Section 1. Definition of Special Resolutiotl

51. Definition of Special Resolutiotl. 52. Provision where 11o regulations as to meetings. `53.` Registry of Special Resolutions, 54. Copics of Special Resolutions. 55. Execution of deeds abtbroad. FIRST SCHEDULE. TABLE A. REGULATIONS FOR MANAGEMENT OF OF A COMPANY ~LIBIITED BY SHARES. Shares. (1.)[If several persons are registered as joint holders of any share, any ] one of snch persons may give effectual receipts for any dividend payable in respect of such share. (2.)[Every member shall, on payment of eight annas or such less surn as ] the Coqpany .in General Meeting may prescribe, be entitled to a oortificate under the common seal of td~e Company, specifying the share or shares held by him, and the amount paid up thereon. (3.)[If such certificate is worn out or lost, it may be renewed, on payment ] of eight annas or such less sum as the Company in General Meeting may -- ~ I .nnr;be ~ U V v. L ~ Calls on Shares. (4.)[The Directors may from time to time make such calls upon the ] members in respect of all monies unpaid on their shares as they think fit, provided that twenty-one days' notice at least is given of each call ; and each member shall be liable to pay tlie amount of calls so made to the persons and at the times and places appointed by the D~ectors. (5.)[A ][call shall bo deemed to have been made at the time when the ] Resolution of the DiTectors authorizing such call was passed. (6.) If the call payable in respect of any share is not paid before or on the day appointed for payn~ei~t thereof, the holder for the time being of sucll shal*e shall be liable to pay interest for the same at the rate of five per cent. per ainnum from the day appointed for the payment thereof to the time of tile actual paym ent.. (7,)[The Directors may, if they think ][fit, ][receive from any member jvill- ] ing to advance the salve all or any part of the monies due upon the sl~ares by him beyond the sums actually called for ; and upon the inoilics so paid in advance, o r so much thereof as froin time to time er?ceeds the amount of thecalls tllcn m~:? ul;oi~ tlic shal-es ill respect of wliicll snch adannce bas `im:` made, tllc Company imy pay intc~cst at such ~,aLc as the nlelxtbcr pnyiil:); fillc;:~ surit iii nclvcxlce a~xrl tlle Directors agree upon. 2i5'~12g>7'~ $f ACT No. X op 1866. l'llan..sferrs `of` Shares. (8.) The instrument of transfer of any share in the Company shall be executed both by the transferor and transferee, and the transferor shall be deemed to remain a holder of such share until the name of the transferee is entered in the Register Book in respect thereof: (9.) Shares in the Company shall be transferred in the following form:- I, A `By` of of in consideration of thc sum of rupees paid to me by C D of D of of paid to me by C D of D of of do hereby transfer to the said C D the share (or shares) numbered standing in 111 y name ' in the books of the Company, to hold unto the said C `I)` his executors, administrators and assigns, subject to the several conditions on which I held the same at the time of the execution hereof; and I, the said C D, do hereby agree to take the said share (or shares) subject to same conditions. `As` -witness our hands, the day of day of (to.) The Company may decline to register any transfer of shares made .by a member who is indebted to them. `(11.)`[The transfer books shall be closed during the fourteen days immedi- ] ately preceding the Ordinary General Meeting in each year. `Transmission of S?zares.` I (12.)[The executors ][01% ][administrators of ][a ][deceased member shall be the ] only persons recognized by the Colnpany as having any title to his share. `(13.)`[Any person becoming oiltitled to ][a ][share ][i11 ][consequence ][of ][the ][death, ] bankruptcy or insolvency of any member, 01- in consequence of the marriago of any female member, may be registered as a member upon such evidencc being produced as may from time to time be required by the Company. (14.) Any person who has become entitled to a share in consequence of the death, banlrruptcy or insolvency of any member, or in couseqcenze of the marriage of any female member, may, instead of being registered himself', elect to have gome person to be ixmed by him registered as a transferee of such share, (15.) The person so becoming entitled shall testify such olectio~l by `ex@..` cubing to his nominee an instrumellt of Lransfer of sucl~ fihasc. (16.) Tho S b `i` : 5. ' i I 1 1 i 1 1 :; `4` Y I i < 2 % . % . (1 6.) The instrument of transfer' &all be presented to the Cbmpany, togethe? with sudh evidelice as the Directbrs may r+uire to prove the 'title of the t&ansferee, and thereupon the Company ~hdll register th'e transfew a s a me&&er. `Fo?feitare` of `Shaves.` (17.) If any member fails to pay any call on the day appointed for payment thereof, the Directors may, at any time thereafter, during such time as the call remains unpaid, serve a notice on him requiring him to pay such call, together with interest and aay expenses that may have accrued by reason of' such non-payment. (18.) The notice shall name a further day on or before which such call and all interest and expenses that have accrued by reason of such non-payment are 66 be paid. It shall also name the place where payment is to be made, the place so named being either the registered Office of the Company or some other place at which calls of the Company are usually rnadc payable. The notice shall also state that in the event of non-payment at or before the time and at the place appointed, the shares in respect of which such call was made will be liable to be forfeited. (19.)[If the requisitions of any such notice as afol~esaid are not complied ] qrit1.1, any share in respect of which such notice has been given inay at any time thereafter before payment of all calls, interest and expenses due in respect thereof has been made, be forfeited by a Resolutioll of the Directors to that effect. (20.) Any share so forfeited shall be deemed to be the propertg of the Company, and may be disposed of in such maillier as the Colnpauy in CGeneral hf eeting thiaks fit. `(21.)`[Any member mhose shares !lave beell forfeited shall notwithstanding ] liable to pay to the Company all calls omring upon such fillares at the time of the forfeiture. (22.)[n ][sclczr! ][declaration in ~~rriting, ] rllade before SL h'ragistmtc, that the call in respect of a sliai*e was made and notice illereof gil-e~i, and that defzuit il; of the call nras made, and tbni the forfeit~ll-e of tho sllarc was inado 1~g `a` fiesolnt,ion of t,lic Directors t o that efi'eot, shall bc siifi:ciait euidence of tilo fiIcts iharein st,~tcd, as against all persoils cutitled to such slrare: and such decla- i It k3 b il e `1:` - B 2 k 5. k C E- P `I` f 6 i 4 ACT No. X `OF` 1866. . 'I ration and the receipt of the Company for the price of such share shall constitute a gmd title to such share, and a certificate of propdetorship shall be delivesd 60 a purchaser, and theredpon he shill be deemed the <holder of such share d$- charged from all calls due prior to such purohase, and he shall not be bound ,bo see to the application of the purchase-money, nor shall his title to such share be affected by any irregularity in the proceedings in reference to such sale. Conversion OX Shares into Stock. (23.)[The Directors may, with the sanction of the Company previously ] given in General Neeting, convert any paid-up shares into stock. (24.)[When any shares have been converted into stock, the several holders ] of such stock inay thenceforth transfer their respective interests therein or any part of such interests, in tho same manner and subject to the same regulations as and subject to which any shares in the capital of the Company may be transferred, or as near thereto as circumstances aarnit. (25.)[The several holders of stock shall ][be ][entitled to participate in the ] dividends and profits of the Company according to the amount of their respective interests in such stock, and such interests shall, in proportion to the amount thweof, confer on the holders thereof respectively, the same privileges and advantages for the purpose of voting at meetings of the Company and for other purposes, as would have been conferred by shares of equal amount in the capital of the Company; but so that none of such privileges or advantages, except the participation in the divicle~lds ,and profits of the Company, shall be conferred by any such aliquot part of consolidated stocli as would not, if existing in shares, have conferred sucll privileges or advantages. 5zc?-ease `in` Ccy~iial. ('26.) The Directors may, nrith the sallctiou of a Special Resolution of the Company previously given in General Meeting, iucrea-se its capital by the issue of neb- shares, such aggregate increase to be of such amount, and to be divided into shares of such respective amounts, as the Company in General ATeeting directs, or, if no clil.ectiol1 is given, as the Directors think exl~cdient. (27.) Subject to any- direction to the contravy that, inay bc given by thc illeetiilg that sallctious tile increase of capital, afi new s1laxi.s dial1 be offered to thc rnelnbcrs in l~roportion to tbc existing sharcs hcld hy them, and sucll offer shall bc maclc by not,ioc sl,ecifxiug tllc n u n ~ b c ~ of sllnrcs t o ~rllicll the mcmber is 4 I deemed $0, be de~lined ; and after the expiration of such time, or on the receipt of an-intimation from the member to m.l~om such--notice ia given `-that` he declines to accept the shares offered, the Directors may dispose of the same in such manner as they think most beneficial to the Compa~y. (28.)[Any capital raised by the creation of new shares shall be considered ] as part of the original capital, and shall be, subject to the same provisions with reference to the payment of calls, and the forfeiture of shares on non-payment of calls, or otherwise, as if it had been part of the original capital. General Meetings. (29.)[The first General Meeting shall be held at sucli time, not being more ] than six months afker the registration of the Company, and at such place, as the Directors may determine. (30.)[Subsequent ~ e n e r a l Meetings shall be held at such time and place ][as ] may be prescribed by the Company in General Meeting; and if no other time or place is proscribed, a General Meeting shall be held on the first Monday in February in every year, at such place as may be determined by the Directors. (31 .) The above-montioned General Meetings shall be called Ordinary Meetings ; all other General Meetings shall be called Extraordinary. (32.)[The Directors may, whenever they think ][fit, ][and they shall upon ] [a, ] requisition made in writing by not less than one-fifth in nunlber of the members of the Company, convene an Extraordinary General Meeting. (33.)[Any ][requisition made ][by ][the members shall express t;he object of the ] meeting proposed to be called, and sliall be left at the registered Office of the Company. (34.)[Upon the receipt of ][such ][requisition the Directors shall forth.rvitl1 ] proceed to convene an Extraordina1.y General Meeting. If they do not proceed t o convonc the satne within t,wenty-ono clays from the date of t,lie requisition, the roquisitio;~ists or any other menhers nrnou~~tillg to tlie, reclui~*ed number, mar themselves convene an Extraordinary General `M` ecting. `P,~.occccEi.ci$s` a l a l Geitei'nl ~lleetirzgs. (35,)[Seven days' ][notice ][;it ][thc ][least, specifying t1lle place, ][tho ][day ][and ] the laour of meeting, and in (:axe of P I ~ C ~ R ~ bu~incss file general nature of eiacll ACT KO. X OF 1866. ^business, shall be given to .the ,members in manner here@afber mentioned, or in suoh other manner, if any, as may be prescribed by the Company in General Meeting; but the non-receipt of such notice by any member shall not invalidate the proceedings at any General Meeting. (36.)[All business shall be deemed special that is transacted at an Extra- ] ordinary Meeting, and all that is traAsacfed at an Ordinary Meeting, with the exception of sanctioning a dividend, and the consideration of the accounts, balance-sheets and the ordinary report of the Directors. `(37.)`[No business shall be transacted at any General Meeting, except the ] declaration of a dividend, unless a quorum of members is present at the time when the meeting proceeds to business. Such quorum shall be ascertained as follows : that is t o say, if the persons who have taken shares in the Company at the time of the meeting do not exceed ten in number, the quorum shall be five ; if they exceed ten, there shall be added to &lie absre quorum one for every 5ve additional members up to fifty, and one for every t e q additional members after fifty, with this limitnation, that no quorum shall in any case exceed twenty. (38.) If within one hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved. I n any other case it shall stand adjourned to the same day in the next meek, at the same time and place; and if at such adjourned meeting a, quorum is not present, it shall be adjourned `s h e die.` (39.)[The Chairman (if ][any) ][of the Board of Directors shall preside as ] ahairman at every General Meeting of the Company. (40.) If there is no such Chairman, or if at any meeting he is not present within fifteen minutes a f t e ~ the time appointed fol. holding the meeting, the members present sllall choose some one of their nu-mber tc? be Chairman. (41 .)[The Cliairman lliay, with the consent of the meeting, adjourn any ] meeting from time to time and from place to place ; but no business shall be transacted st any adjourned meeting other than the business left unfinished at the meeting from vbich the adjournment took place. (4.2.) At `any` Gaucral lloetii~g, u~~lcss a poll is delnanded by at least five members, a c1eclnl.ation by the Cllairn~an that a Resolutio~l has bee11 carriedj 224 a~ ~3t:"' J t~ t11zit t11zit cEeect in the booli booli of procecclings procecclings of the Coml~any, shaii shaii be suLfi. J t~ t11zit t11zit cEeect in the booli booli of procecclings procecclings of the Coml~any, shaii shaii be suLfi. ci~nl, `Z` ACT No. X OF `1866.` ci..nt evidence of the fact, +vitlioutproof~of theilum1)er or proportion of the votes recorded in favour of or against such Xesolution. `(43.)`[If ][a poll is demanded by ][five ][or more members, it shall be taken in ] such manner as the Chairman direots, and the result of such poll shall be deemed to be the Resolution of thc Company in General IXeeting. Ia the case of an equality of votes at any General Meeting the Chairman shall be entitled to second or casting vote. ' Totes `of` JIen~bes-s. (4.)[Every member shall have one vote for every share up to ten. He shall ] have an additional vote for every five shares beyond the first ten shaves up to one hundred, and an additional vote for every ten shares beyond the first hulldred shares. `(45.)`[if ][any member is ][a ][lunatic ][or ][idiot, he may vote by his Comlnittee ] 01- other legal Curaty ; nod if any member is a minor, lie may vote by his pardian or any one of his guardians if more than one. ($8.)[If one or more persons are jointly entitled to a share or shares, the ] member whose name stands first in the Register of Members~~s one of the holders , of such share or shares, and no other, shall be entitled to vote in respect of tlie same. No meinbey shall be entitled to vote at ally General 31eetillg :.iiii:ess (47.) all calls due from hiin have been paid, and no member shall be entitled to vote in respect of any share that he has acquired by transfer, s t ally meetirlg held after the expiration of three inoaths from the registration of the Company, unless he has been l~ossessecl of the share in respect of which he clairus to vote f o ~ at least three lllonths previously to the time of holcling the meeting at ~vllich llc proposes to vote. (48.) Votes may be given either personally or by prosy. (49.) The instr~unent appointing a prosy shall be in writing, under ktle ha~ld of t,hc appointor, or if such apl3ointor is a. Corporation, under tllcir co;;.,llloll seal, nllcl shall 110 attcsCec1 11y onc 01, luo~c, -\~it,ness or witticsscs. KO persol, sllall be appoii~tecl a prosy w l ~ o is 11of r? mcmlwr of the Company. ACT No. X OF `1866.` , ! i 1 `9` \ holdirlg the meating at which the person named in such i ~ s t ~ u m e n t proposes to vote ; but no instrument appointing a proxy shall be valid after the expiration of twelve molltlls from the date of its execution. (51.)[Any instrument appointing ][a ][proxy shall bb 'in the following form ][:- ] Company Limited. I of being a member of the Company Limited, and entitled to vote or votes, hereby appoint of as my proxy, to vote for ine and on my behalf at the (Ordinary o r Extraordinary, as Ae case ?)zc~y be) General Meeting of the Company to bc held on the day of , and at any adjournment thereof (or, at any meeting of the Company that may be held in the year ) .As witness my hand, this day of Signed by the said . l.1-,, ~ t peseilce j of in Diqleotors. (52.)[The number of the Directors, and the names of the first Directors, ] shall be ddtermined by the subscribers of the memoraiidun~ of association. (53.)[Until Directors are appointed, the subscribers of the mernoraudum ] of association shall be deemecl to be Directors. `(54.)` The future remuneration of the Directors, and their remuneration for services performecl previously to the first General Meeting, shall be deteiamined by the Coi~~pitily in General Meeting. (55.7 The bnsiness of the Company shall be luanagcd by the Directors, n-110 mar pay all cspenses inc~l:red in getting np and registeri~lg the Company, and iliay exercise all such powers of t,he Conlpany as are not by the foregoirlg Act, or by these Article~,,~equired to be exercised by the Company in General Aleeting, subject llevertheless to ally regulations of tl~ese Articles, to the pro~lisiolls of the foregoing Aci, and to such regulations, being not inconsist,or~t with the aforesnirl regulations or 1~01-isions, as may bc prcscribcd 1,y the Corn12a11-j in Qeucral hleeting ; bnt no rcg\~l;7tio n lrtcle by the Coinpnny in Gene~al 14oeting sllall ii~vs~liclato ally prior act of tllc DiToctors ~vhich 1voulc1 have I~col, vaiicl if such regxlntion hncl ilot I)ccli !~l:t~'~c. (5G.) rl'llp ACT No. X `OF 1866.` (56.)[The bontinuing Directors ][may ][act notwithstanding any vacancy ][in ] their body. ' ' `Dispuali$catio~z of` Ui~ectors. (57.) The office of Director shall be vacated- If he holds any other office or place of profit under the Company ; If he becomes bankrupt or insolvent ; If he is concerned in or participates in the profits of any contra,ct with the Company ; But the above rules shall be subject to the following exceptions : That no Director shall vacate his oBce by reason of his being a member of any Company which has entered into contracts with or -done any work for the company of whicli he is Director ; nevertheless he shall not vote in respect of such contract or work ; and if he does so vote his vote shaii not be oounted. `Rotation of` `Directors.` (58.) At the first Ordinary Meeting after the registration of the Company, the whole of the Directors shall retire from office; and at the first .Ordinary Meeting in every subsequent year, one-third of the Directors for the time being, or, if their number is not a multiple of three, then the number nearest to one-third, shall retire from office. (59.)[The one-third or other nearest number to retire during the first and ] second years ensuing the first Ordinary Meeting of the Company shall, unless the Directors agree among themselves, be determined by ballot. In every subsequent year, the one-third or other nearest number ~ 1 1 0 have been longest ill office shall retire. `b` . (60.) A retiring Director shall be re-eligible. (61.) The Company at the General Meeting at which ally Directors retire in manner aforesaid shall fill up the vacated offices by electing a like number of persons. (62.)[If ][at any meeling at which ][an ][elechioa of' Directors ought to take ] pl.ace the places of the vacniing Uirectols `mi!` not filled ~111, the mcctillg shall sts:~c! acljourl~sd ti11 tl-rc. s:l:me clay in the ncsh ~vcek, at t31.1e sainc time and p,lace; a.nd if at such adjournccl meeting tllc pl.a,cea of tlic s~acsti~lg Directors are not filled ACT No. X OF 1866. . A , , ' `1,` 5i-As. . IL< " > ', 1 g filled up, the vnonting Direclors, or such of them as have not had their places filled up, shall contifue in office until the Ordinary Meeting in the next year, and so on froa time to time until their places are filled up. - , *' ',.' `i` . " . `i` . `- 2 2` 2 . - . .(,68.3 T.49 C ~ r n g a u ~ , ~ q ~ ~ frgw tiwe,@ `q m ~` in Geaergl Meeting, increase or reduce the number of Directors, and may also determine in what rotation su& increased or reduced ]lumber is to go out of office. , (64.)[Bay casual vacancy occurring in the ~ o s c d of Directors ][may ] `[be ]` filled up- by. tbq D,irectop, :but, `,?gy` ,p9rsoLn ,so shos,e,n shall retain his olffice so lcng o p 1 ~ as the vticating Director would have retained bhe same if no vacancy had occurred. (65.)[The Company in General Meeting may, by a Special Resolution, ] remove any Director before the expiration of his period of office, and niay by an Ordin,a?i-y Resolutico 2ppoii1,t , - - , aaoJher person in his stead. The person s o sbafi hold office duripR such time only a.n the Director in whose place he is appointed would have held the same if he had not been removed. P?*oceecZi%gs `of` Directom. 1 ' (66.) The nirectors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit, and determine the quorum necessary for the transaction of business. Questions arising at any -meeting shall be decided by a majority of votes. I n case of an equality of votes, the Chairman shall have a second or casting vote. A Director may at any time summon a meeting of the Directors. (67.) The Directors may elect a Chairman of their meetings, and determine the period for which he is to hold office; but if no sucll Cllttirizlan is elected, or if at any meetiag the Chairman is not present at the time appointed for holding the sninc, the Directors present shall choose some one of theiy number* to be Chairman of such meeting. `(68.)` Thc Directors may delegate any of their powers to Committ.ees consisting of sucli meml~er or members of their body as they think fit. Any Co111~nit,t,ee so formcd shall; in the exercise of the ponrel.,.; so dcleg:~tcd, cor~fbrm to any ~cgulat~ions tliut, 111,iy be iillposed 011 `it` by ille I)ircctors. (G9,) A C>olll~niitcc 1113~ C ~ C C ~ a (~lli~ir'lllall of it8 l l l c ~ t i l l ~ ~ . If 110 SLIC~I . Cliuirmail is olect,erl, or ii Ilc is not> l ~ ~ ~ j c i l :h t ,he time nppointcti f o ~ Ilolilirlg ilic sanlrlj ?, = : `r` 3 ACT No. X `OF` 1866., the same, the members present shall choose one of their number to be Chairman of such meeting. (70.)[A ][Committee may meet and adjourn ][as ][it things proper. Questions ] arising at any meeting shall be determined by a majority of votes of the members present; and in case of an equality of votes the Chairman shall have a second or casting vote. (71.)[A11 acts done by any meeting of the Directors, or of a Committee ][of ] Directors, or by any person acting as a Director, shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Directors or persons acting as aforesaid, or that they or any of them mere disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director. Dividevzds. (72.)[The Directors may, with the sanction of the Company in General ] Meeting, declare a dividend to be paid to the members in proportion to their shares. (73.)[No dividend shall be payable except out of the profits arising from ] the business of the Company. (74.) The Directors may, before recommending any dividend, set aside out of the profits of the Company such sum as they think proper as a reserved fund to meet contingencies, or for equalizing dividends, or for repairicg or maintaining the works connected wit11 the business of the Company or any part thereof; and the Directors inay invest the sum so set apart as a reserved fund upon such securities as they may select. ( 5 )[The Directors may deduct from the dividends payable to any member ] all such sums of money as may be due from him to the Company on account of calls or otherwise. (16.)[Notice of any dividend that ][may ][have been decla~ed sl~all be given ] t:, each member in lnanner llcreinafter merltioned ; and all dividends urlclaimed `hi=` tlisce yc:,ns after llaving been declared, may be forfeit'ed by the Ilircctors fop tE~e I?enefit: of the Compn~ly. 7 ) No dividend ~llal l >ca.l-. iuicrest; as .ng:iinst the Cornl~xlil-. Acc02112 ts, ACT No. X `OF,` 1866. Accounts, (78.) The Directors shall cause true accounts to be kept, Of the stock in tr&de of the Company; Of the 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 credits and liabilities of the Company. The books ofaccount shall be kept at the' registered Office of the Company, and subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed by the Company in General Meeting, shall be open to the inspection of the members during the hours of business. (79.) Once at the least in every year the Directors shall lay before the Company in General Meeting a statement of the income and expenditure for the past year, made up to a date not more than three months before such meeting. (80.) The statement so made shall show, arranged under the most convenient heads, the amount of gross income, distinguishing the several source s from which it has been deilived, and the amount of gross expenditure, distinguishing the expense of the establishment, salaries and other like matters. Everx item of expenditure fairly chargeable against the year's income shall be brought into account, so that a just balance of profit and loss may be laid before the meeting; and in oases where any iten1 of expenditure which may in fairness be distributed over several years has been incurred in ally one year, the whole amount of such itetn, shall be stated, with the addition of the reasons why only a portion of such expenditure is charged against the income of the year. (81.)[A ][balance-sheet shall ][be ][made out in every year and laid before the ] Company in General Meeting, and such balance-sheet shall coutain a summary of the property and liabilities of the Colnpany arranged under the heads appearing in the form annexed to this Table, or as near thereto as circumstances admit. `(82.)` A printer1 copy of[SIICJI ][balance-shect ] sllall,[seven ] days[~~rcviously ] t o sucll lnceting, Ilc servecl on ert?i.y irlernber in the rnanne13 in lvhich uotjiccr; arc Ileruil~uiter di~ect~ed to bc senrccl. X ~(tdic!. I ACT No. X `OF 1866.` , 1 , k~\ 4zcdit. (83.) Once at the lbast in everp gear the accounts of the Company shall be examined, and the correctness of th8 balance-sheet ascertainid `by` ebb gr more auditor or auditors. , L (84:) The fimt auditors shall be a@ointed by the 'Directors ; subsequent, auditors shall be appointed by the Company in General +M-eeting. (86.) If one auditor only is appointed, all the provisions herein oontained relating to auditors shall apply to him. (86.) The auditors may be members of the C~rnpasy ; but no persoq is eligible as an auditor who is interested otherwise than as a member in any transaction of the Coinpany ; and no Director or other Officer of the Company is eligible during his continuance in oftice. The election of audit80r,s shall be made by the Company at their (87.) Ordinary Meeting in each year. (88.) The remuneration of the first auditors shall be fixed by the Directors ; that of subsequent auditors shall be fiyed by the Company in General Meet. ing. (89.) Any auditor shall be ye-eljgible on his quitting ofice. (90.) -If any casual vacancy occurs in the otlice of any auditor appointed by the Company, the Directors shall forthwith call ail Extraordinary General Meeting for the purpose of supplying the same. If no election of auditors is made in manner aforesaid, the Local (91.) Government may, on the application of not less than five members of the Corn,pany, appoint an auditor for the current year, and fix the remuneration to be paid to him by the Company for his services. (92.) Every auditor shall be supplied with a copy of the balance-sheet, and it shall be his duty to examine ihe same wit11 the accounts and vouchel~s relating thereto. (93.) E-i.cry a~tditor sllall ha\-e n list clelioerecl to llilll of all 11ooks kept hy the C'oml)any, anil slinll at all reason:tblc times haye access io tho I;ooks :I : <! accounts of'the Compmly. EIe mny, n t the expense of the Gompany, employ :iccou~~tauts 01. ot,l~cs pcrsoi1s t,il zskist ilitn in iil~7estignLing such acco~mts, anif n12y 4 1 4 i 1 i ; . he may in relation to such accounts examine the Directors or any other Officer of tlqe company. (94.) The auditors shall make a report to the members upon the bqlanc4sheet, and accounts, and in every such report they shall state whether, iri thek .opinion, the balance-sheet is a full, and fair balance-sheet, containing the padticulars required by ,these regulations, and properly drawn up so as to exhibit a true and correct view of the state of the Company's affairs ; and in case they have called for explanations or information from the Directors, whether such explanations oy information have or has been given by the Directors, and whethe? they or it have or has been satisfactory. Such report. shall be read, together with'the report of the Directors, at the Ordinary Meeting. Notices. (95.) A notice may be served by the Cnmpany npr;o any meinher either personally or by sending it through the Post in a letter addressed to such member at his registered place-of abode. (96.) All notices directed to be given to the members shall, with respect to any share to which persons are jointly entitled, be given to whichever of such persons is named first in the Register of Members ; and notice so given shall be sufficient notice to all the holders of such share. (97.) Any notice, if served by Post, shall be deemed to have been served at the time when the letter containing the same would be delivered in the ordinary course of the Post; and in proving such service it shall be sufficient to; prove that the letter containing the notice was properly addressed and put into the Post Office._ : :. .;;j'alcr,:~c,s-~heet (a)"o$ the < # Compmy made ap to 18 gr. ||||C ~ P I T A LANDLTABILITIES.|||||||PROPERTY<br>ANDASSETS.|PROPERTY<br>ANDASSETS.|PROPERTY<br>ANDASSETS.|PROPERTY<br>ANDASSETS.|||| |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| |-----|||--||--|||||||||||| |J;|1,;<br>1||,;<br>SllOrn1h'~:<br>Thrni~m:~er<br>ofshares<br>. . . . . . . . .|. . . . . . . . .|Ra.||||||SHOWING<br>:|||Rs.|Rs.|As.| |W<br>"1|||_W_ll'i~calnolnLpaidprrshare. . . . . . . . .<br>1I"pnyarrmrsofcalls,the nature of the ar-...<br>rsnr,_rnci_thr,rian~esof the defaulters|. . . . . . . . .<br>...||||||||||||| |.|1|1|'I<br>'?<.pn~!;c:Garjofanyforfeited sharee...|...||||||||||||| ||!||!|||||||||||||| ||I|I|S~rowr~a<br>:|||||||||||||| |5<br>9|j<br>1<br>9j<br>,||Tho>rno:lntofloanson mortgagesordeben-<br>turebonds. . . . . . . . . . . . . . .<br>rhcinlaimco idcbbowingby the Corn-<br>,<br>pxny.<br>D:sting~i~shing-<br>(a)Jlebtsforwfiich accepL~nces have<br>. . . . .<br>oecngivcn<br>. . . . .<br>_( b )_Ijcbtstotradesmen for suppliesof|. . . . . . . . . . . . . . .<br>I<br>,<br>. . . . .<br>1<br>of|||IT.<br>DEBTS<br>OWING|||Srzow~aa:|||Srzow~aa:|||| ||||~tnC"iintl-ndeor other articles|||||||||||||| ||||_( c )_1)rlrtsforlamexpenses<br>.<br>,.|||||||||||||| ||||_i d )_T'cb:~forinterest on debenturesor|||||||||||||| ||||o+i,er]?:ins<br>. . . . . . . . . . . .|. . . . . . . . . . . .||||||||||||| ||||_f p )_Yncin;-neddividends. . . . . . . . .|. . . . . . . . .||||||||||||| ||||. . . . . .<br>(3<br>TjebC~,196er!umcratedabove|. . . . . .||||||||||||| ||||SIIOTY~NG<br>:|||||||||||||| ||||||||||||||||I|| ||t|TEoamountsctaside from profits_to_meet||||||||SEOWINQ<br>:||||||| ||;|;|. . . . . . . . . . . .<br>_c o : ~_tingencirs||||||12|The nature of investment and|||The nature of investment andrateofin-|||| ||||Suowrxo:||||INvEsnfsnTs-||13|terwt..-<br>Theamount oi"cas.h,||. . . . . . . . . . . .<br>amount oi"cas.h,wherelodged,andif||. . . . . . . . . . . .||| ||||j<br>,':is1xal>;i> bdancc for payment ofdi-<br>ricoc;,ctc.|||||||bearingintereat|intereat|. . . . . . . . . . . .|. . . . . . . . . . . .|. . . . . . . . . . . .<br>---|---|| |||C!a;msagainst:heeompnnynotsckno~rledged||||||||||||||| ||||L-c'icb"<br>. . . . . . . . . . . . . . .|. . . . . . . . . . . . . . .||||||||||||| |||JTo*ticsfor-n!>ichtheCompanyi scontin-||||||||||||||| ||.||gcntlfliable. . . . . . . . .|||||||||||||| |---|||--_<br>.---||--<br>(,)<br>8~||--<br>_8~_Cl&we#81wd81|_81_ofthof 0 2 ~ 0 h l<br>_Table_A ||||||||| i . ACT No, X OF 1866. `e` TABLE `13.` TABLE `OF FEES` to be paid to the Registrar of ,Joint Stock Companies by a Company having a capital divided into shares. - ||Rs.|Rs.A.P.|Rs.A.P.| |---|---|---|---| |For registration of a Company whose nominal capital does not|||| |exceedRE.<br>20,000, a fee of...<br>...<br>,..<br>...|40 0 0|40 0 0|40 0 0| |For registration ofaCompany whose nominal capital exceeds|||| |Rs. 20,000 the above fee of forty rupees, with tile following|||| |additional fees regulated according to the amount of nominal|||| |capital;(thatisto say)-|||| |For every 10,000 rupees of nominal capital, or part of 10,000|||| |rupees afterthefiist 20,000 rupees upt o50,000 rupees. ..|20|0|0| |For every 10,000 rupees of nominal capital, or part of 10,000|||| |rupees after the first 50,000 rupeeeupts1,000,005n1pei.s...|5|0|6| |For every 10,000 rupees of nominal capital, or part of 10,000|||| |rupees after the first 1,000,000 rupees...<br>...<br>...|1|0|0| |For registration of any increase of capital made after thefirst|||| |registration of the Company, the same fees per 10,000 rupees|||| |or part of 10,000 rupees as ~vould have been payable if such|||| |increased capitalhadformed part of tlle original capital at the|||| |time of registration.|||| |Provided that no Company shall be liable to pay in respect of|||| |nominal capitalonregistration, or nrtermards, any greater|||| |nmount of fees than 1,000 rupees, taking into accountinthe|||| |case of fees payable on an incrcase of capital after registration|||| |thefees paid on registration.|||| |For registration of any esisting Company, escept such Com-|||| |panies ns arebythis Act esempted from payment of fees in|||| |respect of registration under this Act,thesame feeasis|||| |chargedforregistering a new Company.|||| |For registr~.it~g<br>nnycloculnent Iiereby required or antljorized to|||| |be rcgistet*ctl, otl~er thm~the,~nemora~ldurn<br>of associntioll...|d|do|o| |T<br>,-<br>Fcj.li>:;!iiii$ ILL ~ C . O I OOia ! ) ~<br>h c tilercbynu:ho~izcdorl-equir'ed|l-equir'ed||| |$Oberccol.cictlbythe Hegistrnr of C'olnl~auics,afeeof<br>...|b|b<br>(i|(i<br>B| ||||'I'AlJLEc.| `ACT.` No. X `OF` 1866. TABLE Fi. T ~ L E OF T ~ L E OF FEES to be paid to the Registrar of Joint Strock Companies -by a. Company not having a capital divided into shares.' `Rs.` A. `P.` ||Rs.|Rs.A.P.|Rs.A.P.|| |---|---|---|---|---| |For registration of a Company whose number of members, as<br>stated in the Articles of Association, does not exceed20...<br>For registration of a Company whose number of members, as|40|0.0||| |stated in the Articles of Association, exceeds,20,.but does||||| |not exceed100<br>...<br>...<br>...<br>...<br>...|...100|0|0|| |For registration of a Company whose number of members, as||||| |stated in the Articles of As~ociation, exceeds100,bmtisnot||||| |'statedtobe unlimited, the above fee of Rs. 100 with an addi-||||| |tionalRs.5for epery50membersorless number than50||||| |memhers after the first100.||||| |For registration ofaCompany in which the number of members||||| |is stated in the Articles of Associatioiltobe unlimited, a fee of|400|0|0,|| |For registration of any increase on the number of iizertibers||||| |made after the registration of the Compang, in respect of||||| |every 50 members, or less than50members, of such increase|5|0|O|| |Provided that no one Company shall be liable to pay on the||||| |whole a greater fee than&.400in respect of its number||||*| |of members, taking into account the fee paid on tliefirst||||| |registration of the Company.||||| |For registration of any esisting Company, except suc11 Compa-||||| |nies as arebythis Act exempted from payment of feesin|in|||| |respect of"regiskr$tion under this Act, tlie same fee as is|respect of"regiskr$tion under this Act, tlie same fee as is|||| |charged for registering a new Company.||||| |For registering any document here?jy required or authorized .to|For registering any document here?jy required or authorized .to|||| |lle registe~ecf,. o,the~.<br>.tkaa,,.the.pempr+ndum<br>.<br>.<br>ofasso;i?tioa<br>.,....c i ! . 7 . :...|.<br>5|o|o|| |Po:.making:ircco~dofanyfact hereby authorizccl or required|fact hereby authorizccl or required|||| |toLCrecordccl9)yilleJic~gistrn~x<br>ofCoii~panir.:,,:!feeof'<br>...|...<br>5|C|0|| ||||14'0ltAT.|11.| .ACT No. `:.iX` OF . . . . OF 2866. . . . . .? < - - . . . . POEM D. . , OF STATEMENT TO `:IN` PART iIII\ OF ;THE :Fi)~bi 'R~~&RR.E@ TO * , .:.. %me. .$Ja.pft&& ;hf the' Gomp~~~y:, @?&;. @?&;. ;: di~de&;,ifiko , , rs&rbs .of . 9 . each. , , , `,` . , , , . . . The .ri-ber .of shaies ..issued is . . . . Calls to.the ambimt .of Rs. Per . has- been. received. shgre. have'beenkidde, under which. the: sum- of :Rs. The liabilities of the Company on the first day of January (or July) were :- Debts owing to sundry persons by the Company : Under decree, Rs. On specialty, Rs. - On Notes or Bills, Rs. On Simple Contracts, Rs. On estimated Liabilities, Rs. The Assets of the Company on tha't day were :- Government Securities [stating them], Rs. Bills of Exchange and Promissory Notes, Rs. Cash at the Bankers, Rs. Other Securities, Rs.