Cap. 168 Art. 149Exemption of private company from requirements of article 145, etc.

(1) A private company shall be excepted from the requirements imposed by article 145 if, but only if -

(a) the conditions mentioned in the next following sub-

article are satisfied at the date of the return and have been satisfied at all times since the commencement of been satisfied as aforesaid: Provided that if at any time it is shown that the said conditions are then satisfied in the case of a private company, the Judge of the Civil Court, First Hall, may, on the application of the company and after hearing any of the directors of the company and the Registrar, direct that, in relation to any subsequent annual returns of the company, it shall not be necessary for the said conditions to have been satisfied before that time, and the certificates sent with those returns shall in that event relate only to the period since that time.

(2) The said conditions are:

(a) that the number of persons holding debentures of the company is not more than fifty; and

(b) that no body corporate is the holder of, or has any interest in, any shares or debentures of the company or is a director of the company, and neither the company nor any of the directors is party or privy to an arrangement whereby the policy of the company is capable of being determined by persons other than the directors, members or debenture holders thereof.

(3) For the purposes of this article -

(a) shares held by another private company which is itself excepted under this article shall not disqualify a company from being also so excepted if, taking all the following companies together, that is to say -

(i) the company whose exemption is in question (hereinafter referred to as the "relevant company");

(ii) any company holding shares to which this paragraph has to be applied in determining the relevant company’s right to be excepted as aforesaid; and

(iii) any further company taken into account for the purposes of this paragraph in determining the right to be so excepted of any company holding any such shares as aforesaid, the total number of persons holding shares in those companies is not more than fifty, the companies themselves being disregarded;

(b) any interest of the company itself in any of its shares or debentures shall be disregarded;

(c) where two or more persons hold one or more shares in or debentures of a company jointly, they shall be treated as a single member or person.

(4) A company with respect to which the conditions mentioned of article 127(a) and of article 141 (1)(ii) and (iii).

Dissolution and winding up