Archana
22 March 2011 at 14:36

Non compliance of SCh XIII

Dear Experts,

A closely held public company
has appointed Whole time directors complying the relevant provisions of companies act. However, while giving remuneration under sch XIII it has not complied with the condition of appointment of independent directors and forming of remuneration committee.

Kindly lemme know of the consequences/penalties of such non compliance

thnx


Ashish Toms
22 March 2011 at 13:10

Section 314

Mr. X & Mrs. X are appointed as Directors of a Private Company. They were drawing monthly remuneration of Rs. 30000 each during previous year.
Ms. Y daughter of Mr & Mrs X is appointed as a whole time director. They propose to enhance the remuneration to all the Directors as below:
Mr. X Rs. 75000 per month
Mrs. X Rs. 50000 per month
Ms. Y Rs. 45000 per month
As far from my interpretation of Section 314, there is no office of profit if the directors do not take away anything over and above the fixed remuneration. But my doubt is the appointment of the Daughter as Whole time director. Is there any need to Notify the Central Govt. regarding the appointment or enhancement of remuneration?
Thanks in advance...



Anonymous

Exact meaning of substantial ownership and effective control of a company?


udit agarwal
22 March 2011 at 11:14

agenda of BM

is there any time within which the agenda should be placed or send to the directors of BM. which section deals with the same?



Anonymous
21 March 2011 at 21:20

formation of company

1) if a new company be formed by two separate existing company as shareholder/promoters.

2) if a company can have only two separate ltd companies as share holder and no individual person as shareholder.


Guest
21 March 2011 at 18:04

Applicability of Section 4.

Dear Friends / Experts,

ABC Private Limited, a Chennai Company was incorporated in 2006.

Company has got two shareholders with paid up capital of Rs. 1 Lac.

Shareholder 1 – US National, who is a director of the company – holding 5,000 equity shares of Rs. 10/- each or 50% of the paid up capital.

Shareholder 1 – Foreign Company – holding 5,000 equity shares of Rs. 10/- each or 50% of the paid up capital.

Query

Whether ABC Private Limited shall be a subsidiary company of the Foreign Holding Company.

Ans : ……………..

Whether the Foreign Company shall be a deemed public company as per Section 4 of the companies act, 1956.

Ans : ……………..

Now, Company has to file it’s First Annual Return. In the Annual Return under declaration, whether the following clause is applicable or not :

Declaration clause f.

since the date of annual general meeting with reference to which the first return was submitted or in the case of a first return since the date of the incorporation of the private company, no public company or deemed public company has or have held twenty five percent, or more of its paid-up share capital;

Ans : ……………..


I shall wait for your advise on the above queries.

Thanks.



Anonymous

what are the formalities regarding payment of professional fees to directors in private limited companies


Sherya
21 March 2011 at 16:10

section 297

Hi...Could any body tell me whether sec.297 shall attracts if a compnay give loan to the trust where both trust and company having the same person as directors and trustee,if is not so than is there any section where compliances need to be done....and what are the compliances..



Anonymous
21 March 2011 at 15:10

sample MoA and AoA

sir,

we are intent to start a cotton ginning and pressing mill in a partnership since we are intent to start it as a private limited company, we need a MoA and AoA in order to register a company with ROC. we are request you to provide us a sample MoA and AoA for a cotton ginning and pressing mill.
Thank you in advance.



Anonymous
21 March 2011 at 13:55

Resubmission of Form 32

Dear Sirs,

Kindly advise.

I had filed form 32 in respect of appointment of 2 Directors in Jan'2008.
Since then one of the directors appointed vide the form mentioned above has resigned and form 32 intimating his resignation is also filed.
Now recently I have got a system generated e-mail notice from ROC to resubmit the above first mentioned form 32 filed on jan'08 with board resolution copy.

My queries are as below:-
1. When form 32 is resubmitted in respect of appointment of the Director who has already resigned as noted above, whether his name would appear under view authorised signatory.
2. Can the Director who has been appointed vide form 32 in respect of which resubmission is desired dizitally sign the e-form 32 while resubmitting it. He is the only Director who has got the Dizital signature.

Kindly Reply. Its very urgent.

Thanking you in anticipation.

Best Regards,






CCI Pro



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