Bhargav
20 February 2017 at 20:50

Dear Experts,  I need an understanding for the following case study and what will be the best treatment for the transaction:  ABC Pvt. Ltd is an advertising & branding company with two shareholders (50-50 shareholding) who are also the directors of the Company. Due to some reasons, the shareholders want to part away with one shareholder selling his shares to the other so that ABC Pvt. Ltd. still continues to operate with one shareholder. Please note that the resigning shareholder is on the creative head for the agency while the continuing shareholder is the operations head.  With respect to the above situation, please advice on the following:  1. Valuation to be conducted for shares (equity) or for the company as whole  2. what method of valuation to be applied for the shares / company in the advertising industry  3. What will be the best method to deal with this type of restructuring of business in terms of legal compliances  4. In the above situation if the continuing shareholder agrees to pay a certain sum of revenue to the resigning shareholder post the transaction, how to factor in this sharing in the valuation of shares conducted for computing the amount of consideration for the resigning shareholder  5. Any legal compliances to be taken care of for effecting the above transaction.  Looking forward to receive the expert guidance on the above soon.  Thanks & regards,


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ACS,CMA Basant chaudhury
20 February 2017 at 16:59

Dear Professional Colleague.

A Public Ltd Company whose books of Accounts has not been uploaded to the ROC since 2013 onwards. the board of directors who were in FY 12-13 is not present in the Present date, and the E-forms 23AC and 23ACA, 20B, and 23B have not been filed, so my question is can we file the all these forms with the signing of present board of Directors? whether its Auditor Appointment letter or all E-forms?

Please reply me its Urgent


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kapil shukla
20 February 2017 at 15:56

I HAVE DONE WITH FORM 1. BUT WHILE FILLING FORM 2.. THE SRN NO IS NOT GETTING ACCEPTED BY THE FORM 2. Y ITS HAPPENING?


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Danish Jain
20 February 2017 at 15:19

What is the procedure to change the name of private limited company ? please provide step by step guidance.


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Vishal Kumar Verma
19 February 2017 at 16:56

Could you please tell me the provision regarding the ceiling limit of director remuneration in case of pvt. ltd company having paid up capital of 1 lac


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NitinPanthri
19 February 2017 at 01:06

Dear Experts

My company was incorporated in the month of Nov 2016 but account opening took 3 months owing to PAN and other formalities. Thereafter we received share application money from subscriber to Memorandum of Association of Company.

Time limit for issue of share certificate is 2 months from the date of incorporation of Company (section 56). How should we go forward now? Three months have already been passed.

Waiting for your valuable suggestions. Thanks in Advance!

Regards, Nitin


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Anonymous
18 February 2017 at 14:43

If we have few small F&F shareholder (collectively holding less than 10%) without any prior agreement so far in pvt ltd company. Our understanding is that TAG ALONG is not enabled for them by default until promoter amends article OR at-least sign SHA agreement .

Further "right of tag-along" and "obligation to drag-along" always need to co-exist as package OR both can be separately negotiated and accordingly enabled ? In other words can we have tag-along without drag-along or vice-versa


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Santosh Dhumal
18 February 2017 at 12:47

As per the AS 27 if company is required to prepare the CFS as per AS 21, then company has to follow the proportionate consolidation of all the Joint ventures. therefore, when company do not have any Subsidiary but only Joint Venture (in form the of Partnership / LLP). it is not required to prepare the CFS.

However definition of subsidiary defined under AS 21 and Companies Act 2013 differ, as per the Companies Act Joint Venture and Associates are also included in term of Subsidiary (Sec 2(87)). which resulting in preparation of CFS even in case of company having only Joint Venture.

But as per Rule 6 "The consolidation of financial statements of the company shall be made in accordance with the provisions of Schedule III of the Act and the applicable accounting standards:

Provided that in case of a company covered under sub-section (3) of section 129 which is not required to prepare consolidated financial statements under the Accounting Standards, it shall be sufficient if the company complies with provisions on consolidated financial statements provided in Schedule III of the Act"

So considering the above provisions my doubts are as follows,
1) Whether company having only Joint venture (in form of LLP) , in mandatory to prepare CFS or not. and
2) If company prepare the CFS u/s 129(3) of Companies Act 2013, would be it contravene with the Provision of Sec 133, where companies has to comply with notified AS. because company is preparing CFS, though it is not required to prepare CFS under AS 21.






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Sandeep K
17 February 2017 at 18:49

Hello,
I want to know that, can any person be authorise representative AOA & MOA of WOS company of foreign company (he is not director, officer or employee of the foreign company) by passing Board resolution only. do i have to attached INC -10 for authorized person.


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Sandeep Dubey
17 February 2017 at 18:05

Hello sir,

I need MOA & AOA of two types of company, one of the companys main object is civil construction, building developer, outsourcing of manpower and second companys main object is Hospitality, hotel etc.

Pls help me in this regards
sandeep.dubey55@yahoo.com


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