BOMBAY NON-TRADING CORPORATION ACT, 1959
(1) This Act may be called the Bombay Non-Trading Corporations Act, 1959.
(2) It extends to the whole of the [State of Gujarat].
(3) It shall come into force on such date as the State Government may, by notification in the Official Gazette appoint.
In this Act, unless the context otherwise requires,- (1) "articles" means the articles of association of a corporation as originally framed or as altered from time to time in accordance with this Act;
(2) "Board of directors" or "Board", in relation to a corporation means the Board of directors of the corporations;
(3) "corporation" means a non-trading corporation, formed and registered under this Act, or deemed to have been registered; thereunder:
(4) "director" included any person occupying the position of a director by whatever name called;
(5) "financial year" means, in relation to a corporation, the period in respect of which the Income and expenditure of the corporation laid before it in annual general meeting is made up whether that perio
For the purpose of registration of corporations under this. Act, the State Government may appoint a Registrar and such Additional Joint, Deputy, Assistant or District Registrars as it thinks necessary to assist the Registrar and may by general or special order confer on those assisting the Registrar all or any of the powers of a Registrar under this Act.
Save as otherwise expressly provided in the Act- (a) the provisions of this Act shall have effect notwithstanding anything to the contrary contained in the memorandum or articles or in any agreement executed by a corporation, or in any resolution passed by it in general meeting or by its Board of directors: and
(b) Any provision contained in the memorandum, articles, agreement or resolution aforesaid shall, to the extent to which it is repugnant to the provisions of this Act, become or be void, as the case may be.
(1) Any seven or more persons associated for the purpose of promoting or encouraging commerce, industry, literature, art, science, diffusion of useful knowledge, foundation and maintenance of libraries, museums or such other purpose may, by subscribing their names to a memorandum or otherwise complying with the requirements of this Act in respect of registration, form a corporation, provided that:-
(a) the objects for which the corporation, is formed are confined to the
[State of Gujarat],
(b) the corporation intends to apply the profits, if any, or other income in promoting its objects, and
(c) the corporation intends to prohibit the payment of any dividend to its members.
(2) Such a corporation may
(1) The memorandum of a corporation shall be in the form specified in Schedule I or in a form as near thereto as circumstances admit.
(2) The memorandum shall -
(a) state the name of the corporation;
(b) state the place and address where the registered office of the corporation is to be situated;
(c) state the objects of the corporation;
(d) State the amount of share capital with which the corporation is to be registered and the division thereof into shares of a fixed amount:
(e) in the case of a corporation limited by guarantee, state that each member undertakes to contribute to the assets of the corporation in the event of its being wound up while he is
(1) A corporation shall not alter the conditions contained in its memorandum except with the previous permission of the Registrar.
(2) Only those provisions contained in the memorandum which are required by section 6 or by any other specific provision contained in this Act to be stated in the memorandum of a corporation, shall be deemed to be condition contained in its memorandum.
(3) Other provisions contained in the memorandum including those relating to the appointment of manager, secretary or treasurer may be altered in the same manner as the articles of the corporation.
(4) All references to the articles of a corporation in this Act shall be construed as including references to the other provisions a aforesaid contained in its memorandum.
(
(1) There shall be registered with the memorandum, articles of association signed by the subscribers to the memorandum prescribing regulations for the corporation.
(2) Such articles may provide for all or any of the matters provided in Schedule II.
(3) Articles shall-
(a) be printed and be divided into paragraphs numbered consecutively, and
(b) be signed by each subscriber of the memorandum (who shall add his address, description and occupation, if any), in the presence of at least one witness who shall attest the signature (and likewise add his address, description and occupation, if any).
(1) Subject to the provisions of this Act and to the conditions contained in its memorandum, a corporation may, by special resolution, alter its articles.
(2) Any alteration so made shall, subject to the provisions of this Act, be as valid as if originally contained in the articles and be subject in like manner to alteration by special resolution.
(1)Every alteration of the memorandum or articles shall as soon as possible after such alteration is made be field by a corporation with the Registrar and the Registrar shall register the same and shall certify the registration under his hand.
(2) The certificate shall be conclusive evidence that all the requirements of the Act with respect to the alteration have been complied with and thenceforth the memorandum or articles so altered shall be the memorandum or articles of the corporation;
(3) No such alteration shall have any effect until it has been duly registered under sub-section (1).
(1) No corporation shall be registered by a name which, in the opinion of the State Government, is undesirable.
(2) Without prejudice to the generality of the foregoing power, a name which is identical with, or too nearly resembles, the name by which a corporation in existence has been previously registered, may be deemed to be undesirable by the State Government within the meaning of sub-section (1).
A corporation may, by a special resolution and with the approval of the State Government signified in writing, change its name.
If, through inadvertence or otherwise, a corporation on its first registration or on its registration by a new name, is registered by a name which, in the opinion of the State Government, is identical with, or too nearly resembles, the name by which a corporation in existence has been previously registered, the first mentioned corporation- (a) may, by ordinary resolution and with the previous approval of the State Government signified in writing, change its name or new name; and
(b) shall, if the State Government so directs within twelve months of its first registration or registration by its new name, as the case may be, by ordinary resolution and with the previous approval of the State Government signified in writing, change its name or new name within a period of three months from the date of the direction or such longer period as the State Government may think fit to allow.
(1) Where a corporation changes its name in pursuance of (section 12) or (13) the Registrar shall enter the new name on the register in the place of the former name, and shall issue a fresh certificate of incorporation with the necessary alterations embodied therein; and the change of name shall be complete and effective only on the issue of such a certificate.
(2) The Registrar shall also make the necessary alteration in the memorandum of the corporation.
(3) The change of name shall not affect any rights or obligations of the corporation, 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 corporation by its former name may be continued by or against the corporation by its new name.
(1) The memorandum and articles shall be presented for registration to the Registrar or such other officer as the State Government may authorise in this behalf.
(2) If the Registrar of the officer authorised is satisfied that all the requirements of this Act and the rules thereunder have been complied with by the corporation in respect of registration and matters precedent and incidental thereto and it is authorised to be registered under this Act, he shall retain and register the memorandum and articles. In other cases the Registrar or such other officer may refuse to register the memorandum or the articles.
(3) The fee payable for the registration of a corporation under this Act shall be rupees fifty.
(4) An appeal shall lie to the State Government against an order of the Registrar or suc
(1) On the registration of the memorandum of a corporation the Registrar or the officer referred to in sub-section (1) of section 15 shall issue a certificate under his hand in the form in Schedule III that the corporation is incorporated.
(2) From the date of incorporation mentioned in the certificate of incorporation, such of the subscribers of the memorandum and other persons, as may from time to time be members of the corporation, shall be a body corporate by the name contained in the memorandum capable forth with of exercising all the functions of an incorporated, and having perpetual succession and a common seal, but with such liability on the part of Its members to contribute to the assets of the corporation in the event of its being wound up as Is mentioned in this Act.
A certificate of incorporation given by the Registrar of the officer referred to in sub-section (1) of (section 15)
in respect of any association shall be conclusive evidence that all the requirements of this Act have been complied with in respect of registration and matters precedent and incidental thereto and that the association is a corporation authorised to be registered and duly registered under this Act.
(1) Subject to the provisions of this Act, the memorandum and articles shall, when registered, bind the corporation and the members thereof to the same extent as if they respectively had been signed by the corporation and by each member, and contained covenants on its or his part to observe all the provisions of the memorandum and of the articles.
(2) All money payable be any member to the corporation under the memorandum or articles shall be a debt due from him to the corporation.
Notwithstanding anything in the memorandum or articles of a corporation, no member thereof shall be bound by an alteration made in the memorandum or articles after the date on which he became a member, if and so far as the alteration requires him to years but not more than take or subscribe for more shares than the number held by him at the date on which the alteration is made, or in any way increases his liability as at that date, to contribute to the share capital of, or otherwise to pay money to the corporation: Provided that this section shall not apply in any case where the member agrees in writing either before or after particular alteration is made, to be bound by the alteration.
(4) Notwithstanding anything contained in the (Transfer of Property Act, 1882 (IV of 1882)) , or the (Indian Registration Act, 1908 (XVI of 1908)) , the registration of the memorandum or articles of an amalgamated corporation or new corporations in pursuance of the special resolution passed under sub-section (3) shall be a sufficient conveyance to vest the assets and liabilities of the amalgamating corporations or the original corporations in the amalgamated corporation or the new corporations respectively. (1) Any corporation may, with the approval of the Registrar by a special resolution resolve to divided itself into two or more corporations or to amalgamate with any other corporation as a single body provided that each member has fifteen clear days' written notice of the proposals contained in the resolution.
(2) The resolution referred to in sub-section (1) shall contain prop
(1) The subscribers of the memorandum of a corporation, shall be deem to have agreed to be come members of the Corporation and on its registration, shall be entered as members in its register of members.
(2) Every other person who agrees to become a member of a corporation and whose name is entered in its register of members, shall be member of the corporation.
(3) In the register of members there shall be entered the following particulars,-
(a) the name and address, and the occupation, if any, of each member;
(b) the shares held by each member distinguishing each share by its number and the amount paid or agreed to be considered as paid on those shares;
(c) the date on which each member was entered i
(1) If
(a) the name of any person is, without sufficient cause entered in or omitted from the register of members of a corporation; or
(b) default is made, or unnecessary delay takes place, in entering on the register the fact of any person having become, or ceased to be, a member, the person aggrieved, or any member of the corporation or the corporation may apply to the Registrar for rectification of the register.
(2) The Registrar may either reject the application or order rectification of the register; and in the latter case, may direct the corporation to pay the damages, if any sustained by any party aggrieved: Provided that where in the disposal of such application any complicated question of law arises the Registrar may direct the parties to go to a Civil Court.
(1) Every corporation shall have to least two directors. The directors of a corporation collectively are referred to in this Act as the "Board of directors" or "Board".
(2) No body, corporate, association or firm shall be appointed director of a corporation, and only an individual shall be so appointed.
(3) In default of, and subject to, any regulation in the articles of a corporation, subscribers to the memorandum who are individuals, shall be deemed to be the directors of the corporation until the directors are duly appointed.
(4) Every corporation shall keep at its registered office a register of its directors, containing the name and usual residential address in full, and business or occupation, if any, with respect to each of them.
(1) Subject to the provisions of this Act, the Board of Directors of a corporation shall be entitled to exercise all such powers, and to do all such acts and things, as the corporation is authorised to exercise and do: Provided that the Board shall not exercise any power or do any act or thing which is directed or required, whether by this or any other Act or by the memorandum or articles of the corporation or otherwise, to be exercised or done by the corporation in general meeting: Provided further that in exercising any such power or doing any such act or thing, the Board shall be subject to the provisions contained in that behalf in this or any other Act, or in the memorandum or articles of the corporation, or in any regulations not inconsistent therewith and duly made thereunder, including regulations made by the corporation in general meeting.
(2) No regulation made by the co
The Board of directors of a corporation shall not, except with the consent of the corporation in general meeting.- (a) sell, lease or otherwise dispose of the whole, or substantially the whole, of the undertaking of the corporation or where the corporation owns more than one undertaking, the whole or substantially the whole, of any such undertaking.
(b) remit, or give time for the repayment of, any debt due by a director;
(c) invest, otherwise than in trust securities, the sale proceeds resulting from the disposal, after the commencement of this Act, without the consent of the corporation, of any such undertaking as is referred to in clause (a), or of any premises or properties used for any such undertaking and without which it cannot be carried on or can be carried on only with difficulty or only after a considerable time;
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(1)
(a) Every corporation shall, in any addition to any other meetings, hold a general meeting which shall be styled its annual general meeting at the intervals and in accordance with the provisions specified below.
(b) The first annual general meeting shall be held by a corporation within twelve months of its incorporation.
(c) The next annual general meeting of the corporation shall be held by it within nine months after the expiry of the financial year in which the first annual general meeting was held; and thereafter an annual general meeting shall be held by the corporation within nine months after the expiry of each financial year: Provided that the Registrar may, for any special reason, extend the time within which any annual general meeting (not being the first annual general meetin
(1) If default is made in holding an annual general meeting in accordance with section 26, the State Government may, notwithstanding anything in this Act or in the articles of the corporation, on the application of any member of the corporation, call, or direct the calling of, a general meeting of the corporation and give such ancillary or consequential directions as the State Government thinks expedient in relation to the calling, holding and conducting of the meeting.
Explanation.- The directions that may be given under this sub-section may include a direction that one member of the corporation present in person or by proxy shall be deemed to constitute a meeting. (2) A general meeting held in pursuance of sub-section (1) shall, subject to any directions of the State Government, be deemed to be an annual general meeting of the corporation.
(1) A copy of every resolution to which this section applies shall, within fifteen days after the passing thereof, be printed or type-written and duly certified under the signature of an officer of the corporation and filed with the Registrar who shall record the same.
(2) A copy of every such resolution for the time being in force shall be embodied in, or annexed to, every copy of the articles issued after passing of the resolution.
(3) This section shall apply to- (a) special resolutions: (b) resolutions which have been agreed to by all the members of a corporation, but which, it not so agreed to, would not have been effective for their purpose unless they had been passed as special resolutions: (c) resolutions requiring a corporation to be wound up voluntarily passed in pursuance of (section 43) .
(1) Every corporation shall cause minutes of all proceedings of general meetings, and of all proceedings at meetings of its Board of directors or of committees of the Board, to be entered in books kept for that purpose.
(2) The minutes of each meeting shall contain a fair and correct or summary of the proceedings thereat.
(3) All appointments of officers made at any of the meetings aforesaid shall be included in the minutes of the meeting.
(4) In the case of a meeting of the Board of directors or of a committee of the Board, the minutes shall also contain-
(a) the names of the directors present at the meetings; and
(b) in the case of each resolution passed at the meeting, the names of the directors,
Any such minute, if purporting to be signed by the chairman of the meeting at which the proceedings took place or by the chairman of the next succeeding meeting, shall be evidence of the proceedings.
Where minutes of the proceedings of any general meeting of the corporation or of any meeting of its Board of directors or of a committee of the Board have been made and signed in accordance with provisions of sections 29 and 30, then, until the contrary is proved, the meeting shall be deemed to have been duly called and held, and all proceedings thereat to have duly taken place, and in particular, all appointments of directors or liquidators made at the meeting shall be deemed to be valid.
(1) The books containing the minutes of the proceedings of any general meeting of a corporation held after the commencement of this Act, shall-
(a) be kept at the registered office of the corporation, and
(b) be open, during business hours, to the inspection of any member without charge, subject to such reasonable restrictions as the corporation may, by its articles or in general meeting impose, so, however that not less than two hours in each day are allowed for inspection.
(2) Any member shall be entitled to be furnished, within seven days after he made a request in that behalf to the corporation, with a copy of any minutes referred to in sub-section (1), on payment of six annas for every one hundred words or fractional part thereof required to be copied.
(1) Every corporation shall keep as its registered office proper books of accounts with respect to-
(a) all sums of money received and expended by the corporation and the matters in respect of which the receipt and expenditure take place; and
(b) the assets and liabilities of the corporation.
(2) The books of accounts shall be open to inspection by any director during business hours.
(3) For the purpose of sub-section (1) proper books of accounts shall not be deemed to be kept with respect to the matters specified therein, if there are not kept such books as are necessary to give a true and fair view of the state of affairs of the corporation and to explain its transactions.
(1) At every annual general meeting of a corporation held in pursuance of section 26, the Board of directors of the corporation shall lay before the corporation-
(a) a balance sheet as at the and of the period specified in sub-section (2); and
(b) the income and expenditure account for the period.
(2) The Income and expenditure account shall relate-
(a) in the case of annual general meeting of the corporation, to the period beginning with the incorporation of the corporation and ending with a day which shall not precede the day of the meeting by more than nine months, and
(b) in the case of any subsequent annual general meeting of the corporation, to the period beginning with the day immediately afte
A copy of every balance sheet (including the income and expenditure account, the auditors' report and every other document required to be annexed or attached to the balance sheet) which is to be laid before the corporation in general meeting shall, not less than twenty one days before the date of the meeting, be sent to every member of the corporation.
(1) After the balance sheet and the income and expenditure account have been laid before a corporation at an annual general meeting as aforesaid, there shall be field with the Registrar within forty days from the day on which each of the annual general meetings referred to in (section 26) is held, three copies of the balance sheet certified to be true copies by the auditors of the corporation, and the auditors report in so far as it relates to the balance-sheet.
(2) If the annual general meeting of a corporation before which a balance sheet is laid as aforesaid does not adopt the balance sheet, a statement of that fact and of the reasons therefor shall be annexed to the balance sheet and to the copies thereof required to be field with the Registrar.
(1) Every corporation shall, at each annual general meeting, appoint an auditor or auditors qualified for appointment as such to hold office from the conclusion of that meeting until the conclusion of the next annual general meeting:
Provided that the first auditor or auditors of a corporation shall be appointed by the board of directors within one month of the date of registration of the corporation:
Provided further that a corporation may, at a general meeting, remove any such auditor or all or any of such auditors and appoint in his or their places any other person or persons.
(2) The remuneration of the auditors shall be such as may be fixed by the corporation in a general meeting or in such manner as the corporation in general meeting may determine.
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(1) Every auditor of a corporation shall have a right of access at all times to the books and accounts and voucher of the corporation, and shall be entitled to require from the officers of the corporation such information and explanations as the auditor may think necessary for the performance of his duties as auditor.
(2) The auditor shall make a report to the members of the corporation on the accounts examined by him, and on every balance sheet and income and expenditure account and on every other document annexed to the balance sheet or income and expenditure account which are required to be laid before the corporation in general meeting under section 34 during his tenure of office, and the report shall state whether, in his opinion and to the best of his information and according to the explanations given to him, the said accounts give the information required by this Act in th
(1) Contracts on behalf of a corporation may be made as follows:-
(a) a contract which, if made between private persons, would by law be required to be in writing signed by the parties to be charged therewith, may be made on behalf of the corporation in writing signed by any person acting under its authority, express or implied, and may in the same manner be varied or discharged;
(b) a contract which, if made between private persons, would by law be valid although made by parol only and not reduced into writing, may be made by parol on behalf of the corporation by any person acting under its authority express or implied, and may in the same manner be varied or discharged.
(2) A contract made according to this section shall bind the corporation.
(1) Save as otherwise provided in sub-section (2) and subject to the provisions of sub-sections (3) to (5),-
(a) all investments made by a corporation on its own behalf shall be made and held by it in its own name; and
(b) where any such investments are not so held at the commencement of this Act the corporation shall, within a period of one year from such commencement, either cause them to be transferred to, and hold them in, its own name, or dispose of them.
(2) Nothing in sub-section (1) shall be deemed to prevent a corporation from depositing with a bank, being the bankers of the corporation, any shares or securities for the collection of any dividend or interest payable thereon.
(3) The certificate or letter of allotment relating to the sha
(1) A corporation may by written agreement refer to arbitration in accordance with the (Arbitration Act, 1940 (X of 1940)) an existing or future difference between itself and any other corporation or person.
(1) A corporation which is a party to an arbitration may delegate to the arbitrator power to settle any terms or to determine any matter, capable of being lawfully settled or determined by the corporation itself, or by its Board of directors.
(2) The provisions of the (Arbitration Act, 1940,(X OF 1940)) shall apply to all arbitrations in pursuance of this Act, to which a corporation is a party. Winding up
The winding up a corporation may be either voluntary or by the Registrar. Voluntary Winding up
(1) A corporation may be wound up voluntarily-
(a) when the period, if any, fixed or the duration of the corporation by the articles has expired, or the event, if any, has occurred, on the occurrence of which the articles provide that the corporation is to be dissolved, and the corporation in general meeting passes a resolution requiring the corporation to be wound up voluntarily:
(b) if the corporation passes a special resolution that the corporation be wound up voluntarily.
(2) A voluntary winding up shall be deemed to commence at the time when the resolution for voluntary winding up is passed under clause (a) or (b) of sub-section (1).
In the case of a voluntary winding up, the corporation shall, from the commencement of the winding up, cease to carry on its business, except so far as may be required for the beneficial winding up of such business; Provided that the corporate state and corporate powers of the corporation shall continue until it is dissolved.
(1) Where it is proposed to wind up a corporation voluntarily, its directors, or in case the corporation has more than two directors, the majority of the directors, may, at a meeting of the Board, make a declaration verified by an affidavit, to the effect that they have been made a full inquiry into the affairs of the corporation and that, having done so they have formed the opinion that the corporation has no debts, or that it will be able to pay its debts in full within such period not exceeding three years from the commencement of the winding up as may be specified in the declaration.
(2) A declaration made as aforesaid shall have no effect for the purposes of this Act, unless-
(a) it is made within five weeks immediately preceding the date of passing of the resolution for winding up the corporation and is delivered to the Registrar
The corporation In general meeting shall- and (a) appoint one or more liquidators for the purpose of winding up the affairs and distributing the assets of the corporation;
(b) fix the remuneration, if any, to be paid to the liquidator or liquidators.
(2) Before the remuneration, of the liquidator or liquidators is fixed as aforesaid, the liquidator, or any of the liquidators, as the case may be, shall not take charge of his office.
(3) The corporation shall give notice to the Registrar of the appointment of a liquidator or liquidators within ten days from the date of the appointment.
On the appointment of a liquidator all the powers of the Board of directors and secretaries and treasurers, and manager, if there be any of these, shall cease except for the purpose of giving notice of such appointment to the Registrar in pursuance of section 46 or in so far as the corporation in general meeting or the liquidator may sanction the continuance thereof.
A liquidator appointed under (section 46)
shall have power, with the sanction of the Registrar, to do all or any of the following things, that is to say- Provided that no liquidator shall determine the contribution, debt or dues to be recovered from a member or a past member or the representative of a deceased member unless opportunity has been given to such member or past member to such representative to answer the claim. (a) pay any class or classes of creditors in full;
(b) make any compromise or arrangement with creditors or persons claiming to be creditors or having or alleging themselves to have any claim, present or future, whereby the corporation may be rendered liable:
(c) to compromise all calls or liabilities to calls and debts and liabilities capable of resulting in debts, and al
Winding up by Registrar (1) As soon as the affairs of a corporation are fully wound up, the liquidator shall-
(a) make up an account of the winding up, showing how the winding up has been conducted and the property of the corporation has been disposed of, and
(b) call a general meeting of the corporation and a meeting of the creditors for the purpose of laying the account before the meetings and giving an explanation thereof.
(2) Within one week after the date of the meetings, or if the meetings re not held on the same date, after the date of the latter meeting the liquidator shall send to the Registrar a copy of the account, and shall make a return to him of the holding of the meetings and of the date or dates on which they were held.
(3) On re
(1) If the Registrar, after the affairs of a corporation re investigated under (section 63) or on receipt of a special resolution of a corporation resolving that the corporation be wound up by the Registrar, is of opinion that a corporation be wound up he may issue an order directing it to be wound up and when necessary, may appoint a liquidator for the purpose and fix his remuneration.
(2) The liquidator appointed under sub-section (1) shall have power, with the sanction of the Registrar, to do all or any of the things specified in (section 48) .
When the affairs of a corporation for which a liquidator has been appointed under (section 50)
have been wound up, or, where no liquidator has been appointed after two months from the date of an order under (section 50)
or, after confirmation of such order in appeal, the Registrar shall make an order canceling the registration of the corporation, and the corporation shall be deemed to be dissolved from the date of such order.
(1) Where, in the course of an investigation under (section 63) or the winding up of a corporation it appears that any person who has taken part in the organisation or management of the corporation or any past or present director, member or officer of the corporation has misapplied or retained or became liable or accountable for any money or property of the corporation or has been guilty of misfeasance or breach of trust in relation to the corporation, the Registrar may, on the application of the liquidator or of any creditor or contributory, examine into the conduct of such person and after giving reasonable opportunity to the person concerned to submit his explanation, make an order requiring him to repay or restore the money or property or any part thereof respectively with interest at such rate as the Registrar thinks just or to contribute such sum to the assets of the corporation by way of compensation in regard to the m
Save in so far as expressly provided in this Act no civil court shall take cognizance of any matter connected with the winding up or dissolution of a corporation under (section 50)
or (Section 51)
and when a winding up order has been made no suit or other legal proceeding shall lie or be proceed with against the corporation except by leave of the Registrar and subject to such terms as he may impose. General
After all the liabilities including the paid up share capital of a corporation which is dissolved have been met, the surplus assets shall not be divided amongst its members but they shall be devoted to any object or objects described in the articles of the corporation and when no object is so described to any object of public utility as the Registrar may direct.
The Registrar or the liquidator appointed under (section 46)
or (Section 50)
shall have to power to summon and enforce the attendance of witnesses including the parties interested or any of them and to compel them to give evidence, and compel the production of documents by the same means and as far as possible in the same manner as is provided in the case of a civil court by the (Code of Civil Procedure, 1908 (V of 1908)) .
Provided that the appellate authority may admit an appeal after the expiry of such period, if the appellant satisfies the appellate authority that he had sufficient cause for not preferring the appeal within such period. (1) An appeal against an order under (section 48) , (Section 50) or (Section 52) shall lie- (a) if the order is made by the Registrar to the State Government; (b) if the order is made by any other person to the Registrar, and against such order of the Registrar to the State Government.
(2) An appeal under sub-section (1) shall be field within two months from the date of the communication of the order:
Every order passed by a liquidator under (section 48)
or (Section 50)
or by the Registrar under (section 52)
or by the Registrar or arbitrators on disputes referred to him or them under clause (g) of (section 48)
and every order passed in appeals under (section 56)
shall, if not carried out- (a) on a certificate signed by the Registrar or a liquidator, be deemed to be a decree of a Civil Court and shall be executed in the same manner as a decree of such Court; or
(b) be executed according to the law and under the rules for the time being in force for the recovery of arrears of land revenue, provided that any application for the recovery in such manner of a
(1) in the event of a corporation being would up, every present and past member shall be liable to contribute to the assets of the corporation to an amount sufficient for payment of its debts and liabilities and the costs, charges and expenses of the winding up, and for the adjustment of the rights of the contributories among themselves subject to the provisions of section 59 and subject also to the following qualifications, namely:-
(a) a past member shall not be liable to contribute if he has ceased to be a member for one year or upward before the commencement of the winding up;
(b) a past member shall not be liable to contribute in respect of any debt or liability of the corporation contracted after he ceased to be a member;
(c) no past member shall be liable to contribute unless it appe
In the winding up of a corporation, any director, whether past or present, whose liability is under the provisions of this Act, unlimited, shall. In addition to his liability, if any, to contribute as an ordinary member, be liable to make a further contribution as if he were, at the commencement of the winding up, a member of a unlimited corporation: Provided that- (a) a past director shall not be liable to make such further contribution, if he has ceased to hold office for a year or upwards before the commencement of the winding up;
(b) a past director shall not be liable to make such further contribution in respect of any debt of liability of the corporation contracted after he ceased to hold office;
(c) subject to the articles of the corporation, a director shall not be liable to make such further contribution, unless the liquidator
(a) The term "contributory" means every person liable to contribute to the assets of a corporation in the event of its being wound up and includes the holder of any shares which are fully paid up; and for the purposes of all proceedings for determining, and all proceedings prior to the final determination of, the persons who are to be deemed contributories, includes any person alleged to be a contributory.
(b) The liability of a contributory shall create a debt accruing due from him at the time when his liability commenced, but payable at the times specified in calls made on him for enforcing the liability.
(1) Where on perusing any document which a corporation is required to submit to him under this Act, the Registrar is of opinion that any information or explanation is necessary in order that such document may afford full particulars of the matter to which it purports to relate, he may, by written order, call on the corporation submitting the document to furnish in written such information or explanation, within such time as he may specify in the order.
(2) On receipt by the corporation of an order under sub-section (1), it shall be the duty of the corporation and of all persons who are officers of the corporation, to furnish such information explanation to the best of their power.
(1) Notwithstanding anything herein be for contained, when the Registrar consider, it necessary he may by himself or by some person authorised by him in writing by general or special order in this behalf audit the accounts of any corporation.
(2) The audit under sub-section (1) shall include an examination of overdue debts, if any verification of cash balances and securities, and a valuation of the assets and liabilities of the corporation.
(3) The registrar of the other person auditing the accounts of any corporation shall have free access to the books, accounts and vouchers of such corporation and shall be allowed to verify its cash balances and securities.
(4) It shall be the duty of the directors, managers and other officers and servants of such corporation to furnish to the Registrar o
Where on the application of any member of a corporation or otherwise the State Government is of the opinion that there are circumstances suggesting- or (i) that the business of any corporation is being conducted with intent to defraud its creditors, members or any other persons, or otherwise for a fraudulent or unlawful purpose, or in a manner oppressive of any of its members, or that the corporation was formed for any fraudulent or unlawful purpose;
(ii) that the persons concerned in the formation of the corporation or the management of its affairs have in connection therewith been guilty of fraud, misfeasance or other misconduct towards the corporation or towards any of its members;
(iii) that the members of the corporation have not been given all the information with respect to its affairs which they might reasonably expect, the sta
(1) It shall be the duty of all officers and agents of the corporation-
(a) to produce to the person appointed under s. 63 all books and papers of, relating to, the corporation which are in their custody or power; and
(b) otherwise to give to the said person all assistance in connection with the investigation which they are reasonably able to give.
(2) The person appointed under (section 63) may examine on oath any of the persons referred to in sub-section (1) in relation to the affairs of the corporation.
(3) Notes of any examination under sub-section (2) shall be taken down in writing and shall be read over to or by, and signed by the person examined, and may thereafter be used in evidence against him.
&n
(1) If, from any report made under section 64 it appears to the State Government that any person has, in relation to the corporation whose affairs have been investigated as aforesaid been guilty of any offence for which he is criminally liable, the State Government may, after taking such legal advice as it thinks fit, prosecute such person for the offense; and it shall be the duty of all officers and agents of the corporation other than the accused in the proceedings, to give the State Government all assistance in connection with the prosecution which they are reasonably able to give.
(2) A copy of the report of the person appointed under (section 63) authenticated in such manner, if any, as may be prescribed, shall be admissible in any legal proceedings as evidence of the opinion of such person in relation to any matter contained in the report.
(1) Any person may inspect any documents kept by the Registrar being documents field or registered by him in pursuance of this Act, or making a record of any fact required or authorised to be recorded or registered in pursuance of this Act, on payment for each inspection, of a fee of two rupees.
(2) The Registrar shall on application furnished to any person, a copy of the certificate incorporation of any corporation or a copy of extract of any other document or any part of any other document filed with him under this Act certified under his hand on payment of a fee of [one rupee] for every one hundred words, or fractional part thereof required to be copied in the case of a certified copy of extract.
(3) No process for compelling the production of any document kept by the Registrar shall iss
The prescribed fees shall be paid to the Registrar in respect of - (a) the filing of any document with him,
(b) the registration or recording of any document by him,
(c) his making a record of or registering any fact, in pursuance of this Act.
For the purpose of any provision in this Act which enacts that an officer of the corporation who is is default shall be liable to any punishment or penalty, whether by way of imprisonment, fine or otherwise, the expression "officer who is in default" means any officer of the corporation who is knowingly guilty of default, non compliance, failure, refusal or contravention mentioned in that provision, or who knowingly and wilfully authorises or permits such default, non compliance, failure, refusal or contravention.
If a corporation makes a default in complying with any direction given under clause (b) of (section 13)
, the corporation and every officer who is in default shall, on conviction, be punished with fine which may extend to ten rupees for every day during which the default continues.
If any default is made in holding a meeting of the corporation in accordance with (section 26)
, or in complying with any directions of the State Government under sub-section (1) of (section 27)
, the corporation and every officer thereof who is in default, shall, on conviction, be punished with fine which may extend to five hundred rupees.
If any default is made in complying with sub-section (1) or (2) of (section 28)
, the corporation, and every officer thereof who is in default, shall, on conviction, be punished with fine which may extend to five rupees for every day during which the default continues.
If default is made in complying with the provisions of (section 29)
in respect of any meeting the corporation and every officer thereof who is in default, shall, on conviction, be punished with fine which may extend to twenty five rupees.
If any inspection required under sub-section (1) of (section 32)
is refused, or if any copy required, under sub-section (2) of that section is not furnished within the time specified therein, the corporation and every office thereof who is in default shall, on conviction be punished with fine which may extend to ten rupees in respect of each offence.
Any director of a corporation who fails to take reasonable steps to secure compliance by the corporation with the requirements of (section 33)
, or who by his own willful been the cause of any default by the corporation thereunder, shall, on conviction, in respect of each such offence be punished with fine which may extend to fifty rupees.
If any director of a corporation fails to take all reasonable steps to comply with the provisions of (section 34)
, he shall, on conviction, be punished with fine which may extend to fifty rupees.
If default is made in complying with the provisions of section 35 the corporation and every officer thereof who is in default, shall on conviction, be punished with fine which may extend to fifty rupees.
If default is made in complying with the requirements of sub-section (1) or (2) of (section 36)
, the corporation, and every officer thereof who is in default, shall on conviction, be punished with fine which may extend to fifty rupees.
If any auditor of a corporation makes a report otherwise than in conformity with the requirements of (section 38)
, he shall, if default is willful, on conviction, be punished with fine which may extend to two hundred rupees.
If default is made in complying with any of the requirements of (section 40)
, the corporation, and every officer thereof who is in default, shall, on conviction, be punished with fine which may extend to five hundred rupees.
Any director of a corporation who makes a declaration under (section 45)
without having reasonable grounds for the opinion that the corporation will be able to pay its debts, shall, on conviction, be punished with imprisonment for a term which may extend to six months, or with fine which may extend to five hundred rupees or with both. Explanation.- If the corporation is wind up in pursuance of a resolution, passed within a period of five weeks after the making of the declaration, but its debts are not paid or provided for in full within the period specified in the declaration, it shall be presumed, until the contrary is proved, that the director did not have reasonable grounds for his opinion.
If any liquidator fails- (a) to call a general meeting of the corporation or a meeting of the creditors under clause (b) of sub-section (1) of (section 49) , or
(b) to send a copy of account to the Registrar or to make a return to him of the holding of the meetings under sub-section
(2) of that section, he shall, on conviction, be punished with fine, which may extend to one hundred rupees in respect of each such failure.
If any corporation or any person as is referred to in sub-section (2) of (section 61)
refuses or neglects to furnish the information or explanation required, under that sub-section, the corporation and each person shall, on conviction be punished with fine, which may extent to twenty rupees in respect of each such offence.
If in any return, report, balance sheet, statement or other document required by or for the purposed of any of the provisions of this Act, any person makes a statement- (a) which is false in any material particular, knowing it to be false; (b) which omits any material fact knowing it to be material; he shall, save as otherwise expressly provided in this Act, on conviction, be punished with imprisonment for a term which may extend to two year and shall also be liable to fine which may extend to five hundred rupees.
(1) If any officer or employee of a corporation- (a) wrongfully obtains possession of any property of a corporation; or
(b) having any such property in his possession, wrongfully, withholds, it or knowingly applies it to purposes other than those expressed or directed in the articles and authorised by this Act: he shall, on the complaint of the corporation or any creditor or contributory thereof, on conviction, be punished with fine which may extend to five hundred rupees.
(2) The court trying the offence may also order such officer or employee to deliver up or refund, within a time to be fixed by the Court, any such property wrongfully obtained or wrongfully withheld or knowingly misapplied, or in default, to suffer imprisonment for a term which extend to two years.
Any member of a corporation who shall steal, purloin or embezzle any money or other property, or willfully and maliciously destroy or injure any property of such corporation, or shall forge any deed, bond, security for money, receipt or other instrument whereby the funds of the corporation may be exposed to loss, shall be subject to the like prosecution, and, if convicted, shall be liable to be punished in like manner as any person not member would be subject and liable to in respect of the like offence.
If any corporation, director or any officer or servant thereof contravenes any of the provisions of this Act for which no penalty is expressly provided herein he shall, on conviction, be liable to a fine which may extend to fifty rupees in respect of each such contravention.
No Court shall take cognizance of any offence against this Act, which is alleged to have been committed by any corporation or any officer thereof, except on the complaint in writing of the Registrar, or of a member of the corporation, or of a person authorised by the State Government in that behalf: Provided that nothing in this section shall apply to a prosecution by a corporation or any of its officers.
Explanation.- A liquidator of a corporation shall not be deemed to be an officer of the corporation within the meaning of this section.
No Court inferior to that of [x x x ] a magistrate of the first class shall try any offence against this Act.
Notwithstanding anything contained in the (Code of Criminal Procedure, 1898 (V of 1898)) , every offence against this Act, shall be deemed to be non-cognizable within the meaning of the said Code.
It shall not be lawful for a corporation to borrow money, to grant loans, to raise loans, by acceptance of deposits, or the issue of debentures, chit funds or the like; provided that a corporation may borrow on the security or its immovable property from such bankers as may be approved by the State Government.
A corporation shall not apply its assets, income or profits, if any, to any purpose other than for the furtherance of its objects.
A corporation shall furnish free of charge on demand to any member thereof a copy or extract of any register or document which it is required by or under this Act to maintain.
All sums due from a corporation, or a director or officer or member of a corporation as such to the State Government may be recovered according to the law and under the rules for the time being in force for the recovery of arrears of land revenue.
(1) The State Government may, by notification in the Official Gazette, make rules to carry out all or any of the purposes of this Act.
(2) In particular and without prejudice to the generality of the foregoing power, such rules may provide for all or any of the following matters, namely:-
(a) In manner in which meetings shall be called by the liquidator under (section 49)
and the procedure to be followed at such meeting;
(b) the manner of authenticating copies or reports under sub-section (2) of (section 65)
; (c) any other matter which has to be, or may be prescribed.
(3) The power to make rules under this section shall be subject to the condition of previo
On the coming into force of this Act the (Indian Companies Act, 1913 (VII of 1913)) (hereinafter called "the Companies Act") in its application to any society or association which is not a trading corporation and whose objects are confined to the State of bombay shall stand repealed; and thereupon- (a) any such society or association registered as a company under (section 26 of the Companies Act, 1913 (VII of 1913)) shall be deemed to be a corporation registered under this Act;
(b) memorandum and articles of association of such society or association shall, so far as they are not inconsistent with the provisions of this Act, continue in force until altered or rescinded;
(c) the registers maintained by such society or association shall be deemed to be registers maintained under this Act;
(d) a
Nothing contained in section 94 shall affect,- (a) any right, privilege, obligation or liability acquired accrued or incurred under the Companies Act;
(b) any penalty or punishment incurred in respect of any offence committed under the Companies Act;
(c) any investigation, legal proceeding or remedy in respect of any such right, privilege, obligation, liability, penalty, or punishment as aforesaid; or
(d) any winding up proceedings commenced before the coming into force of this Act; and any such investigation, legal proceeding, or remedy may be instituted continued or enforced and any such penalty or punishment may be imposed and any such winding up proceedings may be continued as if this Act had not been passed:
Provided that anything done or any a
SCHEDULE
(See Section 6)
1. The name of the corporation is "............" 2. The registered office of the corporation will be situated at...........in the State of Gujarat. 3. The objects for which the corporation 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 corporation shall not support with its funds, or endeavor to impose on or procure to be observed by, its members or others, any regulation or restriction which, if an object of the corporation, would make it a Trade Union. 4. The objects of the corporation are confined to the State of Gujarat only. 5. (1) The Income and property of the corporation, whenever derived shall be applied solely for the promotion of its objects as set forth in this memorandum. (2) No portion of incom
SCHEDULE
[See Section 8(2)]
The articles of association of a corporation may provide for all or any of the following matters, namely:- (a) the number of directors, their qualifications and disqualifications removal from office and vacation of office by them, filling up of casual vacancies, their retiring age, (b) share capital and voting and other rights attached to the shares, call on and transfer of shares, (c) general, or extraordinary meetings of the corporation and of the board of directors, the length of notice for calling the meetings, the contents and the manner of service of such notice and the procedure to be followed at such meetings.
SCHEDULE
(See section 16).
I hereby certify that ...............is this day incorporated under the Bombay Non-trading Corporations Act, 1959, (Bom. XXVI of 1959) and that the corporation is limited by shares/guarantees, Given under my hand at...............this day............of............one thousand nine hundred and.......... Registrar.
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