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general qustions. Minutesm attendence of Directorsm share transfer

04 September 2015

1. If a company decided to maintain loose sheets for Minutes in its first Board Meeting how the minutes of the very first meeting in which such decion is taken should be maintined?

2. How can attendence of Directors be ensured when Minutes are signed by Chairman only? other than Directors attendence register

3. Value of stampst be affixed in share transfer deed (equity shares) if the transfer is agift form husband to wife

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3 Replies

CS MOHIT SALUJA (PRACTICING CS Jalandhar 9914558709) (5155 Points)
Replied 06 September 2015

1. although the board takes decision to keep the minutes in loose sheet but the decision can not be against the act which says to keep the minutes properly binded. The company will have to bind the mintues properly

2. Attendance register is must. Secondly if the board want to assure about presence of directors, they can have video shoot or snap shoot. Moreover, when the minutes include the item about "Leave of absence" which include the presence or leave of any director. that is sufficient proof that who were present in the duly held board meeting. But to make sure the attendance, attendance register is the only solution.

3. Stamp duty is paid only on amount of shares transferred. if the amount is not paid, then no need to affix the stamps thereon.

Arun C Mathew (MBA) (50 Points)
Replied 06 September 2015

Thanks for the Reply

I will tell brief background of the case.

In the company there were only 2 promoters directors, 2 sharholders. No returns were filed from incorporation 2007 onwards. Later in the year 2010 one among the two filed fabricated returns which included appointment of his wife as a director so that minimum quorum for Borad Meeting.The entire Minutes were replaced with fabricated ones. The other Director is shown as attended only one meeting in which the purported decision to appoint wife of the other is taken place. Also shares is shown as transfered to wife as gift. First meeting Minutes now submitted (though claim that the other Director as prsent) is only initialed by the person who done fraud as Chairman who is claiming that he was appointed as Chairman. The first Minutes is also in loose sheet. But the decion to maintain minutes in sheets is taken in that meeting.

So First queryis whether the first meeting minutes should be in book or loose sheet.

secondly is there needor signing of Minutes by the directors who attend the meeting

thirdly is share transfer deed valid without any stamp? SOme are saying that atleast the value of shares staps should be affixid even transfer is a gift

So the main question