THE COMPANIES BILL, 1997

PART VI

MANAGEMENT AND ADMINISTRATION

CHAPTER I : SECTIONS 124-129


GENERAL PROVISIONS

Registered office and name

124 Registered office of the company.-

(1) A company shall, as from the day on which it begins to carry on business, or as from the thirtieth day after the date of its incorporation, whichever is earlier, have a registered office to which all communications and notices may be addressed.

(2) Notice of the situation of the registered office, and of every change therein, shall be given within thirty days after the date of the incorporation of the company or after the date of the change, as the case may be, to the Registrar, who shall record the same:

Provided that except on the authority of a special resolution passed by the company, the registered office of the company shall not be removed outside the limits of any city, town or any village where such office is situated.

(3) The inclusion in the annual return of a company of a statement as to the address of its registered office shall not be taken to satisfy the obligation imposed by sub-section (2).

(4) If default is made in complying with the requirements of this section, the company, and every officer of the company who is in default, shall be punishable with fine which may extend to five hundred rupees for every day during which the default continues.


125. Publication of name by company.-

(1) Every company -

(a) shall paint or affix its name and the address of its registered office, and keep the same painted or affixed, on the outside of every office or place in which its business is carried on, in a conspicuous position, in letters easily legible; and if the characters employed thereof are not those of the language or of one of the languages in general use in that locality, also in the characters of that language or of one of those languages;

(b) shall have its name engraven in legible characters on its seal; and

(c) shall have its name and address of its registered office mentioned in legible characters in all its business letters, in all its bill heads and letter paper, and in all its notices and other official publications and also have its name so mentioned in all bills of exchange, hundies, promissory notes, endorsements, cheques and orders for money or goods purporting to be signed by or on behalf of the company, and in all bills of parcels, invoices, receipts and letters of credit of the company.

(2) If a company does not paint or affix its name and the address of its registered office or keep the same painted or affixed in the manner directed by clause (a) of sub-section (1), the company, and every officer of the company who is in default, shall be punishable with fine which may extend to five hundred rupees for not so painting or affixing its name and the address of its registered office, and for every day during which its name and the address of the registered office, is not so kept painted or affixed.

(3) If a company fails to comply with clause (b) or clause (c) of sub-section (1), the company shall be punishable with fine which may extend to five thousand rupees.

(4) If an officer of a company or any person on its behalf -

(a) uses, or authorises the use of, any seal purporting to be a seal of the company whereon its name is not engraven in the manner aforesaid;

(b) issues or authorises the issue of, any business letter, bill head, letter paper, notice or other official publication of the company wherein its name and the address of its registered office are not mentioned in the manner aforesaid;

(c) signs or authorises to be signed, on behalf of the company, any bill of exchange, hundi, promissory note, endorsement, cheque or order of money or goods wherein its name is not mentioned in the manner aforesaid; or

(d) issues, or authorises the issue of, any bill of parcels, invoice, receipt or letter of credit of the company, wherein its name is not mentioned in the manner aforesaid;

such officer or person shall be punishable with fine which may extend to five thousand rupees, and shall further be personally liable to the holder of the bill of exchange, hundi, promissory note, cheque or order for money or goods, for the amount thereof, unless it is duly paid by the company.


126. Publication of authorised as well as subscribed and paid-up capital.-

(1)Where any notice, advertisement or other official publications, or any business letter, bill head or letter paper, of a company contains a statement of the amount of the authorised capital of the company, such notice, advertisement or other official publication, or such letter, bill head or letter paper, shall also contain a statement, in an equally prominent position and in equally conspicuous characters, of the amount of the capital which has been subscribed and the amount paid up.

(2) If default is made in complying with the requirements of sub-section (1), the company, and every officer of the company who is in default, shall be punishable with fine which may extend to ten thousand rupees.


127 Register of members and debenture holders.-

(1) Every company shall keep in one or more books a register of its members and a register of holders of its debentures and, enter therein the following particulars, namely :

(a) the name and address of each member and debenture holder ;

(b) in the case of a company having a share capital the shares held by each member distinguishing each share by its number except where such shares are held with a depository or debenture held by each holder, distinguishing each debenture by its number except where such debentures are held with a depository and the amount paid or agreed to be considered as paid on those shares or debentures;

(c) the date at which each person was entered in the register as a member or debenture holder; and

(d) the date at which any person ceased to be a member or debenture holder :

Provided that where the company has converted any of its shares into stock and given notice of the conversion to the Registrar, the register shall show the amount of stock held by each of the members concerned instead of the shares so converted which were previously held by them.

(2) Every company having more than fifty members or fifty debenture holders shall, unless the register of members or of the debenture holders, as the case may be, is in such a form as in itself to constitute an index, keep an index ( which may be in the form of card index) of the names of members or debenture holders of the company and shall, within fourteen days after the date on which any alteration is made in the register of members or, as the case may be, register of debenture holders, make the necessary alterations in the index.

(3) The index shall, in respect of each member or debenture holder, contain a sufficient indication to enable the entries relating to that member or debenture holder in the register to be readily found.

(4) The index shall, at all times, be kept at the same place as the register of members.

(5) If default is made in complying with sub-sections (2) , (3) or (4), the company and every officer of the company who is in default, shall be punishable with fine which may extend to five thousand rupees.

(6) Sub-sections (1) to (3) shall not apply with respect to debentures which, ex-facie are payable to the bearer thereof.

(7) A company may, after giving not less than seven days previous notice by advertisement in some newspapers circulating in the district in which the registered office of the company is situate, close the register of members or the register of debenture holders for any period or periods not exceeding in the aggregate forty-five days in each year, but not exceeding thirty days at any one time.

(8) If the register of members or of debenture holders is closed without giving notice as provided in sub-section (7) or after giving shorter notice than that so provided for or for a continuous or an aggregate period in excess of the limits specified in that sub-section, the company and every officer of the company who is in default shall be punishable with fine which may extend to five hundred rupees for every day during which the register is so closed.

(9) After the commencement of this Act, a company may, notwithstanding the particulars of its members and holders of its debentures are provided in sub-sections (1), keep a record of the particulars of its members and holders of its debentures as required under the said sections in computer floppies or diskettes, and provide such safeguards as may be prescribed:

Provided that, except the manner of keeping particulars of members and holders of debentures of the company, the other provisions of this Part shall apply to record kept on computer floppies or diskettes in the same manner as they are applicable to register and index of members and holders of debentures of the company.


128 . Register and index of beneficial owners of all debenture holders.-

The Register and index of beneficial owners maintained by a Depository under section 11 of the Depositories Act, 1996 (22 of 1996), shall be deemed to be a register and index of members or debenture holders, as the case may be, for the purposes of this Act.


129. Trust not to be entered on register.-

No notice of any trust, express, implied or constructive, other than mutual trusts and such other trusts, as may be notified, shall be entered on the register of members or of debenture holders.