Anonymous
29 December 2014 at 11:00

Closure of register of members

Does a Public Unlisted Co, needs to give advertisement in newspaper for closure of Register of Members for the purpose of Rights Issue?


CA Gaurav Ajit Potdar

kindly help in clarifying this doubt
Facts:
a) Section 180 places restrictions on Board to exercise certain powers only with the consent of the company by a special resolution, which covers borrowing of money exceeding limits specified. this section is applicable from 12th September 2013,

b) Section 117 Requires certain resolutions to be filled with the ROC, which also includes special resolutions applicable in section 180 of the companies act 2013.Section 117 is applicable from April 2014

Query:
If a Company passes a resolution u/s 180 on 14th September 2013 then is this resolution required to be uploaded with ROC under section 117 ?

My View:
As per my view it is not necessary as date of applicability of section 117 is April 2014 hence resolutions passed prior to April 2014 need not be uploaded

Kindly provide your opinions/veiws


chetan
28 December 2014 at 20:14

Decrease in the remuneration of director

Good Evening Respected Sir/Madam,

i have one query related with decrease in the remuneration of a director. a PVT company incorporated as per new Companies Act, 2013 with 2 person who are the Whole Time directors as well as shareholders of the company. they want to decrease their salary from 25000 to 20000 p.m. in the article of the company A clause mentioned


"Subject to the provisions of the Act,—
(i) A chief executive officer, manager, company secretary or chief financial officer may be appointed by the Board for such term, at such remuneration and upon such conditions as it may thinks fit; and any chief executive officer, manager, company secretary or chief financial
officer so appointed may be removed by means of a resolution of the Board;"

Now my query is still the company needs to file MGT-14 or a simple board resolution is sufficient and taken into records?


rohit
28 December 2014 at 14:46

Company seal

There are 3 directors in a private limited co. Two of them are in foreign country and are non residents and the 3rd director is in india.Company Has a registered office in delhi.how can the co fix common seal on issue of share certificate ??? Can company seal go outside india? Can a common seal be used outside india ??


ASHISH SHARMA
28 December 2014 at 14:44

Director

why the partnership firm is not appointed as director.


parag
27 December 2014 at 17:57

Clarification on

As per Section 173 (1) -
"Every company shall hold the first meeting of the Board of Directors within
thirty days of the date of its incorporation and thereafter hold a minimum number of four
meetings of its Board of Directors every year in such a manner that not more than one
hundred and twenty days shall intervene between two consecutive meetings of the Board."

MY DOUBT :
Is it possible that a company holds all 4 of its Board Meetings within a span of just 1 month or 2 months or so? (Since now, there is no need to hold a meeting each quarter, as was required under the Companies Act, 1956)


Hardik Thakkar

Please provide the formats for company formation in DIR 12 Form,
for Letter of Appointment for director, Declaration by the first director

Thanks a lot . . .


CA PUNIT KUMAR
27 December 2014 at 16:55

Additional director section- 161(1)

Additional Director appointed u/s 161(1) of Company Act 2013 will be Rotational Directors u/s 152(6)(a) or Non Rotational Director u/s 152(6)(b) ??????


SHAMBHU YADAV
27 December 2014 at 16:11

Related party transaction

Dear Friends,
In a Private Company, A & B are the only 2 directors and also the only 2 members. As per the provisions of Section 188 (1) of the Companies Act, 2013, the interested members cannot vote on special resolution and As per Rule 15 (2) of the Companies (Meetings of Board and its Powers) Rules, 2014, interested directors shall not be present in the meeting during discussion of related party transactions.

In this situation, how they will pass resolution in Board meeting and also in General Meeting for approval of related party transaction.
Please suggest,,,,,,,,!!!


vandana agarwal

I HAVE FORMED A PVT LTD COMPANY IN AUGUST 2014 WITH AUTHORISED CAPITAL AS WELL AS PAID UP CAPITAL RS 1 LAC . THERE ARE THREE DIRECTORS THEY ARE ALSO PROMOTERS OF THE COMPANY.
MY QUESTION IS WHETHER A PROMOTER CAN TRANSFER SOME OF HIS SHARES TO AN INDIVIDUAL I.E NEW SHAREHOLDER.IF YES WHAT ARE THE COMPLIANCES PLZ REPLY AT cakoderma@gmail.com






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