APPENDIX 2

THE COMPANIES REGULATIONS, 1956

S.R.O. 432-B,dated 18-2-1956---In exercise of the powers conferred by section 25, sub-section (1), (2), (3), (5) and (8) and section 609, sub-section (2), of the Companies Act, 1956 (I of 1956), the Central Government hereby makes the following regulations, namely:--

PART A

PREMILINARY

1. Short title, commencement and interpretation----(i) These Regulations may be called The Company Regulations, 1956.

(ii) They shall come into force on such date as the Central Government may, be notification in the Official Gazette, appoint.

(iii) The General Clauses Act, 1897 (X of 1897), applies to the interpretation of these regulations as it applies to the interpretation of a Central Act.

2. Definitions---In these regulations:--

(a) “Act” means the Companies Act, 1956 (1 of 1956).

(b) “Annexure” means an Annexure to these Regulations.

PART B

LICENCES UNDER SECTION 25 TO NEW ASSOCIATION

3. Any association (hereinafter referred to either as “the association “ or as “the proposed company”) which is desirous of being incorporated as a company with limited liability, without the addition to its name of the word “Limited” or the words “Private Limited” shall make an application in writing to the (Regional Director) at Bombay/Calcutta/Kanpur/Madras) for a license under section 25.

4. The application shall be accompanied by the following documents namely:-

(i) Three printed or type=written copies of the Memorandum and Articles of Association of the proposed company;

(ii) A declaration by an advocate of the Supreme Court or of a High Court, an attorney or a pleader entitled to appear before a High Court or (a secretary, or a Chartered accountant, in whole-time practice in India) that the Memorandum and Articles of Association have been drawn up in conformity with the provisions of the Act and that all the requirements of the Act and the rules made there under have been duly complied with in respect of registration or matters incidental or supplementary

thereto;)

(iii) Three copies of a list of the names, descriptions, addresses, and occupations of the promoters (and where a firm is a promoter, of each partner in the firm), as well as of the (members of the proposed Board of Directors, together with the names or companies, associations and other institutions, in which such promoters, partners and members of the proposed Board of Directors are directors or hold responsible positions, if any, with descriptions of the positions so held;)

(iv) If the association is one which is already in existence, three copies of the following documents submitted by the management thereof to its members, for each of the two complete financial years immediately preceding the date of the application, or where the association has functioned only, for one such financial year, for such year :---

(a) the accounts;

(b) the balance-sheets; and

(v) A statement showing in detail the assets (with the estimated values thereof) and the liabilities of the association as on the date of the application or within seven days of that date ;

(vi) An estimate of the future annual income and expenditure of the proposed company, specifying th sources of the income and the objects of the expenditure;

(vii) A statement giving a brief description of the work, if any, already done by the association and of the work proposed to be done by it after registration in pursuance of section 25;

(viii) A statement specifying briefly the ground on which the application is made; and

( “(ix) A declaration by each of the persons making the application in the form set out in Annexure V, or in a form as near thereto as circumstances admit.)

5. If any document specified in regulation 4 (is not in English or in Hindi a translation of that document either in English or in Hindi) certified to be correct by any promoter or proposed director, or in the case of an association which is already inexistence, by any member of its executive or governing body, shall be furnished to the (Regional Director) together with the document.

6. The Memorandum of Association of the proposed company shall be in the form specified in Annexure I, or in a form as near thereto as circumstances admit.

PART C

LICENCES UNDER SECTION 25 TO COMPANIES ALREADY REGISTERED

7. Any company registered under the Act as a limited company, which is desirous of being incorporated without the addition to its name of the word “Limited” or the words “Private Limited”, shall, make an application in writing to the ( (Regional Director) at Bombay/Calcutta/Kanpur/Madras) for a license under section 25.

8. The application shall be accompanied by the following documents, namely :-

(i) Three printed or type-written copies of the Memorandum and Articles of Association of the company ;

(ii) Three copies of a list of the names, addresses, descriptions and occupations of its directors, and of its managers or secretary, (if any, together with the names of companies, associations and other institutions, in which the directors of the positions so held ;)

(iii) Three copies of the following documents submitted to the company in general meeting for each of the two financial years immediately preceding the date of the application, or when the company has functioned only for such financial year, for such year,--

(i) the profit and loss account ;

(ii) the balance-sheet ;

(iii) the annual report of the Board of Directors ; and

(iv) the audit reports;

(iv) A statement showing in detail the assets (with the estimated values thereof), and the liabilities of the company as on the date of the application or within seven days of that date ;

(v) An estimate of the future annual income and expenditure of the company specifying the sources of the income and the objects of the expenditure;

(vi) A statement giving brief description of the work, if any, already done by the company, and of the work proposed to be done by it after registration in pursuance of section 25;

(vii) A statement specifying briefly the grounds on which the application is made and,

(viii) a declaration by each of the persons making the application in the form set out in Annexure V or in a form as near thereto as circumstances admit.)

9. If any document specified in regulations 8 (is not in English or in Hindi a translation of that document either in English or in Hindi) certified to be correct by any director of the company or its manager, if any, shall be furnished to the (Regional Director) together with the documents.

PART D

GENERAL

10. Simultaneously with the application made under Part B or C, as the case may be, the application shall furnish to the Registrar of Companies of the State in which the registered office of the proposed company or company is to be or is situate, a copy of the application, and each of the documents and translations referred to in regulations 4 and 5, or in regulations 8 and 9, as the case may be.

13(11. The applicants shall, within a week from the date of making the application to the (Regional Director) in accordance with regulation 4 or 8 publish in the manner specified below and at their own expense, a notice of the application made to the (Regional Director) and a certified copy of that notice as published, shall be sent forthwith to the (Regional Director). The said notice—

(a) shall be in the form set out in Annexure II, or in a form thereto as circumstances admit; and

(b) shall be published at least once in a newspaper in a principal language of the district in which the registered office of the proposed company is to be situate or is situate, and circulating in that district, and at least once in an English newspaper circulating in that district.

13. The license shall be in the form specified in Annexure III or IV, as the case may be, or in a form as near thereto as circumstances admit.

14 The (Regional Director) may direct the company to insert in its memorandum, or in its articles, or party in the one and party in the other, such conditions of the license as may be specified by the (Regional Director) in this behalf.*

*For Department Instructions, see Note at Appendix III.

Supplemental Regulation

(as regards Companies registered under section 25)

Any company in respect of which a license issued under section 25 of the Companies Act, 1956, read with the Companies Regulations, 1956, subsists at the commencement of these regulations may, at any time after such commencement, amend its Memorandum of Association in accordance with law so as to enable the company to pay in good faith, with the previous approval of the Central Government, reasonable and proper remuneration to any of its members in return for any services (not being services of a kind which are required to be rendered by a member), actually rendered to it, and thereupon the license issued to the said company shall stand modified accordingly.

PART E

REGULATIONS UNDER SECTION 609

(15. The office of the Registrar shall observe such normal working hours as may be approved by the Central Government and shall be open for the transaction of business with the public on all days except Saturday, Sunday and other public holiday(s) between 10.30 a.m. and 3.30 p.m. )

16. (1) The certificate of incorporation granted to a company in pursuance of section 34 shall be in Form 1.

(2) The Registrar shall cause a copy of such certificate to be entered on the Memorandum of Association of the Company, and where the copy cannot be conveniently so entered, he shall cause a copy to be attached to the memorandum of Association, a note regarding such attachment being made on the Memorandum of Association and signed by the Registrar.

17. (1) The Registrar shall examine, or cause to be examined, every document received in his office which is required or authorized by or under the Act to be registered, recorded or filed by or with the Registrar.

((2) If such document is found to be defective or incomplete in any respect, the Registrar shall give notice in writing to the company to rectify the defect or complete the document or to file a revised document complete in all respects, within 15 days from the date of such notice.)

((3) In case of failure on the part of the company to rectify the defect or to complete the document within 15 days after giving notice to the company, the document shall be registered, recorded or filed as the case may be, by the Registrar and the company shall be informed accordingly.)

(18. No document required or authorized by or under the Act to be registered, recorded or filed by or with the Registrar shall be registered, recorded or taken on file until the fee, if any, payable in respect thereof under Schedule X to the Act and any additional fee imposed by the Registrar under section 611(2) are paid.)

19. (1) The following particulars shall be endorsed on every document registered, recorded or filed by the Registrar :--

(i) the number assigned to the company in the Register of Companies maintained by the Registrar in pursuance of regulation 21(1) ;

(ii) its serial number; and ;

(iii) the date on which it is registered, recorded or filed.

(2) Every endorsement referred to in sub-rule (1) shall be signed by the Registrar and shall bear his official seal.

(3) If the endorsement aforesaid cannot be conveniently entered on the document itself, it shall be made on a separate sheet, which shall be attached to the document, a note regarding such attachment being made on the document and signed by the Registrar.

20. When a document is received by the Registrar for being registered, recorded or filed, the Registrar shall acknowledge receipt of the same to the company in Form II.

21. (1) In the office of each Registrar, there shall be maintained a “Register of Companies” in Form III in which the names of the companies shall be entered in the order in which they are registered.

(2) Every company so registered shall be assigned a number in one consecutive series.

(3) In the pages allotted to each company, in the Register, a note shall be made of every document or fact relating to the company which is registered, recorded or filed by or with the Registrar; and the Registrar shall affix his signature to each such note.

(4) The Registrar shall also cause an alphabetical index to be maintained of the companies I the Register.

22. (1) In the office of the *Registrar having jurisdiction over New Delhi, there shall be maintained a “Register of Foreign Companies” in Form III, in which the names of the foreign companies shall be entered in the order in which the documents referred to in section 592 which relate to those companies are delivered to the Registrar.

(2) Sub-regulations (2), (3) and (4) of Regulations 21 shall apply in respect of the Register of Foreign Companies as they apply in respect of the Register of Companies.

23. (1) Documents delivered in pursuance of sub-section (2) of section 597 to the Registrar of any State (other than the Registrar having jurisdiction over New Delhi) in which the principal places of business of foreign companies are situate, shall be kept in the manner specified in sub-regulations (2) and (3).

(2) Documents relating to any one company shall kept together and separately from those relating to the others.

(3) Documents relating to each company shall be kept in chronological order, that is to say in the order of the dates on which they are received by the Registrar.

24. Every certificate or copy granted under the provisions of the Act shall be signed and dated, by the Registrar, and shall beat his official seal.

25. (1) Any person who wishes to inspect a document registered, recorded or filed by or with the Registrar in pursuance of the Act, shall apply to him for the purpose and the application shall be accompanied by the fee specified in that behalf in section 610, sub-section (1), clause 9a).

(2) The applicant shall be allowed to inspect the document, only in the presence of the Registrar or of a person authorized by him in this behalf, and only during office hours.

(3) The applicant shall not be permitted to make a verbatim copy of the documents inspected. He may, however, take any notes in respect of the contents of the document inspected.

26. The documents of each company shall be kept together, distinct and separate from those of other companies.

19. Subs by G.S.R. 399, dated 24-3-1962.

*The Register at Delhi has jurisdiction over New Delhi.

Subs by the Companies (Amendment) Regulations, 1992 vide GSR 924(E) dated 14-12-1992 (w.e.f. 1-1-1993)

Ins. By Companies (Amendment) Regulations, 1992, vide GSR 924(e), dated 14-12-1992 (w.e.f. 1-1-1993).

27.( * * * )

28. ( * * * )

ANNEXURE I

(See Regulation 6)

Memorandum of Association

1. The name of the company is “_____________ “

2. The registered office of the Company will be situated in the State of ________________

3. The objects for which the company is established are :--

the doing of all such other lawful things as are incidental or conducive to the attainment of the above objects :

Provided that the company shall not support with its funds, or endeavor to impose on, or procure to be observed by, its members or others, any regulations or restriction which, if an object of the company, would make it a trade Union.

4. The objects of the company extend to the ____________ (here enter the name of the State or States, and country or countries).

5. (1) The income and property of the company, when so ever derived , shall be applied solely for the promotion of its objects as set forth in this Memorandum.

( ( 2) No portion of the income or property aforesaid shall be paid or transferred, directly or indirectly, by way of dividend., bonus or otherwise by way of the profit, to persons who, at any timed, are, or have been members of the company or to any one or more of them or to any person claiming through any one or more of them.

(3) (Except with the previous approval of the Central Government, no remuneration,) or other benefit it money or moneys worth shall be given by the company to any of its members, whether officers or servants of the company or not, except payment of out of pocket expenses, reasonable and proper interest on money lent, or reasonable and proper rent on premises let to the company.

(4) (Except with the previous approval of the Central Government, no member) shall be appointed to any office under the company which is remunerated by salary, fees, or in any other manner not excepted by sub-clause (3).

(5) Nothing in this clause shall prevent the payment by the company good faith of reasonable remuneration to any of its officers or servants (not being members) or to any other person (not being a members) in return for any services actually rendered to the company.)

6. No alteration shall be made to this Memorandum of Association or to the Articles of Association of the company which are for the time being in force, unless the alteration has been previously submitted to and approved by the (Regional Director.)

7. The liability of the member is limited.

8. (For companies limited by guarantee) :-

Each member undertakes to contribute to the assets of the company in the event of its being wound up while he is a member or within one year afterwards for payment of the debts or liabilities of the company contracted before he ceases to be a member and of the costs, charges and expenses of winding up and for adjustment of the rights of the contributories among themselves such amount as may be required not exceeding a sum Rs__________

(For companies limited by shares) :--

The share capital of the company will consist of Rs. ______________________________ divided into ________________________________ shares of ______________________________ rupees each.

20. Deleted by S.R.O. 188, dated 9^thJanuary, 1958, See Notification, Gas. of India, Part II, Section 3, page 127, dated 18^th January, 1958.

21. Subs. by G.S.R. 399, dated 24-3-1962.

22. Subs. by G.S.R. 1445, dated 1-9-1967.

23. Subs. by G.S.R. 1850 dated 1-12-1966.

9. True accounts shall be kept of all sums of money received and expended by the company and the matters in respect of which such receipts and expenditure take place, and of the property, credits and liabilities of the company; and, subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of the company for the time being in force, the accounts shall be open to the inspection of the members. Once at least in every year, the accounts of the company ascertained by any one or more properly qualified auditor or auditors.

10. If upon a winding up or dissolution of the company, there remains, after the satisfaction of all the debts and liabilities, any property whatsoever, the same shall not be distributed amongst the members of the company but shall be given or transferred to such other company having objects similar to the objects of this company, to be determined by the members of the company at or before the tine of dissolution or in default thereof, by the High Court of Judicature that has or may acquire jurisdiction in the matter.

11. We, the several persons whose names, addresses, descriptions, and occupations are hereto subscribed are desirous of being formed into a company not for profit, in pursuance of this Memorandum of Association :-

Names, addresses, description and occupations of subscribers :-

1. _________________________________ of _____________________________*

2. __________________________________of _____________________________*

3. __________________________________of ______________________________*

4. __________________________________of ______________________________*

5. __________________________________of _______________________________*

6. ___________________________________of ______________________________*

7. ____________________________________of ______________________________*

Dated the _________________________ day of ____________________ 20 _______

Witness to the above signatures of

*If the association is a company limited by shares, here enter “number of shares” taken by each subscriber.

ANNEXURE II

(See Regulation 11 (a) )

NOTICE

(1) Notice is hereby given that in pursuance of section 25 of the Companies Act, 1956, an application has been made to the Government of India for a license directing that*

a body about to be formed under he name of the ** ______________________________ (here enter the name of the body)

**(here enter the name of the Company) 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.

**may change its name by omitting the word “Limited” or the words “Private Limited” from its name.

2. The principal objects of the company, are as follow :-

(2-A. A copy of the draft memorandum and articles of association of the proposed company may be seen at _________________________________________________________ (give the address are) )

3. Notice is hereby given that any person, firm, company or corporation, objecting to this application may commencement 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) Bombay/Calcutta/Kanpur/Madras ).

Dated this ___________________________ day of ___________________ 20 ______

Names of Applicants.

*Strike out whichever is not required.

24. Ins. by G.S.R., 399, dated 24-3-1962.

25. Subs. by G.S.R. 1850, dated 1-12-1966.

1. Subs. for the words “Regional Director of the Company Law Board” by the Companies (Amendment) Regulations, 1991 vide GSR 367(E), dated 31-5-1991 ( ( 1991) 71 Com Cases (St.) 76).

ANNEXURE III

(See Regulation 13.)

License under section 25 of the Companies Act, 1956.

Whereas it has been proved to (my) satisfaction that the ___________________________ an association is to be registered as a company under the Companies Act, 1956 for promoting objects of the nature specified in section 25, sub-section (1), clause (a) of the said Act, and that it intends to apply its profits, if any, or other income in promoting its objects and to prohibit the payment of any dividends to its members.

(Now, therefore, in exercise of the powers conferred by section 25 of the said Act, read with the notification of the Government of India, in the Ministry of Finance, late Department of Company Law Affairs No. G.S.R. 71, dated 1st January, 1966, I, the (Regional Director) at Bombay/Calcutta/Kanpur/Mardas, hereby grant) this license, directing that the said association be registered as a company with limited liability without the addition of the word “Limited” or the words “Private Limited” to its name, subject to the following conditions, namely :-

(1) that the said company shall in all respect be subject to and governed by the condition and provisions contained in its memorandum of Association;

(2) that the income and property of the said company when so ever derived, shall be applied solely for the promotion of the objects as set forth in its memorandum of Association and that no portion thereof shall be paid or transferred, directly or indirectly by way of dividend, bonus, or otherwise by way of profit, to persons who at any time are or have been members of the said company or to any of them or to any persons claming through any one or more of them ;

((3) that no remuneration or other benefit in money or money’s worth shall be given by the company to any of its members, whether officers or servants of the company or not, except payment of out-of pocket expenses, reasonable and proper interest on money lent, or reasonable and proper rent on premises let to the company ;

(4) that no member shall be appointed to any office under the company which is remunerated by salary ,fees, or in any other manner not expected by clause (3) ;

(5) that nothing in this clause shall prevent the payment by the company in good faith of reasonable and proper remuneration to any of its officer or servants (not being members)or to any other person (not being a member), in return for any services actually rendered to the company;)

((6) that nothing in clauses (3), (4) and (5) shall prevent the payment by the company in good faith, with the previous approval of the Central Government, of reasonable and proper remuneration to any of its members in return for any services (not being services of a kind which are required to be rendered by a member), actually rendered to the company ;)

((7) that no alteration shall be made to the Memorandum of Association or to the Articles of Association of the company, which are for the time being in force, unless the alteration has been previously submitted to and approved by the Central Government; and

(8) that the license and the registration of the said company pursuant hereto shall cease to have any force or effect on violation of any aforesaid conditions or any of the conditions and provisions contained in its Memorandum of Association and thereupon this license shall be revoked in accordance with the provisions of the said section 25 of the Companies Act, 1956.)

Dated this __________________ day of ______________20 _________

( ( Regional Director) at,

Bombay/Calcutta/Kanpur/Mardas.)

ANNEXURE IV

(See Regulation 13)

Whereas it has been proved to (my) satisfaction ______________ that the objects of ______________

Company Limited/Private Limited, being a Company registered under the Companies Act, 1956, as limited company are registered to those specified in section 25, sub-section (1), clause (a) of the said Act and that it intends to apply its profits, if any, or other income in promoting its objects and to prohibit the payment of any dividend to its members.

2. Subs. by G.S.R. 1850, dated 1-12-1966.

3. Subs. for the words “Regional Director of the Company Law Board” by Companies )Amendment) Regulations, 1991 vide G.S.R. 367(E), dated 31-5-1991 ( ( 1991) 71 Com Cases (St.) 76).

4. Subs. by G.S.R. 399, dated 24-3-1962.

5. Ins. by G.S.R. 1445, dated 16-9-1967.

6. Renumbered by Amendment R4egulations, 1962 and 1967.

7. Subs. by G.S.R. 1850, dated 1-12-1996.

(Now, therefore, in exercise of the powers conferred by section 25 of the said Act, read with the Notification of the Government of India in the Ministry of Finance, late Department of Company Law Affairs, dated 1^st January, 1966, I, the (Regional Director) at Bombay/Calcutta/Kanpur/Mardas, hereby grant) this license, authorizing the company by a special resolution to change its name by omitting the word “Limited” or the words “Private Limited” from such name, subject tot the following conditions, namely :-

(1) that the said company shall in all respects be subject to and governed by the conditions and provisions contained in its Memorandum of Association ;

(2) that the income and property of the said company, when so ever derived, shall be applied solely for the promotion of the objects as set forth in its Memorandum of Association and that no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus, or otherwise by way of profits, to persons who at any time are or have been members of the said company or to any of them or to any person claming through any one or more of them;

( ( 3) that no remuneration or other benefit in money’s worth shall be given by the company to any of its members, whether officers or servants of the company or not, except payment of out-of-pocket expenses, reasonable and proper interest on money lent, or reasonable and proper rent on premises let to the money;

(4) that no member shall be appointed to any office under the company which is remunerated by salary, fees, or any other manner not expected by clause (3) ;

(5) that nothing in clause shall prevent the payment by the company in good faith of reasonable and proper remuneration to any of its officers or servants (not being members) or to any other person (not being a member), in return for any service actually rendered to the company;)

( ( 6) that nothing in clauses (3), (4) and (5) shall prevent the payment by the company in good faith, with the previous approval of the Central Government, of reasonable and proper remuneration to any of its member in return for any services (not being services of a kind which are required to be rendered by a member), actually rendered to the company;)

(7) that no alteration shall be made to the Memorandum of Association or in the Articles of Association of the company, which are for the time being in force, unless the alteration has been previously submitted to and approved by the Central Government; and

(8) that this license and the registration of the said company pursuant hereto shall cease to have any force or effect on violation of any of the aforesaid conditions or any of the conditions and provisions contained in its Memorandum of Association and thereupon this license shall be revoked inaccordance with the provisions of the said section 25 of the Companies Act, 1956.

Dated this _______________________ day of ________________20 ________

( ( Regional Director) at,

Bombay/Calcutta/Kanpur/Mardas.)

(ANNEXURE V)

(See regulations 4 (ix) and 8 (viii) )

Declaration

In connection with the application of _______________________ (name of the association or company) for a license under section 25 of the Companies Act, 1956, I _________________________

being one of the promoters/directors of the association/company, hereby declare that –

(a) I have been found to be of unsound mind by a Court of complement jurisdiction/I have been found to be of unsound mind by a Court of complement jurisdiction but the said finding is no longer in force ( in the latter case the particulars of the proceeding may also be given.);

(b) I am not an undischarged insolvent;

8. Subs. by G.S.R. 1850, dated 1-12-1966.

9. Subs. for the words “Regional Director of the Company Law Board” by the Companies (Amendment) Regulations, 1991 vide G.S.R. 367 (3), dated 31-5-1991 ( ( 1991) 71 Com Cases (St.) 76 ).

10. Subs. by G.S.R. 399, dated 24-3-1962.

11. Ins by G.S.R. 1445, dated 16-9-1967.

(c) I have not applied to be adjudicated as an insolvent/I had applied to be adjudicated, as an insolvent but such application is no longer pending. (In the letter case particulars of the proceeding may also be given) ;

(d) I have not been convicted by a Court of any offence/I have not been convicted by a Court of ____________________ (In letter case of particulars of the offence and the proceedings shall be set out fully) ;and

(e) I do not stand disqualified under section 203 of the Companies Act, 1956, for appointment as a Director.)