Chapter II
INCORPORATION OF COMPANY AND MATTERS INCIDENTAL THERETO
Provisions of the Companies Act, 2013:
Section 15: Alteration of memorandum or articles to be noted in every copy.
[Section 15 is not yet brought to force ]
Corresponding provisions of the Companies Act, 1956:
Section 40
There is not much change in section 15 and corresponding section 40 of the Companies Act 1956. The only change is that section 40 was applicable to agreement and resolution under section 192 of the Companies Act 1956 (corresponding section 117 of the 2013 Act); where as section 15 is not.
Corresponding provisions of the English Companies Act, 2006
Similar provision under Section 32.
Applicability:
This section is applicable to all companies.
The section requires companies to note every alteration in memorandum or articles of association in every copy thereof. Intention is that any copy of memorandum or articles if issued to any one shall be updated.
Penalty:
Where a company issues its memorandum or articles of association to any person and if it is not updated then the company and its officer who is in default are liable to fine of Rs.1000/- for every copy so issued.
Adjudication:
Under Section 454, the officer appointed by the Central Government, not below the rank of Registrar of Companies, may adjudicate and impose monetary penalty for violation of this section. However, before imposing penalty, an opportunity of hearing shall be given to the Company and its officers.
Compounding:
It may be noted that under section 441, where offence is punishable with fine only, the same may be compounded by the National Company Law Tribunal or where the fine does not exceed Rs.5,00,000/- by the Regional Director or any other officer authorised by the Central Government.
