1. The Private Company was incorporated in beginning 2007
2. The Paid up Capital of Rs.1 lac (10000 shares of Rs.10/- each) was divided as follows:

1. Mr.P 99.90%
2. Mr.Q .1%
3. Mr.P, Q, R and S were the directors of the Company. Mr.P had entered into a shareholder agreement (SHA) with R and separate agreement with S to form this new Company, whereby Mr.P was to transfer 10% of shares each to R and S respectively. The same was done in year 2008 at face value. The SHA however, does not form part of the articles and is being informally agreed between the parties.
Revised Shareholding pattern in 2008 (Post above transfer) is as follows:
1. Mr.P 79.90%
2. Mr.Q .1%
3. Mr.R 10%
4. Mr.S 10%
4. Now, there was a deadlock in management as Mr.S could not bring in desired business and there was non-performance. Mr.S has resigned in end 2009 at his will and has also returned the shares at nil consideration and wants to move on. The same has been mutually agreed to between Mr.P, Mr.R and Mr.S.
5. The Book Value of the Company is very high in view of accumulated profits. Mr.R wants to just return the shares without any consideration and move on.
6. The Company has further done private placement in March 2010 for 40,000 shares to a Company which subsequent to this becomes its holding Company (80%). The Total Paid up Capital now is Rs. 5 lac.

Query :

1. Company Law : How can he return the shares to the Company so that it does not hit section 77 (Purchase of own shares by a company) and Section 100 (Reduction of Capital) of the Companies Act, 1956.
2. Tax : Please enlighten on the tax implications u/s 56 or any other section. We do not want any tax implication in the hands of the recipient.

Are there any restrictions on deposits and interest thereon :

1. From Directors in a closely held public ltd. company.

2. From Partners in a Partnership Firm?

Regards,
Rajiv Kaicker

Dear Friends

A Private Company having a paid up Capital of more than Rs. 1 Crore has entered into a Lease Agreement with one of its Group Company (also a Pvt. Ltd. Company) in which the Directors of the Company are interested and is paying a rent of Rs. 40000/- p.m.

Is this transaction covered u/s 297 and if yes, then CG approval will also be required as the paid up capital of the Company exceeds Rs. 1 crore.

please support your answer with ref. to any notification/ circular/ case laws comes in this regard


Plz. advise.

Thanks & Regards

Pls solve my query:-

Suppose Mr. X relative of a director is appointed as MD with salary of Rs.70000/- which is over & above the salary he is getting as a director. Now since Sec 314(1)not apply to appointment of MD,manager etc but As per Sec314(1B) three conditions are satisfied:-
1. Person other than director.
2. Remuneration more than Rs.50000/-
3. MD, Manager etc not exempt under this
saction.
He can hold office or place of profit after Sr and approval of CG as per Sec314(1B)
Now i m confused whether that person hold office or place of profit or not? please clarify rule U/s 314(1) and 314(1B).

hello friends,

Can some body tell me time limits for various payments made to labours and staff under different acts like Wages Act, Bonus Act.

Please explain the powers of Company Law Board/Tribunal in convening the EGM - the Guidance of Judicial Rulings(i.e.- The main principles that should guide the tribunal as regards ordering meeting to be called).

Pl. explain in simple words as I am not able to understand from the book.

Thank you.

We have file Form 25C with ROC which is five years back dated and was not filed till date.

Now, ROC has asked for clarification for delay in filing Forms.

CAn you suggest the sufficient reason for the same.

A partnership firm is converted into pvt co. under part ix of the companies act. can the firm still continue its business even after such conversion. Or should it stops it activities in the firm from the date of incorporation.

Dear all,

Can anybody help me regarding issue of share warrant?
and also need
1.Check list of issue of share warrant
2.Format of share warrant
3.is it require sebi guideline?

Amar

Dear Members,

A Limited Company is having 6 Directors on its Board out of them 4 are relatives (Brothers). One is designated as MD and 3 remaining as WTD.

The Company wants increase the remuneration of all WTD and MD to Rs. 350000 per month.

Please enlighten about the imlications of Section 314, will Company require to take permission from Central Govenment ? or a Special/Ordinary resolution will suffice?


Regards,
Sudhir Mutha