Directions of Central Government Powers to Call for Annual General Meeting.

A default is made in holding a general meeting annually in accordance with section 166, the Central Government may anything contained in this Act notwithstanding or in the company articles. Any company member application, call or direct, a general company meeting, or the direct calling of, a company general meeting and give ancillary directions or consequential as the Central Government thinks in relation to the calling expedition, holding and conducting of the meeting.

Explanation: The directions that are given under this subsection may include a direction that present one company member in person or by proxy shall be regarded to constitute a meeting.

  1. Default Penalty in Complying with Section 166 or 167.

Default is made in holding the company meeting in accordance with section 166, or in complying of the Central government with any directions, as the case under sub-section (1) of section 167, every company and the officer who is in default, shall be punishable with fine which may extend to {fifty} thousand rupees and in the case of continuing default, with a further fine which may exceeds everyday two thousand five hundred after the first during which such default continues.

  1. Tribunal Power to Meeting Order to be called.

For any reason it is not practicable to call the company meeting, other than an annual general meeting in which the meetings of the company may be called in any manner, or to hold, or conduct the company meeting prescribed in the manner by this Act or the Tribunal may or the articles, either of its own motion or on any company director application, or of any company member who would be entitled to vote at the meeting.

A, Company meeting order may be conducted, called and held in such manner as the Tribunal thinks fit; and

B, Give such ancillary or directions which is consequential as the Tribunal thinks expedient including modifying directions or in relation supplementing to the conducting, calling or holding of the meeting, the provisions operations of this Act and of the company articles.

Explanation:- The given directions under this subsection may include a direction that one member of the company present in person or by proxy shall be considered to constitute a meeting.

2, Any meeting held, called and conducted in accordance with an order shall, for all purposes be regarded to be the company meeting duly conducted, called and held.

Dividends and manner and payment thereof

205A. Dividend Unpaid to be Transferred to Special Dividend Account.

After the Commencement Act of companies, 1974(41 of 1974) a dividend has been initialized by the company but that has not been paid, or claimed, within thirteen days from the date of declaration to any shareholder entitled to the dividend payment, the company shall, within seven days from the expiry date of the period of thirty days said, to a special account to be opened by the company in any scheduled bank behalf, to be called “ Unpaid Dividend Account of — Company Limited/Company (Private) Limited”.

Explanation:- In this, the term “dividend which remains without paid “ means by the warrant dividend in respect thereof has not been encashed or which has otherwise not been paid or claimed.

  1. Where any dividend part or the whole, before the Companies commencement (Amendment)Act, 1974 declared by the company 1974 (41 of 1974 ), at such commencement remains unpaid, the company shall, from such commencement within six months period, transfer such unpaid amount referred in the sub-section(1) to the account.
  2. Owing to inadequacy or absence of profits in any year, any company agreed to mention dividend out of the accumulated profits in previous years which the company earned and transferred by it to the reserves, such dividend declaration shall not be made except in accordance with such rules as may be made by the central Government in this behalf and where any such declaration with such rules is not in such respect, such declaration shall not be made except with the previous Central government approval.
  3. Defaults is made in the whole amount transferring referred to in sub-section (1) or any part thereof to the dividend account unpaid of the concerned company, the company shall pay, from such interest, default date, on so much of the amount as not been transferred to the amount which has been told, at the rate of twelve per cent per annum and the interest accruing on such amount to the company members benefits shall enure to the remaining amount unpaid to them in proportion.
  4. Any money transferred to the unpaid dividend company account of this section in pursuance which remains unclaimed or unpaid for seven years period from such transfer date shall be transferred by the company fund established under sub-section (1) of section 205C.
  5. The company shall when making under sub-section(5) any transfer to the fund established under section 205C dividend unclaimed or any paid, furnish to such authority or as the Central Government Committee may appoint in this behalf a statement in the prescribed form in respect of all sums from setting forth in such transfer in respects of every sums included, the nature of the names, the sums and the person last known entitled addresses to the sum received, the amount to which each person is entitled and the claimed nature thereto and prescribed other particulars.
  6. The company shall be entitled from the authority to a receipt or committee under sub-section (4) of section 205 C for any money transferred by it to the fund and such a receipt shall be an effectual company discharge in respect thereof.

8, If a company fails to comply with any of this section requirement, every officer and the company who is in default, shall be punishable with the fine that may exceed for every day to five thousand rupees during which the failure continues.

205B Unclaimed Payment or Unpaid dividend.

Person state to be entitled to any money transferred under sub-section (5) of the section 205 A to the general revenue account of the central government, may apply to the Central Government for an order for claimed money payment; and the Central Government may, if satisfied whether on a company certificate or otherwise that such person is entitled to the whole or any part of the claimed money, make a payment order to sum of that person after taking due to him such security from him as it may think fit.

Provided that contained in this section without anything shall apply to claim any person to be entitled to money transferred to the fund referred to in section 205C on and after the Companies commencement (Amendment) Act, 1999.

  1. The Central Government can establish the education Investor a fund to be called and Protection Fund (hereafter referred to as the “Fund” in this section).
  2. There will be the Fund credited to the following rupees, namely:-
  3. The amount of the unpaid dividend companies account.
  4. The application sums of money for any securities allotment received by companies and due for the refund.
  5. Companies matured deposits.
  6. Companies matured debentures.
  7. The amounts on the interest accrued referred to in clauses (a) to (d);
  8. Grants and donations were given to the fund by the Central government, State government, any other institutions or company for the purposes of funds.
  9. The interest received and the other income made from the fund out of the investments.

Protection fund Establishment and Investor Education

Provided that without such amount referred to in clauses (a) to (d) shall form unless the Fund part such amounts have unclaimed remained and seven years period from the date unpaid they became payment due.


  1. Doubts Removal, it is mentioned hereby that without claims shall lie against the fund or the individual amounts of the company in respect which was unclaimed and unpaid for a seven years period from the dates that they became payment first due and the payment shall be made in any such claims respect.
  2.  The funds shall be used for investor’s awareness promotion and interest’s protection of investors in accordance with such prescribed rules.
  3. The Central government shall, in the Official Gazette notification, specify an authority or committee as the central government with such members as the Central Government may appoint to administer the fund and other relevant records in relation to the fund in such form with the Comptroller in consultation as may be prescribed and Auditor-General of India.
  4. It shall be the committee competent or the appointing authority under sub-section (4) to the amount spend out of the Fund for carrying out the objects for which the Fund that has been established.



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