Pdf companies act 1956

ProxyA person may appoint another person to attend and vote at a meeting on his behalf. Such other person is called Proxy. The term is also applied to the instrument by which the appointment to act on his behalf is made by the member.

A company can allow its member to appoint a proxy if AOA authorises. Every notice calling a meeting must contain statement that a member entitled to attend and vote can appoint a proxy in case of private limited company and one or more proxies in case of public limited company.

The person appointed as proxy need not be a member of the company. The member appointing a proxy must deposit with the company a proxy form atleast 48 hours prior to the meeting.

The proxy form must be in writing signed by the member or his attorney. The proxy can be revoked at any time by the member by giving proper intimation to the company. A proxy is not entitled to vote except on a poll. Proxy cannot vote on show of hands.

Quorum Quorum means the specified number of qualified persons whose presence is necessary for conducting legally binding business at a meeting. A meeting without quorum is invalid and decisions taken at such meetings are not binding. The quorum of the board meeting is one-third of its total strength, or two directors, whichever is higher. Quorum of general meeting shall be five members personally present for public and two for private limited company.

Unless AOA provides otherwise the quorum must be present at the commencement of the meeting and not necessarily at time of vote is taken. If within half an hour from the time appointed for holding a meeting of the company the quorum is not present then The meeting is shall be adjourned to same day in the next week at the same time and place or such other day as Board may decide.

If the at the adjourned meeting also quorum is not present within half an hour then the members present shall constitute a quorum If the meeting is by requisition then the meeting shall stand dissolved. Role of Chairperson in Conducting a MeetingChairperson presides over a meeting. If chairperson is not present within 15 minutes after the appointed time for the meeting the directors or members present shall choose among them to act as chairperson for the said meeting. Duties of Chairperson Properly convened , constituted by proper notice and quorum is present.

Provisions of AOA are observed during the meeting Ensure business is taken in order as per notice. Impartially regulate the meeting Power to adjourn the meeting in case of indiscipline. Power to order poll correctly and must order poll to be taken when demanded properly. Must exercise his casting vote bona fide in the interest of the company. Voting and Demand for Poll Generally preliminary matters are decided at general meetings by show of hands.

Chairperson can decide on poll of his own if he feels that voting is not appropriate. A poll is allowed if the same is demanded by In case of public company having share capital one-tenth of the total voting power in respect of the resolution In case of private company having share capital by one member having right to vote on the resolution and present in person or proxy in case less than seven member are present in case more than seven members are present then two such member have to demand a poll In case of any other company by persons present in person or by proxy whose total voting power is not less than onetenth of the total voting power in respect of the resolution.

Agenda- means the list of things to do at the meeting. Motion- means a proposal to be discussed at a meeting by the members. A resolution may be passed with or without modification. A motion on being passed as a resolution becomes a decision. A motion must be in writing and signed by the mover and put to vote of the meeting by the chairperson.

Generally a motion is proposed by one member and seconded by other member. A motion may be amended before but to vote for adoption.

An amendment may be proposed by any member who has not already spoken on the main motion or has not previously moved an amendment thereto. There can be amendment to the amended motion also. The Chairperson has discretion to accept or reject an amendment on various grounds such as inconsistency, redundancy, irrelevant etc.

ResolutionA motion with or without amendments is put to vote at the meeting. A motion when passes by requisite majority of votes by shareholders become company resolution.

Thus resolution may be defined as the formal decision of a meeting on any proposal placed before it Ordinary Resolution- which is passed by simple majority. This is required in case of business like- declaration of divided, appointment of auditor, appointment of director, passing of annual accounts.

Special Resolution- passed by at least three-fourth clear majority. The intention to propose special resolution must be mentioned in the notice for the meeting. Resolution requiring Special NoticeCertain ordinary resolution require special notice.

The following matters require special notice: To appoint auditors other than retiring auditor. To resolve at the AGM that retiring auditor will not be appointed. To remove director before expiry of his period in office. To appoint another director in place of retiring director. Minutes- Every company must keep minutes containing details of all proceedings at the meeting.

The minute are gist of discussions at the meeting and the final decisions taken thereat. It normally includes resolutions actually passed. The minute book shall be kept at the registered office of the company and open for inspection by members free of cost. Winding up A means by which a company is dissolved.

Winding up is the process of bringing to an end the legal personality of a company as a corporate body. During this process the company ceases to carry on its business, the assets are realized, the proceeds are utilized in paying off the debts and surplus, if any, is distributed amongst contributories pro rata.

This can be either voluntary or creditors winding up. There could be various reasons due to which a company may be wound up. Commencement of Winding up Appointment of official liquidator Terms of appointment of liquidator Remuneration of liquidator Duties of liquidators Working of liquidators.

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Kanishk Gupta. Yogesh Mehta. Jayhan Palmones. Prashant Singh Rajput. Archit Jain. Format Form No. SH Certficate Buyback of Shares. Gaurav Kumar Sharma. Madhurendra Singh. P 72, in Re Donald R. The Income Tax Department appeals to taxpayers NOT to respond to such e-mails and NOT to share information relating to their credit card, bank and other financial accounts.

Click to view the institutions registered under section 80G, 12 A and more. Definitions of company, existing company, private company and public company. Interpretation of person in accordance with whose directions or instructions directors are accustomed to act. Power of Central Government to declare an establishment not to be a branch office.

Click to Wetelltagline. Information regarding persons having an interest in company, or in body corporate or firm acting as Managing agent thereof Investigation of associateship with Managing agent, etc Imposition of restrictions upon shares and debentures and prohibition of transfer of shares or debentures in certain cases A.

Voluntary winding-up of company, etc. Saving for legal advisers and bankers Minimum number of Directors Only individuals to be Directors Subscribers of memorandum deemed to be Directors Appointment of Directors and proportion of those who are to retire by rotation Ascertainment of Directors retiring by rotation and filling of vacancies Right of persons other than retiring Directors to stand for Directorship Right of company to increase or reduce the number of Directors Increase in number of Directors to require Government sanction Additional Directors Certain persons not to be appointed Directors, except by special resolution Filling of casual vacancies among Directors Appointment of Directors to be voted on individually A.

Sections , , and not to apply in relation to companies not carrying on business for profit, etc Consent of candidate for Directorship to be filed with the company and consent to act as Director to be filed with the Registrar Option to company to adopt proportional representation for the appointment of Directors Restrictions on appointment or advertisement of Director A.

Application for allotment of Director Identification Number B. Allotment of Director Identification Number C. Prohibition to obtain more than one Director Identification Number D.

Obligation of Director to intimate Director Identification Number to concerned company or companies E. Obligation to indicate Director Identification Number G. Penalty for contravention of provisions of section A or section C or section D or section E Certain persons not to be appointed Managing Directors Amendment of provision relating to managing, whole-time or non-rotational Directors to require Government approval Appointment of managing or whole-time Director or manager to require Government approval only in certain cases Time within which share qualification is to be obtained and maximum amount thereof Filing of declaration of share qualification by Director Penalty Saving Disqualifications of Directors No person to be a Director of more than fifteen companies Choice to be made by Director of more than fifteen companies at commencement of Act Choice by person becoming Director of more than fifteen companies after commencement of Act Exclusion of certain Directorships for the purposes of sections , and Age limit Age limit not to apply if company so resolves Duty of Director to disclose age Vacation of office by Directors Removal of Directors Board to meet at least once in every three calendar months Notice of meetings Quorum for meetings Procedure where meeting adjourned for want of quorum Passing of resolution by circulation Validity of acts of Directors General powers of Board Certain powers to be exercised by Board only at meeting A.

Audit Committee Restrictions on powers of Board A. Prohibitions and restrictions regarding political contributions B. Power of Board and other persons to make contributions to the National Defence Fund, etc Appointment of sole selling agents to require approval of company in general meeting A.

Prohibition of payment of compensation to sole selling agents for loss of office in certain cases AA. Power of Central Government to prohibit the appointment of sole selling agents in certain cases Loans to Directors, etc Application of section to book debts in certain cases Board's sanction to be required for certain contracts in which particular Directors are interested Power of Directors to carry on business when managing agent or secretaries and treasurers are deemed to have vacated office, etc Disclosure of interests by Director Interested Director not to participate or vote in Board's proceedings Register of contracts, companies and firms in which Directors are interested Disclosure to members of Director's interest in contract appointing Manager, Managing Director, Register of Directors etc.

Inspection of the register Duty of Directors, etc. Register to be kept by Registrar and inspection thereof Register of Directors' shareholdings, etc Duty of Directors and persons deemed to be Directors to make disclosure of shareholdings Remuneration of Directors Provision for increase in remuneration to require Government sanction Increase in remuneration of Managing Director on re-appointment or appointment after Act to require Government sanction Prohibition of assignment of office by Directors Appointment and term of office of alternate Directors Director, etc.

Application of sections and Number of companies of which one person may be appointed Managing Director Managing Director not to be appointed for more than five years at a time Compensation for loss of office not permissible except to managing or whole-time Directors or to Directors who are managers Payment to Director, etc. Payment to Director for loss of office, etc. Provisions supplementary to sections , and Directors, etc. Special resolution of limited company making liability of Directors, etc.

Power of Central Government to notify that companies engaged in specified classes of industry or business shall not have managing agents A.

Abolition of managing agencies and secretaries and treasurers Managing agency company not to have managing agent A. Subsidiary of a body corporate not to be appointed as managing agent Central Government to approve of appointment, etc.

Application of sections to Term of office of managing agent Variation of managing agency agreement Term of office of existing managing agents to terminate on 15th August, Application of Act to existing managing agents No person to be managing agent of more than ten companies after 15th August, Right of managing agent to charge on company's assets Vacation of office on insolvency, dissolution or winding up, etc Suspension from office where receiver appointed Vacation of office on conviction in certain cases Removal for fraud or breach of trust Removal for gross negligence or mismanagement Power to call meetings for the purposes of sections and and procedure Time when certain disqualifications will take effect Conviction not to operate as disqualification of convicted partner, Director, etc.

Registration of office by managing agent Transfer of office by managing agent Managing agency not to be heritable after commencement of Act Succession to managing agency by inheritance or devise under agreement before commencement of Act, to be subject to Central Government's approval Changes in constitution of managing agency, firm or corporation to be approved by Central Government Remuneration of managing agent ordinarily not to exceed 10 per cent. Determination of net profits Ascertainment of depreciation Special provision where there is a profit-sharing arrangement between two or more companies Payment of additional remuneration Time of payment of remuneration Managing agent not entitled to office allowance but entitled to be reimbursed in respect of expenses Appointment of managing agent or associate as selling agent of goods produced by the Company Application of section to case where business of company consists of the supply or rendering of any service Appointment of managing agent or associate as buying or selling agent of other concerns Commission, etc.

Contracts between managing agent or associate and company for the sale or purchase of goods or the supply of services, etc Existing contracts relating to matters dealt with in sections to to terminate on 1st March, Registers to be open to inspection Remuneration received in contravention of foregoing sections to be held in trust for company Company not to be bound by assignment of, or charge on, managing agent's remuneration Prohibition of payment of compensation for loss of office in certain cases Limit of compensation for loss of office Managing agent's rights and liabilities after termination of office Loans to managing agent Loans, etc.

Provisions as to certain loans which could not have been made if sections and were in force Penalty for contravention of section , or A Purchase by company of shares, etc. Inter-corporate loans and investments Investments made before commencement of Act Penalty for contravention of section or Managing agent not to engage in business competing with business of managed company Conditions prohibiting reconstruction or amalgamation of company Restrictions on right of managing agent to appoint Directors Appointment of secretaries and treasurers Provisions applicable to managing agents to apply to secretaries and treasurers with the exceptions and modifications specified in sections to Sections , and not to apply Section to apply subject to a modification Secretaries and treasurers not to appoint Directors Secretaries and treasurers not to sell goods or articles produced by company, etc.

Certain companies to have secretaries Firm or body corporate not to be appointed manager Certain persons not to be appointed managers Number of companies of which a person may be appointed manager Remuneration of manager Application of sections , , , and to managers A. Sections to not to apply to certain private companies B. Reference to Tribunal of cases against managerial personnel C.

Interim order by Tribunal D. Decision of the Tribunal E. Power of Central Government to remove managerial personnel on the basis of Tribunal decision Power for companies to refer matters to arbitration Interpretation of sections and Power to compromise or make arrangements with creditors and members Power of Tribunal to enforce compromise and arrangement Information as to compromises or arrangements with creditors and members Provisions for facilitating reconstruction and amalgamation of companies A.

Notice to be given to Central Government for applications under sections and Power and duty to acquire shares of shareholders dissenting from scheme or contract approved by majority Power of Central Government to provide for amalgamation of companies in public interest A. Preservation of books and papers of amalgamated company Application to Tribunal for relief in cases of oppression Application to Tribunal for relief in cases of mismanagement Right to apply under sections and Notice to be given to Central Government of application under sections and Right of Central Government to apply under sections and Powers of Tribunal on application under section or Interim order by Tribunal Effect of alteration of memorandum or articles of company by order under section or Addition of respondents to application under section or Application of sections to to proceedings under sections and Consequences of termination or modification of certain agreements Powers of Government to prevent oppression or mis-management Power of Tribunal to prevent change in Board of Directors likely to affect company prejudicially Appointment of Advisory Committee to Contracts by agents of company in which company is undisclosed principal Employees' securities to be deposited in post office savings bank or Scheduled Bank Provisions applicable to provident funds of employees Right of employee to see bank's receipt for moneys or securities referred to in section or Penalty for contravention of sections , and Filing of accounts of receivers Invoices, etc.

Penalty for non-compliance with sections and Application of sections to to receivers and managers appointed by Tribunal and managers appointed in pursuance of an instrument A. Reference to Tribunal B. Inquiry into working of sick industrial companies C. Powers of Tribunal to make suitable order on completion of inquiry D. Preparation and sanction of schemes E. Rehabilitation by giving financial assistance F. Arrangement for continuing operations, etc. Winding up of sick industrial company H.

Operating agency to prepare complete inventory, etc I. Direction not to dispose of assets J. Power of Tribunal to call for periodic information K. Misfeasance proceedings L. Penalty for certain offences Modes of winding up. Liability as contributories of present and past members Obligations of directors and managers whose liability is unlimited Definition of "contributory" Nature of liability of contributory Contributories in case of death of member Contributories in case of insolvency of member Contributories in case of winding up of a body corporate which is a member Circumstances in which company may be wound up by Tribunal Company when deemed unable to pay its debts Transfer of winding up proceedings to District Court Withdrawal and transfer of winding up from one District Court to another Power of High Court retain winding up proceedings in District Court Jurisdiction of High Court under sections , and to be exercised at any time and at any stage Provisions as to applications for winding up A.

Statement of affairs to be filed on winding up of a company Right to present winding up petition where company is being wound up voluntarily Commencement of winding up by Tribunal A. Levy and collection of cess on turnover or gross receipts of companies B. Crediting proceeds of cess to Consolidated Fund of India C.

Rehabilitation and Revival Fund D. Application of Fund E. Power to call for information F. Penalty for non-payment of cess G. Refund of fund in certain cases Power of Court to stay or restrain proceedings against company Power of Tribunal on hearing petition Order for winding up to be communicated to official Liquidator and Registrar Copy of winding up order to be filed with Registrar Suits stayed on winding up order A.

Responsibility of Directors and officers to submit to Tribunal audited books and account Effect of winding up order Appointment of official Liquidator Appointment and powers of provisional Liquidator General provisions as to Liquidators Style, etc.

Receiver not to be appointed of assets with Liquidator Statement of affairs to be made to official Liquidator Report by official Liquidator Custody of company's property Powers of Liquidator Discretion of Liquidator A. Exclusion of certain time in computing periods of limitation Provision for legal assistance to Liquidator Exercise and control of Liquidator's powers The same corresponds to section 87 of the companies act, act,.

The CA had been in existence for over 50 years, and was proving to be ineffective while handling complex issues in the context of the evolving requirements of India Inc. While the CA was passed by the Lok Sabha on December 18, and the Rajya Sabha on August 08, , only some of its provisions were brought into force in September The notified sections came into force on April 01, The CA marks a seminal shift in India's corporate law regime by introducing new concepts like a one person company, class action suits, etc.

This, the first of our series, is an introduction to the CA and analyses the framework of the CA , the implementation of the CA and the transitory phase as we move to a new company law regime. Table containing provisions of Companies Act, as notified up to Table containing provisions of Companies Act, as notified up to date and corresponding provisions thereof under Companies Act, Note: This is a ready reckoner for the information of stakeholders.

Please refer to the relevant notifications and circulars issued separately. As you are aware that the Ministry had already notified 99 Sections on.

Power for company to have official seal for use outside India. Service of Penalty for non-compliance by auditor with sections and A. Provided that before making any such order the Central Government may consultthe Institute of Chartered Accountants of India constituted under the CharteredAccountants Act, , in regard to the class or description of companies andother ancillary matters proposed to be specified therein unless the Governmentdecided that such consultation is not necessary or expedient in thecircumstances of the case.