MINOR PROVISIONS IN CHAPTER II (COMPANIES ACT 2013)

There are some provisions other than what I have already discussed in my recent posts. I will discuss these provisions here.

COPIES OF DOCUMENTS TO MEMBERS (SECTION 17):

Whenever a member ask, company shall send him within seven days of this request a copy of each following documents:

1. The Memorandum,
2. The Articles, and
3. Every Agreement and Every Resolution under Section 117.

There a provision for a payment of prescribed fee. Section 117 deals with agreements and resolutions which are required to be filed by the company with Registrar. We will discuss it in a future post.

In case of a default under this Section, the company and every officer of the company who is in default shall be liable for each default, to a penalty of one thousand rupees for each day during which such default continues or one lakh rupees, whichever is less.

SHARES OF HOLDING COMPANIES (SECTION 19):

No company directly or indirectly shall hold any share in its holding company. No holding company shall allot or transfer its share to any of its subsidiary companies. Any allotment or transfer of shares of a company to its subsidiary companies shall be void.

This section shall not apply:

1. Where subsidiary company hold shares as legal representative of a deceased member of the holding company; or
2. Where subsidiary company holds shares as a trustee; or
3. Where subsidiary company is a share holder even before it became a subsidiary company of the holding company; In this case, subsidiary company cease to have right to vote at a meeting of the holding company for these shares.

In case of subsidiary company holding shares as legal representative or as trustee, it shall have a right to vote.

SERVICE OF DOCUMENTS (SECTION 20):

Service of documents on company:

A document may be served on a company or its officer by sending it to the company or the officer at the registered office of the company by registered post or by speed post or by courier service or by leaving it at its registered office or by means of such electronic or other mode as may be prescribed.

A depository may serve the record of the beneficial ownership on the company by means of electronic or other mode. Here term other mode include any mode prescribed or not, however subject to mutual agreement.

Service of documents on Registrar:

A document may be served on Registered by sending it to him by registered post or by speed post or by courier service or by leaving it at its registered office or by means of such electronic or other mode as may be prescribed.

Service of documents on Member:

A document may be served on a member by sending it to him by registered post or by speed post or by courier service or by leaving it at its registered office or by means of such electronic or other mode as may be prescribed. A member may request for delivery of any document through a particular mode on payment of predetermined fees.

AUTHENTICATION OF DOCUMENTS ETC (SECTION 21):

A Document or proceeding or a contract made by or on behalf of a company may be signed by any key managerial personnel or an officer of the company duly authorised by the company in this behalf.

EXECUTION OF BILL OF EXCHANGE, ETC (SECTION 22):

A bill of exchange, hundi (Indian traditional instrument) or promissory note shall be deemed to have been made, accepted, drawn or endorsed on behalf of a company; if made, accepted, drawn, or endorsed in the name of, or on behalf of or on account of, the company by any person acting under its authority, express or implied.

A company may, by writing under its common seal, authorise any person, either generally or in respect of any specified matters, as its attorney to execute other deeds on its behalf in any place either in or outside India.

A deed signed by such an attorney on behalf of the company and under his seal shall bind the company and have the effect as if it were made under its common seal.

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