Company-Forfeiture of shares-Necessity of due notice-Application by shareholder to rectify register-Long delay Acquiescence, waiver and laches-Abandonment of right to question validity of forfeiture-Application for rectification of register-Limitation Limitation Act, 1908, Arts. 48, 49, 120,181, applicability of Companies Act, 1913, ss. 38, 247.
A private limited company of which G and S were the only two members owned 5,000 shares in a Mill. The company did not pay the calls and the 5,000 shares held by them were forfeited on the 5th September, 1941, and re-allotted to other persons on the 16th November. Notice of the forfeiture was sent to the company on the 10th September but this was returned undelivered. In the meantime the company was struck off the Register under s. 247 of the Companies Act with effect from 9th September. On the application of S the company was restored to the Register and an Official Receiver was appointed on 16th February, 1945, to wind it up. On the 5th March, 1946, the Official Receiver took out a summons calling upon all parties to show cause why the share register of the Mills should not be rectified by restoring the name of the company to the register in respect of the 5,000 shares, as the forfeiture thereof was invalid.
(ii) Whatever be the effect of mere waiver, acquiescence or laches on the part of a person on his claim to equitable remedy to enforce his- rights under an executory contract, mere waiver, acquiescence or laches which does, not amount to an abandonment of his right or to an estoppel against him, cannot disentitle that person from claiming relief in equity in respect of his executed interests.
Prendergast v. Turton ([18411 62 E.R. 807), Clarke and Chapman v. Hart ( 6 H.L.C. 632), Jones v. North Vancouver Land and Improvement Co. ( A.C. 317) explained. Garden Gully United Quartz Mining Company v. Hugh Mclister ( 1 App. Cas. 39) relied on.
(iii) There was no evidence in the case of any conduct on the part of S or G subsequent to the date of forfeiture and anterior to the Mills changing its position to its detriment, upon which a plea of abandonment of the right to challenge the forfeiture could be based. Smith, Stone and Knight v. Birmingham Corporation ( 4 All E.R. 116) distinguished.
(iv) On a proper construction of the statements made by the counsel, the form of the order to which the counsel had agreed could not be challenged by the Mills.
(v) The application was not governed by Arts. 48 or 49 of the Limitation Act as a claim for rectification of the register simpliciter does not necessarily involve a claim for the return of the share scrips and there was no prayer in the ease for return of the scrips.
(vi) Article 181 applies only to applications under the Civil Procedure Code, and even if the said article was applicable, time began to run under the article only from the date on which the company knew of the forfeiture of the shares; and as the company bad no knowledge until 9th September, 1941, when it became defunct, and the company came to life again only on 16th February, 1945, knowledge could not be imputed to the company before the latter date and the application was therefore not barred under Art. 181.
(vii) If Art. 181 does not apply the only article that could apply was Art. 120 and even under that article the application was not barred. Hansraj Gupta v. Official Liquidators, Dehra Dun, Mussoorie Electric Tramway Co. ( 60 I.A. 13), Hurdutrai Jagdish Prasad v. Official Assignee of Calcutta ( 52 C.W.N. 343) approved. Asmatali Sharif v. Mujahar Ali Sardar ( 52 C.W.N. 64) and Sarvamangal Dasi v. Paritosh Kumar Das (A.I.R. 1952 Cal. 689) doubted. BOSE J.-Waiver and abandonment are in their primary con-text unilateral sets and except where statutory or other limitations intervene unilateral acts in themselves cannot effect a change in legal status. Consequently it is fundamental that 353 abandonment and waiver cannot unilaterally bring about a change in legal status in the absence of either a statutory mandate or an act of acceptance, express or implied by another person. There is also a fundamental difference between executed and executory interests in this connection. A man who has a vested interest and in whom the legal title lies does hot, and cannot, lose that title by mere laches, or mere standing by or even by saying that he has abandoned his right, unless there is something more, namely inducing another party by his words or conduct to believe the truth of that statement and to act upon it to his detriment, that is to say, unless there is an estoppel, pure and simple. It is only in such a case that the right can be lost by what is loosely called abandonment or waiver, but even then it is not the aban-donment or waiver as such which deprives him of his title but the estoppel which prevents him from asserting that his interest in the shares has not been legally extinguished, that is to say, which prevents him from asserting that the legal forms which in law bring about the extinguishment of his interest and pass the title which resides in him to another, were not duly observed.
CIVIL APPELLATE JURISDICTION: Civil Appeal No. 3 of 1951., Appeal from the Judgment and Order dated March 11, 1949, of the High Court of Judicature at Madras (Satyanarayana Rao and Viswanatha Sastri JJ.) in Original Side Appeal No. 3 of 1947, &rising out of the Judgment and Order dated November 15, 1946, of Clark J. and made in the exercise of the Ordinary Original Civil Jurisdiction of the High Court in Application No. 599 of 1946. M. C. Setalvad (Attorney -General for India) (A. Balasubramanian, with him) for the appellant. N. Baja Gopala Iyengar for the respondent. 1952. December 9. The Judgment of Mehr Chand Mahajan, Das and Ghulam Hasan JJ. was delivered by Das J. Vivian Bose J. delivered a separate Judgment. DAS J.-This appeal arises out of an application made by the Official Receiver representing Sha Mulchand & Company Ltd. (in liquidation) under section 38 of the Indian Companies Act for rectification of the register of the Jawahar Mills Ltd. Sha Mulchand & Company Ltd. (hereinafter referred to as " the Company") was incorporated in 354 1937 as a private limited company. At all material times it consisted of two members,. T. V. T. Govindaraju Chettiar and K. N. Sundara Ayyar. The Jawahar Mills Ltd. (hereinafter called " the Mills") was also incorporated in 1937 with an authorised capital of Rs. 10,00,000 divided into one lac shares of Rs. 10 each. The Company was the managing agent of the Mills from its inception and applied for and was allotted 5,000 ten-rupee shares Nos. 1.5048 to 20047 on which Rs. 5 per share had been paid. The Company continued to act as the managing agent of the Mills till the 30th June, 1939, on which date it resigned the managing agency. Prior to the Company's resignation the two members of the Company had entered into an agreement with one M. A. Palaniappa Chettiar, a partner of the incoming managing agency firm, up on certain terms which need not be referred to in greater detail. Within two months after the change of managing agents, the Mills made two calls, namely, one on the 22nd August, 1939, for Rs. 2 per share payable on the 1st October, 1939, and the other on the 1st October, 1939, for Rs. 3 payable, on the 1st December, 1939.
The Company did not pay either of the calls. On the 23rd January, 1940, Govindaraju Chettiar was adjudged insolvent on the application of Sundara Ayyar. This insolvency of Govindaraju Chettiar was eventually annulled in 1944. During this period Govindaraju Chettiar, in law', ceased to be a director of the Company, although it is alleged that he nevertheless continued to take part in the management of the Company. By a resolution of the Board of Directors of the Mills passed on the 12th August, 1940, the new managing agents were empowered to give notices to such persons as had not paid the allotment money and the call money within the date fixed and to intimate them that in default their shares would be' forfeited. A notice was issued on the 16th September, 1940, and two copies thereof are said to have been sent to Sundara Ayyar and Govindaraju Chettiar. 355 No payment having been made, the 5,000 shares held by the Company were forfeited by a resolution of the Board of Directors of the Mills. The auditor of the Mills having pointed out that the purported forfeiture was irregular and illegal, this forfeiture was cancelled. By a resolution passed by circulation on the 26th February, 1941, the Board of Directors of the Mills resolved that a notice be sent to the Company informing it that it was in arrears with calls to the extent of Rs. 25,000, that the amount must be paid on or before the 31st March, 1941, and that, in default, its shares would be forfeited. A notice dated the 15th March, 1941, was accordingly addressed to the Company and sent by registered post with acknowledgment due.
It appears that the notice was actually posted on the 17th March, 1941, and was received by Govindaraju Chettiar on the 20th March, 1941. The Company did not pay the arrears of calls. On the 5th September, 1941, the Board of Directors of the Mills resolved that " the 5,000 shares Nos. 15048-20047 standing in the name of the Company have been forfeited." On the 10th September, 1941, the Mills wrote a letter to the Company informing the latter that the Directors of the Mills bad at their meeting held on the 5th September, 1941, forfeited the 5,000 shares. There is no dispute that this letter which was sent by registered post was returned undelivered. On the 1st October, 1941, an entry was made in the share ledger of the Mills recording that the 5,000 shares of the Company had been forfeited. On the 16th November, 1941, these 5,000 shares were reallotted to 14 different persons and on the 17th November, 1941, a letter was sent to the Company intimating that the forfeited shares had been reallotted and calling upon the Company to send back to the Mills all the shares to the Company. In the meantime on the 26th August, 1941, by an order made by the Registrar of Joint Stock Companies the Company was struck off the register of companies under section 247 356 of the Indian Companies Act. This order of 'the Registrar was published in the Official Gazette on the 9th September, 1941, i.e., four days after the shares were forfeited and one day before the notice intimating the fact of forfeiture was sent in a registered cover which was, however, returned undelivered. Under section 247 (5) of the Indian Companies Act the Company stood dissolved on and from the date of such publication. The Mills having come to know of the dissolution of the Company applied to the High Court (O.P. No. 10 of 1942) praying that the name of the Company be restored to the register of companies and that after such restoration was duly advertised the Company be wound up by the Court.
A similar application was made on the 11th December, 1941, by the Income-tax authorities (O.P. No. 11 of 1942). On the 23rd February, 1942, Sundara Ayyar filed an affidavit contending, amongst other things that the Directors of the Mills had no power to forfeit the shares. On the 2nd April, 1942, however, O.P. No. 10 of 1942 was compromised, and the Mills received Rs. 11,000 from Sundara Ayyar in full satisfaction of their -claim against the Company. On the 25th June, 1942, O.P. No. 11 of 1942 was also compromised and Sundara Ayyar paid up the claim of the Income-tax authorities. The two petitions for restoration of the Company were accordingly dropped. On the 27th June, 1942, Sundara Ayyar filed a suit against the Mills and others including Palaniappa Chettiar claiming a declaration that the forfeiture by the Mills of the 5,000 shares was illegal and inoperative and directing the Mills to pay to the plaintiff and the third defendant representing the estate of Govindaraju Chettiar the value of the forfeited shares with dividend or interest thereon and directing Palaniappa Chettiar to pay the plaintiff and the third defendant the sum of Rs. 25,000. This suit was dis-missed on the 17th November, 1943, on the ground that Sundara Ayyar, who was only a member of the dissolved Company, had no locus standi and could 357 have no relief personally. Sundara Ayyar filed an appeal therefrom which was dismissed as against the Mills but the case was remanded to the trial Court for the trial of his claim as against the fourth defendant, Palaniappa Chettiar. During the pendency of Sundara Ayyar's appeal he on the 12th August, 1944, filed O.P. No. 199 of 1944 for the restoration of the Company. On that application an order was made on the 16th February, 1945, that the name of the Company be restored to the register of companies, that the Company be deemed to have continued in existence as if its name had never been struck off, that such restoration be advertised and that the Company be wound up by the Court and the Official Receiver do forthwith take charge of the assets and liabilities of the Company. It was further ordered that the Official Receiver do recognise that as between the Mills and the Company, the Mills should be regarded as having been duly paid only Rs. 11,000 out of the total debt of Rs. 25,550 due' to the Mills. By an order made on the 21st January, 1946, leave was given to the Official Receiver to take appropriate steps regarding the 5,000 shares purported to have been forfeited by the Mills. Accordingly on the 5th March, 1946, the Official Receiver, in the name of the Company, took out the present summons calling upon all parties concerned to show cause why the share register of the Mills should not be rectified by restoring the name of the Company to the said register in respect of 5,000 shares numbering 15048-20047 and why such other alternative or consequential relief should not be granted to the applicant as might be just and necessary in the circumstances of the case.
The Mills contended, in opposition to that application, that the shares had been properly forfeited, that the Company was, on the principles of estoppel, acquiescence and laches, precluded from challenging the forfeiture, that the application was barred by limitation and that the shares having already been allotted to other persons, who had not been made 358 parties to the application, order for rectification of the register in respect of those shares could be made. The summons came up for hearing before Mr. Justice Clark. The learned Judge, by his judgment dated the 15th November, 1946, held that the notice dated the 15th March, 1941, which was posted on the 17th March, 1941, and delivered on the 20th March 1941, and on which the resolution of forfeiture passed on the 5th September, 1941, was founded, was not in conformity with the provisions of articles 29 and 30 of the articles of association of the Company which required 14 clear days' notice. The learned judge further held that the plea of estoppel, acquiescence and laches was untenable, that article 49 of the Limitation Act did not apply either expressly or by way of analogy to the present application and that article 120, which prescribed a period of six years from the date when the right to sue accrued, would, by analogy, apply to the present proceedings and that so applied the present proceedings must be held to be within time. Having disposed of the controversy on the above points it remained to consider the form of the order which could properly be made on the application. It is quite clear that the specific shares having already been allotted to 14 different persons and those persons not being then before the Court, the Court could not then and there direct rectification of the register by restoring the name of the Company to the share register of the Mills in respect of those -identical shares.
There was nevertheless nothing to prevent the Court even at that stage to give notice of the application to the persons to whom the shares had been reallotted and/or those who were holding the shares at the time and after thus adding them as parties thereto to make the appropriate order of rectification and, if thought fit, to also award damages to the Company. There were, however, 16,000 shares of Rs. 10 each yet unissued. After discussing the matter with learned advocates on both sides to which, discussion a reference will be made hereafter the 359 learned Judge, in the belief that the advocates for the parties had agreed as to the form of the order, directed that the Mills do rectify their register by inserting the name of the applicant Company as owner of 5,000 shares out of the unissued shares of Rs. 10 each and that on such insertion the Company do on or before the 15th January, 1947, pay to the Mills Rs. 25,000, being the amount of calls in arrears.
Pursuant to further directions given by the learned Judge on the 7th January, 1947, the Mills on the 10th January, 1947, received Rs. 25,000 and allotted 5,000 shares. Although the Mills thus acted upon the order they, nevertheless, on the 6th February, 1947, filed an appeal against the order. That appeal came up for hearing before a Bench consisting of Satyanarayana Rao and Viswanatha Sastri JJ. It was not disputed before the appeal Court that the forfeiture was invalid, but the contentions urged were that by reason of the irregularity the forfeiture was only voidable and not void and that as the forfeiture was only voidable it was open to the Company to waive or abandon its right to dispute the validity of the forfeiture and that in fact, by its conduct, it had done so, that the claim to rectify the register was barred by limitation and that in any event rectification was impossible because the shares were not available in specie, the same having been reallotted to other persons. The learned Judges by their judgment dated the 11th March 1949, held that the- forfeiture was invalid, that the application was not barred by limitation for it was covered by article 120 of the Limitation Act. The learned Judges recognised that where a period of limitation was prescribed for a suit or a proceeding mere delay was no bar unless it was of such a character as would lead to an inference of abandonment of the right or unless it: was established that the person against whom the action or proceeding was instituted was actually prejudiced by reason of such delay. The learned Judges agreed with the 47 360 trial Court that no plea of acquiescence, waiver or estoppels had been established in the present case. The learned Judges, nevertheless, thought that the question of abandonment of the right and prejudice to the appellant by reason of the delay stood on a different footing. Then after referring to certain conduct on the part of Govindaraju Chettiar and Sundara Ayyar the learned Judges concluded that by reason of the long delay in reviving the Company and in taking proceedings under section 38 of the Indian Companies Act the Mills had been induced to put themselves in a situation in which it became impossible for them to restore the Company to the register in respect of those 5,000 shares and that in view of this conduct, if the applicants were Govindaraju Chettiar and Sundara Ayyar, it would have been a case in which relief would have been refused in the light of the principles which the learned Judges deduced from the judicial decisions referred to by them. Then referring to the decision in Smith, Stone & Knight v. Birmingham Corporation (1) and certain text books the learned Judges took the view that it was too late in the day to adhere to the strict formalism laid down in Salomon's case (2) and that as the tendency of modern decisions was to lift the veil of corporate personality and disregard the corporate form, the conduct of its only two members had disentitled the company from claiming the relief of rectification. The learned Judges further held that there was no legal basis on which the form of the order could be supported. On reading the judgment of the trial Judge and after hearing the senior advocate appearing for the Mills the learned Judges felt unable to agree that the learned advocate had agreed to the substitution of, the 6,000 out of the unissued shares for the 5,000 forfeited shares. The resilt was that the appeal was allowed and the order of the trial Judge was set aside. The Company by its Official Receiver has now come up before this Court with leave granted by the High Court (1) (1939) 4 All E. R. 116. (2)  A. C. 22. 361 under sections 109 and 110 of the Code of Civil Procedure. The appeal Court, it will be observed, reversed the decision of the trial Judge and decided the appeal against the Company on two grounds only, namely, (1) that the Company had by the conduct of its two members abandoned its right to challenge the forfeiture, and (2) that the form of the order could not be supported as one validly made under section 38 of the Indian Companies Act. The learned AttorneyGeneral, appearing in support of this appeal, has assailed the soundness of both these grounds. The learned Attorney-General contends, not without considerable force, that having, in agreement with the trial Coury, held that no plea of acquiescence, waiver or estoppel had been established in this case, the appeal Court should not have allowed the Mills to raise the question of abandonment of right by the Company, inasmuch as no such plea of abandon- ment had been raised either in the Mills' affidavit in opposition to the Company's application or in the Mills grounds of appeal before the High Court. Apart from this, the appeal Court permitted the Mills to make out a plea of abandonment of right by the Company ,as distinct from the pleas of waiver, acquiescence and estoppel and sought to derive support for this new plea from the well known cases of Prendergast v. Turton(1), Clark & Chapman v. Hart(2) and Jones v. North Vancouver Land and Improvement, Co.(3). A perusal of the relevant facts set out in the several reports and the respective judgments in the above cases will clearly indicate that apart from the fact that some of them related to collieries which were treated on a special footing, those cases were really cases relating to waiver or acquiescence or estoppel. Indeed in Clarke's case (2) while Lord Chelms- ford referred to the decision in Prendergast's case(1) as a case of abandonment of right, Lord Wensleydale read it as an instance of acquiescence and estoppel. Unilateral act or conduct of a person, (1) 62 E.R. 807. (3)  A.C. 317. (2) 6 H.L.C. 632; 10 E.R. I443. 362 that is to sky act or conduct of one person which is not relied upon by another person to his detriment, is nothing more than mere waiver, acquiescence or laches, while act or conduct of a person amounting to an abandonment of his right and inducing another person to change his position to his detriment certainly raises the bar of estoppel. Therefore, it is not intelligible how, having held that no plea of waiver, acquiescence or estoppel had been established in this case, the appeal Court could, nevertheless, proceed to give relief to the Mills on the plea of abandonment by the Company of its rights. If the facts on record were not sufficient to sustain the plea of waiver, acquiescence or estoppel, as hold by both the Courts, we are unable to see how a plea of abandonment of right which is an,aggravated, form of waiver, acquiescence or laches and akin to estoppels could be sustained on the self-same facts. Further, whatever be the effect of mere waiver, acquiescence or laches on the part of a person on his claim to equitable remedy to enforce his rights under an executory contract, it is quite clear, on the authorities, that mere waiver, acquiescence or laches which does not amount to an abandon- ment of his right or to an estoppel -against him cannot disentitle that person from claiming relief in equity in respect of his executed and not merely executory interest. See per Lord Chelmsford in Clarke's case (1) at page 657. Indeed, it has been held in The Garden Gully United Quartz Mining Company v. Hugh McLister(2) that mere laches does not disentitle the holder of shares to equitable relief against an invalid declaration of forfeiture. Sir Barnes Peacook in delivering the judgment of the Privy Council observed at pages 56-67 as follows:- There is no evidence sufficient to induce their Lordships to hold that the conduct of the plaintiff did amount to an abandonment of his shares, or of his interest therein, or estop him from averring that he continued to be the proprietor of them. There certainly is no evidence to justify such a conclusion (1) 6 H.L.C. 632: 10 E.R. 1443. (2) L. R.1 App. Cas. 39. 363 with regard to his conduct subsequent to the advertisement of the 30th of May, 1869. In this case, as 'In that of Prendergast v. Turton(1), the plaintiff's interest was executed. In other words, he had a legal interest in his shares and did not require a declaration of trust or the assistance of a Court of Equity to create in him an interest in them. Mere laches would not, therefore, disentitle him to equitable relief:, Clarke and Chapman v. Hart(2). It was upon the ground of abandonment, and not upon that of mare laches, that Prendergast v. Turton(1) was decided." Two things are thus clear, namely, (1) that abandonment of right is much more than mere waiver, acquiescence or laches and is something akin to estoppel if not estoppels itself, and (2) that mere waiver, acquiescence or laches which is short of abandonment of right or estoppel does not disentitle the holder of shares who has a vested interest in the shares from challenging the validity of the purported forfeiture of those shares. In view of the decision of the Courts below that no case of waiver, acquiescence, laches or estoppel has been established in this case it is impossible to hold that the principles deducible from the judicial decisions relied upon by the appeal Court have disentitled the Company to relief in this case. The matter does not rest even here. Assuming., but not conceding, that the principle of piercing the veil of corporate personality referred to in Smith, Stone & Knight v. The Birmingham Corporation (3) can at all be applied to the facts of the present case so as to enable the Court to impute the acts or conduct of Govindaraju Chettiar and Sundara Ayyar to the Company, we have yet to inquire whether those acts or conduct do establish such abandonment of rights as would, according to the decisions, disentitle the plaintiff from questioning the validity of the purported declaration of forfeiture. There can be 'no question that the abandonment, if any, must be inferred from acts or conduct of the Company as such' or, on the above principles, of its two members subsequent to (1) 62 E.R. 807. (3) (1939) 4 All E.R. 116. (2) 6 H.L.C. 632: 10 E.R. I443. 364 the date of the forfeiture, for it is the right to challenge the forfeiture that is said to have been abandoned. 'In order to give rise to an estoppel against the Company, such acts or conduct amounting to abandonment must be anterior to the Mills' changing its-position to its detriment. The resolution for forfeiture was passed on the 6th September, 1941. The five thousand forfeited shares were allotted to 14 persons on-the 16th November, 1941, and it is such ,allotment that made it impossible for the Mill& to give them back to the Company.
In order, therefore, to sustain a plea of abandonment of right or estoppel, it must be shown that the Company or either of its two members had done some act and/or had been guilty of some conduct between the 6th September, 1941, and the 16th November, 1941. No such act or conduct during such period has been or can be pointed out. On being pressed advocate for the Mills refers us to the conduct of Sundara Ayyar in opposing O.P. No. 10'of 1942 filed by the Mills and O.P. No. 11 of 1942 by the Income-tax authorities for restoring the Company to the register of companies and it is submitted that such conduct indicates that Sundara Ayyar had accepted the validity of the forfeiture. This was long after the Mills had reallotted the forfeited shares. Further, a perusal of paragraph 9 of the affidavit in opposition filed by Sundara Ayyar in O.P. No. 10 of 1942 will clearly show that he not only did not accept the forfeiture as valid but actually repudiated such forfeiture as wholly beyond the competence of the Board of Directors of the Mills. The reason for opposing the restoration of the Company may well have been -that Sundara Ayyar desired, at all cost, to avoid his eventual personal liability as a shareholder and director of the Company. In any case, Sundara Ayyar did make it clear that he challenged the validity of the purported forfeiture of shares by the Mills and in this respect this case falls clearly within the decision in Clarke's case (1) relied upon by the appeal Court.
The only other conduct of Sundara Ayyar relied on by learned advocate for the Mills in (1) 6 H.L.C. 632; 10 E.R. 1443. 365 support of the appeal Court's decision on this point is that Sundara Ayyar proceeded with his suit against Palaniappa Chettiar even after his suit as well as his appeal had been dismissed as against the Mills. In that suit Sundara. Ayyar sued the Mills as well as Govindaraju Chettiar and the Official Receiver of Salem representing the latter's estate and Palaniappa Chettiar. In the plaint itself the validity of the forfeiture was challenged. The claim against Palani- appa Chettiar was in the alternative and it was founded on the agreement of the 30th June, 1939. The suit was dismissed as against the Mills only on the technical ground that Sundara Ayyar had no locus standi to maintain the suit. The contention of the Company that the forfeiture was invalid and the claim for rectification of the share register of the Mills by restoring the name of the Company cannot possibly have been affected by this decision. Sundara Ayyar's claim against Palaniappa Chettiar was based on the agreement of 1939 and it was formulated as an alternative personal claim. In view of the clear allegation in the plaint that the forfeiture was invalid and not binding on the Company, the continuation of the suit by Sundara Ayyar to enforce his personal claim against Palaniappa Chettiar cannot be regarded as an abandonment by Sundara Ayyar of the right of the Company. It must not be overlooked that the Company stood dissolved on that date and Sundara Ayyar had no authority to do anything on behalf of the Company. In our opinion there is no evidence of abandonment of the Company's right to challenge the validity of the purported forfeiture.
" He seems to have &greed only as an alternative that if all his contentions were overruled and the learned Judge thought that notwithstanding the difficulty in the way of granting the relief for rectification the applicant company should be restored to the register, the only shares available being the 16,000 shares of Rs. 10 each unissued, the applicant company could be recognised as a shareholder in respect of 5,000 out of those shares " It is quite clear from the judgment of the trial Court, paragraph 5 of the junior advocate's affidavit and the statement of the learned senior advocate as recorded by the appeal Court that the agreement was solely and simply as to the specific form of the order, without prejudice to the Mills' right to challenge the correctness of the findings of the trial Court on the material -issues. In other words, all that learned advocate for the Mills desired to guard himself against was that the agreement should not preclude the Mills from preferring an appeal against the decision of the learned Judge on the merits. The reservation was as to the right of appeal challenging the findings on the merits and the agreement was only as to the form of the order. This limited agreement certainly implied that the Mills agreed to be bound by the order only if the Mills failed in their appeal on the merits' In short, the consent covered only the form of the order and nothing else so that if the Mills succeeded in their appeal the order would go, although advocate has agreed to its form but that if the Mills failed in their contention as to the correctness of the findings of the learned trial Court on the 369 different questions on merits it would no longer be open to them to challenge the order only on the ground of the form of the order.
(1) (1867) L.R. 2 Ch. App. 321.
apply by analogy is article 120 and the application is also within time. In either view this application cannot be thrown out as barred by limitation. The result, therefore, is that this appeal must succeed. We set aside the judgment and decree of the High Court in appeal-and restore the order of the trial Court. The appellant will be entitled to the costs of the appeal in the High Court as well as in this Court.
(3).That there is no sufficient ground for estoppel in this case is shown by the facts set out in the judgment of my learned brothers. I agree that the appeal must succeed.
Agent for the appellant: S. Subramaniam.
Agent for the respondent: M. S. E. Aiyangar.
Companies Act Case Law Pranab Kumar Pal Vs M/s. LTZ. Investment Pvt. Ltd.


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Home » Blog » Violating Employment Laws Now has Higher Penalties. Again.
Those employers who are not in compliance with the law will soon be facing stiffer penalties. Companies in violation will feel the cost of inflation because, for the second time in six months, the federal government has increased fines as outlined under the Federal Civil Penalties Inflation Adjustment Act.
According to a recent article in HR Dive, the Occupational Safety and Health Administration (OSHA) and the Department of Labor are increasing the cost of violations of the FLSA or Fair Labor Standards Act's minimum wage and overtime rules. These violations will increase from $1,894 to $1,925. Companies in violation of the Family Medical Leave Act (FMLA) posting requirements will increase from $163 to $166 per offense. FLSA violations were previously increased by more than $1,000 for violations when previously the cost per violation only received a $110 fine on average.
For safety and health violations, OSHA will raise the fine from $12,471 to $12,675. For those companies who are repeat offenders, fines have risen from $70,000 to a whopping $124,709.
The federal government is hoping that these sharp spikes in fines will be a wake-up call to employers and help them to realize that violations will significantly hit their bottom line.
Making sure that your company is in compliance with federal labor and workplace safety laws can be confusing. There are also the various state, county and local laws to consider. These can lead to even further frustration for both you and your workers because these rules and regulations are changing on a nearly constant basis.
Following the law shouldn't have to mean a major headache for you and your small to medium–sized company. At NetPEO, we know the law and we can help you navigate through the all of the necessary compliance standards.
NetPEO is a part of a network of companies that offers HR outsourcing and Employee Leasing Services and can help you manage payroll, employee benefits and all aspects of worker compensation. NetPEO and our alliance partners are committed to helping companies with all of their human resource needs.
Give us a call today to schedule an appointment and find out how we can help you fill all of your HR needs.


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Dallmann Bay – zatoka między wyspami Brabant Island a Antwerpią w Archipelagu Palmera, połączona Cieśniną Gerlache'a z Schollaert Channel.

Odkryta i pobieżnie skartowana w 1874 roku przez Eduarda Dallmanna (1830–1896), kierownika niemieckiej ekspedycji antarktycznej w latach 1873–1874. Zbadana w latach 1903–1905 i 1908–1910 i sfotografowana w latach 1956–57.

Przypisy

Zatoki Antarktydy

redpajama_set_name: RedPajamaWikipedia


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TCU defeats Southeastern Louisiana, 38-17
TCU defeated Southeastern Louisiana 38-17 in its first home game on Saturday to improve to 1-1 on the season.
After struggling to gain separation from Southeastern in the first half, the Frogs took control in the third quarter, scoring on their first two drives to make the score 31-14. Trevone Boykin started at quarterback in the second half for Casey Pachall, who left the game in the second quarter with an apparent left arm injury.
Boykin completed nine out of 13 passes for 133 yards and two touchdowns, including a 27-yard strike to WR Josh Doctson and a 9-yard screen to Nebraska transfer RB Aaron Green. B.J. Catalon led the team in rushing with 59 yards and a touchdown.
The defense had difficulties stopping Southeastern QB Bryan Bennett in the first half, but rebounded in the second half. The quarterback gained only 34 rushing yards after halftime, compared to 70 yards and a rushing touchdown in the first half.
TCU has made no official statement on the nature or severity of Pachall's injury. DT Chucky Hunter also left the game in the first half with an injury, but returned to action.
Check tcu360.com later for a full game story.
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Entertainment'83' Worldwide Box Office Collection Day 19: Corona hit...
Mumbai. Ranveer Singh and Deepika Padukone starrer 83 has done average at the box office so far. However, in its third week, the film saw a bigger drop than before, due to which the restrictions imposed across the country can be said. So let us tell you how the film performed in the third week.
According to business and trade analyst Manobala Vijaybalan, the film has seen a huge drop in its earnings as it enters the third week. According to him, the worldwide box office collection of the film has now become Rs 181 crore. Manobala tweeted, "#83TheFilm WW Box Office… Huge drop on 3rd Monday Week 1 – 123.75 Cr, Week 2 – 50.71 Cr, Week 3… Day 1 – 1.83 Cr, Day 2 – 2.07 Cr. Cr, Day 3 – 2.34 Cr, Day 4 – 0.91 Cr, Total – 181.61 Cr."
Reliance Entertainment, one of the production houses backing 83, shared the news that the film has collected Rs 59.63 crore at the overseas box office.
For information, let us tell you that this film was released in more than 3000 theaters on 24 December 2021. Apart from Hindi, the film was also released in languages like Tamil, Telugu, Kannada and Malayalam. This is the third week of the release of the film and coming in the third week, the film has crossed the hundred crore mark at the Indian box office. However, the pace of earnings is still going very slow.
Apart from Ranveer Singh and Deepika Padukone, the film also stars Tahir Raj Bhasin, Saqib Saleem, Chirag Patil, Hardy Sandhu, Ammy Virk and Pankaj Tripathi. Let us tell you that this film was going to be released in the year 2020 itself, but due to COVID, the release of the film was postponed and the film was released on the occasion of Christmas last year. But these days, due to the re-knocking of Corona, there has been a big impact on the collection of the film.
first published:Jan. 12, 2022, 10:56 a.m.
83 film
83 film box office collection
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Impact Investing: Looking beyond risks, returns, and balance sheets
Jul 3, 2018 | Trust & Wealth Management
Impact investing refers to investments made with the intention of making a positive social or environmental impact. Impact investors also want a positive financial return. At American Bank & Trust, we strive to inform all our clients on these and other trends. While impact investing is on the rise, it is not a completely new idea.
The idea that investors should consider morals may be traced to the 1700s. The Quakers forbade their members to participate in the slave trade, for example. John Wesley, one of the founders of Methodism, advised avoiding investing in companies with practices that threatened employee health.
In the 1990s, the idea of "socially responsible investing" really took shape. Many investors avoided companies that traded in "sin" or "vice," such as tobacco companies, gun manufacturers, casinos, and liquor companies. Others avoided oil companies.
Although screening out these firms may have made investors feel virtuous, it didn't necessarily impact their fortunes positively. In fact, the "vice stocks" generally outperformed the market as a whole, because those companies tend to be rather profitable, paying generous dividends to their shareholders.
The Evolution of Impact Investing and ESG
A less restricting version of socially responsible investing has emerged in recent years. This version considers positive qualifiers as well as exclusions. American Bank & Trust has seen this a lot in our younger or second-generation investors. Three categories of factors are involved: environmental, social, and governance (ESG).
An environmental focus may look at carbon emissions, water safety, renewable energy, or pollution. Social factors may include diversity, inclusion, labor, employee welfare, or data security. Governance issues could touch upon independent directors, audit standards, women in leadership, and executive compensation.
Companies may be scored for their ESG performance. They may self-report, or data may be gathered by third parties. An impact investor looks at these scores combined with traditional financial analysis tools to determine which companies are likely to have the desired impact while still providing strong return to shareholders.
What about trust investing?
Individual investors are free to invest as they please. But what about the trustees of a trust? Could they go in the impact investing direction?
The Uniform Prudent Investor Act, adopted by 46 states to date, provides the legal framework within which trustees operate. Rather than focus on particular investment choices, this law looks to the performance of a portfolio as a whole. Diversification and asset allocation take precedence.
Official comments explaining the Uniform Act suggest that "social investing" may violate the duty of loyalty that the trustee owes to the trust beneficiaries. Below market returns for the beneficiaries are not an acceptable price to pay for meeting other social goals. However, at the time those comments were written, socially responsible investing was less sophisticated than it has become today.
A number of studies have since argued that impact investing does not appear to depress returns. Incorporating the ESG factors should not, by itself, impair the diversification of trust investments.
Depending upon how broadly or narrowly the terms of a trust have been drafted, impact investing may be a permissible strategy. For new trusts, they recommend adding impact investing provisions, provided that is what the trust creator wants. Older irrevocable trusts may be "decanted" into new trusts to provide this investment flexibility.
The primary duty of every trustee is to fulfill the vision of the trustor, typically to provide family financial security. American Bank & Trust Wealth Management team chooses trust investments and manages assets for the long term. If you have questions about how trusts may benefit you and your family, or about how trust assets are invested, please bring them to us. Put our expertise to work for you!
Mark Sivertson is Senior Vice President of the Trust and Wealth Management Team for American Bank & Trust. He is a graduate of Concordia College and the University of North Dakota School of Law.
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Home Life Style Health & Fitness Why Exercise ...
Why Exercise on Empty Stomach May be Better for Your Health
This is the first study to show that feeding prior to acute exercise affects post-exercise adipose tissue gene expression
Exercise may cut the risk of stroke in menopausal women. Pixabay
If you have been wondering whether it is better to eat or fast before a workout, researchers now have an answer. A new study has found that exercise on empty stomach is better for your health in the long term.
The study analysed effects of eating versus fasting on gene expression in adipose (fat) tissue in response to exercise.
After eating, adipose tissue "is busy responding to the meal and a bout of exercise at this time will not stimulate the same (beneficial) changes in adipose tissue", explained corresponding author of the study Dylan Thompson from University of Bath in Britain.
"This means that exercise in a fasted state might provoke more favourable changes in adipose tissue, and this could be beneficial for health in the long term," Thompson added.
"We propose that feeding is likely to blunt long-term adipose tissue adaptation to regular exercise," the researchers noted in the study published in the American Journal of Physiology — Endocrinology and Metabolism.
The study participants were a group of overweight males who walked for 60 minutes at 60 per cent maximum oxygen consumption on an empty stomach and, on another occasion, two hours after consuming a high-calorie carbohydrate-rich breakfast.
The research team took multiple blood samples after eating or fasting and after exercising.
Representational image. Pixabay
The researchers also collected fat tissue samples immediately before and one hour after walking.
Gene expression in the adipose tissue differed significantly in the two trials.
The expression of two genes, PDK4 and HSL, increased when the men fasted and exercised and decreased when they ate before exercising.
The rise in PDK4 likely indicates that stored fat was used to fuel metabolism during exercise instead of carbohydrates from the recent meal.
Also Read: Even Light Exercises Have Health Benefits
HSL typically increases when adipose tissue uses stored energy to support increased activity, such as during exercise, Thompson said.
These results reinforce the view that "adipose tissue often faces competing challenges," Thompson wrote.
"This is the first study to show that feeding prior to acute exercise affects post-exercise adipose tissue gene expression," the study said. (Bollywood Country)
Empty Stomach
According to health expert in India, if poorly controlled, diabetes leads to cardiomyopathy resulting in progressive deterioration of pumping capacity of heart


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Joining Studley is 'coming home' for new bosses
Redditch Editorial	1st Jun, 2018
JOHN Edwards regards becoming Studley joint-manager with Wayne Bunn is like 'coming home' – and not just because he lives around the corner from the ground.
Edwards has a strong affection for his 'local' club, having previously played for the Bees 20-odd years ago when John Adams was manager.
But having also built teams with Redditch and district based players in Saturday and Sunday football he sees Studley as the ideal choice to attract even more recruits wanting to challenge themselves in the Midland League Division One.
Edwards and Bunn, who left league rivals Littleton at the end of the season, have succeeded Vaughan Pearshouse at the Beehive and become the fourth new bosses in the past two seasons.
"It does fell like we are going home," said Edwards.
"We're both local, I live two minutes from the ground, and we've got a lot of contacts locally. That was the main attraction in coming to Studley.
"We enjoyed some success at Littleton, having taken over five games into the season and then ending the campaign in eighth place, ironically one place above Studley.
"But the travelling to Littleton was getting too much. Most of our players come from Redditch and south Birmingham so Studley made sense."
Edwards, who had six successful seasons at Redditch Sunday side Black Horse, and former Feckenham boss Bunn are set to bring with them a number of players from Littleton to blend with the Bees players and other newcomers in pre-season.
"A lot of the players I had at Black Horse came with me to Littleton and I would be disappointed if they did not want to come with me to Studley as well," said Edwards.
"There are other local lads playing in Sunday football who are good enough to step up on Saturday and we want to give them the chance at Studley, to become a team of local lads, watched by local people.
"We're not really setting any targets but Littleton were eighth last season and Studley ninth so if we can blend the two, and add a few 'outsiders' then hopefully we can push for the top six."
Edwards admits it was a learning process last season after managing in the Midland League, but the promotions of bigger budget clubs Walsall Wood and Ilkeston last month, following the previous season's elevation of Bromsgrove Sporting, suggests a more even, if no less competitive, division next term.
Studley are already preparing for the next campaign, by arranging warm-up games against Lye Town, Redditch United and their annual friendly with Northamptonshire side Long Buckby.
Others will be announced shortly.
From plumbers, to restaurants, we can provide you with all the info you need.
Joining Studley is &#...


Live from the 92nd Street Y in New York, the FiveThirtyEight Politics podcast team ranks the politicians that seem most likely to win the 2020 Democratic presidential primary in the wake of the 2018 midterm elections. The crew also reacts to the latest tallies from races where ballots are still being counted.
The FiveThirtyEight Politics podcast publishes Monday evenings, with occasional special episodes throughout the week. Help new listeners discover the show by leaving us a rating and review on iTunes. Have a comment, question or suggestion for "good polling vs. bad polling"? Get in touch by email, on Twitteror in the comments.


Got a tight budget? Create some wiggle room in it without drastically scaling back your lifestyle by replacing things you currently pay for with free alternatives. Trust me–you are going to be surprised by all the things you can get for free.
Music lessons are expensive. These free sites might not make you the next famous classical musician, but they can at least help you get a good grasp of the basics and help you decide if you want to invest your money into further lessons.
And of course, don't forget to search for music lessons on a thrifty person's best free resource for just about everything–YouTube.
Are you traveling to a foreign country where you don't speak the language? Or perhaps you are making friends with someone new to your own country that doesn't speak the same language as you. Don't buy a translator app or book, instead use the free Google Translate to get to know a wide variety of languages.
Are you wanting to lose weight, exercise more or just live a more healthy lifestyle? Try out either MyFitnessPal or Lose It!.Both make it easy to keep a food and exercise journal as well as help set weight loss goals.
Here is a handy list of days when National Parks offer free admission.
Many museums offer reduced admission days, but some even offer free admission days or partial days. Sometimes it can be hard to find out about the free days. When my children were little I would spend a little time each January searching the websites of museums near us for a list of free days and if that failed, I turned to blogs that covered local events. If you live near or in Indianapolis like I do, here is a good listing of free days for museums in 2018 and my guess is this blog will list a new one each year. Big cities near you should have similar blogs listing their free museum events.
If you happen to be a Bank Of America cardholder, you receive free admission to a long list of museums on the first full weekend of the month.
No need for a fishing license when you fish during National Fishing And Boating Week at locations on their list.
Williams and Sonoma offers free cooking classes for both adults and children.
If you love all things outdoors, REI offers free classes and events that you are going to love.
Apple stores offer workshops for both adults and children on topics such as photography, video editing and more.
Adults can learn how to DIY various home improvement projects and children can become comfortable with simple hand tools at workshops held at Home Depot and Lowe's.
Don't forget to check and see if your local library offers free workshops. I know ours offers a free kids craft each month and a free knitting gathering where members are more than willing to help you learn to either knit or crochet.
A great place to find free video tutorials on just about any craft or DIY project is YouTube.
Craftsy offers over 50 free video tutorials for everything from quilting to how to take family portraits.
Creativebug also has a section of free video tutorials that cover a wide variety of arts and crafts.
Skillshare has many free video tutorials on creative topics such as drawing, character animation and more. You do need to sign up for a free account, then head to the bottom of the home screen and click the free classes tab to view what is offered for free. I, unfortunately, couldn't figure out a way to screen out the free classes into topics, but there are over 1,900 free video-driven classes and many cover creative hobbies.
Our family bought a Roku Express last year and have discovered all sorts of free channels to add to it. We are so happy with how easy Roku makes it to enjoy free streaming sites, including YouTube, that we are seriously thinking of upgrading to the Roku Streaming Stick+.
Once You buy a Roku and connect it to your TV, you can have fun exploring all the free streaming channels out there. Here are a few free channels you can add to it: Sony Crackle, PBS Kids, PBS, plus several major TV networks offer free older episodes of popular TV shows. Roku also has a free channel called the Roku channel and my husband watches it quite often.
If you have a library card, you may be able to use the Hoopla app to borrow up to six movies a month free (or a combination of movies, ebooks, audiobooks, and music albums). You can download these movies to the device you use the app on. How long you get to keep them depends on a few factors.
Redbox offers free codes all the time. To find out about them make sure to join their Redbox Perks program. Another great place to find out about Redbox free codes is over at Money Saving Mom.
And of course don't forget your local library, many of them have DVDs that you can borrow.
I LOVE to read, yet only once and a while do I actually pay for a book and even then, most of the time it's just a few dollars for a Kindle edition. Why pay when there are so many free places to get ebooks, audiobooks, magazines, and even paperback books?
A free subscription to Hoopla may be available from your local library. You are allowed to borrow 6 items in a calendar month including audiobooks, ebooks and movies.
Libby by Overdrive seems to be replacing the Overdrive app that most libraries offer to their patrons for free. It offers both audiobooks and ebooks and it looks like there is even a way to have the ebooks sent directly to your Kindle. Considering how much I love reading using my Kindle Paperwhite I might just have to try that option out soon.
Amazon often offers free Kindle ebooks, but what some people might not know is they also offer a free Kindle app so even if you don't own a Kindle, you can still take advantage of their entire ebook collection, paid and free.
NoiseTrade offers free ebooks and audiobooks in various genres.
If you love classic books, Digtalbook.io offers classic ebooks and audiobooks.
Loyal Books is yet another source of classic ebooks and audiobooks.
I know I have mentioned the Hoopla app twice already, but full-length music albums are one more item you can download for free from Hoopla using the free membership available from most libraries.
NoiseTrade offers a wide selection of free music downloads covering various music genres. The downloads could be just a few songs or a whole album.
I use and love the Pandora Radio app. I love that I can create various different stations suited to my mood. There are some ads in the free version, but I don't mind listening to a few ads to avoid the cost of a subscription.
iHeartRadio allows you to stream your favorite radio stations from wherever you are for free.
I have yet to use Spotify, but it sounds like it works very similar to Pandora in that it offers a free service with ads.
Through Saylor Academy, you can receive 97 college credits for free. However, you do have to pay a small fee for proctoring (around $20), transcripts (around $25) and perhaps a transfer credit fee depending on where you transfer your credits to.
Khan Academy offers a small selection of computer classes in coding, programming and computer science.
Codecademy offers a large selection of free coding classes.
On Coursera all the courses are free, but if you want certification you do need to pay for that. They have numerous computer courses in computer science, coding and programming.
Edx is an open-sourced higher education program. I punched in computer courses and it gave me a selection of 598 to choose from–that could keep one busy for a long while.
Free Code Camp offers thousands of free lessons to help you learn and improve your coding skills.
Want to learn a new language? Gone are the days of having to buy expensive software to make your language goals a reality.
Open Culture offers lessons in various languages.
Duolingo offers a wide variety of ways to get deep into the language you want to learn. Beyond regular vocabulary lessons, it also offers an area to set up in real life discussions with others learning the same languages, a story area and a podcast area.
Earn money back on all types of purchases with these websites and apps.
Ibotta—Use Ibotta to collect cash back on groceries, clothing, pet supplies, home decor, entertainment and more in-store and online. Chances are the stores where you shop work with Ibotta. Go here to sign up for Ibotta.
Ebates—I use the Ebates Chrome extension to make sure I never miss a chance to earn a cash back through my online purchases. It is so simple to use, it pops up at the top of the tab you are about to shop at and lets you know there is a cash back available, all you have to do to activate it is click on the button. Go here to sign up for Ebates. When you use this link, you get a $10 gift card after your first purchase of $25 or more (offer could change at any time).
TopCashBack—TopCashBack has no minimum payment threshold–meaning even if you just earn $1 back, you can cash out. Go here to sign up for TopCashBack.
MrRebate—MrRebate has a website, app and Chrome extension button making earning a cash back simple. You can request a cash back once your account hits $10. They offer cash back at thousands of stores. Go here to sign up for MrRebate, this is my referral link and when you use it you get $5 (offer could change at any time, certain terms apply).
Shopkick–There are several ways to earn gift cards with Shopkick, but my favorite way to earn is through their walk-in points. Simply open the app while you walk into a qualifying store and earn points. For more ways to earn, check out my post all about Shopkick here.
Receipt Hog–Receipt Hog has to be the easiest money earning app to use out there. Simply upload a receipt and earn spins or coins. You can upload all kinds of receipts, including those for restaurants, grocery stores, gas stations and more. Earn free spins when you use my referral code YECT1667 when signing up.
Fetch Rewards–Fetch Rewards is another super simple app to use. Upload your grocery receipts and earn points. Earn additional points when you buy products from a select list of brands. Use my referral code RE9FU at sign-up and receive 1,500 points when you complete one receipt (that puts you halfway to your first cash out right there).
My Reader Rewards Club–If you love Christian fiction or nonfiction, you need to join My Reader Rewards Club. You get free hold-in-your-hand paperback (and occasionally hardcover) books delivered to your door for free–you don't even need to pay shipping. To earn points to cash in for the books you can take short surveys, sign up for their birthday club, sign up for email devotionals, review Tyndale and NavPress books on Amazon, Barnes & Noble, or Christian Book Distributors, and share referral links. Here is my referral link. When you use it to sign up, you start your account with 25 points.
Little Free Library–Have you ever seen what looks like an elaborate mailbox full of books–that is quite possibly a Little Free Library. I love the Little Free Library program! Once I am finished reading the books I earn from My Reader Rewards Club, I put them in a bag in the back of my car. When I spot a Little Free Library box, I take a book or two that I want and replace them with the books I have already read.
If you have a child in the age range of birth to five you are going to want to check out Dolly Parton's Imagination Library program–members receive one free, high-quality children's book a month.
I have received several free magazines every month through being an active member of RecycleBank. The program is simple, take a few minutes to learn environmental education and earn points that you can cash in for magazine subscriptions. It doesn't take long to earn them either. Go here to sign up for RecycleBank.
Join one of these programs below and download their search toolbars or search the web from their search areas within their home pages and earn points. It is that simple. These three programs also have several other simple ways to earn points that will help you earn a few gift cards each month.
Swagbucks–Last time I counted there were over 25 ways to earn points through Swagbucks–searching the web is just one of those ways. Go here to sign up for Swagbucks.
MyPoints—My favorite no-brainer way to earn points through MyPoints (in addition to performing web searches) is by clicking the emails they send you. Each one is only worth 5 points, but those few points slowly start to add up until they equal a cash out earned through very little time spent. Go here to sign up for MyPoints.
InstaGC-–The Insta stands for instant and that is one thing I like about InstaGC. The other thing I like is low cash out values. If you only have 100 points, you can still get a $1 instant Amazon gift card code (most other gift card options start at $5 and up). Go here to sign up for InstaGC.
I wrote a piece that shares over 50 apps for different restaurants that you can use to score free food!
You might also want to check out my list of free birthday offers for foodies.
You do not need to buy the Sunday paper to receive free coupons, there are several online printable coupon sites where you can snag free coupons to help reduce your grocery budget.
Here is a really cool freebie site for those who love fresh fruit. Falling Fruit shares areas where free fruit and berries still on the tree or bush has been found. I couldn't figure out how up-to-date the listings are, but if there is one near you, it would be worth a shot to try it and see if it works.
If you use Hotels.com to book your hotel rooms, make sure to sign up for their free rewards program so you can earn a free night after every tenth paid night.
If you tend to use the same hotel chain over and over make sure to sign up for their rewards program, most have one.
Couchsurfing–I recently read an ebook by a gal who has used Couchsurfing several times in her travels to find free lodging with great success. I don't know if I would be brave enough, but I am an introvert and I think Couchsurfing is more for brave extroverts.
Try HouseSitting–People actually pride themselves on being professional house sitters. Those that do live virtually rent free and get to experience new areas and neighborhoods often. Now you do have to pay a fee to join some of these sites, but you easily make that fee up with one housesitting gig. You should also expect that most jobs will require you to perhaps care for the owners pet or other responsibilities while the owners are away.
Trustedhousesitters.com–This is geared for house sitters who love animals as the jobs include not just housesitting but caring for the owner's pets while they are away. There is a $119 sign-up fee.
House Carers–I couldn't find a fee for signing up as a house sitter, but I could have missed it.
Mind My House–The fee is just $20 to join this house sitting site.
Nomador–The fee is $89 for this house sitting site.
Our family of 5 took a 5 1/2 month trip across the USA. We would have saved a lot of money if we knew about free campsites before we left.
Recently my husband and I converted our minivan into a minivan camper for weekend trips. Since then we have dived deep into the world of free camping and it is a big world full of fabulous views. These apps and websites listed below are all free and can help you discover thousands of free campsites across North America. They also list paid campgrounds.
Campendium–a website and an app.
iOverlander–a website and an app.
RVParky–a website and an app.
AllStays–has a free website and an app that you have to pay for.
Are you traveling to a popular tourist destination and would love a guided tour. Check to see if you can find a free one first.
iAudioguide.com–offers hundreds of downloadable audio city guides and many are free.
Global Greeter Network–Local volunteers willing to show you around their city for free.
And if you are into factory tours, check out this state by state listing of factory tours, most of which appear to be free.
These services are free to use and help you take a proper passport photo. Of course, you need to pay the picture developing fees.
epassportphoto.com–offers hints for taking a good photo. Will help you crop your photo to the right dimensions for the needs of your country's passport. They also offer a premium service for a low fee that will review your photo to see if it meets passport standards.
Passport Booth–plain and simple service, take a picture in the app and email it or download it so you can get it developed.
Our family has a paper shredder that has served us well for years, but sometimes you have so much to shred that it would be too time-consuming to do it with a home-sized paper shredder.
Call your local municipalities and see if they offer a free mass shredding event, many do. If yours doesn't, check out Shred-it's listing of free community events.
If you use a budget-priced smartphone service like Ting, you may find yourself wanting to reduce talk minutes to save money. Here are two apps that can help you do just that. Of course, for this idea to work both you and the person you want to call have to have an account at the app you choose to use. These services are also a great way to eliminate long distance calling bills.
Skype–can be used on your computer or your phone.
Viber–can be used on your computer or your phone.
Whatsup–can be used on your computer or your phone.
And while we are on the topic of smartphones, our family uses and loves Ting! Not only does their customer service rock, but by using Ting we manage to keep our smartphone bills just under $20 per phone! Use my referral link to sign up for Ting and get $25 off a new phone or as credit towards your bill (offer could change at any time).
I use Facebook and Instagram messaging a lot to save money on texts or to text my friends and family that live in another country. I also have an iPhone so if I am on wifi, I use the message app to text other iPhone users for free. However, if you have an Android phone and don't like social media, then these free texting apps will be a better fit for you.
Textfree–can be used on your computer or your phone.
Need a place to store backups of PDFs and other files securely in case of computer failure or theft? Here are two free spots.
Google Drive–offers 15 GB of digital storage free. I am a huge fan of Google Drive as well as Google Photos where you can store backups of all the photos taken on your phone.
Dropbox–offers only 2 GB of storage free, but if you refer friends you get extra free storage, here is my referral link if you feel like sharing some referral love.
Shutterfly often gives free codes away, here is a post I wrote that shares where you can find free Shutterfly codes.
I found two auto parts stores that allow you to borrow tools for free. The terms of these programs differ, you may be asked to put down a deposit or pay a fee that will be returned to you when you return the tools in good working order.
Advance Auto Parts–enter loaner tools into the search bar of their website and that should take you to the landing page for their loaner tools program.
AutoZone–enter Loan-A-Tool into the search bar of their website, and you should be automatically taken to the landing page for their Loan-A-Tool program.
If you love makeup, both of these companies listed below offer a reward program that has a free birthday makeup treat.
Sephora–the program is called Beauty Insider.
Ulta–the program is called Ultamate Rewards.
Here is what I like to do with all the free samples I receive.
When I was researching this article I found plenty of free sample companies, but not all of them looked reputable. So I decided to list only the ones I have used with success. If you have used others, feel free to list them in the comment section and I will try them out and add them if I find they work.
I have used and been very happy with PinchMe for years now. They offer a Sample Tuesday once a month where you can sign up for up to four samples if you qualify. To increase your chances of qualifying, make sure to fill out your profile fully and when you get your sample box make sure to complete the reviews for them. You can sign up for PinchMe here.
The websites Money Saving Mom and Freebies4Mom offer listings for free samples frequently. I have signed up for samples from both of these sites. A few have never arrived, but most do and really it isn't the blogger's fault when they don't, they have no control over it.
Another sample company I am a member at is Daily Goodie Box, but I am still waiting to qualify for a box. I have seen reviews of people who have though and wow! The boxes are packed with great samples–some full sized. You can sign up for Daily Goodie Box here.
If you live in a larger urban center, check either of these websites below for free listings. I have a cousin who once got enough free yarn to keep her mom scarf knitting for a year or two from FreeCycle–so yes, people do list usable items on these free sites.
Swap parties bond thrifty families together. You can swap clothing, Halloween costumes, home decor and much more.
I use the free Apache OpenOffice for making the simple, free printables that I use to keep my everyday life organized. I use Google Drive to keep my blog business organized.
I am a simple printable, a pen and calculator kind of gal, but if you prefer a computer software-based budgeting system, Mint is free.
Please note that free tax software is generally for super simple tax returns only and often only cover federal tax returns. One to try is the TurboTax–free edition.
If you have an excellent driving record, then you might want to check out Auto Driveaway (a vehicle transport company) before you rent your next car. Sign up to be a driver and you might find a vehicle that needs to be delivered to your desired destination.
The first Saturday in May is Free Comic Book day where comic book stores give away comics to their customers. Go to freecomicbookday.com for details.
Download the free Geocaching app to your phone and then get out there and treasure hunt.
I took the free personality testing at 16 Personalities and found out I am an Advocate (INFJ -A/-T). Not sure what to do with the results yet, but when I read the description I felt it was pretty accurate to who I am.
I researched free coloring sheets and found there are dozens of sites, but the most well-known site I found was Crayola. You will find the free coloring sheets under the Coloring & Crafts tab. They offer a great selection of free downloadable coloring sheets for children and adults.
DaySpring provides a large selection of free eCards that you can email to loved ones. You can also share them on Facebook and Twitter. They have a free ecard to cover just about every occasion.
Do you want a sewing pattern? Check out Free Needle.
Do you want to knit something new? Look through the free knitting patterns available at Love Knitting.
Do you love to quilt? Find your next quilting pattern for free over at Free Quilt Patterns.
Wanting to try a new craft? Joann's offers a wide variety of free patterns and tutorials.
Of course, if you decide to extend your membership beyond free trial offers, you will be spending money. However, I decided to include free trials on this list because they are a great way to try out services to see if they would be a thrifty fit for your family. For instance, our daughter, who is homeschooled, currently needs a few more electives for her high school diploma so we are thinking of signing up for a 7 day free trial of Bluprint to see if their art and fitness classes can help her reach those goals. If we find that Bluprint's classes are in-depth enough to qualify for high school credit, then the $120 a year subscription price ($10 a month) is a thrifty win –as art lessons cost $40 or more a month in our area and are hard to work into our schedule. So sometimes taking advantage of free trials, even if you keep the product afterward, can be a smart money move. Now on to the list of free trials.
These store credits are going to save you some money off your first order, but they won't lead to 100% free orders. Still, discounts are always nice, especially when you can get them on items you really need like clothes, food and personal products, which are things most of these companies below sell. These are all referral links, meaning you have to use the link to get the deal. When you do use it, you get the money towards your first order and I get some type of kickback on my next order. Please note that these offers could change at anytime.
ThredUp–use my referral link and get $10 off your first order.
PoshMark–enter the referral code SNAILPACER and get $5 off your first order.
Boxed.com–use my referral link and get $15 off your first order of $60 or more.
Hollar–get a $2 credit when you use my referral link and take the time to fill out your account in full.
Schoola–get $10 off your first order when you use my referral link.
Ting–use my referral link and get $25 off a new device or in Ting credit.
SkillShare–get two free months of premium membership free when you use my referral link, that is a $30 value.
Okay–I know I missed a lot of free resources out there, so if you know of other great free resources, please share them in the comments section.
Interested in saving or earning money? Join my Thrifty People Of Snail Pace Transformations Facebook group.
My book Thrifty & Thriving: More Life For Less Money is available on Amazon in paperback and Kindle formats.


text:
require 'fileutils'
require 'csv'
require 'json'

def gallery_obj(params)
  #dont be destructive
  pics = params[:pics]
  fol = params[:folder]
  gallery_name = params[:name]

  gallery = {
    id: params[:id],
    folder: fol,
    name: gallery_name
  }

  gallery[:pics] = pics.map do |img|
    {
      id: img[0],
      src: "#{fol}/#{img[0]}.jpg",
      name: img[1],
      dimensions: img[2],
      year: img[3],
      edition: img[4]
    }
  end
  return gallery

end

def number_filename(filename,path)
  return "#{path}#{File.basename(filename)[0..1]}.jpg"
end

path = ARGV.empty? ? '.' : ARGV[0]
files = Dir.glob("#{path}*.jpg")

#make a copy that only has index number in name
 files.each do |f|
   FileUtils.cp(f ,number_filename(f,path))
 end

make CSV data into JSON data
file = Dir.glob("#{path}files.csv")

data = []
pics = CSV.read("#{path}file.csv",{col_sep:';'})
idpath = File.dirname(file)
data.push( gallery_obj({
      id: idpath,
      folder: idpath,
      name: :name,
      pics: pics
}))
File.open("#{path}file.json", 'w') { |file| file.write(data.to_json) }

redpajama_set_name: RedPajamaGithub


The Eupatheia Center promotes wisdom, clarity, and growth through strengths-focused psychological services. With offices in Brunswick and Waycross, The Eupatheia Center welcomes clients of all ages and backgrounds. We are a second-generation, family-owned private practice with providers who specialize in psychotherapy, lifestyle consultation, and psychodiagnostic evaluation.
All new patients, please fill out the form below. If you are wanting a Lifestyle Consultation, please click here to fill out that form and to read more about that service.
Have you previously seen a psychologist.
Explain briefly who and why.
Are you seeing or have you been seen by a psychiatrist?
Are you currently taking any psychiatric medication?
Are you currently involved in legal or custody proceedings?
Are you currently seeking disability?
Any other information we need to know please explain briefly.


text:
Our Friars Deceased Friars Theodore F. Lehr
Theodore F. Lehr, OFM
Fr. Theodore Lehr, OFM, was born on Nov. 11, 1930, in Elmhurst, N.Y. He entered St. Joseph Seraphic Seminary in Callicoon, N.Y., in 1945. Since his brother was already a student there, hisa family nick-name of "Jahdsie" entered with him: It was the name by which he was affectionately known among the friars for the rest of his life.
Fr. Theodore was received into Holy Name Province Aug. 12, 1950, at St. Bonaventure Friary in Paterson, N.J., where he professed first vows Aug. 13, 1951. After completing philosophy studies at St. Stephen's in Croghan, N.Y., and St. Anthony's in Butler, N.J., he studied theology at Holy Name College in Washington, D.C. He professed solemn vows Aug. 13, 1954, at Christ the King Seminary in Allegany, N.Y. He was ordained a priest Sept. 8, 1956 in the church of the Franciscan Monastery, Mount St. Sepulchre, in Washington, D.C.
Upon completing theological studies in 1957, Fr. Theodore spent a pastoral internship year at St. Anthony Shrine in Boston, and then one year as parochial vicar at Assumption Parish in Wood-Ridge, N.J. He then moved back home to New York City, serving from 1959 to 1963 as parochial vicar at St. Francis of Assisi Church.
Like so many friars of Holy Name Province, Fr. Theodore had an inspiring military record. For five years, from 1963 until 1968, he was a U.S. Navy chaplain. And for another five years, from 1968 until 1973, he was vice chancellor of the Military Ordinariate in New York City, residing at St. Francis Friary.
The last 35 years of Fr. Theodore's ministry were devoted almost exclusively to parishes in Northern New Jersey. He was pastor of St. Catherine Parish in Ringwood, from 1973 to 1979. He returned to St. Francis Friary in New York City from 1976 until 1979, serving as associate provincial promoter of the missions. He returned once again to New Jersey in 1979, ministering as parochial vicar at Assumption Parish in Wood-Ridge until 1982, and then, from 1982 until 1987, at Sacred Heart Parish in Rochelle Park, N.J. He served for a few months at St. Joseph's Parish in West Milford, N.J., before going to Elmwood Park, N.J., where he was parochial vicar at St. Leo's Parish from 1987 to June 2005.
Fr. Theodore dedicated his Franciscan life to parish ministry. He brought a warm presence to fraternal life and showed special concern in the parish to the sick and homebound, always ready to pick people up with his humor. He retired from active ministry Aug. 1, 2005, to St. Anthony Friary in Butler, N.J., and moved to Holy Name Friary in Ringwood, N.J., in 2008.
He died May 6, 2008, at Holy Name Friary. Fr. Theodore was 77 years old, a professed friar for 56 years and a priest for 51.


text:
* Installs prometheus [NATS exporter](https://github.com/nats-io/prometheus-nats-exporter)

## TL;DR;

```console
$ helm install incubator/prometheus-nats-exporter
```

## Introduction

This chart bootstraps a prometheus [NATS exporter](https://github.com/nats-io/prometheus-nats-exporter) deployment on a [Kubernetes](http://kubernetes.io) cluster using the [Helm](https://helm.sh) package manager.

## Installing the Chart

To install the chart with the release name `my-release`:

```console
$ helm install --name my-release stable/prometheus-nats-exporter
```

The command deploys NATS exporter on the Kubernetes cluster in the default configuration. The [configuration](#configuration) section lists the parameters that can be configured during installation.

## Uninstalling the Chart

To uninstall/delete the `my-release` deployment:

```console
$ helm delete my-release
```

The command removes all the Kubernetes components associated with the chart and deletes the release.

## Configuration

The following table lists the configurable parameters of the postgres Exporter chart and their default values.

| Parameter                       | Description                                   | Default                                                    |
| ------------------------------- | --------------------------------------------- | ---------------------------------------------------------- |
| `image`                         | Image                                         | `synadia/prometheus-nats-exporter`                         |
| `imageTag`                      | Image tag                                     | `0.3.0`                                                    |
| `imagePullPolicy`               | Image pull policy                             | `IfNotPresent`                                             |
| `service.type`                  | Service type                                  | `ClusterIP`                                                |
| `service.port`                  | The service port                              | `80`                                                       |
| `service.targetPort`            | The target port of the container              | `7777`                                                     |
| `resources`                     |                                               | `{}`                                                       |
| `config.nats.service`            | NATS monitoring [service name][svc-name]      | `nats-nats-monitoring`                                     |
| `config.nats.namespace`          | Namespace in which NATS deployed              | `default`                                                  |
| `config.nats.port`               | NATS monitoring service port                  | `8222`                                                     |
| `config.metrics.varz`            | NATS varz metrics                             | `true`                                                     |
| `config.metrics.channelz`        | NATS channelz metrics                         | `true`                                                     |
| `config.metrics.connz`           | NATS connz metrics                            | `true`                                                     |
| `config.metrics.routez`          | NATS routez metrics                           | `true`                                                     |
| `config.metrics.serverz`         | NATS serverz metrics                          | `true`                                                     |
| `config.metrics.subz`            | NATS subz metrics                             | `true`                                                     |
| `tolerations`                   | Add tolerations                               | `[]`                                                       |
| `nodeSelector`                  | node labels for pod assignment                | `{}`                                                       |
| `affinity`                       | node/pod affinities                            | `{}`                                                       |
| `annotations`                   | Deployment annotations                        | `{}`                                                       |
| `extraContainers`               | Additional sidecar containers                 | `""`                                                       |
| `extraVolumes`                  | Additional volumes for use in extraContainers | `""`                                                       |

[svc-name]: https://github.com/helm/charts/blob/master/stable/nats/templates/monitoring-svc.yaml

Specify each parameter using the `--set key=value[,key=value]` argument to `helm install`. For example,

```console
$ helm install --name my-release stable/prometheus-nats-exporter \
  --set config.nats.service=nats-production-nats-monitoring \
  --set config.metrics.subz=false
```

Alternatively, a YAML file that specifies the values for the above parameters can be provided while installing the chart. For example,

```console
$ helm install --name my-release stable/prometheus-nats-exporter -f values.yaml
```


The Training Measurement Analyst Internship is available to students with at least college junior status and an interest in county government. You must have a minimum GPA of 2.5 and be an upper level psychology or sociology student who has completed research methods classes. Also, you must demonstrate strong analytical skills, knowledge of mathematics, statistics, measurements and analysis, strong PC skills with competence in Excel and Access, excellent written and communication skills, self-motivation and the ability to work independently. Tasks include; entering course evaluation data into database; analyzing data; producing charts and graphs; scoring pre-tests and post-tests and contributing findings to the departments annual report.


It is default layout. A child view is positioned based on its positioning properties(top, bottom, left, right and center). If no positioning properties are specified, the child is centered.
In vertical layout all children are ordered one below the other(top to bottom). All child sandboxes have the same width (set to the parent's width).
The first child is laid out top units from its parent's bounding box. Each subsequent child is laid out below the previous child. The space between children is equal to the upper child's bottom value plus the lower child's top value.
In horizontal layout all children are ordered next to each other in a row.
All children in a row have the same sandbox height.
Here children are laid out horizontally from left to right, in rows. If a child requires more horizontal space than exists in the current row, it is wrapped to a new row. The height of each row is equal to the maximum height of the children in that row.
is thr any grid view option in titanium..
here you can find "Table with Columns".


The official benefit album from the 30th Anniversary Diamond Jubilee celebration of White Party Week. DJ David Knapp graces the turntables for the White Party at its new location, the fabulous Perez Art Museum on the waterfront in Miami. And we have pulled out all the stops on this one featuring the biggest names in dance music: Debbie Harry (from Blondie), Lisa McGlown, Tony Moran, Kristine W, Ultra Nate, Colton Ford, Michelle Weeks, Chris Willis, Beth Sack, Brian Kent and more. Enjoy!


text:
French President Emmanuel Macron checks optimistic for Covid
French President Emmanuel Macron, wearing a protective face mask, watches as he makes a statement alongside Estonian Prime Minister Juri Ratas after his meeting at the Elysee Palace on October 28, 2020 in Paris, France.
Chesnot | Getty Images News | Getty Images
French President Emmanuel Macron has tested positive for Covid-19, according to a statement by the French Presidency.
"This diagnosis was made after an RTPCR test that was performed as soon as the symptoms first appeared," Macron's office said Thursday. The brief statement gave no further details about the symptoms the President had experienced.
"In accordance with health directives that apply to everyone, the President of the Republic will isolate himself for 7 days."
Macron will continue to work remotely, the statement added.
France has registered more cases of the coronavirus than any other European nation, trailing only the US, India, Brazil and Russia for the highest number of infections in the world.
To date, more than 2.4 million people in France have been infected with Covid-19, with 59,472 deaths, according to data from Johns Hopkins University.
Earlier this week, Macron replaced a six-week ban on movement with a curfew from 8 p.m. to 6 a.m. until mid-January (with the exception of Christmas Eve).
The public health measures stipulate that museums, theaters, cinemas, bars and restaurants must remain closed at least until January.
French ski resorts will also remain closed, but Macron said the hugely popular tourist attractions may reopen "on favorable terms" from next month.
Several other world leaders tested positive for the coronavirus this year, including US President Donald Trump, Brazilian President Jair Bolsonaro and UK Prime Minister Boris Johnson.
Authorities bond yields are hovering after the Fed's promise to purchase bonds
Tina Fey reveals that she saved a person's life after the current kayak accident