Two directors were appointed as additional directors and thereafter the other directors (who were the first directors) resigned from the post of directorship but still hold 100% shares of company. This was all done in the first year of incorporation which was FY 2013-14 and thereafter no AGM held and no annual filings have been done. As of now the company has only two additional directors, who were appointed in FY 2013-14 as per MCA records.
Further the company has not commenced any business since its commencement.
Now my queries are:
1.Who was responsible for e filing ?
2.Are additional directors disqualified as per Section 164(2) [in my opinion this is not possible because as per the provision of Section 161, additional directors shall hold office till next annual general meeting or the last date on which the annual general meeting should have been held, whichever is earlier.].
3.How to remove the name of Additional directors from MCA site.
4.How to strike off name of such company.


Your views would be very much appreciated.

A private co. incorporated in oct 2015.
the co didnot filed any thing to any department yet.
i want to ask that what is the procedure to appoint auditor of the company as the first auditor whose named mentioned in MOA has surrendered the COP.
Which forms to be filled and wat are the penalties to be paid.
The co has not filled ITR also.
What are the complete formalities to be done in this case.

I'll be very thankful to the experts.
Thanks & Regards
Dhiraj Gupta

In case of conversation of pvt. Co. Into public co. Or vice versa , articles and memorandum ( name clause) is altered.? So mgt -14 for alterat in articles is fo b filed within 15 days and that for.moa within 30 days .
SO IT MEANS THAT TWO SEPARATE MGT-14 IS FILED TO GIVE EFFECT TO THE CONVERSION.?

Please elaborate the provision if any regarding whether a corporate can give loan to another corporate?

Hi,
If one Pvt ltd. has Authorised and Issued capital of Rs. 5,00,000. Now one director want to issue 1% preference to other person out of his shares. Is it possible in Companies Act, 2013 as company has only one class shares and not have any unissued share capital.
what is procedure and what is best way in this scenario.

Thanks

As per companies act , allotment has to be made pursuant to private placement by the co. , within 60 days of receipt of application money..so what is we receive application money on different dates?

Dear Experts,

Can a company accept cash in lieu of the shares issued to the subscribers of memorandum ?

Scenario:
Company A (India) Ltd. is held by Company A (US) Ltd.
Company B (India) Ltd. is held by Company B (US) Ltd.
Both Company A (US) Ltd. and Company B (US) Ltd. are under the same management.
Company A (India) Ltd. is bigger in size and operations as compared to Company B (India) Ltd.
Management wants to merge both Indian companies in due course, and hence exploring various options considering Indian compliance / approval requirements. As a part of this, they are expecting minimum complication / compliance / approval requirements, as well as easy funds transfer to close the deal with US counterparts.
Options considered:
(1) Company A (India) Ltd. will merge with Company B (India) Ltd. As a part of this, after obtaining necessary approvals from MCA/CLB, share transfer will happen from A (US) to B (India) at a pre-defined consideration. This is expected to happen based on valuation of the entity, which will involve a very long and cumbersome process of going through required approvals etc.
(2) Company A (India) Ltd. will merge with Company B (India) Ltd. but not by taking above route, but some different route as follows:
a. B (India) will raise money by issuance of NCDs to B (US)
b. B (India) will utilise that money to buy shares of A (India) from A (US) at fair valuation of shares.
c. Thus, B (India) will become shareholder of majority of shares of A (India).
d. Once this is done, B (India) and A (India) merger process can be started in due course.
e. Once both the companies are merged, surplus money of A (India) will eventually become money of the merged company B (India), and that money can be utilised to repay the amount to square off NCDs.
This process will comparatively be less cumbersome with minimum approvals, and thus, will become faster process.

Questions:
(a) Whether both the options above are in line with Indian regulations?
(b) The management prefers to adopt option 2. Do you think that they are right in determining that this option will be faster at the same time complying with all statutory requirements?
(c) Do you have any better options that can be considered to meet the objective of the management?

Can a Pvt ltd company raise a loan from director's relative if yes then is there any limit?

Hii,

the company has 3 director having 33% shares each.
now 1 director want to resign.
what is the procedure to allot his shares to other director