A pvt.ltd. compnay was formed 40 years ago with 8 share holders (2 groups of 4 members each). Each group appointed 2 members to the Board of Directors, so total 4 directors. However, share certifcates were never issued. Share holders list is annually filed to RoC but no share holder has shares. Now there is dispute amongst the members and one group of 4 members representing 50% of share holding want to complain u/s 397 to the CLB. Will the absence of physical shares affect their position?
Yes it will affect.. Since it is a Pvt ltd company, an application U/s 397 is likely to be rejected since there is no details of the share holding pattern.. But then i still dont understand how was the Annual Returns accepted. You have to disclose the No of shares held by each director in it.. Apart from it the MOA too requires that aleast minimum number of shares should be alloted.
@ LKR thanks for your reply. RoC retrun ha sdetails of the share holding pattern. But the physical share certificates were not issued to the share holders. The share certificates were printed. No of hsares, face value of shares, ledger foloio number, everythin is mentioned on the share certifictae. BUT, the common seal is not afffixed and the share certificates are not signed by the two initial direcors. And moreover even these incomplete share certificates are not in the possession of the individual shareholders.
therefore, for filing u/s397/298, can share older take recourse to the list of share-holders filed iwth RoC?
Vardhaman Group of India
Pimpri Chinchwad
CA Inter
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