Dear All
Kindly provide the definition of independent directors

ABC Limited, Unlisted Public Company,wants to take approval of the shareholders for following in the AGM, can it do so in single GM at a time?
1. Declaration of Dividend
2. Increase in Authorized Capital
3. Bonus Issue of Equity Shares
4. Preferential Allotment (as the Company received Share Application Money from Director(existing shareholder) and wanted to issue Shares to them)
5. 81(1A) for Public Issue of Shares

If yes, then what guidelines/circulars/rules applicable and need to follow?

Please also suggest the procedure to fix record date, as the above queries relating to many issues, is it necessary to close books for Bonus & dividend purpose or fixing record date suffice, also suggest do we need to give newspaper ad for said purpose????????

In one of our client company an independent director is appointed on 10th of june. at the time of appointment he was not holding DIN can sign/authenticate balance sheet which was placed for approval in the same meeting in which the proposed resolution to appoint him is moved in the first instance.

my second query is that can the independent director be appointed as a consultant in one of the group companies? what are constraints/what is the position if he is going to be appointed in an unlisted public company
It is an urgent query, i request the learned members to help me in this regard

I want to register a LLP for capital contribution of Rs. 5 Lakh.

How much fee/ stamp duty i have to pay to MCA. and what will be the professional fee for it .

Procedure of Pvt company convert in to section 25 Company, Can it is automaticaly converted if we have filed form 24a and get licence u/s 25 alongwith amendmend in MOA & AOA respectively

My query is whether compliance is required to be done under Section 187C under the following situations:-

1. At the time of incorporation, when there are 7 shareholders (1 - held by the holding company & the other six nominees holding shares on behalf of the holding Company) whether complaince under 187C i.e form 22B, form I & II are required to be done?

2. If there is change in nominee (i.e one nominee who was the employee of the Company has left the Company & in his place a new employee is appointed who would be holding shares as nominee of the holding Company now)whether compliance under 187C is required?

3. In situation two if the shares are transferred to the holding Company directly (i.e nobody would be nominee)considering the fact there are 8 more shareholders in the Company ; then whether compliance under 187C gets attracted?

30th June 2011

WITH DUE RESPECT TO THE FORUM MEMBERS, I am raising the query once again for further clarification:

Preamble of the Issue

Mr.X is a Director of the Company XYZ Private Limited
Mr.Y is a relative of Mr.X

Mr.Y who is the relative of Mr.X (Director of the Company) is being engaged as a consultant on a monthly payment of Rs.50000/- wef 1st April 2011. The provisions of Section 314(1B) is attracted for the above said appointment of Mr.Y as consultant. In my opinion this requires the following approval:

(1) Board of Directors prior approval.
(2) PRIOR approval of the Members of the Company by way of Special Resolution [Section 314(1B)] – That is Members resolution should be obtained prior to making the payment


(Note : Central Govt. approval is not required since the payment does not cross Rs.50000/-) (Kindly note that I am not taking into consideration the recent circulars enhancing the limit from Rs.50,000 to Rs.2.50 lacs

My above interpretation has been acknowledged and confirmed by some of this forum members. However one of my friend who happens to be a Company Secretary, says, that PRIOR APPROVAL of the members is not required for payments between Rs.20,000/- to Rs.50,000/-. He says that approval of the members can be obtained at the next general meeting held for the first time. I am not convinced by his opinion. I request this forum members to further clarify this issue. My intention is not to offend anybody including my friend. However since I want a better clarity on this issue, I am once again placing this issue before this forum.

With regards

Muralidharan

Dear All
Please help me with relevant sections under companies act, which could identify statutory compliance requirements by an Indian private ltd company.

Thanks.
With regards,
Divya

Hello..,
Plz tell me that the effective date of revised format for Balance sheet as per Sch. VI. Is it applicable from this Ass. Yr. i.e. 2011-12. ?

What is the procedure to alter Arlicle of Association....



Thanks/Regards..
Mohd.S Ali