Is There any copulsion to pvt. ltd. company to transfer the profit to general reserve in case of profit.Is there any minimum proportion which must be provided?

can a single director call a board meeting when company has four directors

sir/Mam

I have a Pvt Limited Co..which was established in 1986,,but since 2006 the company has not been operated and no return has been submitted.Plz guide me if i hv to operate the same Co..

thanx/Regards

1. what are the disclosure required to be made in prospectus in respect of promoter or promoter group ?
2. what are the consequences of failure to get shares listed in recog. stock exchange ?

Kindly some one guide me to treat the fixed asset sold during the year in the Balance Sheet and the corresponding depriciation calculation.

A company is amalgamated with another co. "Appointed date" as per High Court's order is 1/4/2008. For the purpose of facilitating amalgamation the transferor company was made fully owned subsidiary of the transferee company on 10/5/2008. The "effective date" of amalgamation and date of passing order is 26/08/2008. Does that constitute that the transferor co became subsidiary of transferee co before amalgamation?

If authorised capital of a company is to be increased say from Rs 30,00,000 to Rs 50,00,000 what are the requirements as per companies act?(for eg no of resolutions to be passed, types of resolution, forms to be filed with ROC etc.)

Dear All,

I have a query on new Companies Bill.

Sec. 2(zza) “key managerial personnel”, in relation to a company, means —
(i) the Managing Director, the Chief Executive Officer or the Manager and where there is no Managing Director or Manager, a whole-time director or directors;
(ii) the Company Secretary; and
(iii) the Chief Financial Officer;

Furher, section 178 provides that:
(1) Every company belonging to such class or description of companies as may be prescribed shall have whole-time key managerial personnel.
(2)Every whole-time key managerial personnel of a company shall be appointed by means of a resolution of the Board containing the terms and conditions of the appointment including the remuneration.
(3) A whole-time key managerial personnel shall not hold office in more than one company at the same time:
Provided that nothing contained in this sub-section shall disentitle a key managerial personnel from being a director of any company with the permission of the company.
(4) If the office of any key managerial personnel is vacated, the resulting vacancy shall be filled up by the Board at a meeting of the Board within a period of six months from the date of such vacancy.
(5) Where a company fails to comply with any of the provisions of this section, it shall be liable to a penalty of one lakh rupees and every director and key managerial personnel who is in default shall be liable to a penalty of twenty-five thousand rupees, for each such default.

1. In my opinion, section 178(1) states that "shall have whole-time key managerial personnel". It does not states "shall have a whole-time key managerial personnel or atleast one key managerial personnel"..

2. We all know the personnel (context sec 178(1) is used both for single person and plural.

3. Further, my opinion gets support from sec 2 (zza) (ii), as it uses word "and" after company secretary.

4. Choices are given in sec 2 (zza) (i), as it uses "or" for the Managing Director, the Chief Executive Officer or the Manager and where there is no Managing Director or Manager, a whole-time director or directors;

Hence, in my opinion in light of above interpetation, appointment of all KMP is required.

We require clarity on this matter.

What are your opinions?

Regards,
Manish

Checklist for appointing a Director in a group company? What is the procedure?

If company has net loss, how much director remuneration can be provided?