The KERALA NON-TRADING COMPANIES ACT, 1961

ACT  42 OF 1961
THE KERALA NON-TRADING COMPANIES ACT, 1961*
An Act to provide for the incorporation, regulation and winding up of companies,
other than trading corporations (including banking, insurance and financial
corporations), with objects confined to the State of Kerala. 
  Preamble.—WHEREAS it is expedi ent to provide for the incorporation,
regulation and winding up of companies, other than trading corporations
(including banking, insurance and financial corporations), with objects
confined to the State of Kerala;
BE it enacted in the Twelfth Year of the Republic of India as
follows:— 
1. Short title, extent and commencement.—(1) This Act may be called
the Kerala Non-trading Companies Act, 1961.
(2) It extends to the whole of the State of Kerala.
(3) It shall come into force on such date as the Government may,
by notification in the Gazette, appoint.1
2. Definitions.— In this Act and in the Companies Act, 1956 (Central 
Act 1 of 1956), as applied to the State of Kerala by section 3, unless the 
*Received the assent of the Governor on the 22nd day of December, 1961 and published in the Kerala
Gazette Extraordinary dated 26th December, 1961. 
1 w.e.f. 01.03.1962(vide S.R.O. Notification No. 3310/A4/62/ID dated 26.02.1962.
context otherwise requires,—
(1)  “company”  means  a  company,  other  than  a  trading
corporation (including banking, insurance and financial corporations),
with objects confined to the State of Kerala formed and registered
under the Companies Act, 1956 (Central Act 1 of 1956), as modified by
this Act, or an existing company as defined in clause (2);
(2) “existing company” means a company, other than a trading
corporation (including banking, insurance and financial corporations),
with objects confined to the State of Kerala formed and registered
under any of the companies laws, specified below:—
(i) Any Act or Acts relating to companies in force before the
Indian Companies Act, 1866 (10 of 1866) and repealed by that
Act;
(ii) The Indian Companies Act, 1866 (10 of 1866);
(iii) The Indian companies Act, 1882 (6 of 1882);
(iv) The Indian Companies Act, 1913 (7 of 1913);
(v) The Registration of Transferred Companies Ordinance, 1942
(54 of 1942);
(vi) The Travancore Companies Act, 1114 (IX of 1114);
(vii) The Cochin Companies Act, 1120 (XI of 1120);
(viii)  The  Companies  Act,  1956  (1  of  1956),  before  the
commencement of this Act;
(3) “Registrar” means the Inspector General of Registration for the
State of Kerala or such other officer as the Government may, by
notification in the Gazette, appoint to be the Registrar for purposes of
this Act.
3.  Application of the Companies Act, 1956 (Central Act 1 of 1956)
to non-trading companies with objects confined to the State of Kerala. —
The Companies Act, 1956 (Central Act 1 of 1956), in so far as it is the
law relating to companies, other than trading corporations (including
banking, insurance and financial corporations), with objects not confined
to one State, shall, mutatis mutandis  and subject to the modifications
specified in the Schedule to this Act, be applicable to the State of
Kerala, and shall be the law relating to companies, other than trading
corporations (including banking, insurance and financial corporations),
with objects confined to the State of Kerala.
4. Provision relating to existing companies.— Every existing company
with its registered office in any place in the State of Kerala shall be
deemed to be registered under the Companies Act, 1956 (Central Act 1 of
1956), as applied to the State of Kerala by section 3, and shall be
governed by the said Act, accordingly.
5. Validation of registration of non-trading companies under Central
Act 1 of 1956 .—  Every company  other than a trading corporation
(including banking, insurance and financial corporations), with objects
confined to the State of Kerala, registered before the commencement of
this Act under the Companies Act, 1956 (Central Act 1 of 1956), shall be
deemed to have been validly and lawfully registered as if the said Act,
in so far as it relates to such companies, had been passed by the State
Legislature.
6. Transfer of records relating to existing companies to Registrar.—
On the commencement of this Act, the records relating to existing
companies in the offices of Registrars appointed under the Companies
Act, 1956 (Central Act 1 of 1956), shall be transferred to the office of
the Registrar referred to in clause (3) of section 2 and shall thereafter
be maintained in that office.
7.  Construction of Companies Act as applied to the State .— Any
court may construe the provisions of the Companies Act, 1956 (Central
Act 1 of 1956), as applied by section 3, with such modifications not
affecting the substance thereof as may be necessary or proper, in order
to adapt them to the matters before the Court.
8. Repeal  .— The Travancore Companies Act, 1114 (IX of 1114), the
Cochin Companies Act, 1120 (XI of 1120), and the Indian Companies Act,
1913 (Central Act 7 of 1913), as in force in the Malabar district referred
to in sub-section (2) of section 5 of the States Reorganisation Act, 1956
(Central Act 37 of 1956), in so far as they relate to companies, other
than trading corporations, with objects confined to one State, are hereby
repealed.
THE SCHEDULE
(See section 3)
MODIFICATIONS
(1) References to “the Central Government”, and “Government”
where  it  refers  to  the  Central  Government  shall  be
construed as references to the Government of Kerala.
(2) References to “Parliament” shall be construed as references
to the Kerala State Legislature.
(3)  References  to  “the  Comptroller  and  Auditor-General  of
India” shall be construed as references to the Accountant-
General, Kerala.
(4) In section 1, sub sections (2) and (3) shall be omitted.
(5) In section 2, clauses (10), (16) and (40) shall be omitted.
(6) In section 3,—
(i) in sub-section (1), clauses (i) and (ii) shall be omitted;
(ii) sub-section (2) shall be omitted.
(7) Parts X and XI shall be omitted.
(8) In section 643—
(a) in sub-section (1),—
(i) for the words “The Supreme Court after consulting the
High Courts”, the words “The High Court” shall be
substituted;
(ii) in sub-clause (i) of clause (b), for the words “in High
Courts”,  the  words  “in  the  High  Court”  shall  be
substituted;
(b) in sub-section (2), for the words “the Supreme Court”, the
words “the High Court” shall be substituted;
(c) for sub-section (3), the following sub-section shall be
substituted, namely:—
“(3)  Until  rules  are  made  by  the  High  Court  as
aforesaid all rules on the matters referred to in this section in
force at the commencement of this Act shall continue to be in
force in so far as they are not inconsistent with the provisions of
this Act in the High Court and in courts subordinate thereto”.
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