Rule 1. Short title, commencement and interpretation.--
(1)
These rules may be called the Punjab
Non-Trading Companies Rules, 1963.
(2)
They shall come into force at once.
Rule 2. Definitions.--
In these rules, unless the context requires otherwise, -
(a)
"Act" means the Punjab Non-Trading
Companies Act, 1960 (Act No. 25 of 1960).
(b)
"Annexure" means an annexure to
these rules;
(c)
"company" means a company as
defined in section 2 of the Act;
(d)
"principal Act" means the Companies
Act, 1956 (Central Act 1 of 1956);
(e)
"Registrar" means the person
appointed by the State Government under clause (d) of the proviso to
sub-section (1) of section 3 of the Act.
Rule 3. License under section 25 of the principal Act.--
Any association (hereinafter referred to either as
"the association" or as "the proposed company") which is
desirous of being incorporated as a company shall make an application in
writing to the Registrar for a license under section 25 of the principal Act.
Rule 4. Documents which shall accompany the application.--
The application made under rule 3 shall be accompanied by
the following documents, namely :-
(i)
Three printed or type-written copies. of the
Memorandum and Articles of Association of the proposed company;
(ii)
A declaration by an Advocate of the Supreme
Court or of a High Court, or Attorney or a Pleader entitled to appear before a
High Court or a chartered accountant practicing in India that the Memorandum
and Articles of Association have been drawn up in conformity with the
provisions of the principal Act and that all the requirements of that Act and
these rules have been duly complied with in respect of registration and matters
incidental or supplementary thereto;
(iii)
Three copies of a list of the names,
descriptions, addresses, and occupations of the promoters (and where a firm is
a promoter, of each partner in the firm), as well as of the members of the
proposed Board of Directors, together with the names of companies, associations
and other institutions, in which such promoters, partners and members of the
proposed Board of Directors are directors or hold responsible positions, if
any, with descriptions of positions, so held;
(iv)
If the association is one which is already in
existence, three copies of the following documents submitted by the management
thereof to its members, for each of the two complete financial years
immediately preceding the date of the application, or where the association has
functioned only for one such financial year, for such year; -
(a)
the accounts
(b)
the balance sheets; and
(c)
the reports on the working of the
association;
(v)
A statement showing in detail the assets
(with the estimated values thereof) and the liabilities of the association, as
on the date of the application or within seven days of that date;
(vi)
An estimate of the future annual income and
expenditure of the proposed company, specifying the sources of the income and
the objects of the expenditure;
(vii)
A statement giving a brief description of the
work, if any, already done by the Association and of the work proposed to be
done by it after registration in pursuance of section 25 of the principal Act;
(viii)
A statement specifying briefly the grounds on
which the application is made.
Rule 5. Translation of documents.--
If any document specified in rule 4 is not in English, a
translation of that document into English, certified to be correct by any
promoter or proposed director, or in the case of an association which is
already in existence, by a member of its executive or governing body, shall be
furnished to the Registrar together with the document.
Rule 6. Memorandum of Association.--
The Memorandum of Association of the proposed company
shall be in the Form specified in Annexure I or in a form as near thereto as
circumstances admit.
Rule 7. Publication of notices.--
The applicants shall, within a week from the date of
making the application to the Registrar in accordance with rules 3 and 4,
publish in the manner specified below at their own expense, a notice of the
application made to the Registrar and a certified copy of that notice, as
published, shall be sent forthwith to the Registrar.
The said notice -
(a)
shall be in the form specified in Annexure II
or in a form as near thereto as circumstances admit; and
(b)
shall be published at least once in a
newspaper in the regional language of the district in which the registered
office of the proposed company is to be situated, or is situated and
circulating in that district, and at least once in an English Newspaper
circulating in that district.
Rule 8. Issue of license.--
The Registrar shall, after considering the objections, if
any, received by him within the time fixed there fore in the notice aforesaid
and after consulting any authority as he may, in his discretion deem fit;
determine whether the licence should or should not be granted.
Rule 9. Form of license.--
The license shall be in the form specified in Annexure
III or in a form as near thereto as circumstances admit.
Rule 10. Directions by the Registrar.--
The Registrar may direct the company to insert in its
Memorandum or in its Article, or partly in one and partly in the other such,
conditions of the license as may be specified by the Registrar in this behalf.
Rule 11. Certificate of incorporation.--
(1)
The Certificate of Incorporation granted
to a company in pursuance of section 34 of the principal Act shall be in
the form specified in Annexure IV.
(2)
The Registrar shall cause a copy of such
certificate to be entered on the Memorandum of Association of the company, and
where the copy cannot be conveniently so entered, he shall cause a copy to be
attached to the Memorandum of Association, a note regarding such attachment
being made on the Memorandum of Association and signed by the Registrar.
Rule 12. Registrar to examine documents.--
(1)
The Registrar shall examine, or cause to be
examined, every document received in his office which is required or authorized
by or under the Act to be registered, recorded, or filed by or with the
Registrar.
(2)
If any such document is found to be defective
or incomplete in any respect, the Registrar shall direct the company to rectify
the defect or complete the document and no such document shall be registered,
recorded or filed until the defect has been so rectified or the document has
been completed, as the case may Rule 13 be.
Rule 13. Documents not to be registered, recorded etc. unless requisite fee is paid.--
(1)
No document required or authorized by or
under the principal Act to be registered, recorded or filed by or With the
Registrar shall be registered, recorded or taken on file until the fee, if any,
payable in respect thereof under Schedule X of the principal Act and any
additional fee imposed by the Registrar under section 611(2) of the principal
Act are paid.
(2)
Until the fee payable in respect of a
document is paid, the document shall not be regarded as having been sent to or
received by the Registrar for any purpose specified in or under the principal
Act.
Rule 14. Particulars to be endorsed on every document registered, recorded or filed by the Registrar.--
(1)
The following particulars shall be endorsed
on every document registered, recorded or filed by the Registrar :-
(i)
the number assigned to the company in the Register
of Companies maintained by the Registrar in pursuance of rule 16(1);
(ii)
the name of the company;
(iii)
the nature of the document;
(iv)
its serial number; and
(v)
the date on which it is registered, recorded
or filed.
(2)
Every endorsement referred to in sub-rule (1)
shall be signed by the Registrar and shall bear his official seal.
(3)
If the endorsement aforesaid cannot be
conveniently entered on the document itself, it shall be made on a separate
sheet which shall be attached to the document, a note regarding such attachment
being made on the document and signed by the Registrar.
Rule 15. Acknowledging receipt of documents.--
When a document is received by the Registrar for being
registered, recorded or filed, the Registrar shall acknowledge receipt of the
same to the company, in the form specified in Annexure V.
Rule 16. Register of Companies.--
(1)
In the office of the Registrar there shall be
maintained a "Register of Companies" in Form specified in Annexure VI
in which the names of the companies shall be entered in the order in which they
are registered.
(2)
Every company so registered shall be assigned
a number in one consecutive series.
(3)
In the pages allotted to each company in the
Register, a note shall be made of every document or fact relating to the
company which is registered, recorded or filed by or with the Registrar; and
the Registrar shall affix his signature to each such note.
(4)
The Registrar shall also cause an
alphabetical index to be maintained of the companies in the Register.
Rule 17. Authentication of copies and certificates.--
Every certificate or copy granted under the provisions of
the principal Act shall be signed and dated by the Registrar and shall bear his
office seal.
?
Rule 18. Inspection, production and evidence of document.--
(1) ??Any
person who wishes to inspect a document registered, recorded or filed by or
with the Registrar in pursuance of the principal Act, shall apply to him for
the purpose and the application shall be accompanied by the fee specified in
that behalf in clause (a) of sub-section (1) of section 610 of the principal
Act.
(2) ??The
applicant shall be allowed to inspect the documents only in the presence of the
Registrar or of a person authorized by him in this behalf, and only during
office hours.
(3) ??The applicant shall not be permitted to make a
verbatim copy of the document inspected. He may, however, take any note in
respect of the contents of the document inspected. ?
Rule 19. Documents to be kept separately for each company.--
The documents of each company shall be kept together,
distinct and separate from those of other companies.
Rule 20. Preservation of documents.--
(1)
The following documents shall be preserved
permanently by the Registrar :-
(i)
The Register of Companies;
(ii)
The index to the Register of Companies;
(iii)
The Register of mortgages and charges; and
(iv)
The Chronological Index of mortgages and charges.
(2)
All other record shall be preserved for such
time, by such authority, and in such manner as the Government may, from time to
time, by notification in the official Gazette, direct.
Rule 21. Destruction of record.--
The Registrar shall :
(a)
cause to be maintained in his office a
"Register of Records Destroyed" in which shall be entered, in
respect-of each record destroyed in pursuance of the rules made from time to
time under the Destruction of Records Act (Central Act V of 1917), a brief
account of the nature and contents, and the date, if any, of the record; and
(b)
cause to be published from time to time a
list of the records destroyed as aforesaid, giving such particulars, in respect
of each record or set of records, as may be necessary to enable the same
to be identified by the persons concerned therewith.
Rule 22. Payment of fee.--
All fees payable in pursuance of the principal Act or
these rules shall be paid into a Government Treasury under the Head 'XXI -
Miscellaneous Department - Provincial Receipts on account of fee under the
Punjab Non-Trading Companies Act 1960."
Rule 23. Office hours.--
The office of the Registrar shall observe such normal
working hours as may be approved by the State Government and shall be open for
the transaction of business with the public on all days except Sunday and other
public holidays declared as such by the State Government, between the hours
specified below :
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(i)
Winter season
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10.30
aim. and 3.30 p.m.
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(ii)
Summer Season
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8.00
a.m. and 12.00 a.m.
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?ANNEXURE I
(See rule 6)
Memorandum of Association
1.
The name of the company is "
2.
The registered office of the company will be
situated in the State of
3.
The objects for which the company is
established are :-
and the doing of all such other lawful things as are
incidental or conducive to the attainment of the above objects :
Provided that the company shall not support with its
funds, or endeavor to impose on, or procure to be observed by its members or
others, any regulation or restriction which, if an object of the company, would
make it a trade union.
4.
The objects of the company are confined to
the State of Punjab.
5.
(1) The income and property of the company,
when coos ever derived, shall be applied solely for the promotion of its
objects as set forth in this Memorandum.
(2) ???No
portion of the income or property aforesaid shall be paid or transferred,
directly or indirectly, by way of dividend, bonus, or otherwise by way of
profit to persons who, at any time, are, or have been, members of the company
or to any one or more of them or to any person claiming through any one or more
them.
(3) ??No
remuneration or other benefit in money or money's worth shall be given by the
company to any of its members whether officers or servants of the company or
not, except payment of out of pocket expenses, reasonable and proper interest
on money lent, or reasonable and proper rent on premises let to the company.
(4) ??No
member shall be appointed to any office under the company which is remunerated
by salary, fees, or in any other manner not excepted by sub-clause (3).
(5) ???Nothing
in this clause shall prevent the payment by the company in good faith of
reasonable remuneration to any of its officers or servants (not being members)
or to any other person (not being a member) in return for any services actually
rendered to the company.
6.
No alteration shall be made to this
Memorandum of Association or to the Articles of Association of the company
which are for the time being in force, unless the alteration has been
previously submitted to and approved by the Registrar.
7.
The liability of the members is limited,
8.
?(For
companies limited by. guarantee).--
Each member undertakes to contribute to the assets of the
company in the event of its being wound up while he is a member or within one
year afterwards, for payment of the debts or liabilities of the company
contracted before he ceases to be a member and of the costs, charges and
expenses of winding up, and for adjustment of the rights of the contributories
among themselves such amount as may be required not exceeding a sum of Rs.
(For companies limited by shares).--The share capital of
the company shall consist of Rs.__________ divided into ___________ shares of
_____________ rupees each.
True accounts shall be kept of all sums of money received
and expended by the company and the matters in respect of which such receipt
and expenditure take place, and of the property, credits and liabilities of the
company : and subject to any reasonable restrictions as to the time and manner
of inspecting the same that may be imposed in accordance with the regulations
of the company for the time being in force, the accounts shall be open to the
inspection of the members. Once at least in every year, the accounts of the
company shall be examined and the correctness of the Balance Sheet and the
income and expenditure account ascertained by one or more properly qualified
auditor or auditors:
9.
If upon a winding up or dissolution of the
company, there remains, after the satisfaction of all the debts and
liabilities, any property whatsoever, the same shall not be distributed amongst
the members of the company, but shall be given or transferred to such other
company having objects similar to the objects of this company, to be determined
by the members of the company at or before the time of dissolution or in default
thereof, by the Punjab High Court.
10.
We, the several persons whose names,
addresses, descriptions and occupations are, hereunto subscribed are desirous
'of being formed into a company not for profit, in pursuance of this Memorandum
of Association :
Names, addresses, descriptions and occupations of
subscribers.
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1...........
of
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...........*
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2...........
of
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...........*
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3.
........... of
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...........*
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4.
........... of
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...........*
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5.
........... of
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...........*
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6. ...........
of
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...........*
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7.
........... of
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...........*
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Dated the______________ day of______________
Witness to the above signatures, of
*If the association is a company limited by shares, here
enter "number of shares" taken by each subscriber.
ANNEXURE II
[See Rule 7(a)]
Notice
1.???? Notice is hereby given that in pursuance
of section 25 of the Companies Act, 1956, an application has been made to the
Registrar of Non-Trading Companies, Punjab, for a license directing that a body
about to be formed under the name of the ....(here enter the name of the
body) may be registered as a company as defined in section 2 of the Punjab
Non-Trading Companies Act, 1960.
2. ???The principal objects of the company are as
follows :
(1)_____________
(2)________________
3. ????A copy of the draft Memorandum and Article
of Association of the proposed company may be seen at (give the address here).
4. ????Notice is hereby given that any person,
firm, company or corporation objecting to this application may communicate such
objections to the Registrar of Non-Trading Companies, Punjab, within thirty
days from the date of publication of this notice, by a letter addressed to the
Registrar of Non- Trading Companies, Punjab.
Dated
this ______________day of________________ 19
Names of
Applicants.
ANNEXURE II
I
(See Rule 9)
License under Section 25 of the
Companies Act, 1956
Whereas it has been proved to the
satisfaction of the Registrar that the an association is to be registered as a
company under the Punjab Non-Trading Companies, Act 1960, for promoting the objects
of the nature specified in section 25, sub-section (1), clause (a) of the
Companies Act, 1956, and that it intends to apply its profits, if any, or other
income in promoting its objects and to prohibit the payment of any dividend to
its members.
Now, therefore, in exercise of
the powers conferred by section 25 aforesaid, the Registrar hereby grants this
license, directing that the said association be registered as a company as
defined in section 2 of the Punjab Non-Trading Companies Act, 1960, subject to
the following conditions namely :
(1)
that the said company shall in all respects be subject to and
governed by the conditions and provisions contained in its Memorandum of
Association;
(2)
that the income and property of the said company, when ceso ever
derived; shall be applied solely for the promotion of the objects as set forth
in its Memorandum of Association and that no portion thereof shall be paid or
transferred, directly or indirectly by way of dividend, bonus, or otherwise by
way of profit, to persons who at any time are or have been members of the
said company or to any of them or to any person claiming through any one
or more of them;
(3)
that no remuneration or other benefit in money or money's worth
shall be given by the company to any of its members whether officers or
servants of the company or not, except payment of out of pocket expenses,
reasonable and proper interest on money lent, or reasonable and proper rent on
premises let to the company;
(4)
that no member shall be appointed to any office under the Company
which is remunerated by salary, fees or in any other manner not excepted by
clause (3);
(5)
that nothing in this clause shall prevent the payment by the
company in good faith of reasonable and proper remuneration to any of its
officers or servants (not being members) or to any other person (not being a
member), in return for any services actually rendered to the company; and
(6)
that no alterations shall be made to the Memorandum of Association
or to the Articles of Association of the company, which are for the time being
in force, unless the alteration has been previously submitted to and approved
by the Registrar;
(7)
that this licence and the registration of the said company
pursuant hereto shall cease to have any force or effect on violation of any of
the aforesaid conditions or any of the conditions and provisions contained in
its Memorandum of Association and thereupon this licence shall be revoked in
accordance with the provisions of the aforesaid section 25 of the Companies
Act, 1956.
Dated this_________________________
day of________________________ 19 .
Registrar of Non-Trading
Companies,
Punjab.
ANNEXURE IV
[See Rule 11(1)]
Certificate of Incorporation
No.__________________________
of___________________________
I hereby certify that *_________________________________
is this day incorporated under, the Punjab Non-Trading Companies Act, 1960
(Punjab Act 25 of 1960) and that the company is limited by shares/guarantees.
Given under my hand at
_______________this _____________day of____________ One thousand Nine
hundred and ___________
Seal
Registrar of Non-Trading
Companies,
Punjab.
ANNEXURE V
(See Rule 15)
Memorandum Acknowledging Receipt
of Document
Office of
Registrar of Non: Trading Companies, Punjab
The
Registrar of Non-Trading Companies, Punjab, acknowledges the receipt of the
under mentioned documents.
(here
enter brief description of documents)
Station
Dated
Registrar
of Non-Trading Companies,
Punjab.
[See Rule 16(1)]
Register of Non-Trading Companies
1. Name of the Company________________
2. Registered number
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Documents
filed
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No
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Standing
details
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Date
of Registration or filing or recording or entry of minute
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Serial
No
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Name
of document or entry of minute
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Whether
registered or filed or recorded
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Signature
of the Registrar
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1
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2
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3
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4
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5
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6
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7
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1.
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Date
of registration
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2.
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Registered
office
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3.
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Classification
and objects
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4.
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Public
or Private
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5.
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Whether
limited by shares or by guarantee
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6.
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If
the association has a share capital -
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(i)
Registered capital
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(ii)
Division into shares
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(iii)
Amount guaranteed
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7.
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If
the association has a share capital
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(i)
The amount guaranteed
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(ii)
Number of members
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8.
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Date
of general meeting, quoting article
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9.
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Number
of directors fixed quoting articles
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10.
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If
licence granted under section 25 of the Companies Act, 1956 reference to the
orders granting licence
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11.
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Reference
to article permitting issue of share warrants
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12.
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Reference
to article giving power -
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(i)
to increase capital or members; and
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(ii)
to reduce capital.
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?