1 THE RAJASTHAN NON-TRADING COMPANIES RULES, 1962 [Notification No. F.18(2) Ind (A) 60, dated 23-7-62, Published in Rajasthan Gazette, Part IV-C, Supplement No. 19 dated 9-8-62.]
In exercise of the powers conferred by clause (i) of the proviso to section 3 of the Rajasthan Non-Trading Companies Act (Rajasthan Act 13 of 1960), read with section 612 of the Companies Act, 1956 (Central Act 1 of 1956), the State Government hereby makes the following rules, namely:—
1. Short title.—These rules may be called the Rajasthan Non Trading Companies Rules
1962.
2. Definitions.—In these rules, unless the context otherwise requires—
(a) "Act" means the Companies Act, 1956 (Central Act No. 1 of 1956).
(b) "Section" means the section of the Companies Act, 1956.
(c) "Competent Officer" means the Officer appointed by the State Government appointed by the state government to exercise, discharge and perform the power, duties and functions of the Registrar in relations to Companies to which Rajasthan Act 13 of 1960, applies.
3. Document and information to be presented to the Registrar.—(1) Any seven or more persons desirous of forming in and for the State of Rajasthan a non-trading company under section 25 of the Act shall present to the Competent Officer along with their applications, the following documents, namely:—
(a) three printed or type, written copies of the Memorandum of Association and Articles duly signed by each subscriber to the application;
(b) three copies of the list of the names, descriptions address and occupations of such subscribers and, where a firm is one of such subscribers, of each partner in the firm and of the members of the proposed Board of Directors;
(c) A statement showing in details the assets (with the estimated values thereof) and the liabilities of the proposed company, as on the date of the application for registration or within 7 days of that date;
(d) An estimate of the future annual income and expenditure of the proposed company specifying the sources of the income and the objects of the expenditure; and
(e) A statement giving a brief description of the work, if any, already done by the proposed company and of the work proposed to be done by it after resignation in pursuance of section 25.
(2) Where any such company shall have been formed and might be functioning as such since before the commencement of the Act, the company shall in addition to the documents 2 specified in sub-rule(1) also present to the Competent officer a copy of each of the following documents circulated by the Management thereof to its member for each of the two complete financial years immediately preceding the date of application or if the Company has functioned only for one such financial year, for such financial year:—
(a) the Accounts;
(b) the Balance sheets; and
(c) the reports on the working of the company .
4. Translation of documents.—When any document Specified in rule 3 or any portion thereof is not in English language, a translation thereof in English certified by any subscriber or any director of the Company concerned to be correct shall be furnished to the Competent Officer together with the documents.
5. Competent Officer to attach copy of certificate of Company to Memorandum.— The registrar shall cause a copy the certificate of incorporation granted to company under section 31 to be entered on its Memorandum and here the copy cannot conveniently be so entered, he shall cause a copy to be attached to the Memorandum, a note regarding such attachment being made on the Memorandum and signed by the Competent officer.
6. Examination of documents.—(1) The competent officer shall examine or cause to be examined, every document received in his office which is required or authorised by or under the Act or these Rules to be registered, recorded or filed by or with him.
(2) If any such document is found to be defective or incomplete in any respect, the Competent Officer shall direct the person or company concerned to rectify the defect or complete the document and no such document shall be registered, recorded or filed until the defect has been so rectified or the document has been completed, as the case maybe.
7. Documents not to be deemed registered, recorded etc. unless fee is paid.—(1) No document required or authorised by or under the Act to be registered, recorded or filed shall be so registered, recorded or filed until the fee, if any, payable in respect thereof, is paid.
(2) Until the fee aforesaid is paid, the document shall not be registered as having been sent to or received by the Competent Officer for any purpose specified in or under the Act.
8. Endorsement of certain particulars on documents.— (1) The following particulars shall be endorsed on every documents registered, recorded or filed under the Act and these Rules:—
(i) the number assigned to Company in the register maintained under sub rule
(1) of rule 9;
(ii) the name of the company;
(iii) the nature of the documents;
(iv) the serial number and date on which it is registered recovered or filed.
(2) Every endorsement made under sub-rule 1) shall be signed by the competent officer and shall bear his official seal.
3
(3) If the endorsement aforesaid cannot conveniently be entered on the documents itself, it shall be made on a separate sheet which shall be attached to the document, a note regarding such attachment being made on the document and duly signed.
9. Register of Companies.—(1) In the office of the Competent Officer, there shall be maintained a 'Register of Companies in the Form appended to these Rules in which the names of the Companies shall be entered in the order in which they are registered.
(2) Every Company so registered shall be assigned a number in consecutive order.
(3) In the pages allotted to each company, in the register, a note shall be made of every document of fact relating to the company which in registered, recorded or filed and each such note shall be duly signed and sealed.
(4) There shall also be maintained an alphabetical index of the names of the companies which are entered in the register under sub-rule (1).
10. Authentication of copies and certificates.—Every certificate or copy granted under the provisions of the Act shall be signed and dated by the Competent officer and shall bear his official seal.
11. Inspection of documents.—(1) Where any person wishes to inspect a document registered, recorded or filed in pursuance of the Act and these Rules shall apply to the Competent Officer for the purpose and the application shall be accompanied by the fees specified in that behalf if clause(a) or sub-section (1) of section 610.
(2) The applicant shall be allowed to inspect the document, only in the presence of person authorised in that behalf and only during specified office hours.
(3) The applicant shall not be permitted to make verbatim copy of the document inspected. He may, however, take any notes in respect of the contents of the documents inspected.
12. Documents to be kept separately for each company.—The documents pertaining to each company shall be kept together, distinct and separate from those of other companies.
13. Preservation of documents.— The Registrar of Companies and the alphabetical index of companies shall be preserved.
14. Manner of calling meetings under sections 460, 508 and 509 and procedure thereof.—(1) The liquidator shall call the meetings referred to in sections 460, 508 and 509 by a notice published one month before the date of the proposed meeting in the Official Gazetted and a newspaper having wide publicity or circulation in the district in which the registered office of the company is situated.
(2) Such notice shall specify the time and the place of the meetings of the business to be transacted thereat,.
(3) The meeting shall be presided over by the Liquidator.
(4) One third of the total number of members in the case of a general meeting of the company shall constitute a quorum.
4
15. Applications for investigation.—(1) Every application for investigation into the affairs of a company under section 235 of the Act shall specify—
(i) the names and the addresses of the applicants;
(ii) if the company has a share capital, the voting power held by each applicant;
(iii) the total number of applicants and their total voting powers;
(iv) the reasons for requiring investigation.
(2) The reasons given in pursuance of clause (iv) of Sub-rule(1) shall be precise and specific.
(3) Every such application shall be accompanied by such documentary evidence in support of the statements made therein as are reasonably open to the applicant.
(4) Every such application shall be signed by the applicants and dated and shall be verified by their affidavits stating that what is stated in application is true to the best of their information, knowledge, and belief.
(5) The State Government may, before passing orders on the application, require the applicants or any one or more of them, to produce such further documents or other evidence as it may consider necessary:—
(a) for the purpose of satisfying itself as to the truth of the allegation made in the application; or
(b) for ascertaining any information which, in the opinion of the State Government is necessary for the purpose of enabling it to pass orders on the application.
16. Manner of authentication of copy of report under section 246.—A copy of the report of any Inspector or Inspectors appointed under section 235 or 237 shall, for the purpose of section 246 be authenticated either:—
(a) by the seal of the Company whose affairs have been investigated; or
(b) by the certificate of public officer having the custody of the report under and in accordance with the provisions of section 76 of the Indian Evidence Act, 1872, (1 of 1872).
17. Fees.—The following fee shall be payable namely:—
(1) For Registration of Non- Trading Companies Rs. 1000/-
(2) For filing, registering or recording any documents other than required at the time of registration of a company, required or authorized to be filed, registered or required under the act and these rules, or for making a record of registering any fact required or authorized to be recorded or registered under the Act and these rules. Rs. 100/- ________ 5 Form I (See Rule 9) REGISTER OF COMPANIES No.
Name of Company:
1. Date of Registration ......................................................................................................
2. Registered Office ...........................................................................................................
3. Classification and object ...............................................................................................
4. Public or private ............................................................................................................
5. If registered under section 25 reference to the Government Order granting the licence …….. .............................................................................................................................
6. Whether limited or unlimited, and if limited, whether by shares or by guaranteed ......
…….. .............................................................................................................................
7. If the company has share capital—
(i) registered capital ..................................................................................................
(ii) division into shares and .......................................................................................
(iii) amount guaranteed ...............................................................................................
8. If the company has no share capital—
(i) amount guaranteed; and .......................................................................................
(ii) number of members .............................................................................................
9. Reference to article giving power—
(i) to increase capital or members ............................................................................
(ii) to reduce capital ...................................................................................................
10. Date of general meeting, quoting article .......................................................................
11. Reference to article permitting issue of share warrants ................................................
12. Number of directors fixed, quoting article ....................................................................
6 ukWu VsªfMax dEiuh ds pSd fyLV fo’ks"k fooj.k
1. izLrkfor dEiuh Hkkjrh; lafo/kku dh vuqlwfp VII dh izFke lwfp ds vuqPNsn 43&44 ds vuqlkj vO;olkf;d gS @ ugha gSA
2. bl la?k ls feyrk tqyrk dksbZ la?k iathdr̀ gS @ ugha gSA
3. la?k dk iwjk LFkk;h irk vafdr gSa @ ugha gSA
4. la?k dk dk;Z {ks= vafdr gSa @ ugha gSaA
5. la?k dk dk;Z {ks= jktLFkku rd lhfer gSa @ ugha gSA
6. vkosnu dEiuh ds xBu ds bPNqd lkr ;k vf/kd O;fDr;ksa dh vksj ls Hkkjrh; dEiuh vf/kfu;e dh /kkjk 25 ds vuqlkj izLrqr gSA
7. eSeksjs.Me vkWQ ,slksfl;s’ku ,oa vkVhZdYl vkWQ ,slksfl;s’ku vkosndksa dh vksj ls gLrk{kj lfgr gSa @ ugha gSA
8. ;fn dksbZ QeZ lnL; gS rks mlds leLr Hkkxhnkjksa rFkk izLrkfor funs’kd e.My ds laca/k esa fooj.k layXu gSa @ ugha gSA
9. ;fn la?k iwoZ esa dk;Zjr gS rks la?k }kjk iwoZ esa fd;s x;s o Hkfo"; esa fd;s tkus okys dk;ksZ dk lw{e fooj.k Hkkjrh; dEiuh vf/kfu;e dh /kkjk 25 ds vuqlkj layXu gSa @ ugha gSA
10. dEiuh dh vke lHkk ds ikfjr izLrko v/;{k ,oa lfpo@ea=h ds gLrk{kj rFkk lhy lfgr gSa @ ugha gSaA
11. la?k dc ls dk;Zjr gSaA
12. dEiuh dk m}s’; xSj O;olkf;d gSa @ ugha gSA
13. fu;eksifu;e esa la?k us O;kikfjd xfrfof/k ls lacaf/kr dksbZ izko/kku gSa @ ugha gSaA
14. dEiuh dh ifjlEifr;kW ¼e; vuqekfur ewY;½ ,oa nsunkfj;ksa dk vkosnu dh frfFk rd ;k mlds lkr fnu rd dk fooj.k layXu gSa @ugha gSA
15. vkxkeh o"kZ dh vuqekfur vk; ¼e; lzksr½ ,oa O;; ¼e; m}s’;½ dk fooj.k layXu gSa@ugha gSaA
16. lHkh izLrqr nLrkost dh fgUnh esa izekf.kr izfr;ka miyC/k gSa@ugha gSaA
17. iath;u 'kqYd 1000@& :- izkIr gqvk gSa@ugha gqvk gSaA
18. la?k ds fu;eu lekIr@fo?kVu ds fy, Hkkjrh; dEiuh vf/kfu;e 1956 ds ykxw gksus dk izko/kku gSa@ugha gSaA i=kfn dh tkap djus ij mDrkuqlkj dfe;kWa gS vr% mUgsa iwfrZ djkus gsrq ykSVkuk@fy[kuk izLrkfor gSaA vr% 'kq} i= gLrk{kjkFkZ izLrqr gSA ;k Ik=kfn dh tkWp djus ij mls fu;ekuqlkj iw.kZ ik;k x;k vr% iath;u djuk izLrkfor gSa] jktLFkku ukWu VsªfMax dEiuh fu;e 1962 ds fu;e 8¼d½A izkIr i=kfn ij iwfrZ dj nh xbZ gSa vr% gLrk{kjkFkZ izLrqr gSaA fu;e 9 ¼3½ ds vuqlkj jftLVªkj vkWQ ukWu VªsfMax dEiuh esa leLr i=kfn tks izLrqr fd;s x;s gSa] mudk fooj.k vafdr dj gLrk{kjkFkZ izLrqr@o.kkZ{kj iaftdk esa Hkh izfof"V dj nh xbZ gSa ,oa dEiuh izFke i=koyh cuk nh xbZ gSaA