Companies capable of being registered (Section 565): Any company consisting of 7 or more members.

Such registration shall not be invalid by reason only that it has taken place with a view to the companys is being wound up. The exceptions referred above are: 1. a company registered under Indian Companies Act 1882 or 1913; 2. a limited liability company formed by any Act of India or Act of the UK not being a joint stock company; 3. a limited liability company formed under any of the previous Act as an unlimited company or as a company limited by guarantee; 4. a company that is not registered as a joint stock company as defined in Section 566 under any of the previous Acts. Where an unlimited company is about to register as a limited company, a resolution has to be passed by 75% of the members present (not 75% of the voting) before the company can be registered. Where a company is about to register itself as a company limited by guarantee, the assent to its being so registered shall be accompanied by a resolution declaring that each member undertakes to contribute a specified amount, in case the company goes into liquidation. Requirements for registration of joint-stock companies (Section 567): Documents have to be delivered to the Registrar: (a) a list of names, addresses & occupations of all persons who on a day named in the list (not being more than 6 clear days before the day of registration) along with shares or stock held by them. (b) a copy of any deed or other instrument constituting or regulating the company; & (c) if the company is intended to be registered as limited company, a statement specifying such particulars as: (i) the nominal share capital & the number of shares into which it is divided or stock of which it consists, (ii) the number of shares taken & the amount paid on each share, (iii) the name of the company with the addition of the word Limited or Private Limited as the last word or words; (iv) For company limited by guarantee, a copy of the resolution declaring the amount of the guarantee. The application to the Registrar of Companies should be in Form 37. The list of numbers should be in Form No. 39. Particulars of capital should be in Form No. 40. Requirements for registration of companies not being joint-stock companies (Section 568): Documents to be delivered to the Registrar, namely (i) a list showing the names, addresses & occupation of the directors, & the manager, if any; (ii) a copy of Deed or other instrument constituting or regulating the company; & (iii) For company limited by guarantee, a copy of the resolution declaring the amount of the guarantee. The application for the registration of companies should be in Form No. 38 & the particulars of directors or managers or secretaries etc. in Form No. 42. Authentication of statements of existing companies (Section 569): Those documents need to be verified by at least 2 directors or other principal officers of the company. Power of the Registrar to require evidence as to nature of the company (Section 570): The Registrar has the discretion to call for such evidence as he thinks necessary for the purpose of satisfying himself. The Registrar has the discretion to refuse registration of a company, but he must not exercise this discretion arbitrarily. Against refusal by the Registrar, an application under Article 226 of the Constitution would lie in the High Court. Change of name for purposes of registration (Section 572): It is open to the Registrar of Companies to refuse registration of a company if its name is undesirable. In such a situation, the company may, with the approval of the CG signified in writing, change its name with effect from the date of its registration (under Part IX). However, for changing the name as aforesaid, a special resolution has to be passed at a meeting of the members comprising the same. Addition of Limited or Private Limited to name: However, such a company may obtain a license under Section 25 for the omission of the word Limited or Private Limited.

Certificate of Registration of existing companies (Section 574): On compliance with the requirements, the Registrar shall issue a certificate of incorporation. Vesting of property on registration: Section 576 provides that rights & liabilities of old company shall automatically stand transferred to & vested in or against the new company without being affected in any way. Continuation of pending legal proceedings: Section 577, any suits or legal proceedings pending continue as before even after registration, without amending the pleadings. A decree obtained in any such proceeding shall not be executed against any individual member; it may be realised from the company & in default the company may be wound up. Effect of registration under Part IX (Section 578): All the provisions of this Act shall apply to the company, its members contributories & creditors thereof, in the same manner in all respects as if it has been formed under this Act. Except 1. Table A in Schedule I shall not apply unless & except in so for as it is adopted by special resolution. 2. The provisions relating to numbering of shares shall not apply to company whose shares are not numbered. 3. The company cannot alter its objects if contained in any Act of Parliament or other Law. 4. Every person who would have been liable to pay the companys debt & liabilities & to contribute for adjustment of rights among the members before registration shall also be liable to the same extent in the event of the company being wound up. The legal representative of a deceased contributory will also be liable in respect of liability of contributory. Power to substitute Memorandum & Articles for Deed of Settlement (Section 579): A company may alter the form of its constitution, memorandum or articles for a deed of settlement. 5. Substitute for printed copy of altered MOA required to be filed with the Registrar, the new MOA & AOA; & 6. On the registration of the alteration being certified by the Registrar, old one shall cease to apply to the company. Power of Court to stay or restrain proceedings (Section 580): After the presentation of a petition for winding-up but before the order of winding-up is made, the Court may, on an application made under Section 442, stay any suit or legal proceedings already pending & may restrain any person from filing a suit or taking legal proceedings against the company. The company, a contributory & a creditor may apply for stay of any suit or legal proceedings against the company. A suit or legal proceedings pending against a contributory, who might have been previously personally liable for companys debts, can be stayed only on the application of the creditor Suits stayed on winding-up order (Section 581): No person can file or proceed with any suit or legal proceeding against the company or any contributory of the company except by leave of the court. This provision applies when a winding up order has been made or a provisional liquidator has been appointed & the company is registered under Part IX of the Act. Guarantee Company The liability of the members is limited by amounts of guarantees undertaken by the members. It is a convenient form of organisation for Section 25 Companies. Nothing shall be deemed to prevent from including any matters in its articles so for as they are not inconsistent with Tables C & D adopted by the company. It cannot create a charge on its uncalled capital the amount, which can be called up only in the event of winding up. It may issue redeemable preference shares if authorised by the articles & share warrants to bearer if authorised by the articles but with the previous approval of the CG (Section 114). If the number of members is increased, a notice is given to the Registrar within 30 days after the passing of resolution. A guarantee company, not having share capital need not hold statutory meeting or forward statutory report to members. Keep a register of members and a register and index of debenture holders, a register of directors etc. as well as a register of charges. It must give notice to the Registrar of special resolution passed by the company. In company not having a share capital, an EGM can be convened on the requisition of members not having less than 1/10th of the total voting power of all the members, who have the right to vote at a general meeting. If formed with a share capital, made by such of the requisitionists as represent either a majority in value of the paid-up share capital held by all of them or not less than 1/10th of the paid-up capital carrying the right to vote at the general meeting.

For investigation of the affairs of the guarantee company not having a share capital, the application must be made to the CG by not less than 1/5th of members. In the case of Guarantee Company having a share capital, the application must be made by not less than 200 members or members holding not less than 1/10 th of the total voting power. The restrictions on appointment or advertisement of directors do not apply to a company not having a share capital. Government Companies Any company in which, not less than 51% of the paid-up capital is held by the CG and partly by any SG or Government or partly by the CG and partly by one or more SGs. Audit of Government Companies: Auditor shall be appointed or re-appointed by CG on the advice of C&AG. Also has power to direct the manner in which accounts are to be audited and to issue instructions in regard to any matter relating to the performance of his duties and functions. Also is empowered to conduct a test audit of accounts through any person. The audit report shall be placed before the AGM after submitting a copy to C&AG. Annual Report on Government Companies (Section 619A): The CG (member) shall cause an annual report on the working and affairs of that company to be prepared within 3 months of its AGM. It shall also cause to be laid before both Houses of Parliament together with audit report and comments or supplement made by C&AG. SG (member) shall cause a copy of the annual report to be placed similarly. But the power of the CG is subject to the control of Parliament. A copy of every notification proposed, shall be laid in draft before each House of Parliament, while it is in session, for a total period of 30 days. Government Company not a Public Body or Public Authority: It cannot exercise any authority; it does not become, and cannot be regarded as a public body. It was held in that case that where an employee was placed under a suspension on the basis of a departmental enquiry conducted by the employee of a defendant Corporation, it was not feasible for such an employee to apply for a writ of certiorari against the Corporation, in as much as such a Corporation is not a public authority and proceedings, thus, were only a domestic tribunal of a private body. As such, this could not be challenged under Article 226 of the Constitution of India. Provisions for Removal of Administrative Difficulties Exemption from disclosure of information in certain cases (Section 635AA): The Registrar, any officer of Government or any other person cannot be forced under any circumstances to disclose to any Court or other authority when he got any information which has led the Central Government to direct a special audit under Section 233A or to order an investigation under Sections 235, 237, 247, 248 or 249 or other material matters. It is a provision intended to ensure that the flow of information is not obstructed by the identity of the sources being revealed. Every application must be accompanied by such fee not exceeding ` 500. Central Government can exercise them only if these are required under any Provisions. Unconditional orders cannot be rescinded, since those do not fall within the purview of Section 637A. Power of Central Government to fix a limit with regard to remuneration: Section 637AA the Central Government may fix the remuneration of directors within the limits specified in this Act. Considering (a) financial position, (b) remuneration or commission drawn by the individual concerned in any other capacity, including his capacity as a sole selling agent, (c) remuneration or commission drawn by him from any other company, (d) professional qualifications and experience of the individual concerned, (e) public policy relating to the removal of disparities in income. Companies not entitled to fundamental rights under the Constitution: A company not being a citizen, no petition under Article 32 or 226 of Constitution can be entertained for any infraction of any fundamental right of citizen of India. The doctrine of piercing the veil of the Corporation does not apply to such a case.

Powers of the Central Government Power to alter Schedules: By notification in the Official Gazette, the Central Government may alter any regulation, rules, tables, forms and other provisions contained and any of the Schedules to the Act except Schedules XI and XII. Any alteration in Table A of Schedule I will not however apply to any company registered before the date of such alteration. Furthermore, every alteration aforesaid must be laid before each House of Parliament for a total period of 30 days. General Provisions Contracts by agents where a company is an undisclosed principal: It provides that any such person, when entering into such a contract, must draw up a memorandum of the terms of the contract, at the time of contract is entered into, specifying the names of the persons with whom it has been done. The memorandum must be placed in the record of the company and the copies thereof must be sent to all the directors. Subsequently, the memorandum should be placed before the Board at its next following meeting. In case of default, the contract, at the option of the company, shall be voidable as against the company, and the person who had entered into the contract or every officer of the company in default, as the case may be, would be liable to penalty, which may extend to ` 200/-. However, the Central Government may grant relief under Section 633 to an officer in default, if it appears to it that the person has acted honestly and reasonably and that having regard to all the circumstances of the case, he ought fairly to be excused. Employees Security and Provident Funds: Any money or security deposit made by an employee of a company under the terms of his contract of services, must be kept or deposited by the company within 15 days from the date of deposit in a Post Office Savings Bank Account or in a special account to be opened with the State Bank of India or a Scheduled Bank or, where the company itself is a Scheduled Bank, in a special account to or be opened by it at or with the State Bank of India or any other Scheduled Bank. Any contravention of the provisions of provident fund will render him punishable with imprisonment for a period extending up to six months or with fine extending to ` 1,000 (Section 410). Receivers and Managers: On the appointment of the Receiver, an entry to this effect should appear in every invoice, order for goods or business letter issued by or on behalf of the company or the receiver. In the event of these provisions being contravened, the company and every officer thereof, who is in default, shall be liable to pay a fine of ` 200 Penalty where no specific provision has been made elsewhere in the Act: When a company or any other person transgresses any provision of the Act, and for such transgression no punishment has been provided elsewhere in the Act the company and every officer thereof who is in default, shall be punishable with fine extending up to ` 500 and where the contravention is a continuing one, with a further fine extending up to ` 50 for every day during which it continues. Enforcement of duty of a company to make returns etc. to Registrar: Where a company is required under the Act to file or register any return, account or other document or notice, and the company defaults in doing so for a period of 14 days, then any member or creditor of the company or the Registrar may make an application to the Company Law Board for such compliance. On such an application, the Company Law Board may direct the company and any officer thereof to make good the default within such time as may be specified in the order. Power of the Court trying offences under the Act to direct the filing of documents with Registrar: Any Court compel such compliances by order. If such an order is not complied with, the defaulting officer or employee of the company shall be liable to be punished with imprisonment for a maximum period of 6 months or with fine, or with both (Section 614A). Further, if a director fails to comply with the order to submit a return to the Registrar within the stipulated time, he shall be guilty of contempt of Court and the High Court has power to punish the direct or for contempt of the Court. Enforcement of orders of Company Law Board: Any order made may be enforced by the Board in the same manner as if it were a decree by a Court in a suit pending therein and to send in the case of its inability to execute such order, to the Court within the local limits: (a) in the case of an order against a company the registered office of the company is situated;

or (b) in the case of an order against any other person, the person concerned voluntarily resides or carries on business or personally works for gain. Enforcement of orders of one Court by other Court: Where the order of the Company Court, which is deemed to be decree, is to be executed outside its jurisdiction, a certified copy of the order has to be produced before the other Court.