What are the consequences of not holding a Board of Directors meeting in an quarter.

Dear friends, this is a clause in the AoA of a Private ltd Co...

RETIREMENT OF DIRECTOR
16. One-third of the Directors of the company shall be liable to retire by rotation,
retiring directors being eligible for re-appointemnt

Now, I have some problems here....

1. The company has only 2 directors. (Cos the 3rd person passed away in March 2010). How to calculate one-third?

2. If one of these 2 directors has to retire, can there be a valid quorum for AGM?
Articles provide that there shall be at least 2 directors of the company.
PLUS, these two are the only shareholders! (Yes, the third person passed away in the first sub-question)
How to apply regulation 75 of Table A? Its not a board meeting??


3. Now, since sections 256 and 255 do not apply to private company, (this is not a subsidiary of a public co) can this director retire at a time other than AGM? The provision in articles is that the company shall appoint directors in general meeting....

4. Between these 2 directors, should the person who has been longest in office necessarily retire? Articles are silent in regarding the criterion for person who should retire?

Please suggest if adherence to rotation can be done away with, by back-date-altering-AoA-before-AGM or its ok to ignore the rotation for this time?

Can any body clear me that

is the director remuneration should be disclosed in Administrative exp. head
and it should be disclosed as AS 18 related party transaction .

In most of the annual reports i have seen some companies it disclose in administative head and some companies in AS 18 as a related party transaction .

whare should be it properly placed.

pls rpl urgent

Our company given corpoate gurantee to one llp. Is it required to file charge with form 8 to the ROC in the name of our company?

Hi
After receiving share application money , with in how many days issue of shares should be made .
And if not made what is the procedures should follow , and is there is any penalty ?

Whether Circular resolution can be passed for making an application for extension of time for holding AGM?

Respected sirs,

what are the aspects to be looked into for separating a subisidiary company from its holding company to give the former an independent status - both are government companies.

kindly give me a prompt reply....pls

Dear Friends Please solve the query.

1. whether section 297 of the companies act applies when one company is public ltd. and other is a pvt. company of the the first ones subsidary i.e. public ltd. company;s subsidary ?

2. if a pvt companiy becomes subsidary of Public company is there any need to increse members upto 7 and directors upto 3?
Thanking you in advance

Hi all,

The date of incorporation of a pvt ltd co is 20th june,2010. What should be the date of annual filing ?

Regards,
Abhilasha

what will be distictive no. for duplicate share certifiate suppose original 100 share allotted to Mr.x & distctive no. is 1-100, share certificate no. 1 then company allot 5000 shares & distictive no is 101-5100 , share certificate no. 2-6.. now company receive application for duplicate share certificate for 100 shares allotted to Mr.x ..my querry is what will be distictive no. for this duplicate share certificate ??? whether it is 1-100 ???or 5101 to 5200????