Referring to the provisions of Companies Act, 2013 and the Rules made thereunder, explain, with reasons, whether the following persons are members of a company: (i) Ananya subscribed to the Articles of Association of a p

i) According to Section 2(55) of Companies Act, a person can acquire the membership of a company, inter alia, by subscribing to the Memorandum of Association of a company and shall be deemed to have agreed to become a member of the company on its registration. In this case Ananya is not a member of the company because the company never came into existence as the certificate of registration was denied by the Registrar of Companies. It is also strange that Articles of a proposed company contain the subscription clause. It is generally the practice to include the subscription clause in the Memorandum of Association of the Company. ii) According to Section 11 of Indian Contracts Act, 1872, only a person who is competent to contract can become a member of a company, As Anand, aged 12 is obviously a minor, he is incompetent to enter into a contract and hence cannot become a member of the company. In this case, the Register of Members of the company maintained u/s 88 of the Act in Form MGT-1 needs to be rectified. iii) The provision to section 56(1) of the Companies Act, 2013, provides that where the instrument of transfer has been lost or the instrument of transfer has not been delivered within the prescribed period (within 60 days from the date of execution of the instrument of transfer), the company may register the transfer on such terms as to indemnity as the Board may think fit. The Board of the company should be satisfied that the instrument of transfer signed by or on behalf of the transferor and by or on behalf of the transferee has been lost. The proof may be in the form of an affidavit from the transferor or the transferee and supported by the purchase or sale note of the broker and the registration receipt issued by the postal authorities. In addition, the Board can take an indemnity in such terms as it may think fit to safeguard its position and after that company may register the transfer. Since the share certificates and the share transfer form sent by Amal never reached the company due to loss in postal transit, Vimal continues to be member of the company. Amal has to prove to the company that he is the genuine purchaser of the shares from Vimal and also give satisfactory evidence of loss of documents in postal transit before the shares can be transferred to him. iv) According to Section 2(55) of the Companies Act, 2013, every person who agrees to become a member of a company and whose name is entered in its Register of Members shall be a member of the company. However, according to Section 11 of Indian Contracts Act, 1872, only a person who is competent to contract can become a member of a company, As Ashok has been declared as a bankrupt by the competent Court, he is no more sui juris. Hence, the shares held by Ashok will be transferred to the Bankruptcy Trustee appointed u/s 125 of Insolvency and Bankruptcy Code, 2016 on the order of NCLT u/s 126 as part of the Bankruptcy Estate u/s 155 of the Code. An insolvent may be a member of a company as long as he is on the register of members. He is entitled to vote, but he loses all beneficial interest in the shares and company will pay dividend on his shares to the Official Assignee. v) A debenture holder is a creditor to the company. A debenture holder is not a member of the company. Even when the company defaults on the payment of interest or the repayment of the debenture principal amount, the relationship between the debenture holder and the company is one of creditor-debtor only. Hence, Arpita is not a member of the company.