ACT No. VI. of 1882. PASSED BY THE GOVERNOR-GENERAL OF INDIA IN COUNCIL. (Received the assent of the Governor-General AN ACT FOR THE INCORPORATION, REGULATION WHEREAS it is expedient to amend the law relating Preamble. to the incorporation, regulation and winding-up of Trading Companies and other Associations; It is hereby enacted as follows: PRELIMINARY. 1. This Act may be cited as "The Indian Com- Short title. panies' Act, 1882." It extends to the whole of Local extent. Commence British India: it shall come into force on the first ment. Citation of Act X. of 1866, "Indian Companies Act, 1866," s. 1, and of 25 and 26 Vic., c. 89, the "Companies' Act, 1862," s. 1. "British India," in Act X. of 1866, s. 3, was thus defined-" the territories which are or may become vested in Her Majesty or her successors by the Statute 21 and 22 Vic., c. 106, entitled "An Act for the better government of India." By the "General Clauses Act I. of 1868," s. 2, "British India" shall mean the territories for the time being vested in Her Majesty by the Statute 21 and 22 Vic., c. 195, other than the Settlement of Prince of Wales' Island, Singapore and Malacca. The Straits Settlements ceased to be part of India by 29 and 30 Vic., c. 115. Commencement of Act, cf. s. 2 of the "English Companies' Act, 1862," (25 and 26 Vic., c. 89) and s. 2 of Indian Companies Act X. of 1866,” which came into force on the 1st May 1866 and the 2nd November 1862 respectively. 2. On and from the commencement of this Act, Repeal of the Indian Companies' Act, 1866, shall be repealed. Act. of But such repeal shall not affect— (a) the incorporation of any Company registered under the said Act or any Act thereby repealed; 1866. Interpreta (b) any right or privilege acquired or liability incurred under the said Act or any Act thereby repealed ; (c) Table B in the Schedule annexed to Act No. XIX. of 1857 or any part thereof, so far as the same applies to any Company existing at the time of the commencement of this Act. And all references to the said Indian Companies' Act, 1866, in Acts or Regulations passed before the commencement of this Act shall be read as if made to this Act, and all rules made, fees directed, resolutions passed and other things duly done under the same Act shall be deemed to be respectively made, directed, passed and done under this Act; and all Companies under the same Act shall be deemed to be Companies under this Act. See Sec. 220, "Indian Companies' Act X. of 1866," and Sec. 206, English Companies' Act, 1862," (25 and 26 Vie., c. 39). Section 219 of the "Indian Companies' Act" repealed the Acts specified in the Third Schedule thereto, viz., No. XLIII. of 1850, an Act for the Regulation of Joint Stock Companies; No. XIX. of 1857, an Act for the Incorporation and Regulation of Joint Stock Companies and other Associations either with or without limited liability of the members thereof; and No. VII. of 1860, an Act to enable Joint Stock Banking Companies to be formed on the principle of limited liability. (c) The regulations contained in Table B in the Schedule to Act XIX. of 1857 will, therefore, continue to apply to those Companies to which they applied before 1st May 1882. See Sec. 221, post. For Table B in the Schedule to Act XIX. of 1857, see post Appendix. The corresponding sections in the Act of 1866 (s. 220) and the English Act of 1862 (s. 206) further provided that no repeal should affect anything duly done under any Acts thereby repealed. . . . or any penalty, forfeiture, or other punishment incurred in respect of any offence against any Act by those Acts respectively repealed. Such a clause is now unnecessary under the provisions of Sec. 6 of Act I. of 1868, General Clauses Act. As to the effect of Sec. 6 of the General Clauses Act, the following cases may be referred to:-Imp. v. Dilgour Misser, I. L. R. 2 Calc. 225; Imp. v. Malna, ibid., 1 All. 599; Re Ratansi Kalianji, ibid., 2 Bom. 148; Ranjit Singh v. Meherban Koer, ibid., 3 Cale. 662; Syed M. Hossein v. Haji Abdullah, ibid., 3 Calc. 727. a clear Where the law is altered while an action is pending, the law as it existed when the action was commenced must decide the rights of the parties; unless the Legislature by the language used show intention to vary the mutual relations of such parties. Guzerat Trading Co. v. Trikamji Velji, 3 Bom. H. C. O. C. J. 45. For the historical sketch of the law relating to Companies see Lindley on Partnership, 4th ed. p. 5 et seqq. 3. In this Act, unless there be something repugtion-clause. nant in the subject or context, "Insurance Company" means a Company that "Insurance carries on the business of insurance either solely or Company." in common with any other business or businesses; "Court" means the principal civil Court of origi- "Court." nal jurisdiction in a district, and includes the High Court in the exercise of its ordinary original civil jurisdiction; "District Court" means the principal civil Court "District of original jurisdiction in a district, but does not Court." include the High Court in the exercise of its ordinary original civil jurisdiction. Sec. 3, "English Companies' Act (25 and 26 Vic., c. 89),. 1862," which merely defined "Insurance Company." Sec. 3, "Indian Companies' Act X. of 1866.” The doubts as to what was an Insurance Company raised by the deci- "Insurance sions in London Monetary Co. v. Smith, 3 H. and N. 543; 27 L. J. Company." Ex. 479; and The London and Provincial Provident Society v. Ashton, 12 C. B. (N. S.) 709; 11 W. R. 152, were removed by this section. Buckley, 4th ed., p. 1; Shelford on Companies, 2nd ed., 177. 9966 66 'Court," District Court as in Sec. 3, Indian Companies' Act, 1866," by which section" year" and "months" and also " Local Government" and High Court" were further defined, but such definitions are now provided for by the "General Clauses Act I. of 1868," Sec. 2, clauses 4, 10 and 11. ships exceed 4. No Company, Association or Partnership con- Prohibition sisting of more than ten persons shall be formed for of partnerthe purpose of carrying on the business of banking, ing certam unless it is registered as a Company under this Act, number. or is formed in pursuance of an Act of Parliament or some other Act of the Governor-General in Council, or by royal charter or Letters Patent; and no Company, Association or Partnership consisting of more than twenty persons shall be formed for the purpose of carrying on any other business that has for its object the acquisition of gain by the Company, Association or Partnership, or by the individual members thereof, unless it is registered as a Company under this Act, or is formed in pursuance of some other Act or of Letters Patent. Sec. 4, "English Companies' Art (25 and 26 Vic., c. 89), 1862," verbatim so far as is material, and Sec. 4, "Indiau Companies' Act X. of 1866," verbatim. Cf. Act XIX. of 1857, ss. 1, 2. This section makes Companies which are formed after the commencement of the Act, and required hereby to register, illegal, unless registered'. As to the application of this Act to Companies registered under the Joint Stock Companies' Act XIX. of 1857 or VII. of 1860-see Part VI. post. "Gain." "The individual of." As to Companies authorized to register under this Act-see Part VII, post. And as to the application of this Act to unregistered Companies-see Part VIII., post. As to the meaning of "an association, &c., of more than twenty persons for gain "within the above section-see Smith v. Anderson, 15 Ch. Div. 247, where Sykes v. Beadon, 11 Ch. D 170, was disapproved and the words" Company, Association and Partnership" discussed. See further IN RE The Padstow Total Loss and Collision Assurance Association, 20 Ch. Div. 137; 51 L. J Ch. Div. 344, where it was held upon the petition of an assignee of a member's claim that the diminution of a loss was "gain" within the meaning of this section, and that although the business of the Association had not for its object the acquisition of gain by the Association, it had for its object the acquisition of gain by the individual members; that as it consisted of more than twenty members and was not registered, its formation was forbidden by Sec. 4; and the Court could not recognise it as having any legal existence, and the order which had been made for winding it up was discharged; and Jennings v. Hammond, 9 Q. B. D. 225, where it was held that a promissory note given by a member of a Society which was illegal under Sec. 4 of the Companies' Act, 1862, to the trustee of the Society to secure a sum of money advanced to such member under the rules of the Society was invalid, and no action could be maintained thereon. In Shaw v. Benson, 11 Q. B. Div. 563, IN RE Padstow & Co. was followed and Jennings v. Hammond approved. In The Guzerat Trading Co. v. Trikamji Velji, 3 Bom. H. C. O. C. J. 45, a suit. was filed on the 28th April 1866 by a Joint Stock Company, after registration, to recover damages for breach of a contract made with the defendants before registration, and it was held (by Couch, C. J., and Arnould, J., aflirming the decree of Sargent, J.) that the contract was illegal under Sec. 2 of Act XIX. of 1857, and the plaintiffs could not sue upon it. See also Mancherji Sorabji v. C. N. Cama, 3 Bom. H. C. O. C. J. 159. An association of artizans for the purpose of enhancing the price of their work by bringing all the business of the trade into one shop and dividing the prices of the work done amongst the members according to their skill, is an association that has for its object the acquisition of gain, and if consisting of more than twenty members must be registered. Bhikaji Sabaji v. Bapu Saju, I. L. R. 1 Bom. 550. But that a company cannot allege its own illegality as a defence, and whether in some instances an illegal association may be wound up upon the petition of a bona fide creditor, and even upon that of a contributory, see Buckley, 4th ed, p. 4. "Formed," see Shaw v. Simmons, 12 Q. B. D., 117. "The insertion of the words by the individual members thereof' was members there- occasioned by the decisions in The Queen v. Whitmarsh, 15 Q. B. 600; 19 L. J., Q. B. 469, and Bear v. Bromley, 18 Q. B. 371; 21 L. J., Q. B. 354, which have been called to our attention. It was held in these cases, before the Companies' Act, that the Companies which came before the Court were not Companies which had the acquisition of gain to the individual members for their object, and the statutes were so worded as to be less extensive in cases such as we have now to deal with, and therefore those words were put in to get rid of these cases.' Per Lindley, L. J., IN RE Padstow, Sc., Association, 5] L. J. Ch. Div. at p. 352 and 20 Ch. Div. at p. 149. Division of 5. This Act is divided into nine Parts, relating to the following subject-matters: The first Part-to the constitution and incorporation of Companies and Associations under this Act; |