (Amendment)
Act, 1974, has shifted the authority of the Court of the Company Law Board and
the article has been redrafted to conform to the provisions
of sections 17 and 18 of the Companies Act, 1956, as
amended.
(2) Existing Article
……Proposed Article……..
Under the Existing Article ……..a fee not exceeding
Rs. 2/- may be charged for the registration of each transfer, grant of
probate, and other documents required to be registered with the company in
connection with transfer or transmission of shares. The proposed Article has been drafted to meet the listing
requirements of the Stock Exchanges which provides that unless otherwise
determined by the Board, no fee shall be charged for registration of each
transfer and other documents as referred to above, etc. etc.
Alteration of Memorandum/Articles …………..Capital
Clause
Both Memorandum and Articles
of Association of a company contain provisions as regards authorised capital of
a company and its division into different classes of shares. Any alteration
either by increasing or decreasing of capital pursuant to section 94 of the
Companies Act, 1956, has the effect of alteration of the capital clause
contained in the memorandum or the articles of the company. Whereas
applicability of the provisions of section 94 is general covering all kinds of
alteration, provisions of memorandum or articles can be altered or varied only
in the event of change in the authorised capital of the company. If authorised
by the articles of the company, the alterations of share capital of a company
may be done adopting an Ordinary Resolution in pursuant to the provisions of st-.ction
94 of the Act. But, in addition, there is every scope of passing one change in
parts in a single meeting for the alteration of the authorised capital clause
in the Memorandum or the Articles of Association of a company by Special
Resolution. In re: North Cheshire Brewery Co., (1920) WN 149.
Alteration of Articles of
Association for insertion of a new article
S. 31 reads with
3(l)(iii)(d)-Notice of alteration of article for insertion of a new
article
RUSHABH MANAGEMENT &
INSYS
PUBLIC NOTICE
Notice is hereby given that
an Extraordinary General Meeting of the Company will be held at the registered
office of the Company on Tuesday 3rd September, 2003 at 10.30 A.M. to consider
and if thought fit, to pass with or without modification the following Special
Resolution:
"RESOLVED that article
3 of the Article of Association of the Company be altered by addition of the
following clause (iv) after the existing clause (iii):
(iv) prohibits any
invitation or acceptance of deposits from persons other than its members,
directors or their relatives."
BY ORDER OF THE BOARD
Secretary
Date_____
Alteration of Articles of
Association for increase of capital
S. 31-Notice
to effect the alteration of Articles of Association by increase of authorised
capital
RUSHABH MANAGEMENT &
INFOSYS
NOTICE
Notice is hereby given that
the Extraordinary General Meeting of the company will be held at the registered
office of the company at 301, Ashirwad Comp, Anand - 388 001.,on ____the___2003
__at____ a.m./p.m. to consider and, if thought fit, to pass with or without
modification the following resolutions
(a) as Ordinary Resolution :
"RESOLVED that the authorised share capital of
the Company be in creased from Rs. 2,00,00,000/- to Rs. 5,00,00,000/-
by creation of 30,00,000 new equity shares of Rs. 10/- each ranking pari
passu with the existing equity shares."
(b) as Special Resolution:
"RESOLVED that clause 5
of the Memorandum of Association of the Company including the marginal notes
thereof, be amended by substituting there for the following clause:
"5. The authorised
capital of the company is Rs. 5,00,00,000 (Rupees five crores) consisting of
50,00,000 equity shares of Rs. 10 each with power to increase the capital and
to issue any of the original share or shares as preferential or guaranteed
shares."
(c) as Special Resolution:
RESOLVED that the Articles of Association of the
company be altered by substituting the following new article ___in place of
the present article ____thereof:
"The authorised share
capital of the company is Rs. 5,00,00,000/- divided into 50,00,000 equity
shares of Rs. 10/- each."
BY ORDER OF THE BOARD
(X Y Z)
Secretary.
Dated the _____2003
Notes: 1.A member entitled
to attend and vote at the meeting is entitled to appoint a proxy to attend and
vote instead of himself and the proxy need not be a member of the company.
2.The relative Explanatory
Statement pursuant to section 173(2) of the Companies Act, 1956, in respect of
special business set out above is annexed hereto.
Explanatory Statement pursuant to section 173(2) of
the Act
Your Board of Directors
having been satisfied that there is sufficient balance standing to the general
reserve of the company as on the ___2003___and can also meet the conditions set
by the Central Government in connection with the issue of bonus shares,
considered the desirability to capitalise a sum of Rs. 2,00,00,000 being a part
of the amount standing to the credit of the general reserve, and recommends
that pursuant to statutory and other legal provisions and subject to various
approvals there for including those of the Reserve Bank of India, where
applicable, utilisation of the said amount of Rs.2,00,00,000/- as bonus
shares to be applied in payment in full for the issue of 20,00,000 equity
shares of Rs. 10/- each credited as fully paid-up in the capital of
the company as shares (hereinafter called the 'bonus shares') to rank in all
respects pari passu with the existing equity shares of the company (save and
except that the bonus shares shall not participate in respect of any year or
period before the date of the ' issue and allotment of such bonus shares). The
bonus shares are to be issued and allotted to those persons whose names appear
on the register of members of the company on such date as may be fixed by the
Director of your company in that behalf after obtaining the approval of SEBI
and the Reserve Bank of India, wherever applicable. As the recommendation of the
Director will consist of issuing one bonus share against each equity share held
subject, however, to the necessary approval as mentioned hereinbefore, there
would be no fractional certificate for
disposal.
In order to put the proposal
into effect, it is necessary to increase the authorised share capital of the
company and considering that in future the subscribed capital may be required
to be balanced by the future issue of shares, the Directors recommend that the
authorised capital of the company be increased from 20,00,000 equity shares to
50,00,000 equity shares of Rs. 10 each.
The following Directors hold
shares on the capital of the company and may be deemed to be interested, if at
all in the proposed resolution :
Mr ... 100
equity shares Jointly
with
another
Mr ... 100
equity shares Jointly
with
another
Mr ... 100
equity shares Jointly
with
another
Your Directors recommend
acceptance of the aforesaid resolution in the interest of the company.
Alteration of articles-Change of name
In the proviso to sub-section
(1) of section 31, it is indicated that alteration in the Articles of
Association which has the effect of converting a public company into a private
company 24 must be done with the approval of the Central Government now delegated
to the Registrar of Companies. Unlike other provisions in the Articles of
Association which can be done by obtaining an approval of the company at a
General Meeting change of name in the above manner should also be approved by
the Central Government also delegated to the Registrar of Companies, to be so
effective.
Extraordinary General
Meeting for Change of Name
S. 31-Notice
of General Meeting for change, of name
RUSHABH MANAGEMENT &
INFOSYS
NOTICE
Notice is hereby given that
the Extraordinary General Meeting of the Company will be held at the registered
office of the Company at 301, Ashirwad Comp, Anand - 388 001., on
___the___2003___at__a.m./p.m. to consider and, if thought fit, to pass the
following resolution as Special Resolution with or without modification :
"RESOLVED that subject
to the approval of the Central Government under section 43A(4) of the Companies
Act, 1956, the company be converted into a private company and that the name of
the company be changed to "Wadhwa & Company Private Limited".
BY ORDER OF THE BOARD
(X Y Z)
Secretary.
Dated the____2003
Notes : 1.A member entitled
to attend and vote at the meeting is entitled to appoint a proxy to attend and
vote instead of himself and the proxy need not be a member of the company.
2.The relative Explanatory
Statement pursuant to section 173(2) of the Companies Act, 1956, in respect of
special business set out above is annexed hereto.
Explanatory Statement pursuant to section 173(2) of
the Act
The company (which was
registered as a private company) became by virtue of the provisions of section
43A(l) of the Companies Act, 1956, a public company as more than fifty per cent
of the paid-up share capital of the company was held by one or more
bodies corporate as on the date of commencement of the Companies (Amendment)
Act, 1960. On becoming a public company, the company at the material time
informed the Registrar of Companies that it has become a public company and got
the name of the company duly amended in its Certificate of Incorporation
pursuant to sub-section (3) of the said section t43A of the Act.
The investing companies had
recently transferred their entire holding of shares on the capital of the
company to certain individuals, making the position such that presently no body
corporate holds any of the shares on the capital of the company. On becoming a
public company by operation of section 43A, your company did not change or
amend the articles and it retains all the characters of a private company
enumerated pursuant of section 3(l )(111) of the Act.
After the proposal now put
forward for your acceptance is adopted, the company will approach the Registrar
of Companies, for the confirmation of the resolution in question, so as to
reconvert the company into a private company by changing its name as mentioned
above.
None of the Directors are
interested in the proposed resolution but they recommend acceptance of the
resolution in the interest of the company.
The procedure to be followed
in such case is as follows
Procedure
1. Make an application to
the Central Government on a plain paper explaining the change in circumstances
which no longer pertain to make the company a deemed public company.
2. The application will be addressed to the concerned Registrar of Companies.
3. Enclose the following
documents along with the application:
(i)a copy of each of the
balance-sheet and profit and loss account of the company for the last
three years;
(ii)a copy of the Board's
resolution;
(iii)a treasury challan
evidencing the payment of the requisite fee as prescribed under the Companies
(Fees on Application) Rules, 1999.
4. Pay the fee into any of
the branches of the Punjab National Bank through a challan, for credit"
under the following head, namely
Major Head Alphanumeric
Code Account Code Serial Source
Description Code Category
Check
Digit
(1) (2) (3) (4) (5)
1475 Other General Economic 147500105 14750006 113
Service
1475-00-105 Regulation of Joint Stock 14750010596 14750035 119
Companies
5. On receipt of the
approval of the Central Government if the approval is conditional in this
behalf, call a Board Meeting to fix the date, time, place and agenda of the
General Meeting to pass a Special Resolution converting the deemed public
company into a private company as section 31 applies.
6. Issue notices and hold
the General Meeting.
7. Register the Special
Resolution within thirty days of its passing with the Registrar in Form No. 23.
8. After the approval is
obtained, intimate the Registrar for issuing a fresh certificate of
incorporation, and on such issued the deemed public company again becomes a
private company.
Conversion of a public company into a private
company.
There is no specific
provision in the Act for conversion of public company into a private company
except the proviso to sub-section (1) of section 31 of the Act, which
indicates that no change of name of a company which has the effect of
converting a public company into a private company shall have effect unless
such alteration has been approved by the Central Government delegated to the
Registrar of Companies. Considering the different provisions of the Companies
Act, the following procedure should be adopted for the conversion of a public
company into private company:
1.Take the necessary
decision on conversion in your Board Meeting and fix up the time, place and
agenda for convening General Meeting to alter the Articles of Association and
consequently, the name, by Special Resolution.
2.Convene the General
Meeting and pass Special Resolution to the following effect:
(1) To change the articles by incorporating in them
the conditions necessary to make the company a private company, vide section
3(l)(iii). Such other Articles which do not apply to a private company may also
be altered .
(ii) Consequent to the above
changes, to add the word 'private' in the name of the company before the word
'limited' (Section 21).
The above changes will be
made in the articles, subject to the approval of the Central Government, by
delegation of the Regional Director, for the conversion under section 31 will
only be effective when approved by him; otherwise the old position will remain.
This should be made clear in the body of the resolution itself.
File the Special Resolutions
passed with Explanatory Statements with the Registrar in Form No. 23 within
thirty days of their passing (Section 192).
Apply to the Registrar of
Companies for approving the changes mentioned in item 2 above in Form No. I B
26 enclosing necessary papers, as mentioned I n the said form, including the
challan for the fees within three months from the passing of the Special
Resolution.
5. Documents to be attached with the application
are:
(i)
Current
Memorandum and the Articles of Association;
(ii)
Latest
balance-sheet and the profit and loss account;
(iii) A copy of the minutes of the meeting at
which the decision for converting company was taken.
6.File a copy of the
application along with the copies of all the documents enclosed therewith with
the Registrar simultaneously
7.The Regional Director, on
receipt of the application, may require a suitable notice to be published in
newspapers; and in that case, the same should be complied with and the relevant
newspaper clipping should be sent to the Government.
8. Being satisfied on all
accounts, the Regional Director will approve the changes and the conversion of
the company from public to private, will be effective from that date.
9.Get the altered articles printed and file a copy thereof with the Registrar within a month from the date of receipt of the approval.
10.Apply to the Registrar
for issue of a fresh certificate of incorporation in the changed name, viz.,
the existing name with the word 'Private'. On issue of such fresh certificate,
the change of name of the converted company shall be final and complete.
It should, thus, be noted
that, although the company becomes 'private company' as soon as the approval of
the Regional Director for the conversion under section 31 is received, the
change in its name becomes effective only on the issue of the fresh certificate
of incorporation by the Registrar in the changed name.
Changing or variation of the terms of contract mentioned in
prospectus-Section 61
Every prospectus issued by
or on behalf of a company shall state the matters specified in Part I of
Schedule 11 and set out the reports specified in Part II of that Schedule and
the said Parts I and 11 shall have effect subject to the provisions contained
in Part III of that Schedule. The prospectus, inter alia, should disclose the
substance of any contract or arrangement or proposed contract or arrangement
whereby any option, preferential right of any kind has been or is proposed to
be given to any person to subscribe for any shares in or debentures of a
company etc. Every prospectus, issued in pursuance of either section 44(2)(a)
or section 56 or section 70 of the Act, contains a list of material contracts
and any terms of any such contract in order to be changed or varied must be
done by the company only subject to the approval of, or on the authority, as
the case may be, given by the company in General Meeting.
Notice for record date for
ascertaining names entitled to receive letter of offer
Miscellaneous-Public
Notice informing about record date
X Y Z Limited
NOTICE FOR RECORD DATE FOR
ASCERTAINING THE NAMES
PERSONS ENTITLED TO RECEIVE
LETTER OF
OFFER
Notice is hereby given that_____(day) the___(Date) has been fixed as the 'Record Date' for ascertaining the names of persons who shall be entitled to receive the Letter of Offer in connection with the proposed issue of ___12% Non-convertible Debentures of Rs. 10/- each on rights basis in the ratio of one Non-convertible Debenture for every equity share of Rs.10/- each held by the shareholders on that date viz. The Non convertible Debentures to be offered are together with detachable and tradable warrants which could be exercised by the share-holder after 12 months from the
date of allotment for
exchange and allotment of one equity share of Rs. 10/- each at a premium
of Rs ___i.e. at an issue price of Rs. 10/- per share and aggregating in
value of Rs. 30 crores.
All valid share transfer
deeds delivered to the company at its Registered office or at the office of its
Registrars and Share Transfer Agents by the close of business hours on
_____(Date) alone will be considered for entitlement of the above issue. Share
transfer deeds received on or after irrespective
of the date of mailing will not be considered for entitlement and no
correspondence will be entertained on the subject.
Place: X Y Z
Limited
Date: Secretary.
General Meeting for approval
of change in prospectus
S. 61-Notice
of General Meeting for obtaining approval for change in prospectus
RUSHABH MANAGEMENT &
INFOSYS
NOTICE
Notice is hereby given that
the Extraordinary General Meeting of the Company will be held at the registered
office of the Company at 301, Ashirwad Comp, Anand - 388
001.,on___the___2003-__at___a.m./p.m. to consider and, if thought
fit, to pass with or without modification the
following resolution as an Ordinary Resolution:
"RESOLVED that pursuant
to section 61 of the Companies Act, 1956, the Directors of the Company be and
are hereby authorised to vary the terms of the contract dated the___ 2001___I
with M/s. ABC Engineers and Associates, the consulting engineers of the
company, to provide a clause for arbitration of Chambers of Commerce in the
event of dispute in regard to any of the matters arising out of the terms of
the aforesaid contract notwithstanding that the original terms of the contract
do appear in the prospectus dated the___2003
BY ORDER OF THE BOARD
(X Y Z)
Secretary.
Dated the _____2003
Notes: 1.A member entitled
to attend and vote at the meeting is entitled to appoint a proxy to attend and
vote instead of himself and the proxy need not be a member of the company.
2.The relative Explanatory
Statement pursuant to section 173(2) of the Companies Act, 1956, in respect of
special business is annexed hereto.
Explanatory Statement pursuant to section 173(2) of
the Act
Section 61 of the Companies
Act, 1956, provided that a company shall not, at any time, vary the terms of a
contract referred to in the prospectus or a statement in lieu of prospectus
except with the approval of, or on the authority given by, the company in General
Meeting.
The company which issued a
prospectus in relation to the offer of ___equity shares to the public indicated
in such prospectus the material terms of a contract/ agreement dated the
___2003___ M/s. ABC Engineers and Associate, the consulting engineers of the
company, entrusted with the company's expansion project. The said consulting
engineers are keen to include a clause in regard to arbitration in the said
agreement with the company which your Directors agreed in principle subject to
the approval of the company being obtained at a General Meeting.
None of the Directors are
interested in the aforesaid agreement and recommend acceptance of the same in
the interest of the company.
Highlights of Issue
S. 81-Public
Notice highlighting the rights issue
Offer
of ____Equity Shares in the ratio of 2 Equity Shares for every
I Equity Share held by existing share holders for
Rs. 10/- each at a premium of Rs. 15/- per share aggregating Rs and Public Issue of Equity Shares of Rs. 10/- each for cash
at a premium of Rs. 180/- per share
aggregating Rs ...........
HIGHLIGHTS
1. Existing profit making, and professionally managed company.
2. First project in India to have technical collaboration for
manufacturing with
3. The company has been rated first in India in terms of
appreciation on Premium Issues.
4. The company has a strong clientele for
............................................
5. The company has surpassed the projections made at the time
of the previous public issue, which had opened on .
6. All the projects are closely related to the core
competencies of the Company in....
7. Technical collaborations with: .........................
8. Projects located at ____are eligible for backward area
benefits in the form of 5 year Income Tax holiday u/s. 80 (1A) and exemption
from Sales Tax for 15 years.
9. Project
appraised by has provided a term loan
of Rs
10. IDBI has also participated by way of an EFS loan of Rs
............
11. Income Tax benefits under 80L and 80M of the Income Tax Act, 1961
and Wealth Tax benefits.
12. Easy
liquidity: Listing on ....................
In the event of the present
Issue of Equity Shares being oversubscribed, the basis of allotment will be
finallsed in consultation with the Regional Stock Exchange at ........
Internal to the Company
1 . For its new units, the Company is yet to obtain the No
Objection Certificate (NOC) from the
2. For its new units, the Company is yet to receives sanction
of the required power load.
3. There was a delay of ___months in the commencement of
commercial production vis-a-vis the disclosure made in the earlier
offer document.
4. The Company is yet to undertake ground water level survey.
5. The Company is yet to register the land required for its
project in its name.
6. The books of accounts of the Company
have been taken away by the Income Tax Department under section 132 of the
Income Tax Act.
External to the Company
7. Demand for the Company's products may
be affected with increased competition. Any unfavorable change in Government
Policies/Rules on excise duty, income-tax, sales tax, and import duties
may also affect the profitability of the Company.
8. Imported plant & machinery and raw
materials are subject to exchange rate fluctuations. Any adverse fluctuation
can affect the cost of the project and profitability.
9.
Investors
may note that listing in as many as 5 stock exchanges does not necessarily
ensure liquidity.
1 . None of the projects are polluting and
hence the Company does not envisage any problem in getting the NOC from the
respective .............
2. Application for sanction of the power
connection has been made and the management of the Company does not foresee any
difficulty in getting sanction. However, stand-by arrangements have been
made for installing D.G. Sets. The sanction is expected by
.............................
3. The delay was on account of delayed
despatch of imported machinery from suppliers and longer time taken in customs
clearance than envisaged.
4. Ground Water Level Survey to ascertain availability of water
will be undertaken.
5. The Company has already acquired the
required land and the registratilon formalities are expected to be completed
by .....
6. The Company has is pursuing the matter with the Income Tax
Department for return of the books of accounts.
7. Keeping the Company's track record in
mind, the management is confident of remaining successful in spite of
competitive conditions.
8. The Company will be taking adequate
steps to minimise the effect of any adverse fluctuations in the exchange rate.
However, PNB Capital Services Ltd. has provided for contingencies to the extent
of Rs _____crores while assessing the project cost.
Mutual Funds Amount
(Rs.
in lacs)
LIC Mutual Fund 560.00
Canbank Mutual Fund 237.50
Indian Bank Mutual Fund 190.00
Ind. Bank (offshore) Mutual Fund 190.00
PNB Mutual Fund 190.00
153.33
1520.83
Punjab National Bank 200.00
UTI Bank Ltd. 95.00
Andhra Bank 95.00
State Bank of Patiala 49.40
Tourism Finance Corpn. of India 95.00
The Vysya Bank Ltd. 95.00
The UCO Bank 19.00
Indus Ind Bank Ltd. 95.00
Indian Bank 98.80
842.20
ABC Fund 285.00
ILF Fund 95.00
380.00
NRIs & OCBs 1570.92
Grand Total 4313.95
If the company does not
receive the minimum subscription of 90% of the issue amount including
devolvement of underwriters within 60 days from the date of closure of the
issue the Company shall forthwith refund the entire subscription amount
received. For the delay beyond 78 days from the closure of the issue, if any,
in refund of such subscription the Company shall pay interest at the rate of
15% per annum. If there is delay in refund of amount collected the Company and
the Directors of the Company shall be jointly and severally liable to repay the
amount due by way of refund with interest @ 15 % per annum for the delayed
period beyond 78 days from the closure of the issue.
Sections 77A & 77B-Buy-back of shares
A company may buy-back
its own shares up to 25% of its paid up capital and free reserves or up to 10%
of the total paid-up equity capital and free reserves" under section
77A of the Companies Act 1956 on the following conditions after passing a
special resolution in a general meeting of the company or passing a resolution
at a meeting of the Board of Directors as the case may".
(i) buy-back of shares
can be done only out of company's free reserves, securities premium account or
proceeds of any shares or other specified securities;
(ii) buy-back of
shares should be authorised by the Articles of Association of the Company;
(iii)shares bought back
should be extinguished and physically destroyed within seven days from the date
of buyback;
(iv) The process of buy-back
of shares should be completed within twelve months from the date of passing of
the special resolution or a resolution passed by the Board" and the Company
which has bought back its shares should not make any further issue of the same
kind of shares including allotment of further shares under section 8(l)(9) or
other securities within a period of six months from the date they complete the
process of buyback of its securities, except by way of bonus issue, conversion
of warrants/preference shares/debentures stock option or sweat equity;
(v)listed companies going
for buy-back of shares should also comply with the Securities and
Exchange Board of India (Buy-Back of Securities Regulations, 1998.) for
this purpose;
(vi) private limited company
and unlisted public limited companies going for buyback of shares should also
comply with the Private Limited Company and Unlisted Public Limited Company
(Buy-back of Securities) Rules, 1999.
(vii) a company which has
defaulted in repayment of deposits, redemption of debentures/preference shares
and repayment to financial institutions cannot buyback its shares ;
(viii) making of full and
complete disclosure of all material facts in the notice of the meeting at which
special resolution for the purposes of buy-back is proposed to be passed
(ix)the ratio of the debt
owned by the Company should not be more than twice the capital and its free
reserves after the buy-back but Central Government may prescribe a higher
ratio for a class or classes of companies;
(x)all the shares or other
specified securities should be fully paid up;
(xi) declaration of solvency
should be filed with the Registrar of companies and the Securities and Exchange
Board of India immediately after passing of the special resolution for buyback
purposes and before making the purchase in Form No. 4A;
(xii) filing a return with
the Registrar of Companies and Securities and Exchange Board of India
containing prescribed particulars relating to the buyback within thirty days of
completion of the buy-back;
(xiii) buying back of shares
should not be made through any subsidiary company including the companies own
subsidiary;
(xiv) buying back of shares
should not be made through any investment company or group of investment
company.
(xv) buy-back of
equity shares in any financial year should not exceed 25% of the company's
total paid-up equity capital in that financial year.
Approval for buy-back
of shares
RUSHABH MANAGEMENT &
INFOSYS
NOTICE
Notice is hereby given that the Extra Ordinary General Meeting of the Company will be held at the registered office of the Company at 301, Ashirwad Comp, Anand - 388 001.on ___the___2003 at___ A.M./P.M. to consider and, if thought fit, to pass the following resolution as special resolution with or without modification:
RESOLVED that pursuant to
section 77A of the Companies Act, 1956 read with article ___of the Articles of
Association of the company_____ equity shares of the company be and are hereby
purchased from the existing equity shareholders of the company on a
proportionate basis at the price of Rs . pershare out of the companies free reserves.
RESOLVED FURTHER that the
aforesaid buying back of the equity shares of the company be made in accordance
with the SEBI (Buy Back of Securities) Regulations, 1998.
RESOLVED FURTHER that the
directors of the company be authorised to carry out the aforesaid buying back
of securities and to take every steps that may be necessary in connection
therewith or ancillary or incidental thereto.
By order of the Board
Dated the ___2003 Secretary
Notes: (1)A member entitled
to attend and vote at the meeting is entitled to appoint a proxy to attend and
vote instead of himself and the proxy need not be a member of the company.
(2)The relative Explanatory
Statement pursuant to section 173(2) of the Companies Act, 1956 in respect of
the aforesaid special business is annexed hereto.
(3)The special resolution
requires consent of shareholders through Postal Ballot.
Explanatory Statement pursuant to section 173(2) of
the Companies Act, 1956
The Board of Directors of the company on ___2003 at their meeting approved the proposal for buyback of shares of the Company. Such proposal was to buy back ____ equity shares from the existing equity share holders of the company on a proportionate basis at the price of Rs . per share out of the Company's free reserves. This is being done in order to increase the share value of the company and also to support its share price so as to prevent the temporary weakness shown in the share price of the company. The aforesaid proposed buyback of shares will not only strengthen the companies share base but will also prohibit any unwelcome takeover bids of the company.
The
proposed buyback of shares will be made at a price of Rs . ____per share being
a little above the present market price of shares. This is done in order to
give incentive to the shareholders and to make the offer shareholder friendly.
The company has Rs. ____as free reserve which is lying unutilised for so many
years due to slump in the capital market and therefore it is desirable that Rs
. ___-out of the free reserve of the company be utilised to buyback its shares
by way of returning surplus cash to its existing equity shareholders.
The proposed buyback through
tender offer will be implemented following SEBI (Buyback of Securities)
Regulations, 1998. The promoters of the Company are not intending to offer
their shares in the proposed buyback of shares of the company. The time limit
for completion of buyback will be twelve months from the date of passing of
this proposed resolution by the members. Once the aforesaid proposed special
resolution is passed the Company will distribute the letter of offer containing
all the details to the existing shareholders of the company as on ___which will
reach the shareholders before the opening of the offer. After the passing of
the aforesaid special resolution the company will make a public announcement in
one English National Daily and in one Hindi National Daily and in one regional
language daily with wide circulation at Nagpur containing all the material
information specified in Schedule II to the SEBI (Buyback of Securities)
Regulations, 1998.
The Company has no defaults
subsisting in repayment of deposits, redemption of debentures or preference
shares or repayment of term loans to any financial institutions or banks. The
Board of Directors has made a full enquiry into the affairs and prospects of
the company and they have formed the opinion that immediately following the
date on which the Extraordinary General Meeting is convened there will be no
grounds on which the company could be found unable to pay its debts. The Board
has also formed its opinion that as regards the prospects of the Company for
the year immediately following the date of the aforesaid general meeting, the
company will be able to meet its liabilities as and when they fall due and will
not be rendered insolvent within a period of one year from that date and this
opinion has been formed by the Board having regard to the intentions with
respect to the management of the company's business during the year mentioned
above and to the amount and character of the financial resources which will in
its view be available to the company during that year. The Board in forming its
opinion for the above purposes has taken into account the liabilities of the
company as if the company were being wound up under the provisions of the
Companies Act, 1956 including prospective and contingent liabilities.
The Board of Directors of
the company has also received a report from the company's auditors stating that
they have enquired into the company's state of affairs and the amount of the
permissible capital payment for the securities in question is in their view
properly determined and the Board of Directors of the company has formed the
opinion mentioned above on reasonable grounds and that the company will not
having regard to its state of affairs be rendered insolvent within a period of
one year from the date of the above general meeting.
None of the directors of the
company are interested or concerned in the proposed special resolution except
as shareholders of the company.
The Directors of the company
recommend the passing of the proposed special resolution by the members of the
company.
Section 79-Issue of shares at a discount
A company may issue shares
at a discount pursuant to section 79 of the Companies Act, 1956, on the
following conditions after obtaining the approval of the Company Law Board :
(1)shares to be issued at a
discount should be of a class already issued and not less than one year has at
the date of the issue elapsed since the date on which the company was entitled
to commence business;
(ii)the issue of the shares
at a discount should be authorised by a resolution passed by the company in
General Meeting and sanctioned by the Company Law Board;
(iii)the resolution should
specify the maximum rate of discount at which the shares are to be issued. Such
rate should not in any case exceed ten per cent.
Every prospectus relating to
the issue of shares must contain particulars of the discount allowed on the
issue of shares or of so much of that discount as has not been written off at
the date of the issue of prospectus. If default is made in complying with the
aforesaid requirement, the company and every officer of the company who is in
default will be punishable with fine of up to Rs. 500/-.
NOTICE
Notice is hereby given that the Extraordinary General Meeting of the Company will be held at the registered office of the Company at 301, Ashirwad Comp, Anand - 388 001, on___the___2002___at___a.m./p.m. to consider and, if thought fit, to pass the following resolution as Ordinary Resolution with or without modification:
RESOLVED that subject to the
approval of the Company Law Board, the Board of Directors of the Company, be
and is hereby authorised to issue in accordance with the provisions of section
79 and other applicable provisions of the Companies Act, 1956, to the issue of
4,00,000 equity shares of Rs. 10/- each in the capital of the company at
a discount of not exceeding ten per cent of the face value of the shares
hereof."
BY ORDER OF THE BOARD
(X Y Z)
Secretary.
Dated the ____2002
Notes : (1)A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a member of the company.
(2)The relative Explanatory
Statement pursuant to section 173(2) of the Companies Act, 1956, in respect of
special business is annexed hereto.
Explanatory Statement pursuant to section 173(2) of
the Act
The company, having been
incorporated in June, 1976, became entitled to commence business on and from
the Ist August, 1976. The company has to face many constraints to start
commercial production and during the years subsequent to its going for
commercial production by the middle of November, 1976, the company's operation
has been slowed down due to shortage of vital raw material which could not be
obtained by the company indigenously. Your Directors consider that in view of
the scarcity of the said material in India as well as in the world market, the
company makes its own arrangement for the manufacture of the said material
which will save the company valuable foreign exchange to the extent of more
than Rs. 50 lakhs every year. The project cost for the plant and accessories
for the manufacture of the materials has been estimated at Rs. 2.50 crores of
which the company will be
able to arrange about Rs. 1 crore from the banks and the financial institutions
as term loan. The balance amount as well as the part of the other associated
capital expenditure has been proposed to be raised by your Directors by way of
issue of further 2,00,000 equity shares of Rs. 10 each at a discount of maximum
Re. I per share.
The shares of the company
are listed for dealing in two recognised Stock Exchanges. The existing
quotation ranges from Rs. 8.50 to 9. 10. The series of new equity shares, that
are now proposed to be issued, will similarly be listed with the said Stock
Exchanges for dealing and it has been pointed out to the company by the Stock
Exchange authorities that under the circumstances the only recourse is to issue
the proposed new series at a discount so that the price of the shares when
listed stays within the proximity of the price of shares already quoted in the
market.
The Directors of the company
are confident that if the envisaged project on product of versification is once
carried out, the company will be able to pay reasonable dividend and expect the
price of the share to go up above par. In addition, the Directors had initiated
a valuation certificate to be obtained from the Auditors of the company which
indicates valuation of your company's equity shares fairly above the face value
of the shares. A copy of such valuation of the equity shares of the company is
available for inspection by the members at any time during the business hours
of the company.
Pursuant to the provisions
contained in section 79 the company is making an application by way of petition
to the Company Law Board under the Company Law Board Regulations, 1991. None of
the Directors are interested in the proposed transaction and recommend the
resolution for your approval.
1. Board Meeting.-Hold a Board meeting
and decide about the number of shares to be issued at a discount and the date
of discount at which the shares are to be issued. Fix up the date, time and
place of the general meeting.
2. General Meeting.-Issue notice of the general meeting
and pass a resolution for issue of shares at a discount subject to the
approval of the Company Law Board and vetting by SEBI.
3. Rate of discount.-The resolution must
specify the maximum rate of discount allowed.
4. Resolution.-When the shares are
to be issued to the public then Special Resolution is required to be passed;
otherwise ordinary resolution. However the provisions of the Articles of
Association of the company must be checked up in this regard.
5. Shares which can be
issued at a discount.-The company may issue shares at a discount of a class already
issued by the company.
6. Time within which
discount shares be issued.-Ensure that not less than one year has at the date of the issue
elapsed since the date on which the company was entitled to commence business.
7. Company Law Board's
order.-When
the maximum rate of discount exceeds ten per cent, the proposal will not be
sanctioned by the Company Law Board unless it is of the opinion that a higher
percentage of discount may be allowed in the special circumstances of the case.
8. Shares at a discount.-Where shares are issued at a
price lower than the market price but not below the nominal value of the shares
such an issue is not an issue at a discount. At a discount means at a price
less than the nominal value of the shares.
The petition is to be made
to the Company Law Board under the Company Law Board Regulations, 199 1,
accompanied by the under noted documents:
9. Documents to be attached
with the petition
(1) Certified true copy of Memorandum and Articles of
Association.
(2) Certified true copy of notice calling the meeting with
explanatory statement and the resolution sanctioning issue.
(3) Certified true copy of minutes of the meeting at which the
resolution was passed.
(4) Certified true copies of' last 3 years'
audited balance-sheets and profit and loss account, auditor's reports and
directors' reports.
(5) Affidavit verifying the petition.
(6) Bank draft evidencing payment of fee of Rs. 1.000/
(7) Memorandum of appearance, in Form No. 5
of the Company Law Board Regulations, 1991 along with certified copy of Board
Resolution or executed Vakalatnama as the case may be.
10. Fee payable.- The fee payable on the petition is Rs. 1,000/
11. Filing of Special Resolution.- When a special resolution
is passed, then File Form No. 23 with the Registrar of Companies after paying
the requisite filing fee, as per Schedule X of the Act.
12. Action to be taken on receipt of Company Law Board's order
(a) On receipt of the order of the Company
Law Board, file the same along with Form No. 21 with the Registrar of Companies
concerned after paying the requisite film(,, fee.
(b) Issue the shares within two months after the date of sanction
by the Company Law Board.
(c) Ensure to get the prospectus vetted by the SEBI before the
proposed issue.
(d) Every prospectus relating to the issue
of the shares should contain the particulars of the discount allowed or of the
amount not written off.
(e) Get the- shares enlisted as per the terms of issue on
the recognised stock exchange.
(f) it is not necessary to disclose the
issue of such shares or the particulars of the discount allowed in the balance-sheet
issued subsequent to the issue of the shares.