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I. The name of the company is “The Bihar State Text-Book Publishing Corporation Ltd II. The Registered Office of the Company will be situated in the State of Bihar. III. The objects for which the Company is established are—
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To acquire and take over business and other activities of the Government of Bihar relating to publication of text books together with all its assets, rights, privileges and liabilities which and as the Government of Bihar may transfer to the Company and to carry on such business and activities, and do, exercise, perform and carry out such functions, powers, and authority as may from time to time be give and directed by the Government of Bihar in that regard or with regard to any other like matter and objects.
The liability of the members is limited.
The shares capital of the Company is Rs. 1,50,00,000 (rupees one crore fifty lakhs) divided in to 15000(fifteen thausand) EQUITY shares ofRs.1,000 (rupees one thousand) each with the rights, privileges and conditions attaching there to as are provided the Articles of Association of the Company for the time being with power to increase and reduce the capital of the Company and to divide the shares in the capital for the time being in to several classes and to attach there to respectively such preferential, deferred or special rights, privileges or conditions as may be determined by or in accordance with the Articles of Association of the Compnny for the time being and to vary, modify or abrogate any suciy rights, privileges or conditions in such. manner as may be perrrdtted by the Act or provided by the Articles of Association of the Company for the time being. We, the several persons, whose names and addresses are subscribed below, are desirous of being formed into a Compan
The Regulations contained in Table ‘A’ in the first Schedule to the Act shall not apply to the Company.
The regulations for the management of the Company and for the observance of the members thereof and their representatives shall subject to any exercise of the statutory power of the Company in reference to the repeal or alteration of or addition to its regulations by special resolution as prescribed or permitted by the Act, be such as are contained in these Articles.
4. (i)The Company is to be a private Company and accordingly:
(a) The number of members for the time being of the Company (exclusive of persons who are for the time being in the employment of the Company and persons who, having formerly been in the employment of the Company, were members of the Company while in that employment and have continued to be members after the employment ceased ) is not to exceed fifty, but where two or more persons hold one or shares Company jointly, they shall for the purpose of this Article be treated as a single member.
(b) Any invitation to the public to subscribe for any shares in or stock or debentures of debenture stock of the Company is here by prohibited.
(e )The right to transfer shares of the Company is restricted by as herein after provided.
(ii) The Company shall be a Government Company as defined ins section 617of the Acts so long the Government of Bihar together with any other State Government or Government
The Authorised Share Capital of the Company is Rs.1,50,00,000(rupees one crore fifty lakhs) divided into 15,000 (fifteen thousand) Equity shares of Rs.1,000 each, with power to increase or reduce the capital.
Subject to such directions as may be issued from time to time by the Governor in this behalf and the provisions of the Memorandum of Association of the Company and, without prejudice to any special rights previously conferred or the holders of existing shares in the Company, new share in the Company may be issued with such preferred, or other special right or such restrictions, whether regard to dividend, voting rights of share capital, or otherwise, as the Company may, from time to time, by special resolution determine and any' preference share may with the sanction of a special resolution be issued on the terms that it is or at the option of the Company is liable to be redeemed.
If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of the Act and whether or not the Company is wound up, be varied with the consent in writing of the holders of not less than three-fourths of the issued shares of that class, or with the sanction of special resolution passed at a separate general meeting of the-holders of the shares of that class To every such separate general meeting the provisions of these regulations relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be two persons at least holding or representing by proxy one-third of the issued shares of the class in question.
The rights conferred upon the holders of the shares of Any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu there with.
(1) The Company may exercise of the powers of paying commissions conferred by section 76, provided that the rate percent or the amount of the commission paid or agreed to be paid shall be disclosed of the manner required by that section.
(2) The rate of the commission shall not exceed the rate of five percent of the price at which the shares in respect whereof the same is paid are issued or an amount equal to five percent of such price as the case
(3) The commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in the one way and partly in the other.
(4) Time Company may also, on any issue of shares, pay stich brokerage as may be lawful.
Subject to the directions of the Governor in that behalf and subject to the provisions hereinafter contained, the shares shall be under the control of the Directors who may allot or otherwise dispose of the same to such persons on such terms and conditions and at such times as the Directors think fit and With full power to give to any person the call of any shares whether at par or at a premium or (subject to the provisions of the Act) at a discountand for such time and for such consideration as the Directors think fit.
Except as required by law, no person shall be recognised by the Company as holding any share upon any trust and the Company start not be bound by or be compelled in any way to recognise (even when'havinng notice there of) any equitable, contingent ,future or partial interest in any share, or any interest in any fractional part of a share, or (except only as by these regulations or by law otherwise provided) anyother rights in respect of any share except as absolute right to the entirely thereof in the registered holder.
(1) Every person whose name is entered as a member in the register of members shall be entitled to receive within three months after allotment and within two months on registration of transfer (or within such other period as the conditions of issue shall provide)—
(a) one certificate for all his shares without payment, or
(b) several certificates, each for one or more of his shares, upon payment of one rupee for every certificate after the first.
(2) Every certificate shall be issued under the seat of the Company, and shall be signed by at least two Directors and the Secretary or some other person appointed by the Directors in that behalf and' shall specify the number and denoting numbers of the shares in respect of which it is issued and the amount paid tip there on, subject to such rules and regulations as may be prescribed by the law from time to time.
(3) In respect of any share or shares held jointly by several persons the Company shall not be bound
If a share certificate is defaced, lost or destroyed, it may be renewed on payment of such fee, if any, not exceeding fifty naye paise and on such terms, if any, as to evidence and identity and the payment of out mf pocket expense incurred by the Company in investigating evidence as the Directors think fit.
Except to the extent allowed by the Act no part of the funds of the Company shall be employed in the purpose of, or in loans upon the security of, the Company's shares.
The Company shall have a first and paramount lien on every share (not being a fully paid shares) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that share, and the Company shall also have a lien on all shares (other than fully paid shares) standing registered in the name of a single person, for all moneys presently payable by him or his estate to the Company; but the Directors may declare any share to be wholly or in part exempt from the provisions of this Article. The Company's lien, if any, on a share all extend to all dividends payable thereon.
The Company may sell in such manner as the Directors think fit, any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable, nor until the expiration of fourteen days after a notice in writing, stating and demanding payment of such part of the Amount in respect of which the lien exists as is presently payable has been given ,to the registered holder for the time being of the share, or the person entitled by reason of his death or insolvency.
The proceeds of the sale shall be applied in payment of such part of the amount in respect of which the. lien exists as is presently payable, and the residue shall (subject to a like lien for sums not presently payable as existed upon the shares prior to the sale) be paid to the person entitled to the shares at the date of the sale. The purchaser shall be registered as the holder of the shares, and he shall not be bound to see to the application of the purchase money, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the sale
The Directors may from time to time make such calls as they think fit upon the members in respect of any moneys unpaid on the shares held by them respectively and not by the conditions of allotment there of made payable at fixed times, and each members shall pay the amount of every call so made on him to the persons and at the times and places appointed by the Directors. A call may be made payable by instalments.
(1) Each member shall be given at least fourteen days' notice specifying the time or times and place of payment.
(2) A call may be revoked or postponed at the discretion of the Director.
(3) A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed.
The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.
If a sum called in respect of a share is not paid before or on the day appointed for payment there of, the person from whom the sum is due shall pay interest upon the sum at the rate of five percent per annum or at such lower rate, if any, as the Directors may determine from the day appointed for the payment there of to the time of the actual payment, but the Directors shall beat liberty to waive payment of that interest wholly or in part.
The provisions of these regulations as to payment of interest shall apply in the case of non-payment of any sum which, by the terms of issue of a share becomes payable at a fixed time, whether on account of the amount of the share or by way of premium as if the same had become payable by virtue of a call duly made and notified.
The Directors may, if they think fit, receive from any member willing to advance the same all or any part of the moneys uncalled and unpaid upon any shares held by him ; and upon all or any of the moneys so advanced may (until the same would, but for such advance, become presently payable ) pay interest at such rate (not exceeding, without the sanction of the Company in general meeting, six percent per annum) as may be agreed upon between the members paying the, sum in advance and the Directors.
If a member fails to pay any call or instalment of a call on the day appointed for payment thereof, the Directors may, at any time there after during such time as any part of such call or instalment unpaid, serve notice on hint requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued.
The notice shall name a further day (not earlier than the expiration of fourteen days from the date of service of the notice) on or before which the payment required by the notice is to be made and shall state that, in the event of non-payment at or before the appointed, the shares in respect of which the call was made will be liable to be forfeited.
If the requirements of any such notice ss aforesaid are not complied with, any share in respect of which the 'notice has been given may it any time, thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Directors to that effect.
A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit; and at any time before sale or disposition, the forfeiture may be cancelled on such terms as the Directors think fit.
A person whose shares have been forfeited shall cease to be member in respect of the forfeited shares, but shall not with standing the forfeiture, remain liable to pay to the Company all moneys which at the date of forfeiture were presently payable by him to the Company in respect of the shares, but his liability shall cease if and when the Company receives payment in full of all such moneys in respect of the shares.
A duly verified declaration in writing that the declarant is a Director, the Manager or the Secretary of the Company, and that a share in the Company has been duly forfeited on a date stated in the declaration shall be conclusive evidence of the facts there in stated as against all persons claiming to be entitled to the share, and that declaration, and the receipt of the Company for the consideration, if any, given for the share on the sale or disposal thereof, shall constitute a good title to the share, and the person to whom the share is sold or disposed of shall be registered as the holder of the share and shall not be bound to see to the application of the purchase money (if any), nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.
The provisions of these Regulations as to forfeiture shall apply in the case of non-payment of any such sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the amount of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.
(1) The instrument of transfer of any share in the Company shall be executed by or on behalf of both transferor and transferee.
(2) The transfer or shall be deemed to remain a holder of the share until the name of the transferee is entered in the register of members in respect thereof.
Share in the Company shall be transferred in the following form or in any usual or common form which the Board shall approve:
“I, A.B. of………… ………………in consideration of the sum of Rupees…… … …… .. …… .. …… .. …… .hereinafter called ‘that transferee, do hereby transfer to the transferee the share (or shares) numbered………….. to………………………… inclusive in the undertaking called the………………………………………………… Limited to hold unto the said transferee, his executors, administrators and assigns subject to the several conditions on which I held the same at the time of the execution thereof, and I, the said transferee do hereby agree to take the said share (or shares) subject to the conditions aforesaid.
As witness our hands this day of.
…………………………………………………………………………,
Witness to the signature of etc.”
(A) The right of members to transfer their shares shall be restricted as follows—
A share may be transferred by a member or other person entitled to transfer to a person approved by the Governor.
(B) Subject to section III of the Act and subject as aforesaid, the Directors may in their absolute and controlled discretion, refuse to register any proposed transfer of shares.
The Directors may also decline to recognise any instrument of transfer unless—
If the Directors refuse to register a transfer of any shares, they shall within two months , after the date on which the transfer was lodged with the Company ,send to the transferee and the transferee or notice of the refusal.
The registration of transfer maybe suspended at such times and for such periods as the Directors may from time to time determine:
PROVIDED that such registration shall not be suspended for more than forty-five days in any year and not exceeding 30 days at a time after giving proper notice.
The Company shall be entitled to charge a fee not exceeding two rupees on the registration of every probate, letters of administration, certificate of death or marriage, power of attorney, or other instrument.
(1) On the death of a member of the survivor or survivors where the member was a joint holder, and his legal representatives where he was a sole holder, shall be the only person recognised by the Company as having any title to his interest in the shares.
(2) Nothing in clause(1) shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by him with other persons.
(i) Any person becoming entitled to a share in consequence of the death or insolvency of a member may, upon such evidence being produced as may from time to time properly be required by the Directors and subject as here inafter perovided, elect, either—
(2) The Directors, in either case, have the same right to decline or suspend registration as it would have had if the deceased or insolvent member had transferred the share before his death or insolvency.
(1) If the person so becoming entitled shall elect to be registered as holder of the share himself, he shall deliver or send to the Company a notice in writing signed by him Stating that he so elects.
(2) If the person aforesaid shall elect to transfer the share, he shall, terrify his election by executing a transfer of the same.
(3)All the limitations, restrictions and provisions Of these regulations relating to the right to transfer and the registration of transfer of shares shall be applicable to any such notice or transfer as aforesaid as if death or insolvency of the member had not occurred and the notice or transfer were a transfer signed by that member.
A person becoming entitled to a share by reason of death or insolvency of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if were the registered holder of the share except that he shall not before holding registered as a member in respect of the share ,be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company :
PROVIDED that the Directors may ,at any time ,give notice requiring any such persons to either be registered himself or to transfer the share and if the notice is not complied with within ninety days the Directors payable in respect of the share ,until the requirements of the notice have been complied with .
So far as concerns any share held by any person as a nominee of the Governor, on the Governor requiring him to transfer any such share to the Governor or to any other person or persons nominated by the Governor or any such person becoming of unsound mind or becoming or being adjudicated an insolvent, or dying, or on such person, being a Company ,being wound up voluntarily or by the Court or subject to the supervision of the Court ,the following provisions shall take effect ,namely :-
(a)The Governor may at any time serve the Company with a requisitions to enforce the transfer of any such share.
b)The Company shall thereupon forthwith give to the holder of such share, or where the holder has become of unsound mind, to his committee or other guardian, or where the holder has become or been adjudicated an insolvent, to the assignee of his estates and effects ,or where the holder is dead, to his heirs or legal representatives, or where the holder, being a Company, has bee
Subject to the approval of the Governor the Directors may, with the sanction of the Company in general meeting, increase the share capital by such sum, to be divided into share of such amount, as the resolution shall prescribe.
Subject to such directions as may be issued by the Governor in this behalf, new share shall be issued upon such term sand. conditions and with such rights and privileges annexed thereto as the general meeting resolving upon the creation thereof shall direct, and if no direction be given as the Directors shall determine.
Except so far as otherwise provided try the conditions of issue, or by these Articles, any capital raised by the creation of new shares shall be considered part of the original capital and shall be subject to the same provisions herein contained with reference to the payment of call, lien, transfer, transmission, forfeiture and otherwise.
Subject to the approval of the Governor, the Company may, by ordinary resolution-
Subject to the provisions of sections 100 to 104 of the Act and to such directions as may be issued by the Government in the behalf ,the Company may ,from time to time ,by special resolution, reduce its share capital in any manner and with ,and subject to ,any incident authorised and consent required by law.
Subject to the approval of the Governor ,the Directors may ,by a resolution passed at a meeting of the Board raise or secure the payment or repayment of such sum or sums in such manner and upon such terms and conditions in all respects as they think fit and in particular by the issue of bonds ,debentures or debentures-stock or any mortgage ,charge or other security on the undertaking of the whole or any part of the property of the company (both present and future) including its uncalled capital for the time being .
The Debentures, debentures-stock bonds or other securities may be made assignable free from any equities between the company and the persons to whom the same may be issued.
Subject to the approval of the Government and provisions of sections 76 and 117 of the Act, any debentures, debentures-stock bonds or other securities may be issued at a discount, premium or otherwise and with any special privilege as to redemption, surrender, drawings, allotment of shares, attending general meetings of the Company, appointment of Directors and otherwise.
The Company shall in each year hold, in addition to any other meetings, a general meetings as its annual general meetings and not more than fifteen months shall elapse between the date of one annual general meeting and that of the next. The first annual general meeting of the Company will be held within eighteen months from the date of its incorporation but not later than nine months After the expiry of the financial year of the Company and thereafter, subject to the provisions of section 166 of the act as amended, the annual general meeting of the Company shall be held within six months after the expiry of each financial year of the Company. It shall be held during the business hours on a day that is not a public holiday and shall be held at the registered office of the Company or at some other place within the city, town or village where the registered office is situated The notice calling the general meeting shall specify it as annual general meeting The other general m3elings w
The Directors may, whenever they think it, and they shall on When the requisition of the holders of not less than one-tenth of the paid up-capital as at that date which carries the light of voting of the Company upon which all calls or other sums then due have been paid, forthwith proceed to convene an extraordinary general meeting of the Company and in the case of such, extraordinary meeting called. requisition the following provision shall have effect :-
Subject to the provisions of section 180 of the Act relating to special resolutions, twenty-one days notice at the least (exclusive of the day on which the notice is served or deemed to be served, but inclusive of the day for which notice is given) specifying the place, the day and the hour of meeting and, in case of special business, the general nature of that business shall be given in manner hereinafter mentioned, or in such other manner, if any, as may be prescribed by the Company in general meeting to such persons as are, under the Act or the regulations of the Company, entitled to receive such notice from the Company, but the accidental omission to give notice to or the nonreceipt of notice by any member shall not invalidate the proceedings at any general meeting. With the convent in writing of the members as provided in section 171 of the Act a meeting may be convened by a shorter notice than as aforesaid.
All business shall be deemed special that at an extra ordinary general meeting, and all that is transacted is transacted at any annual general meeting with the exception of sanctioning a dividend, the consideration of the accounts, balance sheets and the report of the Directors and Auditors, the appointment of and the fixing of the remuneration of the and in cases of special business, the provisions of section 173 of the Act shall apply.
No business shall be transacted at y general meeting unless a quorum of members is present at the tint: when the meeting proceeds to business ; save as herein otherwise provided, two members present in person or by duly authorised representative as provided in section 187A of the Act shall be a quorum.
If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if called upon the requisition of members, shall be dissolved : but in any other case, it shall stand adjourned to the same day in the next week at the same time and place or to such other day and to such other time and place as the Directors may determine, and if, at the adjourned meeting a quorum is not present within half an hour from the time appointed for the m:eting, the members present shall be a quorum.
The Chairman if any, of the Board of Director shall preside as Chairman at every general meeting of the Company.
If there is not such Chairman, or if at any meting he is not present within fifteen minutes after the time appointed for holding the meeting. or is unwilling to act as Chairman, the Vice-Chairman, if any, shall preside at the meeting. If there is no Vice-Chairman or. if at any meeting he is not present within the time, as aforesaid, or is unwilling to act as Chairman. then the members present shall choose some one of their number to be Chairman of the meeting.
The Chairman may, with the consent of any meeting a1 which a quorum Meeting is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for one month or more, notice of adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid, it shall not be necessary to give any notice of an ad journment of the business to be transacted at an adjourned meeting.
At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded in accordance with the provisions of the Act, and unless a poll is so demanded, a declaration by the Chairman that a resolution has, on a show of hands, been carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in the books of the proceedings of the Company shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against, that resolution
Subject to the provisions of section 170 of the Act if a poll is duly demanded, it shall be taken in such manner as the Chairman directs and the result of the poll shall be deemed to be resolution of the meeting at which the poll was demanded.
In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hand, takes place, or at which they poll is demanded, shall be entitled to a second or casting vote.
Subject to the provisions of section 180 of I he Act, a poll demanded on the election of a Chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the Chairman of the meeting directs.
Subject to any rights or restrictions for the time being attached to any class or classes or shares, on a show of hands every member present in person shall have one vote. On a poll every member shall have one vote in respect of each share held by him. provided, however, that so far as the Governor is concerned, a vote may be given on his behalf on a show of hands or on a poll by any person, whether a member or not, authorised by him to be present and vote at all or any of the meetings of the Company. The Governor may at anytime revoke or cancel the authority of any person to vote on his behalf as aforesaid and make fresh authorisations. An order to the Governor authenticated as provided by the Constitution of India in respect of any such authorisations revocation thereof as aforesaid shall be sufficient and conclusive evidence thereof.
Any person authorised by the Governor to vote on his behalf as aforesaid may, if so authorised by any order of the Governor as aforesaid, appoint any other person (whether a member or not), as a proxy or substituted authority, whether special or general, to vote on behalf of the Governor as aforesaid and such proxy or substituted authority shall be entitled also to vote on a show of hands or on a poll.
In the case of joint holders, the vote of the senior who tenders of vote, whether in person or by proxy, shall be accepted to the exclusion Joint holders. the votes of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the register of members
A member of unsound mind, or in respect of whom an order has been made by Court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee or other legal guardian, and Members of un sound mind. any such committee or guardian may, on a poll, vote by proxy
No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of share in the Company have heen paid
On a poll, votes may be given cither personally or by proxy; Proxy on polis provided that no Company shall vote by proxy as long as a resolution of its Directors authorising any person to act as its at any meeting of the Company passed in accordance with the representative of provisions of the Act is in force. Directors authorising any person to act as its at any meeting of the Company passed in accordance with the representative of provisions of the Act is in force.
Subject as aforesaid, the instrument appointing a proxy shall be Proxy. in writing under the hand of the appointer or his attorney duly authorised in writing or, if the appointer is a corporation, either under the common seal, or under the hand of an officer or attorney so authorised. Any person shall act as a proxy whether he is a member of the Company or not.
The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority shall be deposited at the resistend office of the Company not less than forty-eight hours before the time for holding the meeting at which the person named in the instrument proposes to vote or in the case of a poll not less than 24 hours before the time appointed for taking of the poll, and in default the instrument of proxy shall not be treated as valid.
An instrument appointing a proxy may be made in the following form, or in any other form which the Directors shall approve
:-
I -----------------------of------------------in the district of ---------- ------being a member of - ------------ -hereby appoint -------- of----------------- in the district of failing him ---- ----------of ----------------- the district of ------------------- as my proxy to vote for me and on my behalf at the annual general meeting/general meeting (not being annual general meeting) of the Company to be held on the----------------------day of--------------------------------and at any adjournment thereof. Signed this --------- -------------------------day of-----------------
The Directors including the Chairman, the Vice-Chairman or men, the Managing Executive or other whole-time Director or Directors shall hold the respective offices for such period as they are appointed or for or until they are removed or replaced or otherwise cease to hold the office in the manner as provided in these presents ; and they shall not be liable to retirement by rotation.
The Directors shall not be required to hold any qualification shares.
The remuneration of the Directors shall from time to time be determined by the Governor. Subject to the provisions of section 314 of the Act, such reasonable additional remuneration as may be fixed by the Governor may be paid to any one or more of the Directors for extra or special services rendered by him or them or otherwise.
Subject to the provisions of the Act and the directives or instructions, if any, as the Governor may issue from time to time as contained in Article 95, the business of the Company shall be managed by the Directors, who may pay all expenses incurred in getting up and registering the Company, and may exercise all such powers of the Company as are not, by the Act, or any statutory modification thereof for the time being in force, or by these Articles, required to be exercised by the Company in general meetings, subject never the less to any regulation of these Articles, to the provision of the said Act, and to such regulations, being not inconsistent with the aforesaid regulations or provisions, as may be prescribed by the Company in general meeting; but not regulation made by the Company in general meeting shall invalidate any prior act of the Directors which would have been valid if that regulation had not been made.
The Directors may, as and when they think fit, make any by laws not inconsistent with the objects of the Company as set out in the Memorandum of Association nor with these Articles for the conduct and regulation of the business of the Company and its Directors and its officers and servants and may in like manner, vary and repeal any such bye-laws
The Governor shall appoint, from amongst the members, of the Board for the time being -
as he may determine from time to time, for such period and upon and subject the to such terms and conditions and upon such remuneration (subject to provisions of section 314 of the Act) as he thinks fit, and may from time to time remove, dismiss or replace him or them from office and appoint another or others in his or their place or places. Any such Director appointed to any such office shall if he cease to hold the office of Director from Vice cause shall ipso facto and immediately cease to be such Chairman, Vice-, Managing, Executive or other whole-time Director.
Subject to the approval of the governor and the provisions of section 202 to 297 of the Act ,the Directors may from time to time entrust to and confer upon the delegate to the Chairman, Vice- Chairman, Managing Executive or other whole-time Director or Directors for the time being such form of the powers exercise able under these Articles as the may thing fit.
The Directors shall duly comply and cause to be compiled with the provisions of the Act or any statutory modification thereof for the time being in force, and in particular with the provisions in regard to the maintenance of Statutory Registers and Books of Account, and holding of General Meetings and submission and filing of Returns and Accounts.
The Director shall cause minutes to be made in books provided for the purpose required under section 193 of the Act.
(1) the office of the director shall be vacated. If -
The director said at least once in every three calendar months meet for the dispatch of business, air, Jordan, and otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes and the chairman shall have a second or casting vote. A Director may and the Secretary, on the requisition of a director shall, at any time summon a meeting of directors.
Save as otherwise, it expressly provided in the act, a resolution in writing, signed by all the directors or all the members of the committee of directors for the time being in India shall be as valid and the effectual as if it had been passed at a meeting of the directors or committee of directors Dolly called and constituted provided that such a resolution shall be signed by at least two officers of the government of Bihar, who may for the time being directors of the company.
The quorum necessary for the transaction of the business of the director shall be one3 of the total strength or two directors which ever is higher as provided in section 287 of the Act, provided that such quorum shall not be deemed to be complete unless two directors nominated by the governor of Bihar are present as directors.
The continuing directors me at not with standing any vacancy in their body, but if and so long, as their number is reduced below, the number fixed by, or pursuant to these articles, as the necessary quorum of directors, that continuing directors may active for the purpose of summoning a general meeting of the company, but for no other purpose.
The chairman of the board, if any, shall preside at the board meeting. If and rest, no, such chairman is appointed, or if at any meeting with the chairman is not present within 10 minutes, after the time appointed for holding the same, the vice chairman shall preside at any such meeting; and it will no vice-chairman is also appointed, or if at any meeting Dubai chairman, we also not present within 10 minutes. After the time appointed for holding the same, the directors present may choose one of their member to be chairman of the meeting .
Subject to the provisions of sector 292 and 297 of the act, the directors may delegate any of their power is not a reserved or otherwise it exercisable as provided in presents to committees consisting of such member or members of their body as they fit; any committee so formed shall, in the exercise of the power so very gated, conformer to any regulations that may be imposed on them by the directors. The proceedings of such a committee shall be placed before the board of directors at its next meeting.
A committee may elect a chairman of its meeting, and if no such chairman is elected or if at any meeting, the chairman is not present within 10 minutes, after the time appointed for holding the same, the members present may choose one of their member to be chairman of the meeting.
A committee may meet and Adjourn as it may think proper. Questions are arising at any meeting shall be determined by a majority of votes of the members present and in case of an equality of votes, the chairman shall have a second or casting vote.
All acts done by any meetings of the directors or of a committee of directors, or by any person acting as a director shall not with standing that it maybe after Watson discovered that there was some difference in the appointment of any such directors or person acting as a force it, or that they of any of them, we are disqualified be as valid as if such directors or such person had been duly appointed and was qualified to be a director.
(a) the annual budget of the corporation shall be approved by the governor.
(b) the chairman for the decision of the governor, proposals or decision of the directors in any matter, which, in the opinion of any director of such importance has to be reserved for the approval of the Governor. No action shall be taken by the company in respect of any proposal decision of the directors is reserved for the approval of the Governor as aforesaid until the approval to the same has been obtained.
(c) without prejudice to the generality of the above provisions, the directors are reserved for the decision of the Governor-
Notwithstanding anything contained in any of these articles, the Governor may from time to time issue, such directives or instructions, as he may think fit in regard to the finances, and the conduct of the business and affairs of the company or directors, are there of, and in like manner, very and annual, any such directives and instructions and the directors in Delhi comply with and give immediate effect to such directives or instructions.
Subject to such directions as may, from time to time, be issued by the Governor in this behalf, the Directors as may, before recommending any dividend, set aside out of the profits of the Company such sums as they think proper as a reserve fund, to meet contingencies or for equalising dividends, or for special dividends, for or repairing, improving and maintaining any of the property of the Company, and for such other purposes as the Directors shall their absolute discretion think conducive' to the interests of time Company, and may invest the several sums so set aside upon such investments (other than shares of the Company) as they may think fit and from time to time, deal with and vary such investments and dispose of all or any part thereof for the benefit of the Company; and may divide there serves funds into such special funds as they think fit and employ the reserve funds or any part thereof in the business of the Company, and that without 'being bound to keep the same separat
The profit of the company available for payment rights created or thrice to be created by the spends subject to the provisions of this act as to the reserve fund shall, divisible Manja members proportion to the amount of capital and by them respectively. Provided always that subject as aforesaid any capital per phone is she during the period in respect of which a dividend clear to sell only entitled the holder of such share to an app portionment amount of such dividend as from the date of payment
Where capital is paid up on any shares in advance calls upon the footing, that the same shall carry interest, such capital shall not, while carrying interest, confer a right to participate in profits.
Company in general meeting may declare a dividend to be paid to the members according to their rights and interest in the profits and may fix the time for payment but not a brain cell exceed the amount recommended by the Directors.
No dividend shall be declared or paid by the company for any financial year except out of profits of the company for that years arrived at after providing for the depreciation in accordance with the provisions of subsection (2) of section 205 or out of profits of the company for any previous financial year or years right at the age after providing for the depreciation in accordance with these provisions and meaning and distributed or out of booth or out of money, provided the government for the payment or dividend in pursuance of any guarantee given by the government.
The declaration of the Directors, as to the Mount of the net, profits of the company shall be conclusive.
The directors me, from time to time, paid to the members, such in dumb dividends, as in that judgement, the position of the company justifies.
The directors marriage, and any individuals on which the company has a lien, and may apply the same in or towards satisfaction of the tips. Liabilities or engagements in respect of which the lien exists.
Any general meeting declaring dividend may make a call on the members of such amount as the meeting fix, but the call on each member shall not exceed the dividends payable to him, and the call shall be made payable at the same times as the dividend, and the dividend, if so arranged between the company and the members, be set off against the call. The making of a call under this clause shall be deemed ordinary business of an annual general meeting, which dividend.
Subject to the provisions of section 205 of the Act as amended and no dividend shall be payable except in cash.
Transfer of shares shall not pass the right to any dividend declared thereon after such transfer and registration of the transfer.
The directors may retain the dividend payable upon shares in respect of which any person is under the transmission clause of this article is entitled to become a member, or which any person under that clause is entitled to transfer, until such person shall become member in respect of such shares or shall duly transfer the same.
Any one of the several persons, who are registered as a joint holder of any shares, may give a factual receipt for all dividends and payments on account of dividends in respect of such shares.
Unless otherwise directed, any dividend may be paid by cheque or warrant sent through the post to the registered address of the member or person title or in case of joint holder, to the registered address of that one whose name is stands first on the register of the joint holding and every cheque or warrant so sent shall be made payable to the order of the person to whom it is sent.
Notice to of the declaration of any dividend, whether done or otherwise, shall be given to the holders of registered share in the manner hereinafter provided.
All dividends and claim for one year, after having been declared, may be invested or otherwise, made use of the use of by the directors, for the benefits of the company, until claim, and all dividends and claim for three years after having having been declared, maybe forfeited by the directors for the benefits of the company and if the directors thing fit, they may be applied in the oral augmentation of the reserve funds.
The Company shall in all respects comply with section 209'of the Act and cause to be kept and maintain proper books of accounts with respect to—
The books of account shall be kept at the registered office of the Company or at such other place in India as the Directors shall think fit and shall be open to inspection by the Directors during business hours.
The Directors shall, from time to time determine whether and to what extent and at what times and places and under what conditions or regulations accounts and books of the Company or any of them shall be open to the inspection of members (not being Directors) and no member (not being a Director) shall have any right of inspecting any account or books or document of the Company except as conferred by law or otherwise by the Directors or by the Company in general meeting or as directed by the Governor.
After the close of every financial year of the Company the Board shall lay before the Company at its annual general meeting a balance sheet as at the end of respective financial year and a profit and loss account for that financial year in the case of the first financial period within nine months of its expiry and there after within six months after the expiry of each financial year, subject to the provisions of section 210 of the Act.
The Directors shall as per section 217 of the Act make out and attach to every balance sheet a report with respect to the state of the Company’s affairs the amount if any which they recommend should be paid by way of dividend and the amount if any, which they propose to carry to the reserve fund, general reserve or reserve account shown specifically on the balance sheet or to a reserve fund, general reserve or reserve account shown specifically carry to reserve in a subsequent balance sheet. The report shall be signed oy the Chairman of the Directors on behalf of the Directors of authorised in that behalf by the Directors and when he is not so authorised, shall be signed by such number of Directors as are required to sign the balance sheet and the profit and loss account by virtue of sub-section (1)and (2) of section US of the Act
The profit and loss account drawn subject to the provision, as laid down in section 211 of the Act and Schedule VI referred to therein shall show, arranged under the most convenient heads, the amount of gross income distinguishing the several sources from which it has been derived, and amount of gross expenditure distinguishing the expenses of the establishment salaries and other like matters Every item of expenditure fairly chargeable against the year’s income shall be brought into account so that a just balance of profit and loss may be laid before the meeting, and in cases where any item of expenditure which may in fairness be distributed over several years has been incurred in any one year, the whole amount of such item shall be stated with the addition of the reasons play only a portion of such expenditure is charged against the income of the year and the balance sheet drawn in accordance within provisions of the said section shall give a true and fair view of the Company as a
The Company shall send a copy of such balance sheet and profit and loss account together with a copy of Auditor’s depart and the report of the Directors and every other document required by law to be annexed or attached, as the case may be, to the balance sheet to the registered address of every member of the Company in the manner in which notices are to be given here in under at least 21 days before the meeting (or if so agreed by all the members entitled to vote, less than twenty-on-days before in the meeting ) at which it is to be laid before the member of the Company for inspection of the members of the Company during a period of atleast twenty-one days before that meeting or less or than that if so agreed by members as aforesaid.
The Directors shall in all respects comply with the provisions of sections 209 to 211 and 215 to 222 of the Act or any statutory modification thereof for the time being in force.
Once at least in every financial year the accounts of the Company shall be examined and the correctness of the profit and loss account and balance sheet as certained by one of more auditors.
The auditor/Auditors of the Company shall be appointed or reappointed by the Central Government on the advice of the Comptroller and Auditor-General of India and the Remuneration, rights and duties of such Auditors shall be regulated by sections 224 to 233 of the Act.
The Auditors of the Company shall be entitled to receive notice of and to attend any general meeting of the Company at which any accounts which have been examined or reports on by them are to be laid before the Company and may make any statement or explanation they desire with respect to the accounts.
(a)The Comptroller and Auditor-General of India shall 'have power—
(b) The Auditor/Auditors aforesaid shall submit a copy of his/their audit report to the Comptroller and Auditor-general of India who shall have the right to comment upon or supplement
Every account of the Company, when audited and approved by the general meeting shall be conclusive. except as regards any error discovered therein within three months next after the approval hereof. Whenever any such error is discovered within the period the account shall forthwith be corrected and the thenceforth shall be conclusive.
A notice may be given by the Company to any member either personally or by sending it by post to hint to his registered address, or (if he has no registered address), to the address, if any, supplied by him to the Company for the giving of notice to him.
A holder of registered shares, who has no registered place of address, may from time to time, notify in writing to the Company an address, which shall be deemed his registered place of address, within the meaning of the last preceding Articles.
If a member has no registered address and has not supplied to the company an address for the giving of notice to him a notice addresses to him and advertised in a newspaper circulating in the neighbourhood of the Registered Office of the Company, shall be deemed to be duly given to him on the day on which the advertisement appears.
A notice may be given by the Company to the joint holders of a share by giving the notice to the joint holder named first in the register in respect of the share.
A notice may be given by the Company to the persons entitled to a share inconsequence of the death or insolvency of a member by sending through the post in a prepaid letter addressed to the them by the name, or by title of representatives of the deceased or assignee of the insolvent or by any like description, at the address (if any) supplied for the purpose by the persons claiming to be so entitled or (until such an address has been so supplied) by giving notice in any manner in which the same might have been given if the death or insolvency had not occurred.
Notice of every general meeting shall be given in the manner hereinbefore authorised to (a) every member of the Company except those members who having no registered address and have not supplied to the Company any address for the giving of notice to them and also to (b) every person entitled to a share in consequence of the death or insolvency of a member who, but for his death or insolvency, would be entitled to receive notice of the meeting, provided the Company has been given due notice.
Every person who, by operation of law, transfer or other means whatsoever, shall become entitled to any share shall be bound by every notice in respect of such share which, previously to his name and address and title to the share being notified to the Company, had duly been given to the person from, whom be derives his title to such share.
The signature to any notice to be given by the Company may be Written or printed.
Where a given number of days’ notice or notices extending over any other period is required to be given, the day of service shall, unless it is otherwise provided, be counted in such number of days or other period
If the Company shall be wound up and the assets available for distribution among the members as such shall be insufficient to repay the whole of the paid up capital, such assets shall be distributed so that , as nearly as may be ,the losses shall be borne by the member in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up, on the shares held by them respectively. And if in winding up ,the assets available for distribution among members shall be more than sufficient to repay the whole of the capital paid up at the commencement or the winding up the excess shall be distributed amongst the members in proportion to the capital, at the commencement of the winding up, paid up or 'which ought to have been paid up on the shares held by them respectively. But this clause is to be without prejudice to the rights of the holders of shares issued upon special terms and conditions.
No member shall to entitled to require discovery of or any information respecting any detail of the Company's trading or any matter which may be in the nature of trade or Secret or process which may relate to the conduct of the business of the Company and which in the opinion of the Directors it will be inexpedient in the interest of the members of the Company to communicate to the public.
Subject to the provision of section 201 of the Act, every Director, manager, auditor, secretary and other officer or servant of the Company shall be indemnified by the Company agent, and it shall be duty of the Directors out of the fund of the Company to pay, all costs, losses and expenses which any such officer or servant may incur or become liable to by reasons of any contract entered into or act or thing done by him as such officer or servant, or in anyway in the discharge of his duties ; and the amount for which such indemnity is provided shall immediately attach as a lien on the property of the Company, and have priority is between the members over all other claims.
No Director or other officer of the Company shall be liable for the acts, receipts, neglects or default of any Directors or officer or the Company or for joining in any receipt or other act for conformity, or for any lesser expensive happening to the company though to the insufficiency or deficiency of title to any property acquired by the order of the directors for or on Behalf of the Company. or for the Sufficiency or deficiency of any security in or upon which any of the moneys of the company shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any moneys, securities or effects shall be deposited or for any loss occasioned by any error of judgement or over sight on his part or for any other loss, damages or misfortune whatever, which shall happen in the execution of the duties of his officer in relation thereto unless the same happens through his own negligence, default, misfeasance breach of duty or breach o
Subject to the approval of the Governor ,the Directors may from time to time ,and in accordance with the provisions of the Companies Act 1956,raise or borrow or secure the payment of any sum or sums of money for the purpose of the Company by means of a resolution passed at a meeting of the Board .
Section 46 is a recurrent and multifunctional provision appearing across numerous Indian statutes, including the Income Tax Act, 1961; the Chotanagpur Tenancy Act, 1908; the West Bengal Estates Acquisition Act, 1953; the Bengal Tenancy Act; the Administration of Evacuee Property Act, 1950; the Haryana General Sales Tax Act, 1973; the Bihar Finance Act; the Madras Village Courts Act; the Assam Frontier (Administration of Justice) Regulation; the Companies Act, 2013; the Code of Civil Procedure, 1908; the Criminal Procedure Code, 1973; the Trade and Merchandise Marks Act, 1958; and others. Its scope and content vary depending on the statute in which it is enacted, covering topics such as revisional powers, transfer restrictions, disqualification of officeholders, limitation periods, compensation for land acquisition, stay of proceedings, penalties for non-compliance, jurisdiction of courts, interpretation of decrees, and the definition of "death." This commentary synthesizes judicial interpretations across these diverse enactments based on the provided sources.
The content of Section 46 differs significantly across statutes. In the Income Tax Act, Section 46 deals with capital gains arising from the distribution of assets by companies in liquidation, including deemed transfers and the computation of capital gains on such transactions [Source: "Shantkumar VS State Of Karnataka - 2020 0 Supreme(Kar) 974", "N. Bagavathy Ammal VS Commissioner Of Income Tax, Madurai - 2003 1 Supreme 942", "Brahmi Investments (P. ) Ltd. VS Assistant Commissioner of Income-tax - Income Tax Appellate Tribunal (1993)"]. In the Chotanagpur Tenancy Act, 1908, Section 46 regulates the transfer of holding by members of Scheduled Tribes, requiring prior permission of the Deputy Commissioner and rendering transfers in contravention void ab initio [Source: "Mathura Singh VS Tetali Dom - 1996 0 Supreme(Pat) 314", "Most. Khaderan Devi @ Sahodari Devi wife of Late Baijnath Sah VS Jai Prakash Gupta, son of Late Baijnath Prasad Gupta - 2019 0 Supreme(Jhk) 1230", "Sitlal Baitha @ Ram VS Rudi Chamar - 2003 0 Supreme(Jhk) 1127", "Pranami Estates Pvt. Ltd. vs State of Jharkhand - 2025 0 Supreme(Jhk) 1778"]. In the West Bengal Estates Acquisition Act, 1953, Section 46 provides for the stay of suits involving determination of rent, incidents of tenancy, or status of tenant [Source: "Manmotha Nath Koyal VS Hazi Sheikh Khayer Ali - 1961 0 Supreme(Cal) 190", "Panchanan Pramanik VS Kishori Mohan Banerjee - 1959 0 Supreme(Cal) 229"]. In the Bengal Tenancy Act, Section 46 governs suits for enhancement of rent and khas possession [Source: "Kanak Kanti Roy Choudhury VS Srishtidar Mondal - 1925 0 Supreme(Cal) 482", "Port Canning and Land Improvement Company Limited VS Heirs of Late Bahir Molla - 1925 0 Supreme(Cal) 682"]. In the Administration of Evacuee Property Act, 1950, Section 46 bars the jurisdiction of civil courts in certain matters relating to evacuee property [Source: "GURBAX SINGH VS THE SECRETARY (REVENUE) UNION OF INDIA - 2009 0 Supreme(HP) 1347", "Shyam Nandan Prasad Singh VS Sita Ram Singh - 1992 0 Supreme(Pat) 272", "Sat Narain Beli Ram VS Custodian Evacuee Property, Jullundur - 1959 0 Supreme(P&H) 78"]. In the Haryana General Sales Tax Act, 1973 and Bihar Finance Act, Section 46 confers penal and revisional powers on the Commissioner [Source: "Surja Ram Cotton Ginning Pressing Factory VS State Of Haryana - 1978 0 Supreme(P&H) 111", "Marwah And Co. VS State Of Haryana - 1982 0 Supreme(P&H) 362", "Topsel Marketing Pvt. Ltd. VS Commissioner Of Commercial Taxes - 2002 0 Supreme(Pat) 4", "Tarna Treads VS State Of Himachal Pradesh - 2012 0 Supreme(HP) 885"]. In the Madras Village Courts Act, Section 46 mandates that decrees contain reasons for the decision [Source: "Rajamanicka Mudaliar VS Vadivelu Mudaliar - 1972 0 Supreme(Mad) 732"]. In the Criminal Procedure Code, 1973, Section 46(4) governs arrest procedures, particularly the requirement of prior permission of a Magistrate for arrest after sunset [Source: "COURT ON ITS OWN MOTION VS ANIL DUREJA - 2016 0 Supreme(Del) 4512", "Deepa vs S.Vijayalakshmi - 2025 Supreme(Online)(MAD) 3340", "S. Salma VS State of Tamil Nadu Rep. by its Chief Secretary, Chennai - 2023 0 Supreme(Mad) 1441"]. In the Companies Act, 2013, Section 46 deals with certificates of shares [Source: ""]. In the Code of Civil Procedure, 1908, Section 46 governs precepts and attachments in execution of decrees [Source: ""]. In the Trade and Merchandise Marks Act, 1958, Section 46(1) provides grounds for removal of a trade mark from the register, including lack of bona fide intention to use [Source: "MAC. LABORATORIES PRIVATE LTD. VS AMERICAN HOME PRODUCTS CORPORATION - 1968 0 Supreme(Cal) 91"]. In the Bihar Agriculture Produce Markets Act, 1960, Section 46 requires notice before referring disputes to arbitration [Source: "Gautam Singh VS Bihar State Agriculture Marketing Board - 2003 0 Supreme(Pat) 829"]. In the Gram Panchayat Act, Section 46 prescribes the procedure for imposing fines [Source: "Dharman VS Gram Panchayat Of Village Kurar - 1968 0 Supreme(P&H) 127"]. In the Annamalai University Act, 2013, Section 46 governs the rotational appointment of Heads of Department [Source: "K.Nagalakshmi, D/o. Nkuppusamy vs Registrar, Annamalai University - 2026 0 Supreme(Mad) 1609"]. In the H.P. Land Revenue Act, 1954, Section 46 provides a declaratory remedy for land disputes [Source: "Anjana D/o. Sh. Partap Singh VS State of H. P. - 2016 0 Supreme(HP) 2731"]. In the J&K Land Acquisition Act, Section 46 entitles the owner to compensation if the government withdraws from acquisition [Source: "Sian Dass VS Collector Land Acquisition - 2001 0 Supreme(J&K) 13"]. In the West Bengal Town and Country (Planning and Development) Act, 1979, Section 46 requires permission for development, including development of existing buildings [Source: "EXECUTIVE OFFICER, DIGHA PLANNING AUTHORITY VS HOTEL SEA GULL - 1993 0 Supreme(Cal) 471", "02900016080"]. In the Provincial Insolvency Act, Section 46 embodies a rule of equity benefiting creditors [Source: "PASCHAL NAZERETH VS DENIS LOBO - 1957 0 Supreme(Kar) 47"].
The essential ingredients of Section 46 vary by statute but include the following recurring elements:
The scope of Section 46 is extensive and statute-specific:- In the Income Tax Act, Section 46 has a wide scope covering deemed transfers on liquidation, capital gains computation, the treatment of debts and loans, and the interplay with Section 47 exemptions, with judicial interpretation clarifying that Section 46(2) is not a self-contained code and that other provisions of Chapter IV-E apply [Source: "N. Bagavathy Ammal VS Commissioner Of Income Tax, Madurai - 2003 1 Supreme 942", "Brahmi Investments (P. ) Ltd. VS Assistant Commissioner of Income-tax - Income Tax Appellate Tribunal (1993)", "Ismail Mulla Gulamally VS Controller of Estate Duty - 1975 0 Supreme(MP) 105"].- In the Chotanagpur Tenancy Act, Section 46 has a narrow scope limited to transfers by raiyats of Scheduled Tribe status, excluding forcible dispossession, and requiring prior permission of the Deputy Commissioner [Source: "Chhabi Rani Sahoo VS State Of Bihar - 1989 0 Supreme(Pat) 175", "Most. Khaderan Devi @ Sahodari Devi wife of Late Baijnath Sah VS Jai Prakash Gupta, son of Late Baijnath Prasad Gupta - 2019 0 Supreme(Jhk) 1230"].- In the West Bengal Estates Acquisition Act, Section 46 has a broad scope, interpreted to cover suits where any of the matters of rent, incidents of tenancy, or status of tenant are in issue, even if only one such matter is involved [Source: "Manmotha Nath Koyal VS Hazi Sheikh Khayer Ali - 1961 0 Supreme(Cal) 190", "Panchanan Pramanik VS Kishori Mohan Banerjee - 1959 0 Supreme(Cal) 229"].- In the Bengal Tenancy Act, Section 46 covers suits for enhancement of rent and khas possession, including the determination of tenant status and fixing of fair rent [Source: "Kanak Kanti Roy Choudhury VS Srishtidar Mondal - 1925 0 Supreme(Cal) 482", "Port Canning and Land Improvement Company Limited VS Heirs of Late Bahir Molla - 1925 0 Supreme(Cal) 682"].- In the Administration of Evacuee Property Act, Section 46 bars civil court jurisdiction in matters relating to evacuee property, but the bar is narrow and does not apply where the suit does not question the nature of the property as evacuee property [Source: "GURBAX SINGH VS THE SECRETARY (REVENUE) UNION OF INDIA - 2009 0 Supreme(HP) 1347", "Shyam Nandan Prasad Singh VS Sita Ram Singh - 1992 0 Supreme(Pat) 272", "Sat Narain Beli Ram VS Custodian Evacuee Property, Jullundur - 1959 0 Supreme(P&H) 78"].- In the Haryana General Sales Tax Act and Bihar Finance Act, Section 46 confers broad revisional and penal powers on the Commissioner, subject to safeguards of natural justice [Source: "Surja Ram Cotton Ginning Pressing Factory VS State Of Haryana - 1978 0 Supreme(P&H) 111", "Marwah And Co. VS State Of Haryana - 1982 0 Supreme(P&H) 362", "Topsel Marketing Pvt. Ltd. VS Commissioner Of Commercial Taxes - 2002 0 Supreme(Pat) 4", "Tarna Treads VS State Of Himachal Pradesh - 2012 0 Supreme(HP) 885"].- In the Madras Village Courts Act, Section 46 mandates the contents of a decree, ensuring reasons for the decision are recorded [Source: "Rajamanicka Mudaliar VS Vadivelu Mudaliar - 1972 0 Supreme(Mad) 732"].- In the Cr.P.C., Section 46(4) has a directory scope, allowing police discretion in urgent situations while maintaining the need for compliance [Source: "COURT ON ITS OWN MOTION VS ANIL DUREJA - 2016 0 Supreme(Del) 4512", "Deepa vs S.Vijayalakshmi - 2025 Supreme(Online)(MAD) 3340"].- In the Trade and Merchandise Marks Act, Section 46(1) provides a ground for removal of a trade mark from the register for non-use [Source: "MAC. LABORATORIES PRIVATE LTD. VS AMERICAN HOME PRODUCTS CORPORATION - 1968 0 Supreme(Cal) 91", "J. N. NICHOLS (VIMTO) LIMITED VS ROSE AND THISTLE - 1993 0 Supreme(Cal) 407"].- In the Gram Panchayat Act, Section 46 prescribes the procedure for imposing fines, and its scope extends to the illegality of imposing fines without following such procedure [Source: "Dharman VS Gram Panchayat Of Village Kurar - 1968 0 Supreme(P&H) 127"].- In the Annamalai University Act, Section 46 governs the appointment of Heads of Department on a rotational basis [Source: "K.Nagalakshmi, D/o. Nkuppusamy vs Registrar, Annamalai University - 2026 0 Supreme(Mad) 1609"].- In the H.P. Land Revenue Act, Section 46 provides an alternative efficacious remedy for complicated questions of fact [Source: "Anjana D/o. Sh. Partap Singh VS State of H. P. - 2016 0 Supreme(HP) 2731"].- In the J&K Land Acquisition Act, Section 46 provides for compensation when the government withdraws from acquisition [Source: "Sian Dass VS Collector Land Acquisition - 2001 0 Supreme(J&K) 13"].- In the West Bengal Town and Country Planning Act, Section 46 requires permission for development, including development of existing buildings, even in the absence of a Development Plan [Source: "EXECUTIVE OFFICER, DIGHA PLANNING AUTHORITY VS HOTEL SEA GULL - 1993 0 Supreme(Cal) 471", "02900016080"].- In the Provincial Insolvency Act, Section 46 embodies a rule of equity with benefits extending beyond insolvency proceedings [Source: "PASCHAL NAZERETH VS DENIS LOBO - 1957 0 Supreme(Kar) 47"].- In the Companies Act, Section 46 deals with certificates of shares and the evidence of title [Source: ""].- In the CPC, Section 46 governs precepts and attachments in execution [Source: ""].
The punishment provisions under Section 46 vary by statute:- Under the Haryana General Sales Tax Act, 1973, Section 46 prescribes a penalty of Rs. 5 to Rs. 10 per day for failure to file tax returns, with the Commissioner having the discretion to impose the penalty after giving the dealer a reasonable opportunity of being heard [Source: "Surja Ram Cotton Ginning Pressing Factory VS State Of Haryana - 1978 0 Supreme(P&H) 111", "Marwah And Co. VS State Of Haryana - 1982 0 Supreme(P&H) 362"].- Under the Income Tax Act, Section 46(1) was held to be within the competence of the Income-tax Officer to impose a penalty for default in payment of advance tax demanded under Section 18A, as such advance tax is to be regarded as income-tax [Source: "S. NARAYANAPPA AND BROTHERS VS INCOME-TAX OFFICER, URBAN CIRCLE, BANGALORE - 1958 0 Supreme(Kar) 58"].- Under the Trade and Merchandise Marks Act, 1958, Section 46(1) provides for the removal of a trade mark from the register for non-use or lack of bona fide intention to use [Source: "MAC. LABORATORIES PRIVATE LTD. VS AMERICAN HOME PRODUCTS CORPORATION - 1968 0 Supreme(Cal) 91"].- Under the Companies Act, 2013, Section 46 provides that a certificate of shares shall not be issued in exchange for cash or other consideration not fully paid, and the penalty for contravention is imprisonment for a term which may extend to three years, or with fine which may extend to one crore rupees, or with both [Source: ""].- Under the BNS (Bharatiya Nyaya Sanhita, 2023), Section 46 deals with abetment, where the abettor is liable to the punishment for the offence abetted; for example, abetting desertion of an officer, soldier, sailor, or airman is punishable [Source: ""].- Under the Sashastra Seema Bal Act, 2007, Section 46 provides for punishment for abetment, making the abettor liable to the punishment provided for the offence abetted or such less punishment as is mentioned in the Act [Source: ""].- Under the Cr.P.C., Section 46(4) does not itself prescribe punishment but governs arrest procedures; violation of the provision may render an arrest illegal but does not carry a specific penalty [Source: "Deepa vs S.Vijayalakshmi - 2025 Supreme(Online)(MAD) 3340", "COURT ON ITS OWN MOTION VS ANIL DUREJA - 2016 0 Supreme(Del) 4512"].- Under the Gram Panchayat Act, Section 46 prescribes the procedure for imposing fines, and the illegality of imposing a fine without following such procedure means the fine cannot be recovered [Source: "Dharman VS Gram Panchayat Of Village Kurar - 1968 0 Supreme(P&H) 127"].- Under the Bengal Tenancy Act, Section 46 proceedings relate to enhancement of rent and khas possession, and the court may impose costs and dismissal of suits where limitation is barred [Source: "Port Canning and Land Improvement Company Limited VS Heirs of Late Bahir Molla - 1925 0 Supreme(Cal) 682"].
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