Section 91. Power to close register of members or debentureholders or other security holders.
1) A company may close the register of members or the register of debentureholders or the register of
other security 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, subject to giving of previous notice of at
least seven days or such lesser period as may be specified by Securities and Exchange Board for
listed companies or the companies which intend to get their securities listed, in such manner as
may be prescribed.
2) If the register of members or of debenture-holders or of other security holders is closed without
giving the notice as provided in sub-section (1), or after giving shorter notice than that so provided,
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 liable to a penalty of five
thousand rupees for every day subject to a maximum of one lakh rupees during which the register is
kept closed.
Section 86. Punishment for contravention.
If any company contravenes any provision of this Chapter, the company shall be punishable
with fine which shall not be less than one lakh rupees but which may extend to ten lakh
rupees and every officer of the company who is in default shall be punishable with
imprisonment for a term which may extend to six months or with fine which shall not be less
than twenty-five thousand rupees but which may extend to one lakh rupees, or with both.
Section 70. Prohibition for buy-back in certain circumstances.
(1) No company shall directly or indirectly purchase its own shares or other specified securities
(a) through any subsidiary company including its own subsidiary companies;
(b) through any investment company or group of investment companies; or
(c) if a default, is made by the company, in the repayment of deposits accepted either before
or after the commencement of this Act, interest payment thereon, redemption of debentures
or preference shares or payment of dividend to any shareholder, or repayment of any term
loan or interest payable thereon to any financial institution or banking company:
Provided that the buy-back is not prohibited, if the default is remedied and a period of three
years has lapsed after such default ceased to subsist.
Section 69. Transfer of certain sums to capital redemption
reserve account.
(1) Where a company purchases its own shares out of free reserves or securities premium
account, a sum equal to the nominal value of the shares so purchased shall be transferred to the capital redemption reserve account and details of such transfer shall be disclosed in the balance sheet.
(2) The capital redemption reserve account may be applied by the company, in paying up
unissued shares of the company to be issued to members of the company as fully paid bonus
shares.
Section 65. Unlimited company to provide for reserve share
capital on conversion into limited company.
An unlimited company having a share capital may, by a resolution for registration as a limited
company under this Act, do either or both of the following things, namely—
a) increase the nominal amount of its share capital by increasing the nominal
amount of each of its shares, subject to the condition that no part of the increased
capital shall be capable of being called up except in the event and for the purposes
of the company being wound up;
b) provide that a specified portion of its uncalled share capital shall not be
capable of being called up except in the event and for the purposes of the company
being wound up.
Sections 57 to 60 of the Companies Act 2013
Section 57
Punishment for personation of shareholder.
If any person deceitfully personates as an owner of any security or interest
in a company, or of any share warrant or coupon issued in pursuance of this
Act, and thereby obtains or attempts to obtain any such security or interest
or any such share warrant or coupon, or receives or attempts to receive any
money due to any such owner, he shall be punishable with imprisonment for a
term which shall not be less than one year but which may extend to three years
and with fine which shall not be less than one lakh rupees but which may extend
to five lakh rupees.
Section 58
Refusal of registration and appeal against refusal.
(1) If a private company limited by shares refuses, whether in pursuance
of any power of the company under its articles or otherwise, to register the
transfer of, or the transmission by operation of law of the right to, any
securities or interest of a member in the company, it shall within a period of
thirty days from the date on which the instrument of transfer, or the intimation
of such transmission, as the case may be, was delivered to the company, send
notice of the refusal to the transferor and the transferee or to the
person giving intimation of such transmission, as the case may be, giving reasons
for such refusal.
(2) Without prejudice to sub-section (1), the securities or other interest
of any member in a public company shall be freely transferable:
Provided that any contract or arrangement between two or more
persons in respect of transfer of securities shall be enforceable as a contract.
(3) The transferee may appeal to the Tribunal against the refusal within a
period of thirty days from the date of receipt of the notice or in case no
notice has been sent by the company, within a period of sixty days from the
date on which the instrument of transfer or the intimation of transmission, as the
case may be, was delivered to the company.
(4) If a public company without sufficient cause refuses to register the
transfer of securities within a period of thirty days from the date on which the
instrument of transfer or the intimation of transmission, as the case may be, is
delivered to the company, the transferee may, within a period of sixty days
of such refusal or where no intimation has been received from the company
within ninety days of the delivery of the instrument of transfer or intimation
of transmission, appeal to the Tribunal.
(5) The Tribunal, while dealing with an appeal made under sub-section (3)
or subsection (4), may, after hearing the parties, either dismiss the appeal, or by
order—
(a) direct that the transfer or transmission shall be registered by the company
and the company shall comply with such order within a period of ten days of the
receipt of the order; or
( b) direct rectification of the register and also direct the company to pay
damages, if any, sustained by any party aggrieved.
(6) If a person contravenes the order of the Tribunal under this section,
he shall be punishable with imprisonment for a term which shall not be less
than one year but which may extend to three years and with fine which shall not
be less than one lakh rupees but which may extend to five lakh rupees.
Section 59
Rectification of register of members.
1) If the name of any person is, without sufficient cause, entered in the register
of members of a company, or after having been entered in the
register, is, without sufficient cause, omitted therefrom, or if a default is made,
or unnecessary delay takes place in entering in the register, the fact of any
person having become or ceased to be a member, the person aggrieved, or any
member of the company, or the company may appeal in such form as may be
prescribed, to the Tribunal, or to a competent court outside India, specified by
the Central Government by notification, in respect of foreign members or
debenture holders residing outside India, for rectification of the register.
2) The Tribunal may, after hearing the parties to the appeal under sub-section (1)
by order, either dismiss the appeal or direct that the transfer or transmission
shall be registered by the company within a period of ten days of the
receipt of the order or direct rectification of the records of the depository or
the register and in the latter case, direct the company to pay damages, if
any, sustained by the party aggrieved.
3) The provisions of this section shall not restrict the right of a holder
of securities, to transfer such securities and any person acquiring such
securities shall be entitled to voting rights unless the voting rights have been
suspended by an order of the Tribunal.
4) Where the transfer of securities is in contravention of any of the provisions
of the Securities Contracts (Regulation) Act, 1956, the Securities and Exchange
Board of India Act, 1992 or this Act or any other law for the time being in
force, the Tribunal may, on an application made by the depository, company,
depository participant, the holder of the securities or the Securities and
Exchange Board, direct any company or a depository to set right the
contravention and rectify its register or records concerned.
5) If any default is made in complying with the order of the Tribunal under this
section, the company shall be punishable with fine which shall not be less
than one lakh rupees but which may extend to five lakh rupees and every
officer of the company who is in default shall be punishable with imprisonment
for a term which may extend to one year or with fine which shall not be less
than one lakh rupees but which may extend to three lakh rupees, or with both.
Section 60
Publication of authorised, subscribed and paid-up capital.
1) Where any notice, advertisement or other official publication, or any business
letter, billhead 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, billhead 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 any default is made in complying with the requirements of sub-section (1),
the company shall be liable to pay a penalty of ten thousand rupees and every
officer of the company who is in default shall be liable to pay a penalty of
five thousand rupees, for each default.
Sections 49 to 51 of the Companies Act 2013
Section 49.
Calls on shares of same class to be made on uniform basis.
Where any calls for further share capital are made on the shares of a class,
such calls shall be made on a uniform basis on all shares falling under that
class.
Explanation.—For the purposes of this section, shares of the same nominal
value on which different amounts have been paid-up shall not be deemed to
fall under the same class.
Section 50.
Company to accept unpaid share capital, although not called up.
(1) A company may, if so authorised by its articles, accept from any member,
the whole or a part of the amount remaining unpaid on any shares held by
him, even if no part of that amount has been called up.
(2) A member of the company limited by shares shall not be entitled to any
voting rights in respect of the amount paid by him under sub-section (1)
until that amount has been called up.
Section 51.
Payment of dividend in proportion to amount paidup
A company may, if so authorised by its articles, pay dividends in proportion to
the amount paid-up on each share.
Sections 44 and 45 of Companies Act 2013
Section 44.
Nature of shares or debentures.
The shares or debentures or other interest of any member in a
company shall be movable property transferable in the manner provided by
the articles of the company.
Section 45.
Numbering of shares.
Every share in a company having a share capital shall be distinguished by its
distinctive number:
Provided that nothing in this section shall apply to a share held by a person
whose name is entered as holder of beneficial interest in such share in the
records of a depository.
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