Sir,
A company goes into liquidation. Nominal value per share is Rs.100/- and issued price is Rs.150/-. A shareholder has paid Rs.80/-. Now, what is the liability of the member? Is it the amount unpaid on the nominal value - Rs.20/- or total amount remaining unpaid - Rs.70/-(150-80)?

Dear Sir,
pl provide me the details for teh following
1. How to value the share when a merger is taking place ?
2. What are the proceedures to be followed for merging a non listed co with a listed co
3. How to value the Listed co share

I require the detailed steps with an example.
Thanks
Regards
Gunasekar

Dear Sir,

Can you please explain the term IEM (Industrial Entrepreneur Memorandum).

To whom the registration under IEM is binding & what is the procedure for making the said application?

Dear Sir / Madam

I request you to clarify the following:

1. A Director of one of our client resigned in Feb 2007.
2. We could not file Form 32 because the said director did not have DIN.
3. We generated it thrice but it got rejected on some pretext or the other.
4. Now, it is likely to get approved.
5. For filing his Form 32 at this stage, do we need to have DIN-3 compliance in place?

The reason for this question is that he was a nominee director in the Indian Company and he has resigned from the parent company a year back. Now, he is not co-operating in completing the Indian company law compliances. Further, we want to avoid going back to him for getting signatures on any docs.

Kindly provide us with a workable solution so that the procedures can be completed without a fuss, at the earlies

You may contact me on my email id.s chetan_5050@yahoo.com or chetan5050@gmail.com

Best Regards

Chetan

Dear all,

I have to appear in CA Final exam in November 2008, my doubt is regarding the SEBI Guidelines in paper of Corporate Law.

For exam purpose from where(Except SEBI website) i can get latest SEBI guidelines in precise form & easy to understand language.



plz. help.
Jatin Bhardwaj

Sir,
I thank all for earlier suggestion.
I have a very important query and please advise me on this
This query is relating to Director disqualification u/s 274(1)(g) under Companies Act.
There are two public limited companies A and B and there are common directors in both companies.
The company A has finlaised the accounts for 2006-07 on 01.09.2007.
The annual returns for 2006-07 have also been prepared and we have not filed yet which we will be filing this week with additional fees also.
Now this company A has also not filed for 2004-05, the date of AGM being 01-09-2005 and not filed for 2005-06, the date of AGM being 01-09-2006

Summary For company A
----------------------
F.Y. Date of AGM Annual
Returns with
ROC filed date
------ ------------- -----------
2004-05 01-09-2005 28-01-2008 (filed belatedly with fine)

2005-06 01-09-2006 will be
filed with in this week

2006-07 01-09-2007 will be
filed with in this week

2007-08 01-09-2009 financial year
not yet closed

Company B has filed annual returns till date.

As stated above, we filed the annual returns for 2004-05 on 28-01-2008 and we will be filing the other two immediately.
My understanding of the section 274(1)(g) is that for any attestation on 2007-08 onwards, even if we file the annual returns now, this section will not be attracted immediately. But I do not the date from which, the applicability of Sectio 274(1)(g) in the above scenario is applicable and for what activities it is applicable?
Which date is important here for the applicability of Section 274(1)(g)?
1.Please let me know whether this situation is going to attract Section 274 1(g) for company A?
2.The company A has also closed its operations and is only on the verge of selling its fixed assets also.
3.The company B being a active and regular public limited company(has regularly filed annual returns till date), whether the directors being common to both A and B are safe in terms of the above?
3.If yes, is there any compounding of offence under which the same can be regularised so as not to render the directors also disqualified for Company B also. This is because, the directorship of common directors in Company B is very very important and please let me know this positively and I am keeping my fingers crossed with anxiety.
Please suggest me how the common directors can be saved from disqualifying from Company B directorship.

Regards,
M.P.Arun

PE- II MAY – 2006
Paper -3, Business and Other laws

We are herewith furnishing the questions and answers as produced in suggested answers to questions set at the PE-II Examination Group I May, 2006

Question No.10
(b) (i) Can the declaration of Board of Directors of interim dividend be revoked.


Ans: Dividend
(i) The Articles of a company may empower the directors to declare interim dividends, i.e., dividends in between its two annual general meetings. The Board may from time to time pay to the members such interim dividends as appear to it to be justified by the profits of the Company. (Article 86 of Table A)

An interim dividend is not a debt. It is a settled law that in case of an interim dividend which the directors have resolved to pay, they have an option at any time before payment to review their decision and resolve not to pay.

Hence, interim dividend declared by Board of Directors may be revoked.

We wish to draw your kind attention to the following:

Section 2(14A) defines dividend as “dividend” includes any interim dividend, [w.e.f 13.12.2000]

Section 205(1C): The provisions contained in sections 205,205A, 205C, 206,206A and 207 shall, as far as may be, also apply to interim dividend.

205(1A): The Board of directors may declare interim dividend and the amount of dividend including interim dividend shall be deposited in a separate bank account within five days from the date of declaration of such dividend.

205(1B): The amount of dividend including interim dividend so deposited under sub section (1A) shall be used for payment of interim dividend.

Friends
, in view of the above changes in the law w.e.f 13.12.2000, our understanding of the provisions as far as revocation of interim dividend is that, interim dividend can not be revoked. Even if it can be revoked then it has to be revoked within five days from the date of declaration i.e. Board resolution.

Please clarify this.

Can a Company be a partner in a partnership firm? If possible, how can the creditors of the partnership firm proceed against the company for recovery od their dues incase of dissolution of the firm? If the company is held liable, from what source will the company pay off the firm's creditors and what will be the impact on the company's own creditors and shareholders?

sir,
after the new amendment dividend includes interim dividend. so rules that apply to dividend applies to interim dividend. so can board of directors revoke interim dividend after being declared?

thanking you
tima

Hi,

I am runing a partnership firm with one partner, which is established 2 months before.Nature of business is to provide Security Personnels ( Guards )
Please advice me on following things -

1) Is it possible to convert the same firm in to a Pvt. Ltd company ?

2) If yes then, service tax , PF, ESIC, PT registration nombers will remain same ? Or we have to register again ??

3) How many days it will take to convert the same? and what will be the total aprox expences for that ??

Please advice.