Repealed or not in force · As amended up to 2026-08
42. Contracts on behalf of any Company registerecl Coutracts how made. under this Act may be made as follows ; (that is to say')--
(1 .)[Any contract ~1~1iicli ] if iiiadc between. privatc persons would 1~ by law required to bo in writing, aiid if inacie according to English law to be u~~clor seal, may be made on beiraii of tile Company ill writing under the cornmoil sed of tlie Compm~y, and such contract may be in the samc maiincr variecl or tlisc,harged :
(2,)[L11y ][(;o~li~*a(;t ] ~ v l ~ i c i ~ i f I ) ILJG 7,i+Li\ (,L,L (l; ,+! t, l b c ; ; X U L ~ 11 o111('~ I)(: i:;? 1%-\1~ recjuivecl to be in lvriting sipecl by tlic pz~ttics to be cllargecl tllwc-\\-ill~, Illfly
ACT No. .X OF 1866.
niay be macle on behalf of the Company in writing signed by any person acting uiider the express or implied authority of the Company, and such contract may in the same manner be varied or discharged :
(8.)[Any contract which ][if ][made between private persons would by law ] he valid, although made by parol only and not reduced into writing, may be made by parol on behalf of the Company by any person acting under the express or implied authoriti of the Company, and such contract may in the same may be 'varied or discharged. And all contracts made according to the pyovisions herein contained shall be effectual in law, and shall be binding upon the Company and their successors, and all other parties thereto, their heirs, executors or administrators, as the case may be.
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43. Every Limited Company under this Act shall keep a Register of all of mart.[mortgages and charges specifically affecting property of the ] gages, Company, and shall enter in such Register in respect of each iiiortgage or charge a short descril~tion of the property mortgaged or charged, the amount of charge created, and the names of the mortgagees or persons entitled to such charge. If any property of the Company is mortgaged or charged without such entry as aforesaid being made, every Director, Manager or other Officer .of the Company who knowingly and wilfully authorizes or permits the omissioii of such entry shall incur a penalty not exceeding five hundred rupees. The Register of mortgages required by this Section shall be 01x11 to inspection by any creditor or member of the Compaily at all reasonable times. If such inspection is refused, any Officer of the Company refusing the same, aud cvery Director and Manager of the Company authorizing or knowingly and wilfully permitting such refusal, shall incur a penalty not exceeding fifty rupees, axlid a further penalty not exceeding twenty rupees for ,every day during which such refusal contiiiues. In addition to the above penalty any Judge of the High Court may by order coilipel an immediate inspection of the Register.
44.[Every Limited Bankiiig Coliipany and every ][Insurance ][Company, and ] Deposit, Providelit or Beliefit Society under this Act, shall, Certain Companies to pubhsh statemenb bcfo'c it ~oiiimon0 ~ 0 U E ~ ~ ~ O E B , and ~ E 011 Q tho firct i%onday entered in Scheclule. in Fcbruary and the first 31 oilclay in August in: every yeay (ILIY~II;; ;.-v\.hich it car~ics o i ~ business, illake a stat.e111cnt in the for13i ~xnrlc~d `a)` in t `Lc;` !Lh1 tSul~edule llcrct,o, or as near tllereto as cii~ctuustancc.s will adnlit, aiid a COPY
ACT No. X OF 1866.
copy of such st3tement shall be put up in a conspicuous place in the registered Office of the Coinpany and in eveyy bri~nclz Office or place where the business of the Compmy is cxilried on. IC dcf'tult is mxd3 in corn~lianc~ with the provisions of this Section, tlle Cola?sny shzll bs liable to a pelizlty not exceeding fifty rupees for every day during which such default continues, and every Director and Manager of the Company who shall knowingly and wilfully authorize or permit such default shall incur the like penalty.
Every inember and every creditor of any Company mentioned i n this Sectioii shall ba entitled to a copy of the abovementioned statemest olz payment of a sum not exceeding eight annas.
45. Every Compsny under this Act and not having a capital divided into List of nirectnrs to[shares sliall keep at its registered Offica ][a ][Register containing ] be sent to Registrar. the names ~ n d arldr?sses and the occupstions of its Dii*ectors or Managers, and shdl send t9 ths Rsgistrnr of Joint Stock Companies a copy of such Register, and shall from time to time notify to the lLegistilar any change that talces place in such Directors or Managers.
46.[If any Company under this Act and not having ] -[a ][capital divided into ] shares, malres default in keeping a Register of its Directors Penalty on Compnny not Ireepin:: Regisor Managers, or in sending a copy of such Register to the ter of UirecLors. Registrar in compliance with the foregoing rules, or in notifying to the Registrar any change that takes place in such Directors or Managers, such deliilquent Compmy shall ineur a penalty not excesding one hundred rupees for every day during which such default continues, and every Director or 14anager of the Company who sliall knowingly and wilfi~lly authorize or permit such default sllall incur the like penalty.
47. A Promissory Note, Bill of Excllaiige or Bundi sliall be deemed p,o,,,i,,ory Notes, to l l u e beell made, accepted, or endorsed on behalf of any Bills Hundis. of Bxcllufige arid Co111pi1y under this Act, if made, accepted, or eiidorsed in the name of the Compaizy+by any person acting under the autllority of tlie Co~izpany, or i f made, accepted, or endorsed by or oil behalf or on accoullt of the Company, by any person acting uiicler the authority of tlze Company.
8 . If aiiji Coii~paiiy under t,l~li Act cn~ries GE busi~iess ;vl;c;; tllo n:mP,-oji,'uitior~ n g : ~ i n r ~ `:>el'` ~f its ll~e111bw~ is less tl:?E-i scve:;, f'::~' FL ;:z;~c:E ?,f six 111,11 carrying lebs on tllan I ~ r i a ~ ~ ~ r s ? 111ontl)s nfier the numher has been so reduced, e,vpry person me:ube~ 8 . who is a iiaemhcr of such Company durii~g t,lle tiil~e tl~at it so
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ACT No. X OF 1866.
carries on business after such period of six months, and is cognizant of the fact that it is so carrying on business with fewer than seven members, shall be ' severally liable for the payment of the whole debt of the Company contracted during such time, and may be sued for the same without the joinder in the suit of any other member.
`Provisions fov Pvotection of Members.`
Source: India Code