. Miss N.J., a minor, applied for registration in her naml’

Problem 1. Miss N.J., a minor, applied for registration in her naml’ of 10,000 fully paid-up equity shares in the company through her rathel’ and natural

guardian Sh. A.KJ., The appellant had bought these shares from one

Shri “M.KJ. The transfel”Or Shl’i. M.KJ. and the trnnsferee, the minor Miss”

N.J. through her father and natural guardian Sh. A.KJ. executed the necessary tmnsfer deed which was presented to the company for regish’ation of the

transfer of shares. Can the Board of Dh-ectors refuse to register the transfer of shares on the plea that the transferee is a minor?

Solution. No. The Company Law Board in its decision in Nandita Jaill Vs. Benllet Coleman alld Co. Ltd. has observed that registration of a transfer of

shares in the name of a minor, acting through hisher guardian especially where the shares are fully paid-up cannot be refused on the ground of the

transferee being a minor.

Exchange Management Act, 1999, but in tile event of a war

with his country, he becomes an alien enemy and his rights as a member’ of the company are suspended.

7. Trustee. A ‘trustee’ is a person who holds the shares for the benefit of another person. A trustee can be a member in his own name, and not as a

trustee for another’s. This is so because his name will appear in the register of members and the company will not register the fact that the

In the case of a Private Company Joint holders are treated a. a sing).:: member (S.::ction 3 (i) (ili)].

shares are held on behalf of another. Thus, a trustee will be a member in his individual capacity and wiII be responsible for making the payment of calls

due on the shares held by him (Section 153).

8. Insolvent. An insolvent may be a member of a company. So long as his name appears in tlle register of members, he is a member and is entitled to vote

even though his shares vest in tlle Official Assignee or Receiver [Morgan Vs. Gray. (1953) Ch. 83].

Central Government or by any State Government or Governments

It has also been provided that a licensed company (a company registered u/s 25 i.e. oot for profit) shall not be required to have a minimum paid up of Rs. 5 lakh.
The minimum number of members required to form a public company is seven.D. Government Companies [Sec. 617). A Government company is one in which not less than 51 per cent of the paid up share capital is held by the Central Government or by any State Government or Governments or partly by the Central Government and partly by one or more State Governments includes a company which is a subsidiary of a government company as thus defined.The provisions of the Companies Act are also applicable to the Government companies as they apply to any other company except the provisions of Sections 618, 619 and 619A which specially deal with the Government companies. The Central Government may, however, exempt a Government company by notification in the official Gazette, from the application of any provisions of the Companies Act.E. Foreign Companies [Sec. 591). A toreign company means a company incorporated outside India but having a place of business in India. The important
provisions relating to foreign companies are contained in Sees. 591 to 602 of the Companies Act.
F. Licensed Companies or Companies not for Profit [Sec. 25). Sec. 25 pertains to licensed companies. Limited compares formed and registered for promoting religion, charity, art, commerce, science, or any other useful object and which intend to apply its profit for promoting their objects are termed as non-profit making companies. Such companies are prohibited from declaring dividends to its members. Before such companies are registered they are to
obtain a license from the Central Government. The Central Government may, by licence, direct that such association be registered as limited company without the words' limited' 'or 'private limited' to its name. On registration, it enjoys certain exemptions and privileges over other companies.The licence of such a company may at any time be revoked by the Central Government of the basic condition of the licence are contravened after providing an opportunity of being heard, subsequent to which the Registrar shall put the word 'limited' or 'private limited' to its name and exemptions and privileges shall come to an end. Such companies may be public or private companies and mayor IT.ay not have share capital. In case, they have a share
capital they are exempted from complying with the requirement of minimum paid up shine capital of Rs. 1 lakh (i!! case of a private company) or Rs. 5 lakh (in case of a public company).

The Central Government is charged with the overall responsibility

The Central Government is charged with the overall responsibility for the administration and enforcement of the Companies Act Machinery for
Administration of Companies Act 1956. . It acts through the Department of Company Affairs which forms part of the Ministry of Law, Justice and Company
Affairs. For the purpose of administration of the company law, the following
agencies have been provided under the Act
1. Company Law Board,
2. Registrar of Companies; and
3. Advisory Comlnittee.
1. Company Law Board. It is a statutory body set up in February 1964 to look aer the day to day administration of the Companies Act. It exercises and
discharges such powers and functions as may be confined on it by the Central Government under The Companies Act or under any other law. Before
1991, the Board was subject to the control of the Central Government in exercise of its powers and discharge of its functions. Now, the Company Law
Board was made an independent body by the Companies (Amendment) Act 1988, with effect from 31 st May 1991. It is now a quasi judicial body and is
authorised to regulate its own procedure and act in its own discretion. It has framed the Company Law Board Regulations, 1991 for regulating the
proceedings before it. The Central Government by a notification in the official Gazette, shall appoint such number of members not exceeding nine, one of
whom shall be the chairn13n of the Board. Members shall possess such qualification ande experience as may be prescribed and may be appointed for
such period (not 'xceedingthree years) as may be specified in the notification. The Board nay, by order in writing form one or more benches from among
its members and authorise each such bench to exercise and discharge such of its powers and functions as may be specified in the order.
There is a provision of filing of an appeal in the Companies Act against the decision of the Company Law Board. Any aggrieved party may file an appeal
against the decision of the Board with the High Court within 60 days from the receipt of the decision, on any question of law.