CA Ashish Joshi
09 February 2010 at 08:50

Appointment of directors by Board

Hello sir,please guide for following query.As per Sec.260,for appointing additional director(s) no approval form CG is required u/s 259(increase in no. of dir.)On the contrary it is written that no. of directors including additional director shall not exceed max strength fixed for the Board by the articles.
What is the meaning of this???Please comprehend the answer so that i can understand better.
Thanks in advance.


Aravind Kannan
08 February 2010 at 22:17

Issue of duplicate share certificates

Can a company issue duplicate share certificates, without the approval of the board?
Can a committee of executives alone be formed to issue duplicate certificates?


SUMAN
08 February 2010 at 18:12

format of explanatory statement

can any body provide me explanatory statement of name change and object change.

reason of change: since co has not started the business for which purpose it was incorporated.()from nbfc business to real estate or construction business

its urgent .tks in advance


Ramesh Chandra Pusola
08 February 2010 at 18:12

Re-Submission of Form No. 23

Dear Experts,
Please solve me query which is as follows:
We had made changes in object cluase of company mainly main object clause.
During the change we had added the new main object and previous main object cluase are to be transfer to "C" clasue.
But while preparing the memorandum of association of company we forgot to transfer the previous old main object to Clause "C" of Memorandum of Association and same are deleated from main object also and we uploaded the form as it is.

My query is whether we can resubmitt the Form No. 23 by additing the previous main object cluase or we have to file another form no. 23 to made addition of previous main object to clause "C" of memorandum of Association.
what it the procedure please do the needful.
Your advice will be great helpful.
Thanks in advance.
Thanking you,
With best regards
Ramesh Chandra Pusola


ashish
08 February 2010 at 18:07

clause to be insert in MOA

hi all,

our company is stock broker, dp and commodity exchange and we have to insert A clause in our MOA to provide DP services. please provide me a performa of clause to be inserted in main objects to provide DP services.

thanks to all of you for your valuable contribution.


dhanya
08 February 2010 at 16:15

deemed dividend

sir,
a company has taken premises of directors on rent and paid security deposit for the same. whether attract sec2(22)e?



Anonymous
08 February 2010 at 15:24

quorum

as per Section 174 of the Companies Act, 1956, two persons personally present in a general meeting of a private limited company form a quorum.
In the case of the meeting of the 100% subsidiary company if the members attened are (1) representative of the holding company u/s 187
(2) proxy of the 2nd holder who hold 1 share as a joint holder of holding company, wherther forms a quorum.


sumit bhartia
08 February 2010 at 14:48

Statutory Register

My Company is having a paid up capital of Rs 1 lacs

do i have to maintain the statutory register in hard copy or soft copy will do

what does law says

If in soft copy can anyone please give me the format

sumit


Vignesh
08 February 2010 at 11:43

Sec. 299

Dear Sir,

A Ltd (5 lac pu capital) contracts with B Ltd. (5 lac pu capital).

Mr.P is one the directors of A Ltd.(He is not director of B Ltd.)

Mrs.S is mother of Mr.P and she holds 5% holding in B Ltd.(She is not director of B Ltd.)

Has Mr.P disclose this in Board Meeting.

Regards,
Vignesh.J


Shiva Kumar
07 February 2010 at 20:30

Auditor - Unwillingness to be re-appointed

If the retiring auditor have expressed their UNWILLINGNESS to be re-appointed, should the company still go for 225 route and Special Notice to be given??

If answer is Yes, then the following points seems illogical

1. Before going through Section 225, pause a second at 224. The First Provisio to Section 224(1) says that the Company has to get in writing from the auditor that if appointed he will be within the limits prescribed under 224(1B), that is maximum limits.

If at this stage, the present auditor says, "Yes, I would like to be appointed", then 225 comes into picture. Only if the present auditor accepts the appointment and then the Shareholders are not interested in such auditor only then 225 will apply.


If you carefully see 225, it says, the notice has to be sent by the shareholder to the Company, that "I don't want this person as my auditor." When the auditor himself as refused to be reappointed where is the question of Shareholder wish of a different auditor.


Also, if you observe, it is said that the present auditor should be heard before appointing somebody else. What is the point in giving an opportunity to the retiring auditor if he has already expressed his unwillingness to be reappointed?.


So, to Come to Sec 225, first 224 hurdle (accepting to be reappointed) is to be crossed. So, when the retiring auditor expresses his unwillingness to be reappointed, there is no Scope of 225

Also, there are some technical lags

It says, Special Notice has to be given 14 days before the Meeting. How does the Shareholder know the Date of the Meeting??

For him to know the Date of the meeting, the company should have issued the regular AGM notice. Agreed?

If such regular notice has to be issued, then, are we not required to state the reappointment of auditor as an item.


So, in this case to go via 225, even though the retiring auditor has expressed his unwillingness, still we have to issue a notice and say, he is to be reappointed without getting the confirmation from him as state in 224(1) proviso??



So are we trying to say that we have to give a notice to shareholders that AGM will be conducted and retiring auditor is willing to be reappointed just for the sake that we can go to 225 and appoint somebody else.

Corporate Examples

1. Ranbaxy in 2007 - Ranbaxy's Directors recommended appointing BSR & Co as Walker Chandinik and Co expressed there unwillingness to be reappointed in 2007

2. Arvind Chemicals in 2008

Can someone please give me a bit more clarity. A simple one line answer is not what i require. Can someone counter the above points and say 225 is applicable.

Thanks A Lot

Shiva






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