The company register of members includes names, addresses, occupations, if any etc. Any person name is insert in the company register members are also considered as members. He may not own the shares which are shown in his name in the register of members of rectification. On the contrary, a person, whose name is not entered in the register of members. It is not considered as company members even though he may have done everything to allow him to be put on the register members. Inequity may, hence result from such deletion or commission.
Rectification of members
The companies act 1956 consults powers on the company law board to order conversion or company register members. If an application is created by or an indignant person has:
- Where the name of a person is without adequate reasons, entered in the company register of members.
- Where his name, having been started, is removed without decent reasons
- Where choice is made or useless delay takes place in entering in the register of members.
- This may follow where a person has transferred his shares concurring to law. The company either rejects or delays registration of transfer in the transferee’s name.
- The application should be followed by bank draft indicating payment of application fee of Rs.500
The company law board while assigning with the application for rectification of register may change hearing the groups either decline the application or direct for rectification of the register having a direction to the company to pay changes. If any, retained by the person disturbed.
The company law board may on any application under section 111(4) choose not only the title of any person, but also any question which is compulsory or useful to be determined in relation with the application.
Closing of register of members
A company providing not less than 7 days previous notice by advertisement in some newspaper distributing in the district in which the company registration office is locate. Close the register of debenture holders or register of members for any term or periods is not exceeding 45 days.
If the debenture holders or register of members is closed without offering the notice given in sub-section 1. The conditions included in section 154 is free and not compulsory. The section has application only when a company needs to close its register members.
The power in this clause is expected for company advantage in order to allow the register members brought up to date for the reason of calculating bonus and dividend. So, if the register of member is closed, the company is required to create few entries during the term of closure.
Foreign Register
A company which has a share capital or which has provided debentures may, if approved by its articles, retain in any state or country outside India.
If usual is made in following with the needs of sub-section (2). Every officer and the company is pay Rs.500 for their punishment.
A foreign register is included in the bit of the company’s major register. It should be kept in the aforesaid way as the major register.
A duplicate of such register should be continued at the registration office in Bangalore. The complete entries made in the foreign register and it should be created in the duplicate register at the registration office.
Preservation of Registers, etc.
The companies rules 1966 manage the preservation and disposal of registers which the registered companies under the companies act 1956 are need to keep:
Register of members starting from the date of company registration is constant and is not to be spoiled at any point of time.
Index and register of debenture holders should be maintained for 15 years till after the conversion of the debentures.
All annual returns copies are provided under section 159 and 160 and the entire documents copies are need to be joined for 8 years. The ROC may by request in writing on rule 3 through any company to maintain any of the above registers and documents after the term mentioned for remembrance.
No Notice of Trust
The shares are sometimes are maintain in trust. For Example, shares of which A is the actual owner may be registered by him in the name of B. In the case of A is the beneficial owner and B is the trustee. B holds the shares in trust for A.
Power of central government to investigate into the ownership of shares
Sometimes, the company registered holder may be a nominee for some other person, who actually owns the shares. This allows persons, who in fact control a company, to hide their real status from the shareholders.
Declaration by persons not holding beneficial interest in any share
The major point of section 247 and 248 which allow the government to consider the ownership of the shares of the companies is to know the benami shareholding. So, these clauses verified ineffective in this regard.
Sub-section (2) of the section made it compulsory for any person who, after 1st February 1975, held beneficial interest in a share or class of shares in a registration company or there is a beneficial interest in the company shares.
Sub-section (5) specifies penalty for non-compliance of the foregoing conditions of section 187C that may increase to Rs.1000 for all days.
The companies (statement of beneficial interest in shares) rule, 1975 has specified three forms.
Form 1: it is need to be registered by the holder of shares
Form 2: it is to be registered by the financial owner of the shares.
Form 3: it is the return to be registered by the company with the ROC.
It would be seen that sections 153B and 187C need the companies to take notice of the trusts and show the names of the benami shareholders in the register of members when a statement is create to the company effectively negates the condition of section 153 which need the companies not to take the notice of any trust.
Corporate Membership Rights
Company members have few rights which can be used by members together with by means of democratic process. Normally, the majority of members are specified. Corporate rights are the rights which is approved by each member and exercises by majority at general body meetings. This contains the principle of submission by all members to will the most offered which the practiced in giving with the law. The members have certain rights and their registration and all other process are placed in the register office in Bangalore.
So, the majority becomes repressive or is defendant of misdirection of the company affairs. An section 399 confers right is not less than 100 company members or not less than 1/10 of the total number of members.