Consider the following scenario:
ABC, a private co. has a wholly owned subsidiary XYZ. ABC now wants to merge with XYZ.
Question:
1. Can ABC necessarily have to amalgamate with XYZ, or can ABC also "takeover" XYZ?
2. I understand that amalgamation as per Sec 394 of the Companies Act, 1956 may or may not attract stamp duty depending on the state of incorporation etc., what is the take on "takeover" i.e., if take over in Q(1) above is possible, what would the stamp duty implications be?

Thanks in advance

Can resolution be passed outside India in respect to authorise 1 director of pvt. ltd. to sign any business documents on behalf of co.?There are only 2 directors and both of them outside India and matter is urgent.Document will be filed electronically with digital sign.

Can any one send me format to pass resolution?

Dear Sir

My company is Public Limited Company and my Board of directors want to delegate thier tendor power for signing its documents to a third party who is neither employee of the company nor associated with directors , can the board do so?

Please answer

Regards

Sanjay Srivastava

I want to ask that can a company going to be incorporated have a shareholder having 100% shareholding(this holder is a company incorporated in foreing country).And if it is possible than what information will be given in MOA in subscribers collumn which requires two members mandatory plus the subcribers should also hold at least one share.Guidence of practising Company Secratory will be appreciable.

THANKS

DEAR EXPERTS

MY QUERY IS, A PRIVATE LIMITED CO. HAS NOT PREPARED ITS ANNUAL ACCOUNTS SINCE PAST 5 YEARS BECAUSE OF NO ACTIVITY OR ALMOST NIL ACTIVITY . NOW, THE CO. IS DOING WELL. AND DUE TO PRESSURE FROM SERVICE TAX DEPARTMENT THE COMPANY IS IN THE PROCESS OF PREPARING ALL THE FIVE YEARS ACCOUNTS. MY QUESTION IS WHAT SHOULD BE THE DATE OF AGM AND DATE OF SIGNING REPORTS, CAN WE PUT CURRENT DATE FOR THE PREVIOUS YEARS ALSO AND WHAT ARE THE CONSEQUENCES.

PLEASE ITS URGENT

Hi frendz,

We are encountering an issue on the procedures of EES..The concerned Public Co have not filed DIN3 or Form 32 for ages
and the company is planning to go for EES...
can they avoid disclosing one f th Subscriber to MOA..
is there any provisions???

MOA is the only document in vch the persn s named and not in any other forms or documents with ROC...
Pls hlp...

Thanks in advance..

How we can remove a subsciber to MOA, we have not filed any form 32 or DIN 3 of that company, and not allotted any shares to him actually..

can a private co. be a listed co.?

What is the procedure to become director of a public ltd co.? I m having 30% holding in a public ltd co. And current MD (whole time director) is having 51% holding in co. But he does not intend us to enter the co as management. But there are another 2 directors (who have just 2-3% holding in the co) who favor us to become director of the co. Plz advise if favor of 2 directors and oppose of the MD will decline my becoming director of the co. OR other shareholders also have to vote for me to enable me to become director of the co.

Directors are admitted what forms to be submitted to ROC and attachments (DIN 2) to be made and fee to be paid.

Is it necessary to furnish consent letter to the ROC and format thereof.

Increase in authorised share capital, what are the steps to be taken and forms to be filed with RoC.

Is it necessary to Register DIN of the newly admitted directors.

What are the procedure to be followed for creation of charge and forms to be filed to ROC.

Pl clarify.