Seven or morepersons, associated for any lawful purpose, may, by subscribing their names to a Memorandum ofAssociation, and otherwise complying with the requisitions of this Act in respect of registration, formthemselves into an incorporated Company, with or without limited liability.

Banking or Insurance Company not to be formed with limited liability.Provided thatnothing in this Act shall authorise any persons to form themselves into a Joint-Stock Company orAssociation, with limited liability, for the purpose of Banking or Insurance.

Not more than twenty persons shallafter the first day of January 1858 carry on in partnership, in any part of the territories in thepossession and under the Government of the East India Company, any trade or business having gainfor its object, unless they are registered as a Company under this Act, or are authorised so to carry onbusiness by an Act of Parliament, or by Royal Charter or Letters Patent, or by an Act of the GovernorGeneral of India in Council ; and if any persons carry on business in partnership contrary to thisprovision, every person so acting shall be severally liable for the payment of the whole debts of thepartnership, and may be sued for the same without tale joinder in the action or suit of any othermembers of the partnership.

The Memorandumof Association shall contain the following things: (that is to say)

(1) The name of the proposed Company;

(2) The part of the said territories in which the registered Office of the Company is to beestablished;

(3) The objects for which the proposed Company is to be established;

(4) The liability of the shareholders, whether it is to be limited or unlimited;

(5) The amount of the nominal Capital of the proposed Company;

(6) The number of shares into which such Capital is to be divided, and the amount of each share.

In the case of a Company formed with limited liability, and hereinafter called a limited Company,the word "limited" shall be the last word in the name of the Company.

No Company shall beregistered under a name identical with that by which a subsisting Company is already registered, ordeceive; and if any Company, through inadvertence or otherwise, is registered by a name identicalwith that by which a subsisting Company is registered, or so nearly resembling the same as to be calculated to deceive, such first-mentioned Company may, with the sanction of the Registrar, andshall, if required by him so to do, change its name, and upon such change being made, the Registrarshall enter the new name on the Register in the place on the former name ; but no such alteration ofname shall affect any rights or obligations of the Company or of any member thereof, or renderdefective any legal proceedings instituted or to be instituted by or against the Company; and any legalproceedings may be continued or commenced against the Company by its new name, that might havebeen continued or commenced against the Company by its former name.

The Memorandum of Association shall be in theform marked A in the Schedule hereto, or as near thereto, as circumstances admit; and it shall, whenregistered, bind the Company and the shareholders therein to the same extent as if each shareholdershad subscribed his name and affixed his seal thereto or otherwise duly executed the same, and therewere in such Articles Memorandum contained, on the part of himself, his heirs, executors,administrators, or representatives, a covenant to conform to all the regulations of such Articles,subject to the provisions of this Act.

Every subscriber ofthe Memorandum of Association shall take one share at the least in the Company; the number ofshares taken by each subscriber shall be set opposite his name in such Memorandum of Association;and upon the incorporation of the Company, he shall be entered in the Register of shareholdershereinafter mentioned as a shareholders to the extent of the shares he has taken.

The Memorandum ofAssociation may be accompanied by, or have annexed thereto, or endorsed thereon, Articles ofAssociation signed by the subscribers to the Memorandum of Association, and prescribing regulationsfor the Company ; but if no such regulations are prescribed or so far as the same do not extent tomodify the regulations contained in the Table marked B in the Schedule hereto, such last-mentionedregulations shall, so far as the same are applicable, be deemed to be the regulations of the Company,and shall bind the Company and the shareholders therein to the same extent as if they had beeninserted in Articles of association, and such articles had been registered.

The Articles of Association shall be in theform marked C in the Schedule hereto, or as near thereto as circumstances admit; they shall, whenregistered, bind the Company and the shareholders therein to the same extent as if each shareholderhad subscribed his name an affixed his seal thereto or otherwise duly executed the same, and therewere in such Articles contained, on the part of himself, his heirs, executors, administrators, orrepresentatives, a covenant to conform to all the regulations of such Articles, subject to the provisionsof this Act.

Any person signing a printed copy ofthe Memorandum of association, or Articles of Association, shall be deemed to have signed suchMemorandum and Articles respectively.

Attestation of execution.The execution by any person of the Memorandum of Association orArticles of Association shall be attested by one witness at the least.

TheMemorandum of Association and Articles of Association shall be delivered to the Registrar of JointStock Companies, who shall retain and register the same; there shall be paid to the Registrar of JointStock Companies, in respect of the several matters mentioned in the Table marked D in the Schedulehereto, the several fees therein specified, or such smaller fees as the Governor General of India inCouncil may from time to time direct; and all fees so paid shall be accounted for to Government.

Upon any such Memorandum of Association, either with or withoutArticles of Association as aforesaid, being registered, the Registrar shall certify under his hand that theCompany is incorporated, and, in the case of a limited Company, that the Company is limited; thesubscribes of the Memorandum of Association, together with such other persons as may from time totime become shareholders in the Company, shall thereupon be a body corporate by the nameprescribed in the Memorandum of Association, having a perpetual succession and a common seal, with power to hold land, but with such pecuniary liability on the part of the shareholders as is hereinaftermentioned: the certificate of incorporation given by the Registrar shall be conclusive evidence that allthe requisitions of this Act in respect of registration have been complied with; and the date of suchcertificate shall be deemed to be the date of the incorporation of the Company.

If the Directors of any such companyshall declare and pay any dividend contrary to the provisions of this Act or when the Company isknown by them to be insolvent, or any dividend the payment of which would, to their knowledge,render it insolvent, they shall be jointly and severally liable for all the debts of the Company thenexisting, and for all that shall be thereafter contracted, so long as they shall respectively continue inoffice;

Proviso.provided always that the amount for which they shall all be so liable shall not exceedthe amount of such dividend, and that, if any of the Directors shall be absent at the time of making thedividend or dividends so declared or paid, or if present and objecting thereto shall file their objection inwriting with the Clerk or the Company, and shall forthwith publish notice of such objection in theOfficial Gazette or in some newspaper circulating in the place in which the registered Office of theCompany is situate, they shall be exempted from the said liability.

As soon as a certificate of incorporation has been grantedby the Registrar of Joint-Stock Companies, the Company may issue certificates of shares to thesubscribers to the Memorandum of Association, and to all other persons to whom shares may beallotted, of such number and amount as may be prescribed by the Memorandum of Association, butnot of any greater number or amount; the shares so issued shall be personal estate, and shall not be ofthe nature of real estate, and each share shall be distinguished by its appropriate number.

Every Company registered under this Act, hereinafter referredRegister of shareholders to as "the Company," shall cause to be kept in one B or more books aRegister of shareholders, and there shall be entered therein the following particulars:--

(1) The names, addresses, and occupations, if any, of the shareholders in the Company, andthe shares held by each of them, distinguishing each share by its number;

(2) The amount paid on the shares of each shareholder;

(3) The date at which the name of any person was entered in the Register as a shareholder;

(4) The date at which any person ceased to be a shareholder in respect of any share.

Once at the least in every year a list shall bemade of all persons who on the fourteenth day succeeding the day on which the ordinary generalmeeting of the Company, if there is more than one ordinary meeting in each year, the first of suchordinary general meetings is held, are holders of shares in the Company; and such list shall state thenames, addresses, and occupations of all the persons therein mentioned, and the number of shares heldby each of them, and shall contain a summary specifying the following particulars:--

(1) The amount of the nominal Capital of the Company, and the number of shares into which it isdivided;

(2) The number of Shares taken from the commencement of the Company up to the date of thesummary;

(3) The amount of calls made on each share;

(4) The total amount of calls that have been received;

(5) The total amount of calls unpaid;

(6) The total amount of shares forfeited;

The above list and summary shall be contained in a separate part of the Register, and shall bein the form marked E in the Schedule hereto, or as near thereto as circumstances admit: such listand summary shall be completed within seven days after such fourteen day as is mentioned in theSection, and a copy thereof, authenticated by the seal of the Company, shall forthwith beforwarded to the Register; and any person may inspect and take copies of the same, subject to theregulations under which a person is here in after declared to be entitled to inspect and take copies ofany documents kept by the Register.

If any Companyregistered under this Act makes default in keeping a Register of shareholders, or in sending acopy of such list and summary as aforesaid to the Registrar in compliance with the foregoing rules,such Company shall incur a penalty not exceeding fifty Rupees for every day during which suchdefault continues.

No notice of any trust, express or implied orconstructive, shall of be entered on the Register or be receivable by the Company; and everyperson who has accepted any share in a Company registered under this Act, and. whose name isentered in the Register of shareholders, and no other person (except a subscriber to theMemorandum of Association in respect of the shares subscribed for by him) shall, for thepurposes of this Act, be deemed to be a shareholder.

The transfer of any share in the Company shall be in the formmarked F in the Schedule hereto, or to the like effect, and shall be executed both by the transferrer andtransferree; the transferrer shall be deemed to remain a holder of such share until the name of thetransferree is entered in the Register-book in respect thereof.

A certificate, under the common seal of the Company,specifying any share or shares held by any shareholder, shall be prima facie evidence of the title ofthe shareholder to the share or shares therein specified.

The amount of calls, for the time being unpaid on any share,shall be deemed to be a debt duo from the holder of such share to the Company.

The Register and annual list ofshareholders commencing from and the incorporation of the Company, shall be kept at the registeredOffice of the Company hereinafter mentioned ; except when the Register is closed as hereinaftermentioned such Register arid annual list shall during business hours, but subject to suchreasonable restrictions as the Company in general meeting may impose, so that not less thantwo hours in each day be appointed for inspection, be opened to the inspection of anyshareholder gratis, and to the inspection of any other person on the payment of one Rupee, orsuch less sum as the Company may prescribe for each inspection; and every such.shareholderor other person may require a copy of such Register and annual list, or of any part thereof, onpayment of two annas for every one hundred words required to be copied; if such inspection orcopy is refused, the Company shall incur for each refusal a penalty not exceeding FiftyRupees, and a further penalty not exceeding Twenty Rupees for every day during which suchrefusal continues.

The Company may, upon giving notice by advertisement insome newspapers circulating in that part of the said territories in which the registered Office of theCompany is situate, close the Register of shareholders for any time or times not exceeding on thewhole twenty-one days in each year: and the period, during which the books are closed, shall not bereckoned as part of the time within which a transfer is to be registered.

If the name ofany person is without sufficient cause entered or omitted to be entered in the Register ofshareholders of any Company, such person, or any shareholder of the Company, may, bypetition to the principal Court of original Civil jurisdiction in the district or place in which theregistered Office of the Company is situate; apply to such Court for an order that the Registermay be rectified ; and the Court may either refuse such application, with or without costs to be paid by the applicant, or it may, if satisfied of the justice of the case, make an order for therectification of the Register, and may direct the Company to pay all the costs of such motion orpetition, and any damages the party aggrieved may have sustained; and if the Company makesdefault or is guilty of unnecessary delay in registering any transfer of shares, they shall beresponsible to any person injured by such default or delay for the amount of damage be may therebyhave sustained.

The Register of shareholders shall be prima facie evidenceof any matters by this Act directed or authorised to be inserted therein.

Copies of the Memorandum of Association and Articles of Association shall beforwarded by the Company to every shareholder, at his request, on pertinent of the sum of one Rupeefor each copy, or such less sum as may he prescribed by the Company.

The Company shall have a registered Office to which allcommunications and notices may be addressed; if any Company registered under this Act carries onbusiness without having such an Office, it shall incur a penalty not exceeding Fifty Rupees for everyday during which business is so carried on.

Notice of the situation of such registeredOffice, and of any change therein, shall be given to the Registrar of Joint-Stock Companies, andrecorded by him: until such notice is given, the Company shall not be deemed to have complied withthe provisions of this Act with respect to having a registered Office.

Every limited Company registeredunder this Act shall paint or affix, and shall keep painted or affixed, its name by on theoutside of every Office or place in which the business of the Company is carried on, in aconspicuous position, in letters easily legible in the English language and also in thelanguage required to used be used in judicial proceedings in the Courts of the East IndiaCompany in the District in which the registered Office is situate, and shall have its nameengraven in legible characters in such languages on its seal, and shall have its name mentionedin legible characters in such languages in all notices, advertisements, and other officialpublications 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 onbehalf of such Company, and in all Bills of parcels, invoices, receipts, and letters of credit of theCompany.

If any limited Company registeredunder this Act does not paint or affix, and keep painted or affixed, its name in marineraforesaid, it shall be liable to a penalty not exceeding Fifty Rupees for not so painting or affixingits name and for every day during which such name is not so -kept painted or affixed; and if anyOfficer of such Company, or any person on its behalf, uses any seal purporting to be a seal of theCompany whereon its name is not so engraven as aforesaid, or issues or authorizes the issue of anynotice-advertisement, or other Official publication of such Company, or signs or authorises to besigned 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 ofparcels, invoice, receipt, or letter of credit of the Company, wherein its name is not mentioned inmanner aforesaid, he shall be liable to a penalty of Five hundred Rupees, and shall further bepersonally 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 theCompany.

A general meeting of the Company shall be held onceat the least in every year.

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 ofwhich such receipt and expenditure takes place; and

Of the credits and liabilities of the Company.

A balancesheet shall be made out and filed with the Registrar of Joint-Stock Companies within twelve monthsafter the incorporation of the Company, and once at least in every year afterwards within twelvemonths rom the filing of the balance-sheet immediately preceding. Such balance-sheet shall containa summary of the property and liabilities of the Company arranged under the heads appearing in theform annexed to Table B in the Schedule hereto, or as near thereto as circumstances admit.

The balance-sheet shallbe signed by the Directors or any there or more of them, who shall certify at the foot there of that thesame, to the best of their belief, contains a true account of the capital and liabilities and of theproperty and assets of the Company.

No dividend shall be payable exceptout of the profits arising from the business of the Company including interest on capital.

The account of the Company shall be examined, and the correctness of thebalance-sheet ascertained, by one or more Auditor or Auditors who shall certify, at the foot or suchbalance-sheet, that the same, to the best of their belief, contains a true account of the capital andliabilities and of the property and assets of the Company, or make such special report thereon asthey think necessary.

A copy of everybalance-sheet and of the report thereon by the Auditors shall be kept at the registered Office of theCompany, and shall be open to inspection in the same manner as the Register of shareholders keptat such Office.

Unless other provisions shall be contained in theregulations of the Company for the appointment of Auditors, the Auditors shall be appointed at thefirst general meeting of the Company in every year and, in the case of any casual vacancy occurring insuch office, at an extraordinary general meeting called for the purpose of supplying the same, NoDirectors or other Officer shall be eligible as an Auditors.

Any Companyregistered under this Act may in general meeting, from time to time, by such special resolution as ishereinafter mentioned, after and make new provisions in lieu of or in addition to any regulations ofthe Company contained in the Articles of Association or the Table marked B in the Schedule.

A resolution shall be deemed to be a specialresolution of the Company whenever the same has been passed by three-fourths in number and valueof such shareholders of the Company, for the time being entitled to vote, as may be present inperson or by proxy (in cases where, by the regulations of the Company, proxies are allowed) atany meeting of which notice specifying the intention to propose such resolution has been dulygiven, and such resolution has been confirmed by Majority of such shareholders, for the timebeing entitled to vote, as may be present in person or by proxy at a subsequent, meeting of whichnotice specifying the intention to propose such confirmation has been duly given, and held at aninterval of not less than one month, nor more than three months from the date of the meeting atwhich such special resolution was first passed ; unless a poll is demanded by at least fiveshareholders, 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 ofthe fact, without proof of the number or proportion of the votes recorded in favor of or against thesame; notice of any meeting shall, for the purposes of this Section, be deemed to be duly given, and the meeting to be duly held, whenever such notice is given and meeting held in mannerprescribed by the regulations of the Company.

A copy of an special resolution hat is passed by anyCompany registered under this Act shall be forwarded to the Registrar of Joint-Stock Companies, andrecorded by him ; if such copy is not so forwarded within fifteen days from the date of the passing ofthe resolution, the Company shall incur a penalty not exceeding Twenty Rupees for every day afterthe expiration of such fifteen days during which such copy is omitted to be forwarded.

A copy of any special resolution shall be given to anyshare holder on payment of one Rupee or of such less sum as the Company may direct.

The Company, if authorised so to do by itsregulations, may increase its nominal capital in manner director by such regulations; but notice of anyincrease so made shall be given to the Registrar of Joint-Stock Companies within fifteen days fromthe date of the passing of the resolutions by which such increase has been authorised, and theRegistrar shall forthwith record the amount of such increase ; if such notice is not given within theperiod aforesaid, the Company shall incur a penalty not exceeding Fifty Rupees for every day duringwhich such neglect to give notice continues.

If anyCompany registered under this Act carries on business when the number of its shareholders is lessthan seven, for a period of six months after the number has been so reduced, then every Director ofsuch Company during the time that it so carries on business after such period of six months, shall beseverally liable for the payment of the whole debts of the Company contracted during such time, andmay be sued for the same without the joinder in the action or suit of any other person.

The Company shall cause Minutes of allresolutions and proceedings of general meeting of the Company to be dulyl entered in books to beform time to time provided for the purpose, and any such Minute as aforesaid, if signed by any personpurporting to be the Chairman of such meeting, shall be receivable in evidence in all legalproceedings; and, until the contrary is proved, every general meeting, in respect of the proceedings ofwhich Minutes have been so made, shall be deemed to have been duly held and convened.

Contract on behalf of any Company registered under this Actmay be made as follows ; (that is to say)

(1) Any contract which, if made between private persons, would be by law required to be inwriting, and if made according to English law to be under seal, may be made on behalf of theCompany in writing under the common seal of the Company; and such contract may be in thesame manner varied or discharged.

(2) Any contract which, if made between private persons, would be by law required to be inwriting and signed by the parties to be charged therewith, may be made on behalf of theCompany in writing signed by any person action under the express or implied authority of theCompany ; and such contract may in the same manner be varied or discharged.

(3) Any contract which, if made between private persons, would be law be valid althoughmade verbally only and not reduced into writing, may be made verbally on behalf of theCompany by any person action under the express or implied authority of the Company; andsuch contract may in the same way be varied or discharged.

And all contracts made according to the provisions herein contained shall be effectual inlaw, 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.

Any Company registered under this Act may, by instrument orwriting under their common seal, empower any person either generally or in respect of any specifiedmatters, as their attorney, to execute deeds on their behalf in any place ; and every deed signed bysuch attorney, on behalf of the Company, and under his seal, shall be binding on the Company to thesame extent as if ti were under the common seal of the Company.

A Promissory Note, Bill ofExchange, or Hoondee shall be deemed to have been made, accepted, or endorsed on behalf of anyCompany registered under this Act, if made, accepted, or endorsed in the name of the Company byany a person action under the express or implied authority of the Company

Upon the application of one-fifth in number and value of the shareholders of anyCompany registered under this Act, the local Government may appoint one or more competentInspectors to examine into the affairs of the Company, and to report thereon in such manner as thelocal Government directs.

It shall be the duty of all Officers and Agents of the Company toproduce, for the examination of the Inspectors, all books and documents in their custody or power ;any Inspectors may examine the Officers and Agents of the Company in relation to its business, andmay, if he thinks, fit, administer an oath or affirmation to such person ; if any Officer or Agent refusesto produce any such book or document, or to answer any question relating to the affairs of theCompany, he shall incur a penalty not exceeding Fifty Rupees in respect of each offence.

Upon the conclusion of the examination, theInspectors shall report their opinion to the local Government ; a copy shall be forwarded to theregistered Officers of the Company and shall be open to the inspection of any shareholder who shallbe at liberty to take a copy thereof ; and a further copy shall, at the request of the shareholders uponwhose application the inspection was made, be delivered to them or to any one or more of them : allexpenses of and incidental to any such examination as aforesaid shall be defrayed by the shareholdersupon whose application the Inspectors were appointed.

Any Company registered under this Act may ingeneral meeting appoint Inspectors for the purpose of examining into the affairs of the Company ; theInspectors so appointed shall have the same powers and perform the same duties as Inspectorsappointed by the local Government, with this exception, that, instead of making their report to thelocal Government, they shall make the same in such manner and to such persons as the Company ingeneral 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.

A copy of the report of any Inspectors appointedunder this Act, authenticated by the seal of the Company into whose affairs they have madeinspection, shall without further proof be admissible as evidence of the report in any legal proceeding

Any summons or notice requiring to be served upon theCompany may, except in cases where a particular mode of service is directed, be served by leavingthe same, or sending it through the post by a registered letter addressed to the Company at theirregistered Office, or by giving it to any Director, Secretary or other principal Officer of the Company; and nay notice to the Registrar of Joint-Stock companies may be served by sending it to him throughthe post by a registered letter, or by delivering it to him, or by leaving it for him at his Office.

Notices by letter shall be posted in such time as to admit ofthe letter being delivered in the due course of deliverly within the period (if any) prescribed for the giving of such notice; and in proving such service it shall be sufficient to prove that such notice wasproperly director, and that it was put into the Post Office at such time as aforesaid.

Any summons notice, writ, or preceding requiringauthentication by the Company may be signed by and Director, Secretary, or other authorized Officeof the Company, and need not be under the common seal of the Company ; and the same may inwriting or in print, or partly in writing and partly in print.

All offence under this Act, madepunishable by any penalty, may be prosecuted summarily before a Magistrate or any personexercising the powers of a Magistrate. The provision of Act XIII of 1856, relating to the adjudicationof fines and penalties and the enforcing payment thereof, shall apply to penalties imposed under thisAct in the Towns of Calcutta, Madras, and Bombay, and the Settlement of Prince of Wales Island,Singapore, and Malacca.

The GovernorGeneral of India in Council may from time to time make such alterations in the Forms and Tablescontained in the Schedule hereto as may be deemed requisite : any Form or Tables, when altered, shallbe punished in the Calcutta Gazette, and, after the expiration of one month from the date of suchpublication, shall have the same force as if it were included in the Schedule to this Act.

The provisions of this act relating to the winding-up ofCompanies shall apply to all Companies registered under this Act, and to all Companies registeredunder Act XLIII of 1850 or duly constituted by law previously to the passing of this Act, from andafter the date at which they have obtained registration under this Act, in manner hereinaftermentioned, but not to any other Companies.

The expression"the Court," shall mean the principal Court having original Civil jurisdiction in the place in which theregistered Office of the Company is situate ; unless in the regulations for the management of theCompany it shall be stipulated that the said Company, if wound-up shall be wound-up by the SupremeCourt of Judicature for the Presidency in which the registered Office of the Company is situate, or, ifthe registered Office is not situate within any Presidency or in the Settlement of Prince of Wales'Island, Singapore, and Malacca, that it shall be wound-up by such Supreme Court as shall bestipulated by such regulations, in either of which cases the word Court shall means the SupremeCourt of Judicature mentioned in such stipulation.

In the event of any Company beingwound-up by the Court or voluntarily, the existing shareholders shall be liable to contribute to theassets of the Company to an amount sufficient to pay the debts and liabilities of the Company, and thecosts, charges, and expenses of winding-up the same , with this qualification, that if the Company islimited, no contribution shall be required from any shareholders exceeding the amount, if any, unpaidon the shares hold by him.

In the event of any Company other than a limited Company being wound-up bythe Court, any person who has ceased to be a shareholders within the period of three years prior to thecommencement of the winding-up shall be liable to contribute, in respect of the shares held by himwithin that period, towards payment of the debts and liabilities of the Company, and the costs,charges, and expenses of winding-up the same, and shall have in all respects the same rights, and besubject to the same liabilities to creditors in respect of such shares, as if he had not so ceased to be a shareholders, with this exception, that he shall not be liable in respect of any debt or liability of theCompany contracted after the time at which he ceased to be a shareholder.

In the event of any limited Company being wound-up by the Court, any person who hasceased to be a holder of any share or share within the period of one year prior to the commencementof the winding-up shall be liable in respect of such share or shares to contribute towards payment ofthe debts and liabilities of the Company, and the costs, charges, payment and expenses of winding-upthe same, and shall have in all respects the same rights and be subject to the same liabilities tocreditors in respect of such share or shares as if he had not so ceased to be a shareholders.

The winding-up shall, if theCompany is wound-up the Court, be deemed to commence at the time of the presentation of suchpetition as is hereinafter required to be presented to the Court; and, if the Company is wound-upvoluntarily, be deemed to commence at the time of the passing of the resolution authorizing suchwinding-up.

Any existing orformer shareholder, upon whom calls are authorized to be made by the Third Part of this Act, ishereinafter called a "contributory"; and the representatives of any deceased contributory shall beliable in a due course of administration to the same extent as such contributory would be liable underthis Act it alive.

For the purpose of ascertaining theliability of existing and former shareholders as between themselves, the following rule shallbe adopted in the absence of any express contract to the contrary; (that is to say)

(1) the Case of a Company otherthan a limited Company, every transferree of shares shall, ina degree proportioned to the shares transferred, indemnify the transferror against all existingand future debts of the Company.

(2) the case of a limited Company, every transferred shall indemnify the transferred againstall calls made or accrued due on the shares transferred subsequently to the transfer.

A Companymay be wound-up by the Court under the following circumstances; (that is to say)

(1) Whenever the Company in general meeting has passed a special resolution requiringthe Company to be wound-up by the Court ;

(2) Whenever the Company does not commence its business within a year from itsincorporation, or suspends its business for the, space of a whole year ;

(3)Whenever the shareholders are reduced in. number to less than seven ;

(4) Whenever the Company is unable to pay its debts ;

(5) Whenever three-fourths of the Capital of the Company have been lost or become unavailable.

A Company shall be deemed tobe unable to pay its debts--

(1) Whenever a creditor, to whom the Company is indebted in a sum exceeding Fivehundred Rupees then due, has served on the Company, by leaving or causing to be left attheir registered Office, a demand under his hand requiring the Company to pay the sum dodue, and the Company have, for the space of three weeks succeeding the service of suchdemand, neglected to pay such sum, or to secure or compound for the same to thesatisfaction of the creditor;

(2) Whenever satisfaction of a judgment, decree, or order of any Court in favor of anycreditor in any suit or other legal Proceeding cannot be obtained.

Any application for thewinding-up of a company shall be by petition accompanied by a declaration signed by thepetitioner stating that he verily believes the same to be true : such petition may, in caseswhere the Company is unable to pay its debts, be presented either by a creditor or acontributory ; but where any other ground is alleged for winding -up the Company, acontributory alone is entitled to present the petition.

Upon the hearing ofany petition presented by a creditor, the Court may dismiss such petition with or withoutcosts to be paid by the petitioner, or it may make an order directing the Company, by aday to be named in the order, to pay or secure payment to the creditor of all mo nies thatmay be proved due to him, together with such costs as the Court may direct ; or the Courtmay, if it so thinks fit, on the hearing of such petition, make an order or decree forwinding-up the Company in the first instance, or such other order as it deems just.

If, at the expirationof the time named in such order, such payment is not made, or security given, the Courtmay thereupon make an order or decree for winding-up the Company.

Upon the hearingof a petition presented by a contributory, the Court may dismiss such petition with orwithout costs to be paid by the petitioner, or it may make an order or decree directing theCompany to be wound-up or such other order or decree as it deems just.

After the date of such orderor decree for winding-up the Company, all suits and actions against the Company shall, ifthe Court so orders, be stayed: no Director or other Officer of the Company shall, withoutthe sanction of the Court, dispose of any of the property, effects, or things in action of theCompany; and no transfer of any shares shall be valid without the sanction of the Cour t: acopy of such order or decree shall forthwith be reported by the Company to the Registrarof Joint-Stock Companies, who shall make a minute thereof in his books relating to theCompany.

As soon as may be after making anorder or decree for winding-up the Company, the Court shall cause the assets of theCompany to be collected, and applied in discharge of its liabilities, in a due course ofadministration.

Any conveyance, mortgage, delivery of goods,payment, or other act relating to property, if made, done, or suffered voluntarily by anyCompany registered under this Act whilst in insolvent circumstance, with a view to giveany undue or fraudulent in insolvent circumstances, with a view to give any undue orfraudulent preference to any creditor of such Company, shall be void if made, done, orsuffered within three months before the commencement of the winding -up of suchCompany.

After an order or decree for winding-up the Company has been made, any personknown or suspected to have in his possession any of the estate or effects of the Company, or supposedto be indebted to the Company, and any person whom the Court may deem capable of givinginformation concerning the trade; dealings, estate, or effects of the Company, may becompelled to give evidence, and to produce any books, papers, deeds, writings, or other docu -ments in his custody or power which may appear to the Court requisite to the full disclosureof any of the matters which the Court thinks necessary to be enquired into for the purpose ofwinding-up the Company, in the same manner as a witness may be compelled to giveevidence and to produce documents in any action or suit depending in such Court.

If any Director, Officer, or Contributory ofany Company. registered under this Act destroys, mutilates, alters, or falsifies any books,papers, writings, or securities, or make Company, or the debts in respect of which the severalclasses of contributories are liable, make Calls on all or any of the contributories, to the extentof their liability, for payment of all or any sums it deems necessary to satisfy the debts andliabilities of the Company and the costs of winding it up ; and it may, in making a call, take intoconsideration the probability that some contributories upon whom the same is made may partlyor wholly fail to pay.their respective portions of the same ; and every such call shall be deemeda debt due to the Company.

If, upon any judgment or decree voluntarily suffered by any Company being insolventto any person with intent to give such person a preference over other creditors of theCompany,any attachment sequestration, or execution is issued against such Company, by virtuewhereof the estate and effects of the Company, or any of them, are attached, sequestrated, ortaken in execution, at any time within three months next before the filing or presentation of thepetition for winding-up the Company, such attachment, sequestration, or taking in executionshall be void in favor of the Liquidators of the Company, as against the attaching, sequestrating,or execution creditor, whether the same has been completely executed or not, except that suchcreditor shall, if the attachment, sequestration, or execution would have been valid but for thisprovision, be entitled to retain, out of any money already realized, his costs of suit, and of theattachment, sequestration, or execution, or to proceed with the attachment, sequestration, orexecution for the purpose of realizing such costs ; but on satisfaction of such costs, or on tenderof the amount thereof by the Liquidators to the creditor, it shall be lawful for the Liquida tors torecover from such creditor the property so attached, sequestrated, and taken in execution, andthe proceeds of such property, or the residue thereof, as the case may be.

All books, accounts, and documentsof the Company, and of the Liquidators hereinafter mentioned, shall, as between thecontributories of the Company, be prima facie evidence of the truth of all matters therein contained,and purporting to be therein recorded.

The Court may, at any time after making an order ordecree for winding-up a Company, and either before or after it has ascertained the sufficiency of theassets of the Company, or the debts in respect of which the several classes of contributories are liable,make calls on all or any of the contributories, to the extent of their liability, for payment of all or anysums it seems necessary to satisfy the debts and liabilities of the Company and the costs of winding itup; any it may, in making a call, take into consideration the probability that some contributors uponwhom the same is made may partly or wholly fail to pay their respective portions of the same; andevery such call shall be deemed to debt due to the Company.

Upon such calls being made, the Official Liquidator or Liquidators.shall proceed immediately to collect the same, and shall monthly or oftener report to the saidCourt the names of defaulters, together with the amounts remaining unpaid of the calls madeupon -them respectively, and thereupon the said Court shall order the payment of such calls .orany of them within such time or times and upon such. notice or demand by advertisements orotherwise as the said Court may think fit ; and in case any contributory, whether subject to theordinary Civil jurisdiction of the Court or not, shall neglect to pay any part of the call within thetime fixed by the Court for the payment thereof, and shall not within, Such time show to theCourt sufficient cause for the non-payment thereof, the said Court may make an order upon suchcontributory for the payment of the amount due upon the call, and such order shall have the forceand effect of a decree or judgment of the Court and may be executed accordingly; and all theprovisions of Acts XXXIII of 1852 and XXXIV of 1855 shall apply to the execution thereof.

The Courtmay at any time make calls upon any former holder of a share who is liable under Section LXI orLXII of this Act in respect of such share as well as upon the existing holder of that share; but any payment made or obtained from any contributory in respect of a share shall operate for the benefit ofevery other contributory in respect of such share.

All monies received under the direction of the Courton account of the sale or conversion of any of the assets of any Company, or in respect of calls madeon any contributories, or of any other matter, with the exception of such balance (if any) as theOfficial Liquidators may, with the sanction of the Court, retain in their hands for the payment ofcurrent expenses, shall be paid into court or deposited in such manner as the Court any direct ; and nomoney standing to such account shall be paid out except upon cheques signed in such manner as theCourt directs.

The Court may, at any time after thepresentation of petition for winding-up the same Company, and either before or after making anorder for winding-up the same, upon e application of any creditor or contributory of such. Company,restrain. further proceedings in any action or suit against the Company, or appoint a receiver of theestate and effects of the Company ; it may also, by notice or advertisement, require all creditors topresent and prove their claims within a certain time, or be precluded from the benefit of anydistribution which may be made before such claim is proved.

The Court may, at any time after an orderhas been made Power of Court to for winding-up a Company, upon the application of anycreditor or contributory of the Company, and upon proof to the satisfaction of the Court that allproceedings in relation to such winding-up ought to be stayed, make an order staying the same,either altogether or for a limited time, on such terms and subject to such conditions as it deems fit.

contributories. As soon as the creditors aresatisfied, the Court shall proceed to themselves, and to distribute any surplus that may remainamongst the parties entitled thereto ; and for the ceed to adjust the rights of the contributories amongstpurposes of such adjustment it may make calls on the contributories to the extent of their liability forpayment of such sums as it deems necessary and it may, in making a call, take into consideration theprobability that some of the contributories upon whom the same is made may partly or wholly fail topay their respective portions of the same. Nothing in this Section shall preclude any formershareholder entitled to indemnity under Section LXV of this Act from enforcing such indemnity bydue course of law.

The Court may make such order as to the priorityand payment out of the estate of the Company of the costs, charges, and expenses incurred inwinding-up any Company as it thinks just.

For the purpose of conducting theproceedings in winding-up a Company, and assisting the Court therein, there shall be appointed aperson or persons to be called an Official Liquidator or Official Liquidators ; and such appointmentshall be made as follows; (that is to say)

The Court having jurisdiction may, after requiring due security, appoint such persons or person,either provisionally or otherwise, as it think fit, to the office of Official Liquidators ; it may from timeto remove any person or persons so appointed, and fill up any vacancy occasioned by such removal orby the death or resignation of any such appointee or appointees; if one person only is appointed, heshall have all the powers hereby given to several Liquidators; if more persons than one are appointed,the Court shall declare whether any act hereby required of or authorized to be done by the OfficialLiquidators may be done by all or any one or more of such persons;

In cases where the winding-up takes place at the suit of a creditor, it shall be lawful for the majorpart in value of the creditors assembled at a meeting to be held for the purpose, and, in cases wherethe winding-up takes place at the suit of a contributory, for the major part in value of thecontributories assembled at a meeting to be held for the purpose, to appoint an Official Liquidator toact concurrently with the Official Liquidator so named by the Court. Every such meeting shall be held at a time and place to be fixed by the Court, and of which meeting such notice shall be given as theCourt may direct.

The Official Liquidators or Liquidatorshall be described by the style of the Official Liquidators or Official Liquidator of the particularCompany in respect of which they or he are or is appointed, and not by their or his individual namesor name ;they or he shall take into their or his custody all the property, effects, and things in action ofthe Company, and shall perform such duties in reference to the winding-up of the Company as may beimposed by the Court.

The Official Liquidators shall have power, with thesanction of the Court, to do the following things : --

To bring or defend any action, suit, or prosecution, or other legal proceeding, Civil or Criminal, inthe name and on behalf of the Company; and in such name to claim, prove, and draw dividends underany bankruptcy, insolvency, or sequestration:

To carry on the business of the Company, so far as may be necessary for the beneficial winding-upof the same:

To sell the property (moveable or immoveable), effects, and things in action of the Company bypublic auction or private contract, with power, if they think fit, to transfer the whole thereof to anyperson or Company, or to sell the same in parcels :

To execute, in the name and on behalf of the Company, all deeds, receipts, and other documentsthey may think necessary ; and for that purpose to use, when necessary, the Companyu2019s seal :

To refer disputes to arbitration, and compromise any debts or claims:

To draw, accept, make, and endorse any Bill of Exchange or Promissory Note, and also to raiseupon the security of the assets of the Company from time to time any requisite sum or sums of money;and the drawing, accepting, making, or endorsing of every such Bill of Exchange or Promissory Noteas aforesaid on behalf of the Company shall have the same effect with respect to the liability of suchCompany as if such Bill or Note had been drawn, accepted, made, or endorsed by such Company inthe course of carrying on the business thereof:

To do and execute all such other things as may be necessary for winding-up the affairs of theCompany and distributing its assets.

There shall be paid to the Official Liquidatorssuch salary or remuneration, by way of percentage or otherwise, as the Court directs.

When the affairs of the Company have been completelywound-up, the Court shall make an order or decree declaring the Company to be dissolved from thedate of such order or decree; and the Company shall be dissolved accordingly.

Any order or decree so madeshall be reported by the Official Liquidators to the Registrar of Joint-Stock Companies, who shallmake a Minute accordingly in his books of the Dissolution of such Company.

A Companymay be wound-up voluntarily, whenever the Company in general meeting has passed a specialresolution to that effect. In such case the Company shall, from the date of the commencement of suchwinding-up, cease to carry on its business, except in so far as may be required for the beneficialwinding-up thereof; but its corporate state and all its corporate power shall, notwithstanding any provision to the contrary in its Articles of Association, continue until the affairs of the Company arewound-up.

Notice of any special resolution to windup a Company voluntarily shall be given as respects Companies registered in any Presidency in theOfficial Gazette of the Presidency, and also in some newspaper (if any) circulating in the place wherethe registered Office of the Company is situate ; and , as respects a Company registered in any otherpart of the said Territories, in some newspaper circulating in that part of the said Territories, and alsoin some newspaper circulating in the part of the said territories in which the registered Office issituate.

The following consequences shall ensue upon thevoluntary winding-up of a Company; --

(1) The Property of the Company shall be applied in satisfaction of its liabilities, and, subjectthereto, shall, unless it be other wise provided by the Articles of Association, be distributedamongst the shareholders in proportion to their share:

(2) Liquidators shall be appointed for the purpose of winding-up the affairs of the Companyand distributing the property :

(3) The Company in general meeting may appoint such person or persons as it thinks fit to be aLiquidator or Liquidators, and may fix the remuneration be paid to them:

(4) If one person only is appointed, all the provisions herein contained in reference to severalLiquidators shall apply to him :

(5) When several Liquidators are appointed, every power hereby given may be exercised byany two of them :

(6) The Liquidators may, at any time after the passing of the resolution for winding-up theCompany, and before they have ascertained the sufficiency of the assets of the Company, or thedebts and liabilities in respect of which the contributories are liable, call on all or any of thecontributories to the extent of their liability to pay all or any sums they deem necessary to satisfythe debts and liabilities of the Company and the costs of winding it up ; and they may, in making acall, take into consideration the probability that some of the contributories upon whom the same ismade may partly or wholly fail to pay their respective portions of the same :

(7) The Liquidators shall have all powers hereinbefore vested in Official Liquidators, and mayexercise the same without the intervention of the Court :

(8) All books, papers, and documents in the hands of the Liquidators shall at all reasonabletimes be open to the inspection of the shareholders :

(9) When the creditors are satisfied, the Liquidators shall proceed to adjust the rights of thecontributories amongst themselves ; and for the purposes of such adjustment they may make callson all the contributories to the extent of their liability for any sums they may deem necessary ; andthey may, in making a call, take into consideration the probability that some of the contributoriesupon whom the same is made may partly or wholly fail to pay their respective portions of thesame :

(10) As soon as the affairs of the Company are fully wound-up, the Liquidators shall make upan account showing the manner in which such winding-up has been conducted, and the property,of the Company disposed of ; and such account, with the vouchers thereof, shall be laid beforesuch person or persons as may be appointed by the Company to inspect the same ; and upon suchinspection being concluded the Liquidators shall proceed to call a general meeting of theshareholders for the purpose of considering such account ; but no such meeting shall be deemed tobe duly held unless two months previous notice, specifying the time, place, and object of suchmeeting, has been published in the manner specified in Section XCIV of this Act :

(11) Such general meeting shall not enter upon any business except the consideration of theaccount ; but the meeting may proceed to the consideration thereof, notwithstanding the quorum required by any regulation of the Company to be present at general meetings is not present thereat; and if, on consideration, the meeting is of opinion that the affairs of the Company have beenfairly wound-up, they shall pass a resolution to that effect, and thereupon the Liquidators shallpublish a notice of such resolution in the manner specified in Section XCIV of this Act, and shallalso make a return to the Registrar of Joint-Stock Companies of such resolution ; and on theexpiration of one month from the date of the registration of such return, the Company shall bedeemed to be dissolved :

(12) If, within one year after the passing of a resolution for winding-up the affairs of theCompany, such affairs are not wound-up, the Liquidators shall immediately thereafter make up anaccount showing the state of the affairs and the progress which has been made in winding-up downto that date, and they shall add thereto a report stating the reason why the winding-up has not beencompleted ; and a general meeting shall be called to consider the same, and so on from year to yearuntil the winding-up of the affairs of the Company is completed.

All costs, charges, and expensesproperly incurred in the voluntary winding-up of a Company, including the remuneration of theLiquidators, shall be payable out of the assets of the Company in priority to all other claims.

The voluntary winding-up a Company shall not prejudicethe right of any creditor of such Company institute proceedings for the purpose of having the samewound-up by the Court.

The registration of Companies shall be conducted as follows : (that is tosay)

(1) The local Government may, after the sanction of the Governor General in Council to thecreation of any such Offices shall have been obtained, from time to time appoint such Registrars,Assistant Registrars, Clerks, and servants as it may think necessary for the registration of Companiesunder this Act, and remove them at pleasure :

(2) The local Government may make such regulations as it thinks fit with respect to the duties tobe performed by any such Registrars, Assistant Registrars, Clerks, and servants as aforesaid :

(3) The local Government may from time to time determine the place or places at which Officesfor the registration of Companies are to be established : Provided always that there shall be at alltimes maintained in each of the three Presidency Towns of Calcutta, Madras, and Bombay at least onesuch Office, and that every Company whose registered Office is within any Presidency shall beregistered in that Presidency :

(4) Every person may inspect the documents kept by the Registrar of Joint-Stock Companies ; andthere shall be paid for such inspection a fee of one Rupee for each inspection a fee of one Rupee foreach inspection ; and any person may require a copy or extract of any document or any part of anydocument, to be certified by the Registrar on payment of two annas for every hundred words of suchcopy or extract ; and such certified copy shall be prima facie evidence of the matters therein containedin all legal proceedings whatever :

(5) There shall be paid to any Registrar, Assistant Registrar, Clerk, or servant that may hereafterbe employed in the registration of Joint-Stock Companies, such salary as the local Government may,with the sanction of the Governor General in Council, direct :

(6) Whenever any act is herein directed to be done to or by the Registrar of Joint-StockCompanies, such act shall, until a Registrar of Joint-Stock Companies shall have been appointed bythe local Government, be done to or by the keeper of the records of the Supreme Court of thePresidency in which the registered Office of the Company is situate, if such registered Office is situatewithin a Presidency ; otherwise by the keeper of the records of the Supreme Court of the Presidencyof Bengal.

Act XLIII of 1850 is hereby repealed, except as to actsdone ro proceedings commenced or liabilities incurred before the passing of this Act. But suchrepeal shall not take effect with respect to any Company registered under the said Act, until suchCompany has obtained registration under this Act as hereinafter mentioned.

Any Company registered under the said Act, and anyother Company duly constituted by law previously to the passing of this Act, and consisting of sevenor more shareholders, may at any time hereafter register itself as a Company under this Act, with orwithout limited liability, subject to this proviso, that no Company established for the purpose ofBanking or Insurance shall be registered under this Act as a limited Company ; and that no Companyshall be registered under this Act unless an assent to its being so registered has been given by threefourths in number and value of such of its shareholders as may have been present, personally, or byproxy in cases where proxies are allowed by the regulations of the Company, at some general meetingsummoned for that purpose.

Previously to the registration underthis Act of any existing Company, there shall be delivered to the Registrar of Joint-Stock Companiesthe following documents ; (that is to say)

(1) In the case of a Company registered under the said Act, if such Company is not intended to beregistered as a limited Company, a list showing the names, addresses, and occupations, of all personswho on the day of registration are holders of shares in the Company, with the addition of the sharesheld by such persons respectively, distinguishing each share by its number :

(2) If such Company is intended to be registered as a limited Company under the provisions of thisAct, the above list shall be accompanied with a statement specifying the following particulars : --

The nominal Capital of the Company, and the number of shares into which it is divided ;

The number of shares taken, and the amount paid on each share ; and

The name of such Company, with the addition of the word "Limited" as the last word thereof :

(3) In the case of any other Company duly constituted by law previously to the passing of this Act,and consisting of seven or more shareholders, if it is not intended to be registered as a limitedCompany, there shall be delivered to the Registrar of Joint-Stock Companies such list of shareholdersas is hereinbefore mentioned, and also a copy of any Law, Royal Charter, Letters Patent, Deed ofSettlement, or other instrument constituting or regulating the Company :

(4) If any such Company as last aforesaid is intended to be registered as a, limited, Company, theabove list and copy shall be accompanied by a statement specifying the following particulars ; (that isto say)

The nominal capital of the Company, and the number- of shares into which it is divided ;

The number of shares taken, and the amount paid on each share ;

and

The name of the Company, with the addition of the word "Limited" as the last word thereof,

The list of shareholders and any otherparticulars relating to the Company, hereby required to be delivered to the Registrar, shall be verified by declaration of the Directors of the Company delivering the same, or any two of them, or of any twoother principal Officers of the Company.

Upon compliance with the foregoingrequisitions, the Registrar of Joint-Stock Companies shall certify under his hand that the Company soapplying for registration is incorporated as a Company under this Act, and, in the case of a limitedCompany, that it is limited ; and thereupon such Company shall be incorporated accordingly ; and allprovisions contained in any Deed of Settlement, Law, Royal Charter, or Letters Patent, or otherinstrument constituting or regulating the Company, shall be deemed to be regulations of the Companywithin the meaning of this Act ; and all the provisions of this Act shall apply to such Company in thesame manner in all respects as if it had been originally incorporated under this Act, subjectnevertheless to the reservations hereinafter contained with respect to the existing rights of creditorsand other persons, and subject to this proviso, that, except in. so far as is hereinafter permitted, noCompany, constituted by any special law, shall have power to alter any of the provisions contained insuch law ; and no Company constituted by Royal Charter or Letters Patent shall have power, by aspecial resolution or otherwise, to alter any of the provisions contained in such Charter or LettersPatent.

Any existing Company may, for the purpose ofobtaining registration with limited liability, change its name by adding thereto the word "Limited," ordo any other act that may be necessary.

The certificate of incorporation givento any existing Company, in pursuance of this Act, shall be conclusive evidence that all therequisitions herein contained in respect of registration under this Act have been complied with ; andthe date of such certificate shall be deemed to be the date on which the Company is incorporatedunder this Act

The registration of any existing Company under this Act shallnot, nor shall any act of the Company subsequent to such registration, prejudice any right whichpreviously to such registration has, or which would, if no such registration had taken place, haveaccrued to any creditor or other person against the Company in its corporate capacity in respect of anyact done or liability incurred previously to such registration, or against any person then being orhaving been a member of such Company ; but every such creditor or other person shall be entitled, inrespect of any such act or liability, to all such remedies against the Company in its corporate capacity,and against every person then being or having been a member of such Company, as he would havebeen entitled to in case such registration had not taken place.