Chapter II
INCORPORATION OF COMPANY AND MATTERS INCIDENTAL THERETO
Provisions of the Companies Act, 2013:
Section 17: Copies of memorandum, articles, etc., to be given to members.
Rule 2.31 of the Companies Rules, 2013
[Section 17 is not yet brought to force and the Companies Rules, 2013 is not yet brought to force].
Corresponding provisions of the Companies Act, 1956:
Section 39
[There is no difference between section 39 of 1956 Act and section 17 of 2013 Act, except that the fees payable by a member is being increased].
Corresponding provisions of the English Companies Act, 2006
Section 229
Applicability:
This section is applicable to all companies.
Members of a company have a right to ask for copies of:
(a) Memorandum of association;
(b) Articles of association, and
(c) every agreement and resolutions as specified un section 117 (1) [similar to section 192 of 1956 Act], if the same is not embodied in the memorandum or articles.Under rule 2.31, a members is required to pay fee. Upon receipt of request along with prescribed fees from a member, within seven days the company shall send a copy as required by him.
Penalty:
For each default, the company and every officer of the company who is in default shall be liable to a penalty of Rs.1,000/- for each day during which such default continues or Rs.100,000/-, whichever is less.
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.
Summary of forms and records:
No format of application to by members to company is prescribed.
Preservation:
Company may preserve records of application received from members, receipts issued to members upon receipt of fees along with the application and proof of sending the requisite document to members.
The Act does not prescribe period for which correspondence with investors be preserved. Receipt issued by company and payment received from member forms part of accounts and hence the same may be preserved for the period prescribed for preserving accounting records. Section 128(5) prescribes that accounting records shall be preserved for previous 8 financial years.
