As per co act 2013 our co (pvt ltd co) falls under the category where they need to appoint internal auditor as it has outstanding loan from PFI of more 100 crores in 2013-14 but till date we have not appointed the internal auditor. now i want to know what will be consequences as sec 138 does not provide an penalty

Is this a mandatory condition to follow while doing Private placement (in a pvt. ltd. co.)-
Allotment must be made for not less than Rs 20000/‐ of face value of the securities for
each allotee.

If yes, than where it is mentioned and what is meant by 'face value'of securities. Please reply at earliest convenience.

Dear All,
Plz suggest me a book for The Companies Act, 2013 except act. which covered act as well as rules in the simple language.

Whenever i am trying to upload an e form, after 100% complete the upload, the browser window automatically closes or session expires or display blank page !!!!

Anyone knows the solution..?
Thanks in advance..

Sec 62(1)(a) talks about the rights issue but does not clarify about the consideration (whether in cash or kind), neither the rule mentions anything about the same, so

a)is it possible to issue right shares to directors of a pvt ltd company; for non-cash consideration to one director and in cash to another. here the directors are the only shareholders in company

b)if we can allot the rights issue as above will it be mandatory to get valuation report as in case of private placement.

Kindly clarify the above.

Can a Company take deposit from shareholders according to section 73 for this reason that Any amount brought in by the promoters themselves or their
relatives by way of unsecured loan in pursuance of a stipulation of
any lending institution on the promoters. Such exemption shall be
available only till the loans of the Financial Institutions are not
repaid and not thereafter.

There is A pvt limited company having 25 lacs authorisied capital and 2lacs paid up capital. the company is in-operative since its Incorporation. date of Incorporation is August 2013.now the company is strike off under sec. 560 voluntarily.What to do with the subscriber money.AND do the company need to close its Bank Account. If yes then what is the treatment with the amount in the account. Plz suggest.

Thanks in Anticipation



Regards
ACS Savita G.

QUERY ON CO.'S ACT 2013 wrt SEC. 180

FACTS:

A private Ltd. Co. has taken an ICD of Rs. 10 crore from its subsidiary co. in Nov’2013.

As per Sec. 180 of Companies Act, 2013 which was notified on 12.09.201, CO. TO PASS special resolution in gen. meeting of members

Hence provisions of this section are attracted but company has not passed the special resolution & hence not complied with the explicit provisions of Co.’s Act 2013.

The earlier corresponding section 293 and the new section 180 pertained to powers of the Board of Directors which can be exercised only at a general meeting by way of special resolution to be passed for the purpose. Section 293(1)(d) pertained to borrowing powers of the companies i.e. the amount upto which the companies could borrow was laid down in the special resolution which was approved by the members in the general meeting. Companies are allowed to borrow any sums of monies upto the paid up share capital and free reserves of the company. Any borrowal in excess of the combination of these two limits i.e. paid up share capital and free reserves required approval of the members in the general meeting by way of special resolution. Typically companies passed an omnibus resolution securing approval for Rs.X amount which was way above the paid up share capital and free reserves of the company but sufficient for the purposes of the company.

Section 293 of the Companies Act, 1956 was applicable only to public companies i.e. private limited companies were exempted from this requirement and therefore they could borrow any sums of money upto any limit without the need of seeking any approval from the members of the company. Now Section 180 is applicable to all companies i.e. public as well as private. So now onwards even private companies have to seek the approval of their members if they are intending to borrow monies in excess of their paid up share capital and free reserves.
QUERY:

Now what should this co. do (as sec. 180 applicable from Sep'13 & ICD taken from subsi. co. in Nov.'13) as regards this ICD taken from subsidiary co. Co. had although passed resolution in board u/s 293(1)(d) in this regard as a good corporate governance practice (although not statutorily reqd. to be passed by a pvt. ltd. co.)

As per the provisions of Companies Act 2013, Unsecured loan i.e. deposits shown in the balance sheet as on 31.03.2014 is required to be repaid within 1 year from commencement of this Act.
Can I issue shares against the deposit money to the respective lenders before 31.03.2015? If yes, what is the process?
Or, Is it necessary to return the deposit money?

Is there any provision or rule in Companies Act for controlling the language/format (including grammer, style etc.) for drafting board resolution or any other resolution of Companies?