What is the procedure for creation of subsidiary by listed company? What are the legal requirements to be fulfilled?

Please explain me the process in detail as per sec 283 of the companies Act in regard to vacation of Director of a company who had not disclose his interest under section 299 or had taken loan under sec 295 of the Act.

Whether we have to File Form 32 for changes in director or there is any other way in this situation.

Dear Forum Members

The Authorised share capital of a public limited is Rs.15.25 crores divided into 12,00,000 equity shares of Rs.10/- each and 32,50,000 preference shares of Rs.10/- each.

The paid-up capital is Rs.12,88,00,000/- divided into 96,30,000 equity shares of Rs.10/- each and 32,50,000 preference shares of Rs.10/- each.

The company is going to convert the preference capital into equity capital as per original terms. The existing authorised equity capital is inadequate to accommodate the converted equity shares. The company also do not want the preference shares in the authorised capital. Hence it is proposed to alter the Authorised Capital clause as Rs.15,25,00,000/- divided into 1,52,50,000 equity shares of Rs.10/- each. This will only be a mere alteration in the existing authorised capital by passing requisite resolutions at an EGM. According to me no fees is payable to ROC as there is no enhancement in authorised capital (this is only interchange of the existing authorised capital)

Kindly advise whether the same will be in accordance with the provsions of the Act.

with regards

Muralidharan

Dear Expert Members

A private limited company wish to amend its Articles towards "Directors Qualification Shares" (Note : Section 270 is not applicable to private limited companies. However the company wish to amend the Article due to the condition levied by a financial institution while granting term loan)

I give below the proposed ARTICLE which is to be brought into the Articles of Association of the Company. I request the expert members to advise whether the said Article will be in compliance with the provisions of the Act. Please note that eventhough the financial institution has levied this condition it has not specified the number of shares to be held by the directors as minimum qualification shares. Hence I propose to keep the number of shares open which shall be decided by the board from time to time in accordance with the law. The following Article has been drafted keeping the above in mind.

"THE DIRECTORS OF THE COMPANY SHALL HOLD QUALIFICATION SHARES IN THE CAPITAL OF THE COMPANY AS MAY BE SPECIFIED AND DECIDED BY THE BOARD OF DIRECTORS FROM TIME TO TIME IN ACCORDANCE WITH THE PROVISIONS OF THE COMPANIES ACT, 1956."

with regards

Muralidharan

Consider the following scenario:
ABC, a private co. has a wholly owned subsidiary XYZ. ABC now wants to merge with XYZ.
Question:
1. Can ABC necessarily have to amalgamate with XYZ, or can ABC also "takeover" XYZ?
2. I understand that amalgamation as per Sec 394 of the Companies Act, 1956 may or may not attract stamp duty depending on the state of incorporation etc., what is the take on "takeover" i.e., if take over in Q(1) above is possible, what would the stamp duty implications be?

Thanks in advance

Can resolution be passed outside India in respect to authorise 1 director of pvt. ltd. to sign any business documents on behalf of co.?There are only 2 directors and both of them outside India and matter is urgent.Document will be filed electronically with digital sign.

Can any one send me format to pass resolution?

Dear Sir

My company is Public Limited Company and my Board of directors want to delegate thier tendor power for signing its documents to a third party who is neither employee of the company nor associated with directors , can the board do so?

Please answer

Regards

Sanjay Srivastava

I want to ask that can a company going to be incorporated have a shareholder having 100% shareholding(this holder is a company incorporated in foreing country).And if it is possible than what information will be given in MOA in subscribers collumn which requires two members mandatory plus the subcribers should also hold at least one share.Guidence of practising Company Secratory will be appreciable.

THANKS

DEAR EXPERTS

MY QUERY IS, A PRIVATE LIMITED CO. HAS NOT PREPARED ITS ANNUAL ACCOUNTS SINCE PAST 5 YEARS BECAUSE OF NO ACTIVITY OR ALMOST NIL ACTIVITY . NOW, THE CO. IS DOING WELL. AND DUE TO PRESSURE FROM SERVICE TAX DEPARTMENT THE COMPANY IS IN THE PROCESS OF PREPARING ALL THE FIVE YEARS ACCOUNTS. MY QUESTION IS WHAT SHOULD BE THE DATE OF AGM AND DATE OF SIGNING REPORTS, CAN WE PUT CURRENT DATE FOR THE PREVIOUS YEARS ALSO AND WHAT ARE THE CONSEQUENCES.

PLEASE ITS URGENT

Hi frendz,

We are encountering an issue on the procedures of EES..The concerned Public Co have not filed DIN3 or Form 32 for ages
and the company is planning to go for EES...
can they avoid disclosing one f th Subscriber to MOA..
is there any provisions???

MOA is the only document in vch the persn s named and not in any other forms or documents with ROC...
Pls hlp...

Thanks in advance..