General.
XXVI. Registered Office of company.—The Company shall have a registered Office to which all
communications and notices may be addressed; if any Company registered under this Act carries on
business without having such an Office, it shall incur a penalty not exceeding Fifty Rupees for every
day during which business is so carried on.
XXVII. Notice of situation of registered Office.—Notice of the situation of such registered
Office, and of any change therein, shall be given to the Registrar of Joint-Stock Companies, and
recorded by him: until such notice is given, the Company shall not be deemed to have complied with
the provisions of this Act with respect to having a registered Office.
XXVIII. Publication of name by a limited Company.—Every limited Company registered
under this Act shall paint or affix, and shall keep painted or affixed, its name on the outside of every
Office or place in which the business of the Company is carried on, in a conspicuous position, in
letters easily legible in the English language and also in the language required to be used in judicial
proceedings in the Courts of the East India Company in the District in which the registered Office is
situate, and shall have its name engraven in legible characters in such languages on its seal, and shall
have its name mentioned in legible characters in such languages in all notices, advertisements, and
other official publications of such Company, and in all Bills of Exchange, Hoondees, Promissory
Notes, Endorsements, Cheques, and orders for money or goods, purporting to be signed by or on
behalf of such Company, and in all Bills of parcels, invoices, receipts, and letters of credit of the
Company.
XXIX. Penalties on non-publication of name.—If any limited Company registered
under this Act does not paint or affix, and keep painted or affixed, its name in manner
aforesaid, it shall be liable to a penalty not exceeding Fifty Rupees for not so painting or affixing its
name and for every day during which such name is not so kept painted or affixed; and if any Officer
of such Company, or any person on its behalf, uses any seal purporting to be a seal of the Company
where on its name is not so engraven as aforesaid, or issues or authorizes the issue of any notice,
advertisement, or other official publication of such Company, or signs or authorizes to be signed on
behalf of such Company any Bill of Exchange, Hoondee, Promissory Note, Endorsement, Cheque, or
order for money or goods, or issues or authorizes to be issued any Bill of parcels, invoice, receipt, or
letter of credit of the Company, wherein its name is not mentioned in manner aforesaid, he shall be
liable to a penalty of Five hundred Rupees, and shall further be personally liable to the holder of any
such Bill of Exchange, Hoondee, Promissory Note, Cheque, or order for money or goods, for the
amount thereof, unless the same is duly paid by the Company.
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XXX. General Meeting of Company.—A general meeting of the Company shall be held once
at the least in every year.
XXXI. What accounts to be kept.—The Directors shall cause true accounts to be kept—
Of the Stock-in-Trade of the Company;
Of the sums of money received and expended by the Company, and the matter in respect of
which such receipt and expenditure takes place; and
Of the credits and liabilities of the Company.
XXXII. Balance-sheet to be made out annually and filed with the Registrar.—A balancesheet shall be made out and filed with the Registrar of Joint-Stock Companies within twelve months
after the incorporation of the Company, and once at least in every year afterwards within twelve
months from the filing of the balance-sheet immediately preceding. Such balance-sheet shall
contain a summary of the property and liabilities of the Company arranged under the heads
appearing in the form annexed to Table B in the Schedule hereto, or as near thereto as
circumstances admit.
XXXIII. Balance-sheet to be signed and certified by the Directors.—The balance-sheet shall
be signed by the Directors or any three or more of them, who shall certify at the foot thereof that
the same, to the best of their belief, contains a true account of the capital and liabilities and of the
property and assets of the Company.
XXXIV. No dividend payable except out of profits.—No dividend shall be payable except
out of the profits arising from the business of the Company including interest on capital.
XXXV. Audit.—The accounts of the Company shall be examined, and the correctness of the
balance-sheet ascertained, by one or more Auditor or Auditors who shall certify, at the foot or such
balance-sheet, that the same, to the best of their belief, contains a true account of the capital and
liabilities and of the property and assets of the Company, or make such special report thereon as
they think necessary.
XXXVI. Inspection of balance-sheet and of report of Auditors thereon.—A copy of every
balance-sheet and of the report thereon by the Auditors shall be kept at the registered Office of the
Company, and shall be open to inspection in the same manner as the Register of shareholders kept
at such Office.
XXXVII. Appointment of Auditors.—Unless other provisions shall be contained in the
regulations of the Company for the appointment of Auditors, the Auditors shall be appointed at the
first general meeting of the Company in every year, and, in the case of any casual vacancy
occurring in such office, at an extraordinary general meeting called for the purpose of supplying the
same. No Directors or other Officer shall be eligible as an Auditors.
XXXVIII. Power of Company to alter regulations by special resolution.—Any Company
registered under this Act may in general meeting, from time to time, by such special resolution as is
hereinafter mentioned, alter and make new provisions in lieu of or in addition to any regulations of the
Company contained in the Articles of Association or the Table marked B in the Schedule.
XXXIX. Definition of special resolution.—A resolution shall be deemed to be a special
resolution of the Company whenever the same has been passed by three-fourths in number and value
of such shareholders of the Company, for the time being entitled to vote, as may be present in
person or by proxy (in cases where, by the regulations of the Company, proxies are allowed) at
any meeting of which notice specifying the intention to propose such resolution has been duly
given, and such resolution has been confirmed by Majority of such shareholders, for the time
being entitled to vote, as maybe present in person or by proxy at a subsequent meeting of which
notice specifying the intention to propose such confirmation has been duly given, and held at an
interval of not less than one month, nor more than three months, from the date of the meeting at
which such special resolution was first passed; unless a poll is demanded by at least five
shareholders, a declaration of the Chairman of any such meeting as is mentioned in this Section,
that a special resolution has been carried or confirmed, shall be deemed conclusive evidence of
the fact, without proof of the number or proportion of the votes recorded in favor of or against the
same; notice of any meeting shall, for the purposes of this Section, be deemed to be duly given,
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and the meeting to be duly held, whenever such notice is given and meeting held in manner
prescribed by the regulations of the Company.
XL. Registry of special resolution.—A copy of an special resolution that is passed by any
Company registered under this Act shall be forwarded to the Registrar of Joint-Stock Companies, and
recorded by him; if such copy is not so forwarded within fifteen days from the date of the passing of
the resolution, the Company shall incur a penalty not exceeding Twenty Rupees for every day after
the expiration of such fifteen days during which such copy is omitted to be forwarded.
XLI. Copies of special resolutions.—A copy of any special resolution shall be given to any
shareholder on payment of one Rupee or of such less sum as the Company may direct.
XLII. Notice to Registrar of increase of capital.—The Company, if authorized so to do by its
regulations, may increase its nominal capital in manner directed by such regulations; but notice of any
increase so made shall be given to the Registrar of Joint-Stock Companies within fifteen days from
the date of the passing of the resolution by which such increase has been authorized, and the Registrar
shall forthwith record the amount of such increase; if such notice is not given within the period
aforesaid, the Company shall incur a penalty not exceeding Fifty Rupees for every day during which
such neglect to give notice continues.
XLIII. Prohibition against carrying on business with less than seven shareholders.—If any
Company registered under this Act carries on business when the number of its shareholders is less
than seven, for a period of six months after the number has been so reduced, then every Director of
such Company during the time that it so carries on business after such period of six months, shall be
severally liable for the payment of the whole debts of the Company contracted during such time, and
may be sued for the same without the joinder in the action or suit of any other person.
XLIV. Evidence of proceedings at Meetings.—The Company shall cause Minutes of all
resolutions and proceedings of general meeting of the Company to be duly entered in books to be
from time to time provided for the purpose, and any such Minute as aforesaid, if signed by any person
purporting to be the Chairman of such meeting, shall be receivable in evidence in all legal
proceedings; and, until the contrary is proved, every general meeting, in respect of the proceedings of
which Minutes have been so made, shall be deemed to have been duly held and convened.
Legal Instruments of Company.
XLV. Contracts how made.—Contracts on behalf of any Company registered under this
Act may be made as follows; (that is to say)
(1.) Any contract which, if made between private persons, would be by law required to be
in writing, and if made according to English law to be under seal, may be made on behalf of the
Company in writing under the common seal of the Company; and such contract may be in the
same manner varied or discharged.
(2.) Any contract which, if made between private persons, would be by law required to be
in writing and signed by the parties to be charged therewith, may be made on behalf of the
Company in writing signed by any person acting under the express or implied authority of the
Company; and such contract may in the same manner be varied or discharged.
(3.) Any contract which, if made between private persons, would by law be valid although
made verbally only and not reduced into writing, may be made verbally on behalf of the
Company by any person acting under the express or implied authority of the Company; and
such contract may in the same way be varied or discharged.
And all contracts made according to the provisions herein contained shall be effectual in
law, and shall be binding upon the Company and their successors, and all other parties thereto,
their heirs, Executors, Administrators, or representatives, as the case may be.
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Deeds.
XLVI. Execution of deeds.—Any Company registered under this Act may, by instrument or
writing under their common seal, empower any person either generally or in respect of any specified
matters, as their attorney, to execute deeds on their behalf in any place; and every deed signed by such
attorney, on behalf of the Company, and under his seal, shall be binding on the Company to the same
extent as if it were under the common seal of the Company.
XLVII. Promissory Notes, Bills of Exchange, and Hoondees.—A Promissory Note, Bill of
Exchange, or Hoondee shall be deemed to have been made, accepted, or endorsed on behalf of any
Company registered under this Act, if made, accepted, or endorsed in the name of the Company by
any person acting under the express or implied authority of the Company.
Examination of Affairs of Company.
XLVIII. Examination of affairs of Company by Inspectors appointed by the local
Government.—Upon the application of one-fifth in number and value of the shareholders of any
Company registered under this Act, the local Government may appoint one or more competent
Inspectors to examine into the affairs of the Company, and to report thereon in such manner as the
local Government directs.
XLIX. Power of Inspectors.—It shall be the duty of all Officers and Agents of the Company to
produce, for the examination of the Inspectors, all books and documents in their custody or power:
any Inspector may examine the Officers and Agents of the Company in relation to its business, and
may, if he thinks fit, administer an oath or affirmation to such person; if any Officer or Agent refuses
to produce any such book or document, or to answer any question relating to the affairs of the
Company, he shall incur a penalty not exceeding Fifty Rupees in respect of each offence.
L. Result of examination how dealt with.—Upon the conclusion of the examination, the
Inspectors shall report their opinion to the local Government; a copy shall be forwarded to the
registered Office of the Company and shall be open to the inspection of any shareholder who shall be
at liberty to take a copy thereof; and a further copy shall, at the request of the shareholders upon
whose application the inspection was made, be delivered to them or to any one or more of them: all
expenses of and incidental to any such examination as aforesaid shall be defrayed by the shareholders
upon whose application the Inspectors were appointed.
LI. Power of Company to appoint Inspectors.—Any Company registered under this Act may in
general meeting appoint Inspectors for the purpose of examining into the affairs of the Company; the
Inspectors so appointed shall have the same powers and perform the same duties as Inspectors
appointed by the local Government, with this exception, that, instead of making their report to the
local Government, they shall make the same in such manner and to such persons as the Company in
general meeting directs; and the Officers and Agents of the Company shall incur the same penalties,
in case of any refusal to produce any book or document to such Inspectors, or to answer any question,
as they would have incurred if such Inspectors had been appointed by the local Government.
LII. Report of Inspectors to be evidence.—A copy of the report of any Inspectors appointed
under this Act, authenticated by the seal of the Company into whose affairs they have made
inspection, shall without further proof be admissible as evidence of the report in any legal proceeding.
Notices.
LIII. Services of notices on Company.—Any summons or notice requiring to be served upon the
Company may, except in cases where a particular mode of service is directed, be served by leaving
the same, or sending it through the post by a registered letter addressed to the Company at their
registered Office, or by giving it to any Director, Secretary or other principal Officer of the Company;
and any notice to the Registrar of Joint-Stock Companies may be served by sending it to him through
the post by a registered letter, or by delivering it to him, or by leaving it for him at his Office.
LIV. Rules as to notices by letter.—Notices by letter shall be posted in such time as to admit of
the letter being delivered in the due course of delivery within the period (if any) prescribed for the
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giving of such notice; and in proving such service it shall be sufficient to prove that such notice was
properly directed, and that it was put into the Post Office at such time as aforesaid.
LV. Authentication of notices of Company.—Any summons, notice, writ, or proceeding
requiring authentication by the Company may be signed by any Director, Secretary, or other
authorized Officer of the Company, and need not be under the common seal of the Company; and the
same may be in writing or in print, or partly in writing and partly in print.
LVI. Adjudication of offences and recovery of penalties.—All offences under this Act, made
punishable by any penalty, may be prosecuted summarily before a Magistrate or any person
exercising the powers of a Magistrate. The provision of Act XIII of 1856, relating to the adjudication
of fines and penalties and the enforcing payment thereof, shall apply to penalties imposed under this
Act in the Towns of Calcutta, Madras, and Bombay, and the Settlement of Prince of Wales’ Island,
Singapore, and Malacca.
Alteration of Forms.
LVII. Governor General of India in Council may alter Forms in Schedule.—The Governor
General of India in Council may from time to time make such alterations in the Forms and Tables
contained in the Schedule hereto as may be deemed requisite: any Form or Table, when altered, shall
be punished in the Calcutta Gazette, and, after the expiration of one month from the date of such
publication, shall have the same force as if it were included in the Schedule to this Act.