No notice of any trust, express, implied or constructive, shall be entered on the register of members or of debenture-holders1[***]
153A - 2*Appointment of public trustee
3*[(1)] The Central Government may, by notification in the Official Gazette, appoint a person as public trustee to discharge the functions and to exercise the rights and powers conferred on him by or under this Act.]
4*[(2) The provision of this section shall not apply on and after the commencement of the Companies (Amendment) Act, 2000.]
153B -5* Declaration as to shares and debentures held in trust
(1) Notwithstanding anything contained in section 153, where any shares in, or debenture, of, a company are held in trust by any person (hereinafter referred to as the trustee), the trustee shall, within such time and in such form as may be prescribed, make a declaration to the public trustee.
(2) A copy of the declaration made under sub-section (1) shall be sent by the trustee to the company concerned, within twenty-one days, after the declaration has been sent to the public trustee.
(3) (a) If a trustee fails to make a declaration as required by this section, he shall be punishable with fine which may extend to five thousand rupees and in the case of a continuing failure, with a further fine which may extend to one hundred rupees for every day during which the failure continues.
(b) If a trustee makes in a declaration aforesaid any statement which is false and which he knows or believes to be false or does not believe to be true, he shall be punishable with imprisonment for a term which may extend to two years and also with fine.
(4) The provisions of this section and section 187B shall not apply in relation to a trust-
(a) Where the trust is not created by instrument in writing; or
(b) Even if the trust is created by instrument in writing,6*[where the value of the shares in, or debentures of, a company held in trust]-
(i) Does not exceed one lakh of rupees, or
(ii) Exceeds one lakh of rupees but does not exceed either five lakhs of rupees or twenty-five per cent of the paid-up share capital of the company,7*[whichever is less, or]
8*[(c) Where the trust is created to set up a Mutual Fund or Venture Capital Fund or such other fund as may be approved by the Securities and Exchange Board of India established under sub-section (1) of section 3 of the Securities and Exchange Board of India Act, 1992 (15 of 1992).]
9*[Explanation.-The expression "the value of the shares in, or debentures of, a company" in clause (b) means,-
(i) In the case of shares or debentures acquired by way of allotment or transfer for consideration, the cost of acquisition thereof, and
(ii) In any other case, the paid-up value of the shares or debentures.]
10*[(5) The provisions of this section shall not apply on and after the commencement of the Companies (Amendment) Act, 2000.]
(1) 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 fifty-five days in each year, but not exceeding thirty days at any one time.
(2) If the register of members or of debenture-holders is closed without giving the notice 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 punishable with fine which may extend to1*[five thousand rupees] for every day during which the register is so closed.
[Rep. by the Companies (Amendment) Act, 1988 (31 of 1988) section 21.]
[Rep. by the Companies (Amendment) Act, 1988 (31 of 1988) section 21.]
(1) A company which has a share capital or which has issued debentures may, if so authorised by its articles, keep in any State or country outside India a branch register of members or debenture-holders resident in that State or country (in this Act called a "foreign register").
(2) The company shall, within1*[thirty days] from the date of the opening of any foreign register, file with the registrar notice of the situation of the office where such register is kept; and in the event of any change in the situation of such office or of its discontinuance, shall, within1*[thirty days] from the date of such change or discontinuance, as the case may be, file notice with the Registrar of such change or discontinuance.
(3) If default is made in complying with the requirements of sub-section (2), the company, and every officer of the company who is in default, shall be punishable with fine which may extend to2*[five hundred rupees] for every day during which the default continues.
(1) A foreign register shall be deemed to be part of the company's register (in this section called the "principal register") of members or of debenture-holders, as the case may be.
(2) A foreign register shall be kept, shall be open to inspection and may be closed, and extracts may be taken therefrom and copies thereof may be required, in the same manner, mutatis mutandis, as is applicable to the principal register under this Act, except that the advertisement before closing the register shall be inserted in some newspapers circulating in the district wherein the foreign register is kept.
(3) (a) The Central Government may, by notification in the Official Gazette, direct that the provisions of clause (b) shall apply, or cease to apply, to foreign registers kept in any State or country outside India.
(b) If a foreign register is kept by a company in any State or country to which a direction under clause (a) applies for the time being, the decision of any competent court in that State or country in regard to the rectification of the register shall have the same force and effect as if it were the decision of a competent court in India.
(4) The company shall -
(a) Transmit to its registered office in India a copy of every entry in any foreign register as soon as may be after the entry is made; and
(b) Keep at such office a duplicate of every foreign register duly entered up from time to time.
(5) Every such duplicate shall, for all the purposes of this Act, be deemed to be part of the principal register.
(6) Subject to the provisions of this section with respect to duplicate registers, the shares or debentures registered in any foreign register shall be distinguished from the shares or debentures registered in the principal register and in every other foreign register; and no transaction with respect to any shares or debentures registered in a foreign register shall, during the continuance of that registration, be registered in any other register.
(7) The company may discontinue the keeping of any foreign register; and thereupon all entries in that register shall be transferred to some other foreign register kept by the company in the same part of the world or to the principal register.
(8) Subject to the provisions of this Act, a company may, by its articles, make such regulations as it thinks fit in regard to its foreign registers.
(9) If default is made in complying with sub-section (4), the company, and every officer of the company who is in default, shall be punishable with fine which may extend to1*[five hundred rupees].
(1) Every company having a share capital shall within 1*[sixty] days from the day on which each of the annual general meetings referred to in section 166 is held, prepare and file with the Registrar a return containing the particulars specified in Part I of Schedule V, as they stood on that day, regarding-
(a) Its registered office,
(b) The register of its members,
(c) The register of its debenture-holders,
(d) Its shares and debentures,
(e) Its indebtedness,
(f) Its members and debenture-holders, past and present, and
(g) Its directors, managing directors, 2 [***] 3*[managers and secretaries], past and present:-
4*[Provided that 5*[any of the five] immediately preceding returns has given as at the date of the annual general meeting with reference to which it was submitted, the full particulars required as to past and present members and the shares held and transferred by them, the return in question may contain only such of the particulars as relate to persons ceasing to be or becoming members since that date and to shares transferred since that date or to changes as compared with that date in the number of shares held by a member. Explanation.-Any reference in this section or in section 160 or 161 or in any other section or in Schedule V to the day on which an annual general meeting is held or to the date of the annual general meeting shall, where the annual general meeting for any year has not been held, be construed as a reference to the latest day on or before which that meeting should have been held in accordance with the provisions of this Act.]
(2) The said return shall be in the Form set out in Part II of Schedule V or as near thereto as circumstances admit4 [and where the return is filed even though the annual general meeting has not been held on or before the latest day by which it should have been held in accordance with the provisions of this Act, the company shall file with the return a statement specifying the reasons for not holding the annual general meeting]:- Provided that where the company has converted any of its shares into stock and given notice of the conversion to the Registrar, the list referred to in paragraph 5 of Part I of Schedule V shall state the amount of stock held by each of the members concerned instead of the shares so converted previously held by him.
(1) Every company not having a share capital shall, within1*[sixty] days from the day on which each of the annual general meetings referred to in section 166 is held, prepare and file with the Registrar a return stating the following particulars as they stood on that day:-
(a) The address of the registered office of the company;
2*[(aa) The names of members and the respective dates on which they became members and the names of persons who ceased to be members since the date of the annual general meeting of the immediately preceding year, and the dates on which they so ceased;]
(b) All such particulars with respect to the persons who, at the date of the return, where the directors of the company3[***]4*[its manager and its secretary] as are set out in section 303.
(2) There shall be annexed to the return a statement containing particulars of the total amount of the indebtedness of the company as on the day aforesaid in respect of all charges which are or were required to be registered with the Registrar under this Act or under any previous companies law, or which would have been required to be registered under this Act if they had been created after the commencement of this Act.
(1) The copy of the annual return filed with the Registrar under section 159 or 160, as the case may be, shall be signed both by a director and by the 1 [***]manager or secretary of the company, or where there is no 1 [***] manager or secretary, by two directors of the company, one of whom shall be the managing director where there is one:-
2*[Provided that where the annual return is filed by a company whose shares are listed on a recognised stock exchange, the copy of such annual return shall also be signed by a secretary in whole-time practice.]
(2) There shall also be filed with the Registrar along with the return a certificate signed by 3*[the signatories] of the return, stating-
(a) That the return states the facts as they stood on the day of the annual general meeting aforesaid, correctly and completely;
5*[(aa) That since the date of the last annual return the transfer of all shares and debentures and the issue of all further certificates of shares and debentures have been appropriately recorded in the books maintained for the purpose; and]
(b) In the case of a private company also,-
(i) That the company has not, since the date of the annual general meeting with reference to which the last return was submitted, or in the case of a first return, since the date of the incorporation of the company, issued any invitation to the public to subscribe for any shares or debentures of the company, and
(ii) That, where the annual return discloses the fact that the number of members of the company exceeds fifty, the excess consists wholly of persons who under sub-clause (b) of clause (iii) of sub-section (1) of section 3 are not to be included in reckoning the number of fifty.
(1) If a company fails to comply with any of the provisions contained in sections 159, 160 or 161, the company, and every officer of the company who is in default, shall be punishable with fine which may, extend to1*[five hundred rupees] for every day during which the default continues.
(2) For the purposes of this section and sections 159, 160, and 161, the expressions "officer" and "director" shall include any person in accordance with whose directions or instructions the Board of directors of the company is accustomed to act.
(1) The register of members commencing from the date of the registration of the company, the index of members, the register and index of debenture-holders, and copies of all annual returns prepared under sections 159 and 160, together with the copies of certificates and documents required to be annexed thereto under sections 160 and 161, shall be kept at the registered office of the company:
1*[Provided that such registers, indexes, returns and copies of certificates and documents or any or more of them may, instead of being kept at the registered office of the company, be kept of any other place within the city, town or village in which the registered office is situate, if-
(i)Such other place has been approved for this purpose by a special resolution passed by the company in general meeting, 2* [and]
(iii) The Registrar has been given in advance a copy of the proposed special resolution.]
1*[(1A) Notwithstanding anything contained in sub-section (1), the Central Government may make rules for the preservation and for the disposal, whether by destruction or otherwise, of the registers, indexes, returns, and copies of certificates and other documents referred to in sub-section (1).]
(2) The registers, indexes, returns, and copies of certificates and other documents referred to in sub-section (1) shall, except when the register of members or debenture-holders is closed under the provisions of this Act, be open during business hours (subject to such reasonable restrictions, as the company may impose, so that not less than two hours in each day are allowed for inspection) to the inspection-
(a) Of any member or debenture-holder, without fee; and
(b) Of any other person, on payment of 4*[such sum as may be prescribed] for each inspection.
(3) Any such member, debenture-holder or other person may-
(a) Make extracts from any register, index or copy referred to in sub-section (1) without fee or additional fee, as the case may be; or
(b) Require a copy of any such register, index or copy or of any part thereof, on payment of 5 [such sum as may be prescribed] for every one hundred words or fractional part thereof required to be copied.
(4) The company shall cause any copy required by any person under clause (b) of sub-section (3) to be sent to that person within a period of ten days, exclusive of non-working days, commencing on the day next after the day on which the requirement is received by the company.
(5) If any inspection, or the making of any extract required under this section, is refused, or if any copy required under this section is not sent within the period specified in sub-section (4), the company, and every officer of the company who is in default, shall be punishable, in respect of each offence, with fine which may extend to 6*[five hundred rupees] for every day during which the refusal or default continues.
(6) The 7*[Central Government] may also, by order, compel an immediate inspection of the document, or direct that the extract required shall forthwith be allowed to be taken by the person requiring it, or that the copy required shall forthwith be sent to the person requiring it, as the case may be.
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