Section 640B and Section 268-Appointment of Director(s)
not liable
to retire by rotation
This section deals with the aspect of amendment of provisions I n the
memorandum or the articles or in an agreement or in any resolution passed by
the company in General Meeting or by its Board of Directors, to provide for
appointment or re-appointment of a Managing/Whole-time Director or
of a Director not liable to retire by rotation.
The appointment of Managing/Whole-time Directors is regulated by
the provisions of section 269 of the Companies Act, 1956. This section,
therefore, has to be considered in case of appointment of any nominee Director
either by shareholders holding block shares or by the creditors advancing
substantial loan to the company and having financial interest in the well being
of the company.
The effect of the section is that all amendments in the memorandum/articles of the company or any agreement or resolution of the company or Board of Directors either relating to the nominated Directors or the Directors who are not liable to retire by rotation shall have no effect unless approved by the Central Government on application made to it in the prescribed form.
It may be noted that all the public financial institutions have
provisions for appointing a nominee and in all cases such provisions supersede
the provisions of the Companies Act, and therefore, need not have to apply to
the Central Government in case of appointment of a non-rotational nominee
Director of such financial institutions.
It should be noted that
approval of the Central Government is not necessary for introducing the
provision relating,(, to the appointment of non-rotational Director for
the first time.
Amendment of Articles of Association for appointment of one or more than one nominee Director or non-rotational Director
PUBLIC NOTICE
RUSHABH MANEGEMENT &
INFOSYS
Regd. Office: 301,Pitru Ashirwad
Anand 388001
NOTICE
Notice is hereby given that the Company intends to make an application
to the Central Government under section 268 of the Companies Act, 1956, for the
amendment of article___ of its Articles of Association to make provision in the
said article for the appointment of one or more than one nominee Director or
non-rotational Directors to be appointed by the debenture-holders
of the Company and the State Financial Corporation.
A General Meeting of the members will be convened in due course for the
purpose of obtaining accord of the members to the proposed amendment of the
aforesaid article of the Articles of Association of the company by a Special
Resolution.
BY ORDER OF THE BOARD
(X Y Z)
Secretary.
Dated the .. 2003.
Amendment of Articles of
Association relating to
nomination of non-rotational
Directors
(Another format)
Ss. 640 B and 268-Anotherform of
notice under section 640B
PUBLIC NOTICE
RUSHABH MANEGEMENT &
INFOSYS
Regd. Office: 301,Pitru Ashirwad
Anand 388001
NOTICE
Notice pursuant to section 640B of the Companies Act, 1956, is hereby
given that the company intends to apply to the Central Government in terms of
section 268 of the Companies Act, 1956, for their approval to the amendment of
the provisions of the Articles of Association of the Company relating to the
nomination of non-rotational Directors of the Company.
BY ORDER OF THE BOARD
(X Y Z)
Secretary.
Dated the .. 2003.
Amendment of Articles
relating to appointment of
Managing/Whole time
Directors
PUBLIC NOTICE
RUSHABH MANEGEMENT &
INFOSYS
Regd. Office: 301,Pitru Ashirwad
Anand 388001
NOTICE
Notice pursuant to section 640B of the Companies Act, 1956, is hereby
given to all the members of the Company that the Company intends to apply to
the Central Government for its approval Linder section 268 of the Act to the
amendment of the Articles of Association of the Company relating to appointment
of Managing/Whole-time Directors as adopted by the Company at its
Extraordinary General Meeting held on the ___2003.
BY ORDER OF THE BOARD
(X Y Z)
Secretary.
Dated the .. 2003
Variations/amendment regard
to Remunerations/per question
PUBLIC NOTICE
RUSHABH MANEGEMENT &
INFOSYS
Regd. Office: 301,Pitru Ashirwad
Anand 388001
NOTICE
Notice is hereby given that the company intends to apply to the Central
Government for its approval pursuant to section 268 of the Companies Act, 1956,
for the variations/amendment of the terms and conditions in regard to
remuneration/perquisites payable to Mr ____the Managing Director of the
company, for the period from 2003____to ____2003
BY ORDER OF THE BOARD
(X Y Z)
Secretary
Dated the ... 2003
Amendment in Re-appointment
of Director
Public Notice
RUSHABH MANEGEMENT &
INFOSYS
Registered Office: 301,Pitru Ashirwad
Anand 388001,
Notice is hereby given that pursuant to section 640-B read with
section 268 of the Companies Act, 1956 the Company intends to apply to the
Central Government for its approval for amendment in the provision relating to
re-appointment of Mr ___as a director not liable to retire by rotation.
By order of the Board
Secretary
Dated . ____
Section 640B and
Section 269-Appointment or re-appointment of
Managing or Whole-time
director of a company
The pre-requisite of an application to the Central Government under this section for making an application in the prescribed form , is to publish notices in newspapers in compliance with section 640B of the Companies Act, 1956.
Pursuant to section 269 of
the Companies Act, 1956, an application to the Central Government is to be made
within ninety days of the date of the application if the appointment is not
according to the terms and conditions laid-down in Schedule XIII, and
unless approved by the Central Government the appointment shall cease from the
date following the date on which the communication rejecting the appointment is
received by the company from the Central Government. If the appointment is
approved with modification of the terms and conditions applied for by the
company, the appointment shall be regulated accordingly.
While making appointment provisions
of Schedule XIII Part I have to be kept in mind and the application to the
Central Government shall be necessary only in cases where the appointment is
not in accordance with the provisions of Part I Schedule XIII. As far as the
remuneration is concerned, it is to be in accordance with Part II of Schedule
XIII and both the two parts should comply with Part III of Schedule XIII. If
any departure is to be made, the approval of the Central Government shall be
required.
Insertion in newspapers relating to appointment of
Managing/Whole time Director of a company
PUBLIC NOTICE
RUSHABH MANEGEMENT & INFOSYS
Regd. Office: 301,Pitru Ashirwad Anand 388001,
NOTICE
Notice is hereby given
pursuant to section 640B of the Companies Act, 1956, to the members of the
company that the company intends to make an application to the Central
Government for its approval under section 269 and other applicable provisions,
if any, of the said Act for the appointment of Mr. A as the Managing Director
of the company for a period of five years with effect from the ____ 2003 at a
remuneration and subject to the terms and conditions contained in a draft
agreement proposed to be entered into between the company and Mr. A which was
placed before and approved by them at the Extraordinary General Meeting of the
company held on the____2003.
BY ORDER OF THE BOARD
(X Y Z)
Secretary.
Dated the ___2003.
Re-appointment of Managing/Whole-time Director
PUBLIC NOTICE
RUSHABH MANEGEMENT & INFOSYS
Regd. Office: 301 Pitru Ashirwad Anand 388001
NOTICE
Notice is hereby given to
the members of the Company pursuant to section 640B of the Companies Act, 1956,
that the Company intends to apply to the Central Government for its approval to
the re-appointment of Mr. A and Mr. B, who are the Managing Director and
Whole-time Director respectively of the Company under Section 269 of the
Act for a period of five years with effect from___the____2003 at a remuneration
and terms and conditions contained in draft agreements entered between the
Company on the one part and Mr. A and Mr. B respectively on the other part
which were duly approved by the shareholders at the Annual General Meeting of
the company held on the____2003.
BY
ORDER OF THE BOARD
(X
Y Z)
Secretary.
Dated the ... 2003
Appointment of non - rotational/alternate Directors with
remuneration
PUBLIC
NOTICE
RUSHABH MANEGEMENT & INFOSYS
Regd. Office:301 Pitru Ashirwad
Anand 388001
NOTICE
Notice pursuant to the
provisions of section 640B of the Companies Act, 1956, is hereby given that the
company intends to make an application to the Central Government under sections
198, 309 etc. of the said Act and other applicable sections for its approval to
the appointment and payment of remuneration to Mr. PKG and Mr. GHI, who are in
the whole-time employment of the company as alternate Directors
respectively for Mr. RA Black and Mr. ZA White, the Directors of the company,
during the period of their respective absence from the State of Maharashtra with effect from the ___2003
for a period of three years.
BY
ORDER OF THE BOARD
(X
Y Z)
Secretary.
Dated the . 2003
Appointment of a paid Managing Director/Chairman
(Whole-time)
PUBLIC
NOTICE
RUSHABH
MANEGEMENT & INFOSYS
Regd.
Office:301 Pitru Ashirwad
Anand
388001
Notice pursuant to section
640B of the Companies Act, 1956 is hereby given to the members of the company
that the company intends to make an application to the Central Government for
its approval, under the provisions of section 269 of the said Act, and other
applicable provisions of the said Act for the appointment of Mr. KSD, as
Managing Director of the authorised body which took over the management of the
above company pursuant to section 18AA of the Industries (Development &
Regulation) Act, 1951, with effect from the ____2003 on the terms and
conditions as agreed by him and as embodied in a letter of appointment dated
the ___2003, and having been approved by the authorise body.
BY ORDER OF THE BOARD
(X Y Z)
Secretary.
Dated the __2003
Approval of the Central
Government under sections 310 and 311 of the Act for increase in remuneration
to a Managing or Whole-time Director will not be necessary if the
increase is in conformity with the provisions of Schedule XIII appended to the
Act.
From financial year starting with 1-4-2000 the Companies should adhere to the relevant provisions of the Companies Act in the matter of payment of remuneration to the managerial personnel both in letter and spirit. If for any justifiable reasons, it is proposed to pay remuneration in excess of Schedule XIII the matter should be timely resolved in the Board Meeting. The Board Resolution should clearly justify the increase giving sustainable adequate reasons for payment of remuneration in excess of the amount indicated in Schedule XIII. The applications for government approval should also be submitted well in time. No payment of remuneration in excess of the limit under Schedule XIII should be made till the Government approval is received.
Intimation to Stock Exchange regarding Appointment of
Managing Director
Ss. 640B and 269-Appointment o Managing Director-Intimation
thereof
XYZ
LIMITED
301
Pitru Ashirwad
Anand
388001
The Executive Director,
. Dated ...................
Dear Sir,
We write to inform your that
subject to the approval of the Central Government being obtained, the
shareholders of the Company at the General Meeting of the Company held on___
have approved the appointment of Shri ___as
Managing Director for a period of five years with effect from ___on a remuneration
of Rs ___A certified copy of the proceedings of the General Meeting is
enclosed.
Thanking you and assuring
you our best attention always.
Yours
faithfully
For
XYZ Limited
Encls. As above Secretary
Intimation to Stock Exchange for appointment of Alternate
Director
XYZ
LIMITED
301
Pitru Ashirwad
Anand
388001
To
The Executive Director,
Dated
____
Dear Sir,
This is to inform you that
at the Board Meeting held on ......... the
Board of Directors of the Company has approved the proposal for the appointment
of Shri ___as an alternate director to Shri___ during
his absence from____ India.
A certified copy of the
resolution is enclosed.
Thanking you and assuring
you our best attention always.
Yours
faithfully
For
XYZ Limited
Encls. As above Secretary
Intimation to Stock Exchange regarding appointment of
Small Shareholders' Director
Director
XYZ Limited
301 Pitru Ashirwad
Anand 388001
To
The Executive Director,
Dated
_________
Dear Sir,
We hereby inform you that
Shri .... has been elected and
appointed as the small shareholders' director at the Annual General Meeting of
the Company held on ___ at the registered
office of the company at 10.30 a.m. in accordance with
the Companies (Appointment
of the Small Shareholders' Director) Rules, 2001.
Thanking you
Yours faithfully,
For XYZ Limited
Sd/
Secretary
Intimation to Stock Exchange regarding appointment of
Nominee Director
XYZ Limited
301 Pitru Ashirwad
Anand 388001
To
The Executive Director,
Dated _______
Dear Sir,
We write to inform you that
Industrial Finance Corporation of India has nominated Shri ___as a director on
the Board of the Company with effect from
Thanking you and assuring
you our best attention always.
Yours
faithfully
For
XYZ Limited
Sd/
Encls. as above. Secretary
Intimation to Stock Exchange for Appointment of Additional
Director
XYZ Limited
301 Pitru Ashirwad
Anand 388001
To
The Executive Director,
Dated _____
Dear Sir,
This is to inform you that Shri .... has
been appointed as an additional director on the Board of the company.
A certified copy of the
resolution is enclosed.
Thanking you and assuring
you our best attention always.
Yours
faithfully
Sd/
For
XYZ Limited
Encls. as above Secretary
Increase in remuneration payable to whole-time Directors
PUBLIC
NOTICE
RUSHABH
MANEGEMENT & INFOSYS
Regd. Office: 301 Pitru Ashirwad
Anand 388001
Notice pursuant to section
640B of the Companies Act, 1956 is hereby given that the Company intends to
apply to the Central Government for its approval under section 310 of the said
Act, for increase in the remuneration payable to Mr ___and Mr____ the whole-time
Directors of the company with effect from the ___2003 pursuant to the
respective agreements dated the ____2003, entered into by the company with the
aforesaid Directors for a period of five years from ___2003.
The two agreements, referred
to above, can be inspected at the registered office of the company on any,
working day during the office hours of the company.
BY ORDER OF THE BOARD
(X Y Z)
Secretary.
Dated the .. 2003
Increase in remuneration payable to Managing Director
PUBLIC NOTICE
RUSHABH
MANEGEMENT & INFOSYS
Regd. Office:301 Pitru
Ashirwad
Anand 388001
Notice
pursuant to section 640B of the Companies Act, 1956
Notice pursuant to section
640-B of the Companies Act, 1956, is hereby given that the company
intends to make an application to the Central Government under sections 310 and
311 of the said Act, for its approval to increase the remuneration of Mr. A,
the Managing Director of the company, and also to make an application under
sections 268 and 309 of the said Act for the approval of the Central Government
for payment of the increased remuneration to Mr. A, as the minimum remuneration
to him is in excess of the limits prescribed under section 309(3) of the Act.
BY ORDER OF THE BOARD
(X Y Z)
Secretary.
Dated the .. 2003
Increase in remuneration payable to Joint Managing Director
PUBLIC
NOTICE
RUSHABH
MANEGEMENT & INFOSYS
Regd. Office: 301 Pitru Ashirwad
Anand 388001
Notice pursuant to section 640B of the Companies Act, 1956
Notice pursuant to section 640B of the Companies Act, 1956, is hereby given that the company intends to apply to the Central Government for its approval under section 310 of the Companies Act, 1956, for payment by way of remuneration of Rs. 200,000/- per month to M/s. BK & Company Limited in partial reimbursement of enhanced remuneration including perquisites being proportionately incurred by the said M/s. BK & Company Limited on Mr. A who is concurrently the Managing Director of both the companies.
BY ORDER OF THE BOARD
(X Y Z)
Secretary.
Dated the .. 2003
XYZ Limited
301 Pitru Ashirwad
Anand 388001
To
The Board of Directors have directed me to intimate you that on account of your having been convicted by High Court of Delhi of an offence involving moral turpitude and sentenced in respect thereof to imprisonment for one year, attracting provision of Section 274(l)(d) of the Companies Act, 1956, you shall be deemed to have vacated office of Managing Director with effect from
Thanking
Yours
faithfully
Secretary.
Dated:_____
Intimation to Stock Exchange for Removal of Director
XYZ Limited
301 Pitru Ashirwad
Anand 388001
To
The Executive Director,
Dated_____
Dear Sir,
We enclose the notice of the Annual General Meeting
together with Explanatory Statement to be held at ___on___ at hours to consider
the proposal received from a shareholder for removal of Shri ___auditor from
the auditor ship of the company.
Thanking you and assuring
you of our best attention always.
Yours faithfully
For XYZ Limited
(Secretary)
Intimation to Stock Exchange about Removal of Director
(Another format)
XYZ Limited
301 Pitru Ashirwad
Anand 388001
To
The Executive Director,
Dated
____
Dear Sir,
I am directed to forward the
proceedings of the Extraordinary General Meeting of the Company according
approval for the removal of Shri ___a director Of the Company.
............................................................................................................
Thanking you and assuring
you our best attention always.
Yours faithfully
For XYZ Limited
(Secretary)
Encls: As above
Increase in sitting fee of Director for attending meeting
RUSHABH MANEGEMENT & INFOSYS
Regd. Office: 301 Pitru Ashirwad
Anand 388001
Notice pursuant to section
640B of the Companies Act, 1956
Notice pursuant to section
640B of the Companies Act, 1956 is hereby given that the company intends to
make an application to the Central Government in connection with the increase
of Directors' remuneration by way of a fee for each meeting of the Board or
committee thereof attended by any Director from Rs. 5,000/- to Rs. 6,000/-
in terms of section 310 of the said Act, and consequent amendment of the
relevant articles of the Articles of Association of the company.
BY ORDER OF THE BOARD
(X Y Z)
Secretary.
Dated the
. 2003
The Central Government has
been empowered to appoint directors only on an order passed by the Company Law Board
to effectively safeguard the interest of the company or its shareholders or the
public interest to prevent mismanagement or oppression.
The power is in the nature
of a preventive action and can be exercised by the Company Law Board either on
a reference made to it by the Central Government or on an application made by
the shareholders.
One hundred members of the
company or members holding one-tenth of the total voting power may make
an application to the Company Law Board. On receipt of a reference from the
Central Government or on a complaint from the requisite number of members and
after making the enquiry if the Company Law Board is satisfied that it is necessary
to make the appointment in order to prevent the affairs of the company being
conducted either in a manner which is oppressive to any members of the company
or in a manner prejudicial to the interests of the company or to public
interest, the Company Law Board may by order in writing specify the numbers of
Directors to be appointed and the Central Government may then appoint directors
for a period not exceeding three years on any one occasion.
The Company Law Board may
direct the company to amend its articles in the manner provided in section 265
of the Act and make appointments of Directors on the basis of proportional
representation. Where such an order has been made by the Company Law Board, it
may direct the company that until new directors are appointed in pursuance of
the said order such number of persons as the Company Law Board may by order
specify as being necessary to effectively safeguard the interests of the
company or shareholders or the public interest shall hold office as Additional
Directors. On such a direction being made the Central Government shall appoint
such Additional Directors.
The Directors or Additional
Directors appointed by the Central Government shall not be required to hold
qualification shares. Their period of office shall also be not liable to
retirement by rotation. They may be removed by the Central Government and
others may be appointed in their places.
After the Central Government
has appointed one or more directors and so long as they remain in office, no
change in the Board of Directors shall have effect unless confirmed by the
Company Law Board.
Where any person is
appointed by the Central Government to hold office as directors or additional
directors, the Central Government may issue directions to the company with
regard to its affairs and such direction may include direction to remove an
auditor already appointed and to appoint another auditor in his place or to
alter the articles of the company and upon such direction being given, the
appointment, removal or alteration, as the case may be, shall be deemed to have
effect without the company being required to do any further act or thing.
Section 408 permits the
appointment of a director on the Board only if first it is found that it is
necessary to make the appointment in order to prevent the affairs of the
Company being conducted either in a manner which is prejudicial to the interest
of the company or to public interest meaning that such a conduct must be
burdensome, harsh and wrongful. The power must, therefore, be exercised
sparingly and only in a clear case where the affairs of the company are being
conducted so as to leave no manner of doubt that not taking action will be
prejudicial to public interest. (South India Viscose Ltd. v. Union o India,
(1982) 52 Comp Cases 247 (DB) (Del).
The petition which is to be
made to the Company Law Board in form No. 1 given in Annexure H of the Company
Law Board Regulations, 1991 be accompanied by the under noted documents:
Documents to be attached
with the petition
1 .Documentary and/or other
evidence in support of the statements made in the petition as are reasonably
open to the petitioner(s).
2.Documentary evidence in
proof of the eligibility and status of the petitioner(s) with the voting power
held by each of them.
3.Affidavit verifying the
petition.
4.Bank draft evidencing
payment of application fee of Rs. 500/- .
5.Memorandum of appearance
with copy of the Board resolution or the executed Vakalatnama, as the case may
be.
6. Three spare copies of the
petition.
The fee payable on the
petition is Rs. 2,500/-.
The primary purpose of the
section is to check the activities of raiders and speculators to gain control
of public companies having substantial reserves and good profit with a view to
superseding the management or compelling the management to purchase their
shares at exorbitant prices in order to retain control. The Company Law Board
is empowered to prevent any change in the Board of Directors of the company as
a result of any change in the ownership of its shares which would be
prejudicial to its interest and with a view to prevent the control of well
known companies from passing into the hands of unscrupulous and ambitious
raiders.
Who can rile a complaint
under Section 409
The complaint can be made by
a director or managing director or manager and not by any other person.
When a complaint is made to
the Company Law Board and if after enquiry the Board is satisfied that it is
just and proper so to do, it may by order direct that no resolution passed or
that may be passed or no action taken to effect a change in the Board of
Directors after the date of the complaint shall have effect unless confirmed by
the Company Law Board.
The order of the Company Law
Board shall have effect notwithstanding anything to the contrary contained in
any other provision of the Act or in the Memorandum or Articles of Association
of the company or in any agreement or any resolution passed in general meeting.
Until completion of inquiry
and before passing any final order, the Company Law Board can pass interim
order on a complaint received by it.
The provisions of this
section are not applicable to a private company. Petition to Company Law Board
The petition which is to be
made to the Company Law Board in Form No. 1 in Annexure 11 of the Company Law
Board Regulations, 1991 to be accompanied by the under noted documents:
1.Documentary and/or other
evidence in support of the statements made in the petition, as are reasonably
open to the petitioner(s).
2.Documentary evidence in
proof of the eligibility and status of the petitioner(s) with the voting power
held by each of them.
3.Affidavit verifying the
petition.
4.Bank Draft evidencing
payment of application fee.
5.Memorandum of appearance
with copy of the Board Resolution or the executed Vakalatnama, as the case may
be.
6. Three extra copies of the
petition. Fee Payable
The fee payable on the petition is Rs. 2,500/-.
Effect of order made under section 402 of the Act
No person can claim any
damages or compensation for loss of office or in any other respect against the
company for termination of any agreement in exercise of power under Section
402. No managing director or other director or manager whose agreement is so
terminated or set aside, shall be appointed or act as the managing director or
other director or manager of the company for a period of five years from the
date of the order terminating or setting aside the agreement without the leave
of the Company Law Board.
Any person who knowingly
acts as a managing director or other director or manager after termination of
the agreement and every director of the company who is knowingly a party to
such contravention shall be punishable 'With imprisonment for a term which may
extend to one year or with fine which may extend to Rs. 50,000/- or with
both.
Notice mandatory to Central
Government for obtaining leave of the Company Law, Board
For obtaining leave of the
Company Law Board notice of the intention to apply for leave has to be served
on the Central Government and an opportunity of being heard in the matter has
to be given to the Central Government.
Petition to grant leave
under section 407 for an appointment of Managing Director or manager whose
agreement has been terminated or set aside provided notice has been served on
Central Government is to be made in Form No. 1
of Annexure II to Company Law Board Regulations, 1991 with a fee of Rs.
2,500/- and accompanied by the following documents:
(1) Documentary and/or other
evidence in support of the statements made in the petition, as are reasonably
open to the petition(s).
(2) Documentary evidence in
proof of the eligibility and status of the petitioner(s) with the voting power
held by each of them.
(3) Where the petition is
presented on behalf of members, the letter of consent given by them.
(4)Statement of particulars
showing names, addresses, number of shares held and whether all calls and other
moneys due on shares have been paid in respect of members who have given
consent to the petition being presented on their behalf.
(5) Whether the petition is
presented by any member or members authorised by the Central Government under
section 399(4), the order of the Central Government authorising such member or
members to present the petition shall be similary annexed to the petition.
(6) Affidavit verifying the
petition.
(7)Bank draft evidencing
payment of application fee of Rs. 2,500/-.
(8) Memorandum of appearance
with copy of the Board Resolution or the executed Vakalatnama, as the case may
be.
Notice of call to shareholders
XYZ LIMITED
Registered Office ........
To
Dear Sir/Madam,
This is to inform you that the Board of Directors of the Company has by a resolution dated-___decided to make a call on the equity shares of the company for the amount remaining unpaid.
We find from the Register of
Members that you are the registered holder of___ equity shares in the capital
of the Company. Kindly arrange to effect payment of a sum of Rs ___to the
Company's bankers by A/c payee crossed D.D. payable on any Nationalised Bank in
India on or before ____in terms of the Board Resolution.
For your information, the company will not register any transfer or transmission of your shares, until the call amount is paid-up.
Yours faithfully,
For and on behalf of XYZ
Company Ltd.,
Secretary.
Notice of call to shareholders payable in instalment
S. 91/Reg. 13-Notice
of call to shareholders payable in instalment
X & CO. LTD.
Registered Office ..........
To
Dear Sir/Madam,
This is to inform you that the Board of Directors of the Company has, by a resolution dated ___decided to make a call on the equity shares of the Company for the amount remaining unpaid.
The Board has further
resolved that the call money shall be payable in three instalments of Rs
____each.
We find from the Register of
Members that you are the registered holder of___equity shares in the capital of
the Company.
We, therefore, request you
to effect payment of the following amounts to our bankers on or before the
dates mentioned against each amount.
(1) 1st day of May, 2003 Rs ............
(2) 1st day of Sept., 2003 Rs ............
(3) 1st day of Dec., 2003 Rs ............
The instalment payment
should be made by A/c payee crossed Demand Draft payable on any nationalised
bank in India in favour of the Company.
While paying each
instalment, kindly detach the receipt appended to this letter and forward the
same to our Bankers along with the Demand Draft. The receipt will be returned
to you after due endorsement by our bankers.
For your information, the
Company will not register any transfer or transmission of your shares, until
the call amount is paid-up.
Yours faithfully,
For & on behalf of X
& Co. Ltd.
Secretary
Information to Equity shareholders regarding
despatch of Call Notices
S.
91/Reg. 13-Public notice informing the Equity Shareholders regarding
despatch of call notices
X Y Z Limited
Registered Office: 301 Pitru
Ashirwad Anand 388001
FOR THE ATTENTION OF EQUITY SHAREEOLDERS
The Company has already despatched the Second and
Final Call Notices to Equity Shareholders of partly paid Equity shares whose
names appeared on____ in the Register of
Members.
THE LAST DATE OF PAYMENT OF THE CALL IS
........................
Shareholders are requested to make payment of the
Call money before the due date mentioned above, Failure to pay the Call Money
within the aforesaid period will render the holders liable to pay interest @
18% per annum for delayed payment of the Call and also liable for forfeiture.
That apart, transfer of Shares will not be registered unless the payment of
Second Call Money (and Allotment and 1st Call Money if any due) has been made
thereon.
Please write to the Company's Registrars and
Transfer Agents, for non-receipt of Notice of any clarification, quoting the Folio Number.
Place: For
X Y Z Limited
Date: Secretary
Address of Registrars to the Issue
and Transfer Agents.
PRACTICE NOTES
1. Calls on shares when become due
When notice is issued the calls on shares become
due. (C.P. Gnanasambandam v. Tamil Nadu Transports (Coimbatore) (P) Ltd. (1971)
41 Comp. Cas. 26 (Mad.)). (China Steamship & Labnon Coal Co. Ltd. (1869) 38
LJ Ch 199).
2. Interest on Call
For non-payment of calls, after forfeiture
interest in arrears may be recovered.
(Faure Electric Accumulator Co. Ltd. v. Phillipart
(1888) 58 LT 525.) (Collector of Moradabad v. Equity Insurance Co. Ltd. (1948)
18 Comp. Cas. 309 (Oudh) (where the Court did not allow 12% interest).
Notice to shareholders of
intention to forfeit shares
X AND COMPANY LTD.
Regd. Office ...............
To
A.B.,
Dear Sir/Madam,
I am directed to inform you that you were liable to
pay the call money at the rate
of Rs. 5 per share pursuant to Board Resolution dated ____conveyed to you vide company's letter dated
____addressed to you. You have, however, failed to
pay the same. The matter has
been considered by the Board of Directors of the company. The Board has
resolved to call upon you to pay the company the arrears of call money
together with interest at % p.a. from
the due date till date of payment, on or before ____in default of which your
shares are liable to be forfeited by the company without further notice to you.
Dated:___
Yours faithfully
For & on behalf of X & Co. Ltd.
Secretary
Notice of Forfeiture of
shares
Reg. 29/30-Notice
to shareholder of forfeiature of shares
X AND COMPANY LTD.
Regd. Office
To
Mr. A.B.,
Dear Sir/Madam
In my letter of ____I had advised you of the Board's
decision to call upon you to pay the arrears of call money together with
interest thereon on or before____ in default of which your shares were liable
to be forfeited without further notice to you.
I am now instructed to inform
you that consequent on your failure to comply with the conditions of the said
letter, the Board of Directors has on the ____day of___2002 resolved to forfeit
your shares for non-payment of arrears of call money.
Dated: _________
Yours faithfully,
For & on behalf of X & Co. Ltd.
Secretary.
Declaration of forfeiture
I
___son of ___a Director/Manager/Secretary of the Company, do hereby declare and
state as follows:
(1) The Company had on the ____day of___2001,___
made a call for a sum of Rs___ per shares on the equity share issued by the
Company, payable to the company's bankers on or before.
(2)A call notice was duly
served on a shareholder of the Company holding ___equity ___of Rs___ each and
in respect of which a sum of Rs ____was payable in terms of the said call notice.
(3)As the said shareholder
had failed to pay the call amount by the due date, 1, the Secretary caused a
further notice to be duly served on him, calling on him to pay the arrears of
call money together with interest at ___% p. a., on or before failing which his
shares would be liable to be forfeited without further notice to him.
(4)The said shareholder
having failed to pay the arrears of call money and interest on or before the
said date, the Board of Directors resolved, on the day of___ to forfeit____
equity shares bearing distinctive Nos. from ___to___ and standing in the name
of Mr___ Solemnly affirmed___ this___ day of ___2002 and signed his name in my
presence.
Director/Manager/Secretary
Witness:
Dated ............
Place ............
Exercise of lien over shares
X AND CO. LTD.
Registered Office ..........
To
Mr. A.B.,
New Delhi.
Dear Sir,
Reg.: My letter dated ................
This is further to my letter referred to above
calling upon you to pay the Company your arrears of call money in a sum of
Rs___ within two weeks thereof.
I find from the Company's
records that you have defaulted in making the payment in terms of the letter
under reference till date. I am, therefore, directed by the Board to inform you
that the Company has exercised its lien over your shares.
I am further directed by the
Board to give you notice, in accordance with Article____ of the Articles of
Association calling upon you to pay the company the sum of Rs____ within 21
days of this notice, in default, whereof the company will without further
notice to you proceed to sell your shares and adjust the sale proceeds against
the sum due from you.
Dated: _____ Yours faithfully,
For & on behalf of X & Co. Ltd.
Secretary.