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.

Dear Experts,

Please see the following query and do the needful :

ABC Ltd. was incorporated on 05.01.2009.

The company is fully inoperative till date.

In fact, the company did not even collected the Certificate for Commencement of Business.

But, after the letter of RoC only, the company filed the necessary form and collected the Certificate for Commencement of Business.

TILL DATE, THERE IS NO BUSINESS AND THE COMPANY IS FULLY INOPERATIVE.

Query : Whether the said company shall come under EES, 2010, as somewhere I noticed the expression that

'Only eligibility criteria is “being inoperative” or “not carrying on any business” for atleast two years'.

My doubt is with regard to 'two years'.

The said company is just 18 months old.

Experts may express their views on the applicability of EES, 2010 for the above said company.

I shall wait for your views.

Hi Everybody. My question is can a Company create a charge on future assets i.e. assets yet to be acquired by the Company?

Hi,

Can u pls explain me the procedure for conversion of preference shares to equity shares.

For what period redeemable pref shares can be issued.

If the equity shares are to be issued at premium, should the company requires sufficient reserves and surplus in books.

Any other conditions there to be fullfilled?

Thanks in Advance

Jaison

Dear Experts,

please let me know which provision of Companies Act 1956, make it mandatory for a Partnership Firm converted into private Company, to adapt the Articles of Association.

Hi,

If a apply for exit under Easy Exit Scheme,2010, can I reinstate my company u\s 560 of Companies Act? Will that provision hold good under this scheme?

Dear Experts,

We have paid up capital of 10000 equity shares of Rs.10 each.

We have issued the share certificate, starting from Distinctive number 1 to 10000/-.

Now, we have consolidated the shares of Rs.10 each to Rs.100 each. Now there will be 1000 shares.

We have to issue the fresh share certificate. My question is whether the distinctive number will start from 1 or 10001.
Kindly reply

My client having a pvt ltd co. They have accepted deposits from shareholders and from directors.As per section 58A, directors deposits is not considered as deposits.My querry is on directors deposit can we pay more interest then stipulated in rule. Further what is the maximum interet company pay to its depositors?

pl reply

One company to whom we sales, in not making payment since last 12 months of huge amount. Now a days, this company make a change in main object of its business. As far my knowledge is concern, company has filed petion before ROC/CLB, along with list of Creditors (Previously it was Form No:7). As the company is not giving copy of account and payment, I want to know whether my name in creditors list or not. Pl. help me how to get certified copy of Creditor's list. It is confirmed that main object changed on 17th February, 2010 (from search of ROC). Any one can help me ???
Thanks a lot in advance,

Query regarding Form 23AC - Capital Reserve / Capital subsidies.

ABC Ltd in its Balance Sheet has mentioned Rs.2,00,000/- under the Heading ‘Capital Reserve’.

There is a note mentioned in the Balance Sheet. That is, Capital Reserve represents subsidy received from the State Government under the State Capital Subsidy Scheme, 1971.

Query : Where do we fill the amount Rs.2,00,000/- ?

Whether we will fill in Page 6 – II. 13. Capital Reserve only or

Whether we will fill in Page 6 – II. 15. Capital subsidies…… only or

Whether we will fill in Page 6 – II. 13. Capital Reserve & also in
15. Capital subsidies.

Experts may recommend the appropriate method for mentioning the amount in the right field.

Thank you for all the concerned.