Archive for June 2009


1. The memorandum of every company shall state:
· The name of the company with Limited (for a Public limited company) and with Private Limited (for a Private Limited company) as the last word   .
· The state in which the registered office of the company is to be situated.
· The main objects of the company and the incidental or ancillary objects.
· Other objects of the company.
· In the case of companies, with objects not confined to one state, the state to whose territories the objects extend.
· The memorandum of a company limited by shares or by guarantee shall also state that the liability of its members is limited.
· The memorandum shall also state the amount of share capital with which the company is to be registered and the division there of into shares of a fixed amount.  No subscriber of the memorandum shall take less than one share and each subscriber of the memorandum shall write opposite to his name the number of shares he takes.

2.The memorandum shall be printed, be divided into paragraphs and be signed by each subscriber with his address, description and occupation in the presence of atleast one witness.

3. A company may by special resolution alter the provisions of its memorandum so as to change the place of its registered office from one state to another or with respect to the objects of the company. Alteration of memorandum relating to change of place of registered office from one state to another shall be confirmed by the Central Government. The special resolution passed by the company shall be filed with the registrar of companies, within one month from the date of such resolution. The certified copy of the order from the Central Government confirming the alteration shall be filed before the registrar within three months from the date of the order along with the altered memorandum. Registrar shall within one month certify the registration of the alteration.

4. For a company to change the place of its registered office from one place to another within a state, such change has to be confirmed by Regional Director. Once the change is confirmed by the Regional Director, the company shall file a certified copy of the confirmation given by the Regional Director together with a printed copy of altered memorandum before the registrar of the company. Thereafter the registrar of company shall register the said change.    


The Karnataka Industrial Establishments (National & Festivals Holidays) Act, 1963 and the rules there under provide for holidays for shops, commercial establishments, factories, plantations etc in Karnataka.

As per this Act, every employee shall be given a holiday on 26th January, 15th August and 2nd October. Apart from this, the employees are entitled for seven other holidays for other festivals, a list of which are mentioned in the Schedule attached to the Act. In addition all the establishments shall give holidays to their employees on 1st May and 1st November.
However this rule is not applicable to undertakings owned or controlled by the Government of India.  In addition to this every employee whose name is included in the electoral roll of the constituency, where an election to the Legislative Assembly is held, shall be allowed a day’s paid holiday to enable him to exercise his franchise.
Every employer shall display a list of national and festival holidays entitled to his employees in the form of a statement in a conspicuous place in the establishment.  In addition to this every establishment shall remain closed for one day of the week which is available to the employee as a weekly holiday.


As per the Karnataka Shops and Establishment Act, 1961 and the rules there under, there are certain prohibitions and restrictions in employing children, young persons and women in Shops and Establishments in Karnataka. As per this Act, a child is defined as a person who has not completed his 14th year. Similarly a young person is defined as a person who has completed his 14th year but not yet completed 18th year.
The Act prohibits the employment of children in any establishment. If anyone contravenes this provision, he shall be punishable with imprisonment for a term which shall not be less than three months and which may extend to six months or with a fine which shall not be less than Rs. 10,000/- but which may extend to Rs.20,000/- or with both.
The Act also prohibits the employment of women or young persons during nights. If anybody contravenes this provision they are liable to punishment similar to punishment for child labor as mentioned above. State Government is empowered to exempt establishments of IT and ITES from the provisions relating to employment of women during night. The Government may impose conditions that such establishments which employ women during night time shall provide the facilities of transportation and security to such women employees. For the purpose of this act, night means a period of at least twelve consecutive hours, which shall include an interval between 8 pm to 6 am.
Every employer who intends to seek exemption to engage women employees during night shift shall make an application to the Commissioner for Labor or the Deputy Labor Commissioner having jurisdiction, with the list of women employees willing to work in night shifts. There shall be at least five women employees in one night shift.    


Every employee in shops and establishments in Karnataka is entitled for annual leave with wages, calculated at the rate of one day for every twenty days work performed by him. 

In addition to this, every employee shall, during the first twelve months of continuous service and during every subsequent twelve months of such service, also be entitled to leave with wages for a maximum period of twelve days. This leave can be availed on the ground of any sickness incurred or accident sustained by the employee or for any other reasonable cause. 

The annual leave with wages for which an employee is entitled may be carried forward to the next year in case he has not utilized it during a year. However, the total number of leave days carried forward shall not exceed a maximum of thirty days.  

An employee can at any time apply in writing to the manager of the establishment to avail the annual leave. However he shall apply minimum ten days prior the date on which he wishes his leave to begin. However this minimum period of ten days is not applicable in case of medical leaves. 

For the leave allowed to an employee, he shall be paid wages at a rate equal to the daily average of his total full time earnings for the day on which he worked, during the month immediately preceding his leave. The number of times, a leave may be taken by an employee during an year shall not exceed three.