The Bombay Non-Trading Corporations Act, 1959

1. (1) Subject to the provisions of this Act and to the conditions contained in its memorandum, a corporation may, by special resolution, alter its articles.
2. (2) Any alteration so made shall, subject to the provisions of this Act, be as valid as if originally contained in the articles and be subject in like manner to alteration by special resolution.

1. (1) Every alteration of the memorandum or articles shall as soon as possible after such alteration is made be filed by a corporation with the Registrar and the Registrar shall register the same and shall certify the registration under his hand.
2. (2) The certificate shall be conclusive evidence that all the requirements of the Act with respect to the alteration have been complied with and thenceforth the memorandum or articles so altered shall be the memorandum or articles of the corporation.
3. (3) No such alteration shall have any effect until it has been duly registered under sub-section (1).

1. (1) No corporation shall be registered by a name which, in the opinion of the State Government, is undesirable.
2. (2) Without prejudice to the generality of the foregoing power, a name which is identical with, or too nearly resembles, the name by which a corporation in existence has been previously registered, may be deemed to be undesirable by the State Government within the meaning of sub-section (1).

A corporation may, by a special resolution and with the approval of the State Government signified in writing, change its name.

If, through inadvertance or otherwise, a corporation on its first registration or on its registration by a new name, is registered by a name which, in the opinion of the State Government, is identical with, or too nearly resembles, the name by which a corporation in existence has been previously registered, the first mentioned corporation—

1. (a) may, by ordinary resolution and with the previous approval of the State Government signified in writing, change its name or new name ; and
2. (b) shall, if the State Government so directs within twelve months of its first registration or registration by its new name, as the case may be, by ordinary resolution and with the previous approval of the State Government signified in writing, change its name or new name within a period of three months from the date of the direction or such longer period as the State Government may think fit to allow.

1. (1) Where a corporation changes its name in pursuance of section 12 or 13 the Registrar shall enter the new name on the register in the place of the former name, and shall issue a fresh certificate of incorporation with the necessary alterations embodied therein ; and the change of name shall be complete and effective only on the issue of such a certificate.
2. (2) The Registrar shall also make the necessary alteration in the memorandum of the corporation.
3. (3) The change of name shall not affect any rights or obligations of the corporation, or render defective any legal proceedings by or against it ; and any legal proceedings which might have been continued or commenced by or against the corporation by its former name may be continued by or against the corporation by its new name.

1. (1) The memorandum and articles shall be presented for registration to the Registrar or such other officer as the State Government may authorise in this behalf.
2. (2) If the Registrar or the officer authorised is satisfied that all the requirements of this Act and the rules thereunder have been complied with by the corporation in respect of registration and matters precedent and incidental thereto, and that it is authorised to be registered under this Act, he shall retain and register the memorandum and articles. In other cases the Registrar or such other officer may refuse to register the memorandum or the articles.
3. (3) The fee payable for the registration of a corporation under this Act shall be rupees fifty.
4. (4) An appeal shall lie to the State Government against an order of the Registrar or such other officer refusing to register the memorandum and articles. Such appeal shall be made within sixty days from the date of the order appealed against and shall be accompanied by a fee of rupees twenty-five.

Effect of registration

1. (1) On the registration of the memorandum of a corporation the Registrar or the officer referred to in sub-section
2. (1) of section 15 shall issue a certificate under his hand in the form in Schedule III that the corporation is incorporated.
3. (2) From the date of incorporation mentioned in the certificate of incorporation, such of the subscribers of the memorandum and other persons, as may from time to time be members of the corporation, shall be a body corporate by the name contained in the memorandum capable forthwith of exercising all the functions of an incorporated corporation, and having perpetual succession and a common seal, but with such liability on the part of its members to contribute to the assets of the corporation in the event of its being wound up as is mentioned in this Act.

A certificate of incorporation given by the Registrar or the officer referred to in sub-section

1. (1) of section 15 in respect of any association shall be conclusive evidence that all the requirements of this Act have been complied with in respect of registration and matters precedent and incidental thereto and that the association is a corporation authorised to be registered and duly registered under this Act.

1. (1) Subject to the provisions of this Act, the memorandum and articles shall, when registered, bind the corporation and the members thereof to the same extent as if they respectively had been signed by the corporation and by each member, and contained covenants on its or his part to observe all the provisions of the memorandum and of the articles.
2. (2) All money payable by any member to the corporation under the memorandum or articles shall be a debt due from him to the corporation.

Notwithstanding anything in the memorandum or articles of a corporation, no member thereof shall be bound by an alteration made in the memorandum or articles after the date on which he became a member, if and so far as the alteration requires him to take or subscribe for more shares than the number held by him at the date on which the alteration is made, or in any way increases his liability as at that date, to contribute to the share capital of, or otherwise to pay money to the corporation :

Amalgamation or division of corporations

1. (1) Any corporation may, with the approval of the Registrar by a special resolution resolve to divide itself into two or more corporations or to amalgamate with any other corporation as a single body provided that each member has fifteen clear days' written notice of the proposals contained in the resolution.
2. (2) The resolution referred to in sub-section
3. (1) shall contain proposals for the amalgamation or as the case may be, of division of assets and liabilities of the corporation and specify the members who will constitute the amalgamated corporation or as the case may be, the new corporations.
4. (3) Any corporation may by a special resolution passed in accordance with sub-section
5. (1) transfer its assets and liabilities to any other corporation which is prepared to accept them : Provided that where any such amalgamation, division or transfer of assets or liabilities involves the transfer of its liabilities by any corporation to any other corporation, three months' notice to the creditors of both or all such corporations shall be given before such resolution is passed : Provided further that if any creditor of any of the corporations concerned objects to the amalgamation, division or transfer of assets or liabilities one month before the date fixed for the amalgamation, division or transfer, the amalgamation, division, or transfer shall not be made until the dues of such creditor have been satisfied.
6. (4) Notwithstanding anything contained in the Transfer of Property Act, 1882, or the Indian Registration Act. 1908, the registration of the memorandum or articles of an amalgamated corporation or new corporations in pursuance of the special resolution passed under sub-section
7. (3) shall be a sufficient conveyance to vest the assets and liabilities of the amalgamating corporations or the original corporation in the amalgamated corporation or the new corporations respectively.

1. (1) The subscribers of the memorandum of a corporation shall be deemed to have agreed to become members of the corporation, and on its registration, shall be entered as members in its register of members.
2. (2) Every other person who agrees to become a member of a corporation and whose name is entered in its register of members, shall be a member of the corporation.
3. (3) In the register of members there shall be entered the following particulars,—
   • (a) the name and address, and the occupation, if any, of each member;
   • (b) the shares held by each member distinguishing each share by its number and the amount paid or agreed to be considered as paid on those shares;
   • (c) the date on which each member was entered in the register as a member ; and
   • (d) the date on which any member ceased to be a member.
4. (4) The register of members shall be prima facie evidence of any matters directed to be inserted or authorised to be inserted therein by this Act.

1. (1) If—
   • (a) the name of any person is, without sufficient cause, entered in or omitted from the register of members of a corporation ; or
   • (b) default is made, or unnecessary delay takes place, in entering on the register the fact of any person having become, or ceased to be, a member, the person aggrieved, or any member of the corporation or the corporation may apply to the Registrar for rectification of the register.
2. (2) The Registrar may either reject the application or order rectification of the register; and in the latter case, may direct the corporation to pay the damages, if any, sustained by any party aggrieved :

Directors

1. (1) Every corporation shall have at least two directors. The directors of a corporation collectively are referred to in this Act as the "Board of directors" or "Board".
2. (2) No body corporate, association or firm shall be appointed director of a corporation, and only an individual shall be so appointed.
3. (3) In default of, and subject to, any regulations in, the articles of a corporation, subscribers to the memorandum who are individuals, shall be deemed to be the directors of the corporation until the directors are duly appointed.
4. (4) Every corporation shall keep at its registered office a register of its directors, containing the name and usual residential address in full, and business or occupation, if any, with respect to each of them.

1. (1) Subject to the provisions of this Act, the Board of directors of a corporation shall be entitled to exercise all such powers, and to do all such acts and things, as the corporation is authorised to exercise and do : Provided that the Board shall not exercise any power or do any act or thing which is directed or required, whether by this or any other Act or by the memorandum or articles of the corporation or otherwise, to be exercised or done by the corporation in general meeting : Provided further that in exercising any such power or doing any such act or thing, the Board shall be subject to the provisions contained in that behalf in this or any other Act, or in the memorandum or articles of the corporation, or in any regulations inconsistent therewith and duly made thereunder, including regulations made by the corporation in general meeting.
2. (2) No regulation made by the corporation in general meeting shall invalidate any prior act of the Board which would have been valid if that regulation had not been made.

The Board of directors of a corporation shall not, except with the consent of the corporation in general meeting,—

1. (a) sell, lease or otherwise dispose of the whole, or substantially the whole, of the undertaking of the corporation, or where the corporation owns more than one undertaking, the whole or substantially the whole, of any such undertaking;
2. (b) remit, or give time for the repayment of, any debt due by a director;
3. (c) invest, otherwise than in trust securities, the sale proceeds resulting from the disposal, after the commencement of this Act, without the consent of the corporation, of any such undertaking as is referred to in clause (a), or of any premises or properties used for any such undertaking and without which it cannot be carried on or can be carried on only with difficulty or only after a considerable time;
4. (d) borrow monies after the commencement of this Act where the monies to be borrowed, together with the monies already borrowed, will exceed ten thousand rupees;
5. (e) contribute, after the commencement of this Act, to charitable and other funds not directly relating to the objects of the corporation or the welfare of its employees, any amounts the aggregate of which will, in any financial year, exceed rupees five thousand.

(1)

1. (a) Every corporation shall, in addition to any other meetings, hold a general meeting which shall be styled its annual general meeting at the intervals and in accordance with the provisions, specified below.
2. (b) The first annual general meeting shall be held by a corporation within twelve months of its incorporation.
3. (c) The next annual general meeting of the corporation shall be held by it within nine months after the expiry of the financial year in which the first annual general meeting was held; and thereafter an annual general meeting shall be held by the corporation within nine months after the expiry of each financial year : Provided that the Registrar may, for any special reason, extend the time within which any annual general meeting (not being the first annual general meeting) shall be held, by a further period not exceeding six months.
4. (d) Except in the case referred to in the foregoing proviso, not more than fifteen months shall elapse between the date of one annual general meeting and that of the next.

1. (2) Every annual general meeting shall be called for a time during business hours, on a day that is not a public holiday, and shall be held either at the registered office of the corporation or at some other place within the city, town or village in which the registered office of the corporation is situate; and the notices calling the meeting shall specify it as the annual general meeting.

1. (1) If default is made in holding an annual general meeting in accordance with section 26, the State Government may, notwithstanding anything in this Act or in the articles of the corporation, on the application of any member of the corporation, call, or direct the calling of, a general meeting of the corporation and give such ancillary or consequential directions as the State Government thinks expedient in relation to the calling, holding and conducting of the meeting. Explanation.—The directions that may be given under this sub-section may include a direction that one member of the corporation present in person or by proxy shall be deemed to constitute a meeting.
2. (2) A general meeting held in pursuance of sub-section
3. (1) shall, subject to any directions of the State Government, be deemed to be an annual general meeting of the corporation.

1. (1) A copy of every resolution to which this section applies shall, within fifteen days after the passing thereof, be printed or type-written and duly certified under the signature of an officer of the corporation and filed with the Registrar who shall record the same.
2. (2) A copy of every such resolution for the time being in force shall be embodied in, or annexed to, every copy of the articles issued after the passing of the resolution.
3. (3) This section shall apply to—
   • (a) special resolutions;
   • (b) resolutions which have been agreed to by all the members of a corporation, but which, if not so agreed to, would not have been effective for their purpose unless they had been passed as special resolutions;
   • (c) resolutions requiring a corporation to be wound up voluntarily passed in pursuance of section 43.

1. (1) Every corporation shall cause minutes of all proceedings of general meetings, and of all proceedings at meetings of its Board of directors or of committees of the Board, to be entered in books kept for that purpose.
2. (2) The minutes of each meeting shall contain a fair and correct summary of the proceedings thereat.
3. (3) All appointments of officers made at any of the meetings aforesaid shall be included in the minutes of the meeting.
4. (4) In the case of a meeting of the Board of directors or of a committee of the Board, the minutes shall also contain—
   • (a) the names of the directors present at the meeting; and
   • (b) in the case of each resolution passed at the meeting, the names of the directors, if any, dissenting from, or not concurring in, the resolution.
5. (5) Nothing contained in sub-sections
6. (1) to
7. (4) shall be deemed to require the inclusion in any such minutes of any matter which, in the opinion of the chairman of the meeting—
   • (a) is, or could reasonably be regarded as, defamatory of any person;
   • (b) is irrelevant or immaterial to the proceedings; or
   • (c) is detrimental to the interests of the corporation. Explanation.—The chairman shall exercise an absolute discretion in regard to the inclusion or non-inclusion of any matter in the minutes on the grounds specified in this sub-section.

Any such minute, if purporting to be signed by the chairman of the meeting at which the proceedings took place or by the chairman of the next succeeding meeting, shall be evidence of the proceedings.

Where minutes of the proceedings of any general meeting of the corporation or of any meeting of its Board of directors or of a committee of the Board have been made and signed in accordance with the provisions of sections 29 and 30 then, until the contrary is proved, the meeting shall be deemed to have been duly called and held, and all proceedings thereat to have duly taken place, and in particular, all appointments of directors or liquidators made at the meeting shall be deemed to be valid.

1. (1) The books containing the minutes of the proceedings of any general meeting of a corporation held after the commencement of this Act, shall—
   • (a) be kept at the registered office of the corporation, and
   • (b) be open, during business hours, to the inspection of any member without charge, subject to such reasonable restrictions as the corporation may, by its articles or in general meeting impose, so however that not less than two

1. (k) to fix the time or times within which creditors shall prove their debts and claims or be included for the benefit of any distribution made before those debts or claims are proved ;
2. (l) to carry on the business of the corporation so far as may be necessary for the beneficial winding up of the same : Provided that no liquidator shall determine the contribution, debt or dues to be recovered from a member or a past member or the representative of a deceased member unless opportunity has been given to such member or past member or to such representative to answer the claim.

1. (1) As soon as the affairs of a corporation are fully wound up, the liquidator shall—
   • (a) make up an account of the winding up, showing how the winding up has been conducted and the property of the corporation has been disposed of, and
   • (b) call a general meeting of the corporation and a meeting of the creditors for the purpose of laying the account before the meetings and giving an explanation thereof.
2. (2) Within one week after the date of the meetings, or if the meetings are not held on the same date, after the date of the latter meeting, the liquidator shall send to the Registrar a copy of the account, and shall make a return to him of the holding of the meetings and of the date or dates on which they were held.
3. (3) On receiving the account and the return the Registrar shall forthwith register them, and on the expiration of three months from their registration the corporation shall be deemed to be dissolved.
4. (4) The manner in which the meetings may be called by the liquidator and the procedure at such meetings shall be such as may be prescribed.

1. (1) If the Registrar, after the affairs of a corporation are investigated under section 63 or on receipt of a special resolution of a corporation resolving that the corporation be wound up by the Registrar, is of opinion that a corporation be wound up he may issue an order directing it to be wound up and when necessary, may appoint a liquidator for the purpose and fix his remuneration.
2. (2) The liquidator appointed under sub-section
3. (1) shall have power, with the sanction of the Registrar, to do all or any of the things specified in section 48.

When the affairs of a corporation for which a liquidator has been appointed under section 50 have been wound up, or, where no liquidator has been appointed after two months from the date of an order under section 50 or, after confirmation of such order in appeal, the Registrar shall make an order cancelling the registration of the corporation, and the corporation shall be deemed to be dissolved from the date of such order.

1. (1) Where, in the course of an investigation under section 63 or the winding up of a corporation it appears that any person who has taken part in the organisation or management of the corporation or any past or present director, member or officer of the corporation has misapplied or retained or become liable or accountable for any money or property of the corporation or has been guilty of misfeasance or breach of trust in relation to the corporation, the Registrar may, on the application of the liquidator or of any creditor or contributory, examine into the conduct of such person and after giving reasonable opportunity to the person concerned to submit his explanation, make an order requiring him to repay or restore the money or property or any part thereof respectively with interest at such rate as the Registrar thinks just or to contribute such sum to the assets of the corporation by way of compensation in regard to the misapplication, retainer, misfeasance or breach of trust as the Registrar thinks just.
2. (2) The Registrar, instead of himself examining into the conduct of any such person under sub-section (1), may by an order in writing authorize any person to examine into the conduct of such person under sub-section (1). The person so authorized shall, after giving such person reasonable opportunity to submit his explanation, report to the Registrar the result of the examination with his recommendations as to what action, if any, the Registrar should take. The Registrar, after considering the report, may make any order which he considers just in the circumstances, and which he could have made under sub-section
3. (1) if he had made the examination himself.
4. (3) For the purpose of sub-section
5. (2) the person authorized shall, subject to the general or special order of the State Government, be a person who is or has held office not lower in rank than that of a Deputy Registrar, a Deputy Collector or a Civil Judge (Senior Division).
6. (4) The Registrar, in making any order under this section, may provide therein for the payment of the costs, or any part thereof, of such examination by such person or persons as he thinks just ; and he may direct that such costs, or any part thereof, shall be paid in the first instance from the funds of the corporation, or from the interest on surplus assets of the corporation dissolved under section 51, as the case may be, and then recovered and repaid to the corporation or credited to the said surplus assets.
7. (5) This section shall apply notwithstanding that the act is one for which the offender may be criminally responsible.

Save in so far as is expressly provided in this Act no civil court shall take cognizance of any matter connected with the winding up or dissolution of a corporation under section 50 or 51 and when a winding up order has been made no suit or other legal proceeding shall lie or be proceeded with against the corporation except by leave of the Registrar and subject to such terms as he may impose.

After all the liabilities including the paid-up share capital of a corporation which is dissolved have been met, the surplus assets shall not be divided amongst its members but they shall be devoted to any object or objects described in the articles of the corporation and when no object is so described to any object of public utility as the Registrar may direct.

The Registrar or the liquidator appointed under section 46 or 50 shall have the power to summon and enforce the attendance of witnesses including the parties interested or any of them and to compel them to give evidence, and compel the production of documents by the same means and as far as possible in the same manner as is provided in the case of a civil court by the Code of Civil Procedure, 1908.

1. (1) An appeal against an order under section 48, 50 or 52 shall lie—
   • (a) if the order is made by the Registrar to the State Government ;
   • (b) if the order is made by any other person to the Registrar, and against such order of the Registrar to the State Government.
2. (2) An appeal under sub-section
3. (1) shall be filed within two months of the date of the communication of the order : Provided that the appellate authority may admit an appeal after the expiry of such period, if the appellant satisfies the appellate authority that he had sufficient cause for not preferring the appeal within such period.

Every order passed by a liquidator under section 48 or 50 or by the Registrar under section 52 or by the Registrar or arbitrators on disputes referred to him or them under clause

1. (g) of section 48 and every order passed in appeals under section 56 shall, if not carried out—
2. (a) on a certificate signed by the Registrar or a liquidator, be deemed to be a decree of a Civil Court and shall be executed in the same manner as a decree of such Court ; or
3. (b) be executed according to the law and under the rules for the time being in force for the recovery of arrears of land revenue, provided that any application for the recovery in such manner of any such sum shall be made to the Collector and shall be accompanied by a certificate signed by the Registrar.

Liability as contributories of present and past members

1. (1) In the event of a corporation being wound up, every present and past member shall be liable to contribute to the assets of the corporation to an amount sufficient for payment of its debts and liabilities and the costs, charges and expenses of the winding up, and for the adjustment of the rights of the contributories among themselves subject to the provisions of section 59 and subject also to the following qualifications, namely :—
   • (a) a past member shall not be liable to contribute if he has ceased to be a member for one year or upwards before the commencement of the winding up ;
   • (b) a past member shall not be liable to contribute in respect of any debt or liability of the corporation contracted after he ceased to be a member ;
   • (c) no past member shall be liable to contribute unless it appears to the liquidator that the present members are unable to satisfy the contributions required to be made by them in pursuance of this Act ;
   • (d) no contribution shall be required from any past or present member exceeding the amount, if any, unpaid on the shares in respect of which he is liable as such member ;
   • (e) in the case of a corporation limited by guarantee, no contribution shall, subject to the provisions of sub-section (2), be required from any past or present member exceeding the amount undertaken to be contributed by him to

For the purpose of any provision in this Act which enacts that an officer of the corporation who is in default shall be liable to any punishment or penalty, whether by way of imprisonment, fine or otherwise, the expression "officer who is in default" means any officer of the corporation who is knowingly guilty of default, non-compliance, failure, refusal or contravention mentioned in that provision, or who knowingly and wilfully authorises or permits such default, non-compliance, failure, refusal or contravention.

If a corporation makes a default in complying with any direction given under clause

1. (b) of section 13, the corporation, and every officer who is in default, shall, on conviction, be punished with fine which may extend to ten rupees for every day during which the default continues.

If any default is made in holding a meeting of the corporation in accordance with section 26, or in complying with any directions of the State Government under sub-section

1. (1) of section 27, the corporation and every officer thereof who is in default, shall, on conviction, be punished with fine which may extend to five hundred rupees.

If any default is made in complying with sub-section

1. (1) or
2. (2) of section 28, the corporation, and every officer thereof who is in default, shall, on conviction, be punished with fine which may extend to five rupees for every day during which the default continues.

If default is made in complying with the provisions of section 29 in respect of any meeting the corporation and every officer thereof who is in default, shall, on conviction, be punished with fine which may extend to twenty-five rupees.

If any inspection required under sub-section

1. (1) of section 32 is refused, or if any copy required under sub-section
2. (2) of that section is not furnished within the time specified therein, the corporation and every officer thereof who is in default, shall, on conviction, be punished with fine which may extend to ten rupees in respect of each offence.

Any director of a corporation who fails to take reasonable steps to secure compliance by the corporation with the requirements of section 33; or who by his own wilful act has been the cause of any default by the corporation thereunder, shall, on conviction, in respect of each such offence be punished with fine which may extend to fifty rupees.

If any director of a corporation fails to take all reasonable steps to comply with the provisions of section 34, he shall, on conviction, be punished with fine which may extend to fifty rupees.

If default is made in complying with the provisions of section 35 the corporation and every officer thereof who is in default, shall, on conviction, be punished with fine which may extend to fifty rupees.

If default is made in complying with the requirements of sub-section

1. (1) or
2. (2) of section 36, the corporation, and every officer thereof who is in default, shall, on conviction, be punished with fine which may extend to fifty rupees.

If any auditor of a corporation makes a report otherwise than in conformity with the requirements of section 38, he shall, if the default is wilful, on conviction, be punished with fine which may extend to two hundred rupees.

If default is made in complying with any of the requirements of section 40, the corporation, and every officer thereof who is in default, shall, on conviction, be punished with fine which may extend to five hundred rupees.

Any director of a corporation who makes a declaration under section 45 without having reasonable grounds for the opinion that the corporation will be able to pay its debts, shall, on conviction, be punished with imprisonment for a term which may extend to six months, or with fine which may extend to five hundred rupees or with both. Explanation.—If the corporation is wound up in pursuance of a resolution passed within a period of five weeks after the making of the declaration, but its debts are not paid or provided for in full within the period specified in the declaration, it shall be presumed, until the contrary is proved, that the director did not have reasonable grounds for his opinion.

If any liquidator fails—

1. (a) to call a general meeting of the corporation or a meeting of the creditors under clause
2. (b) of sub-section

1. (1) of section 49, or
   • (b) to send a copy of the account to the Registrar or to make a return to him of the holding of the meetings under sub-section
2. (2) of that section, he shall, on conviction, be punished with fine, which may extend to one hundred rupees in respect of each such failure.

If any corporation or any person as is referred to in sub-section

1. (2) of section 61 refuses or neglects to furnish the information or explanation required under that sub-section, the corporation and each such person shall, on conviction, be punished with fine which may extend to twenty rupees in respect of each such offence.

If in any return, report, balance sheet, statement or other document required by or for the purposes of any of the provisions of this Act, any person makes a statement—

1. (a) which is false in any material particular, knowing it to be false;
2. (b) which omits any material fact knowing it to be material; he shall, save as otherwise expressly provided in this Act, on conviction, be punished with imprisonment for a term which may extend to two years and shall also be liable to fine which may extend to five hundred rupees.

1. (1) If any officer or employee of a corporation—
   • (a) wrongfully obtains possession of any property of a corporation; or
   • (b) having any such property in his possession, wrongfully withholds it or knowingly applies it to purposes other than those expressed or directed in the articles and authorised by this Act, he shall, on the complaint of the corporation or any creditor or contributory thereof, on conviction, be punished with fine which may extend to five hundred rupees.
2. (2) The Court trying the offence may also order such officer or employee to deliver up or refund, within a time to be fixed by the Court, any such property wrongfully obtained or wrongfully withheld or knowingly misapplied, or in default, to suffer imprisonment for a term which may extend to two years.

Any member of a corporation who shall steal, purloin or embezzle any money or other property, or wilfully and maliciously destroy or injure any property of such corporation, or shall forge any deed, bond, security for money, receipt, or other instrument, whereby the funds of the corporation may be exposed to loss, shall be subject to the like prosecution, and, if convicted, shall be liable to be punished in like manner as any person not a member would be subject and liable to in respect of the like offence.

If any corporation, director or any officer or servant thereof contravenes any of the provisions of this Act for which no penalty is expressly provided herein he shall, on conviction, be liable to a fine which may extend to fifty rupees in respect of each such contravention.

No court shall take cognizance of any offence against this Act, which is alleged to have been committed by any corporation or any officer thereof, except on the complaint in writing of the Registrar, or of a member of the corporation, or of a person authorised by the State Government in that behalf: Provided that nothing in this section shall apply to a prosecution by a corporation of any of its officers. Explanation.—A liquidator of a corporation shall not be deemed to be an officer of the corporation within the meaning of this section.

No Court inferior to that of a Presidency Magistrate or a Magistrate of the first class shall try any offence against this Act.

Notwithstanding anything in the Code of Criminal Procedure, 1898, every offence against this Act shall be deemed to be non-cognizable within the meaning of the said Code.

It shall not be lawful for a corporation to borrow money, to grant loans or to raise loans, by acceptance of deposits, or the issue of debentures, chit funds or the like; provided that a corporation may borrow on the security of its immovable property from such bankers as may be approved by the State Government.

A corporation shall not apply its assets, income or profits, if any, to any purpose other than for the furtherance of its objects.

A corporation shall furnish free of charge on demand to any member thereof a copy or extract of any register or document which it is required by or under this Act to maintain.

The fee for filing or registering any document required to be filed or registered with the Registrar in pursuance of this Act (such fee not being elsewhere in this Act provided) shall be such as may be prescribed.

All sums due from a corporation, or a director or officer or member of a corporation as such to the State Government may be recovered according to the law and under the rules for the time being in force for the recovery of arrears of land revenue.

1. (1) The State Government may, by notification in the Official Gazette, make rules to carry out all or any of the purposes of this Act.
2. (2) In particular and without prejudice to the generality of the foregoing power, such rules may provide for all or any of the following matters, namely:—
   • (a) the manner in which meetings shall be called by the liquidator under section 49 and the procedure to be followed at such meetings;
   • (b) the manner of authenticating copies of reports under sub-section
3. (3) of section 65;
   • (c) any other matter which has to be, or may be prescribed.
4. (3) The power to make rules under this section shall be subject to the condition of previous publication in the Official Gazette.
5. (4) All rules made under this section shall be laid before each House of the Legislature as soon as may be after they are made, and shall be subject to such modifications as the State Legislature may make during the session in which they are so laid or the session immediately following.

On the coming into force of this Act the Indian Companies Act, 1913 (hereinafter called "the Companies Act") in its application to any society or association which is not a trading corporation and whose objects are confined to the [State of Maharashtra] shall stand repealed; and thereupon—

1. (a) any such society or association registered as a company under section 26 of the Companies Act shall be deemed to be a corporation registered under this Act;
2. (b) memorandum and articles of association of such society or association shall, so far as they are not inconsistent with the provisions of this Act, continue in force until altered or rescinded;
3. (c) the registers maintained by such society or association shall be deemed to be registers maintained under this Act;
4. (d) all documents and records filed and maintained in the office of the Registrar for the purposes of the Companies Act in respect of any such society or association shall be transferred to the Registrar appointed under this Act;
5. (e) certified copies of extracts from the registers maintained in the office of the Registrar under the Companies Act in respect of any such society or association shall constitute registers for the purposes of this Act; and
6. (f) any reference to any of the provisions of the Companies Act in any document relating to such society or association shall be construed as a reference to the corresponding provision of this Act.

Nothing contained in section 94 shall affect,—

1. (a) any right, privilege, obligation or liability acquired, accrued or incurred under the Companies Act;
2. (b) any penalty or punishment incurred in respect of any offence committed under the Companies Act;
3. (c) any investigation, legal proceeding or remedy in respect of any such right, privilege, obligation, liability, penalty or punishment as aforesaid; or
4. (d) any winding up proceedings commenced before the coming into force of this Act; and any such investigation, legal proceeding, or remedy may be instituted, continued or enforced and any such penalty or punishment may be imposed and any such winding up proceedings may be continued as if this Act had not been passed: Provided that anything done or any action taken (including any appointment made, notification, order or direction issued, rules or regulations made) under the Companies Act shall, in so far as it is not inconsistent with this Act, be deemed to have been done or taken under the corresponding provisions of this Act and shall continue in force accordingly unless and until superseded by anything done or any action taken under this Act.

The name of the corporation is “ ..............................................................” 2. The registered office of the corporation will be situated at............................in the [State of Maharashtra]. 3. The objects for which the corporation is established are :— ........................................................................................... ........................................................................................... the doing of all such other lawful things as are incidental or conducive to the attainment of the above objects : Provided that the corporation shall not support with its funds, or endeavour to impose on, or procure to be observed by, its members or others, any regulation or restriction which, if an object of the corporation, would make it a Trade Union. 4. The objects of the corporation are confined to the State of Bombay only. 5. (1) The income and property of the corporation, whenever derived shall be applied solely for the promotion of its objects as set forth in this memorandum. (2) No portion of income or property aforesaid shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise by way of profit, to persons who at any time are, or have been members of the corporation or to any one or more of them or to any persons claiming through any one or more of them ; provided that— (a) no remuneration or other benefit in money or money’s worth shall be given by the corporation to any of its members, whether officers or servants of the corporation or not, except payment of out of pocket expenses, reasonable and proper interest on money lent, or reasonable and proper rent on premises let to the corporation ; (b) no member shall be appointed to any office under the corporation which is remunerated by salary, fees or in any other manner not excepted by clause (a) ; (c) nothing in this clause shall prevent the payment by the corporation in good faith of reasonable remuneration to any of its officers or servants (not being members) or to any other person (not being a member) in return for any service actually rendered to the corporation. 6. No alteration shall be made in the memorandum of association or in the articles of association of the corporation which are for the time being in force, except in accordance with the provisions of the Bombay Non-trading Corporations Act, 1959. 7. The [Content continues...] such other corporation having objects similar to the objects of this corporation to be determined by the Registrar appointed under the Bombay Non-trading Corporations Act, 1959. 12. We, the several persons whose names, addresses, descriptions and occupations are hereunto subscribed are desirous of being formed into an association not for profit, in pursuance of this memorandum of association. Names, addresses, descriptions, occupations of the subscribers. 1................................... of................................... * 2................................... of................................... * 3................................... of................................... * 4................................... of................................... * 5................................... of................................... * 6................................... of................................... * 7................................... of................................... * Dated the day of Witness to the above signatures. (*Here enter the " number of shares " taken by each subscriber.)

The articles of association of a corporation may provide for all or any of the following matters, namely :— (a) the number of directors, their qualifications and disqualifications, removal from office and vacation of office by them, filling up of casual vacancies, their retiring age, (b) share capital and voting and other rights attached to the shares, call on and transfer of shares, (c) general, or extraordinary meetings of the corporation and of the board of directors, the length of notice for calling the meetings, the contents and the manner of service of such notice and the procedure to be followed at such meetings.

I hereby certify that*................................................*....................................................... is this day incorporated under the Bombay Non-trading Corporations Act, 1959 (Bom. XXVI of 1959) and that the corporation is limited by shares/ guarantees. Given under my hand at ................................................................ this day .................................................... of ................................................ one thousand nine hundred and ............................... Registrar. • Here enter the name of the corporation.