Dear Sir,
Our client is a Private limited company and they received cash Rs. 36,00000 as 'Share Application Money' from their 5 Directors. The company in actual not issued any Shares till date to any one. But they only applied to ROC to increase in Capital by paying Rs. 1,00000. How these to be shown in Balane Sheet? And for sure it will attract Section 271D. Then how this is to be dealt with? Because i have to finalise the accounts of the company before 31/10/2009 as the date has extended. Is there any way out fot not attracting section 271D?

can anybody plz tell me that if a private co. converts it self into public co. (ltd. by shares), does it require to hold Statutiry General Meeting?

the above section requires a company to disclose particulars of the employees who draw a certain amount of salary (now Rs 2 lac per month or more) The disclosure includes the name, designation, qualification, experience and the name of the previous company where employed as an ANNEXURE to the Directors Report. This has been done so that shareholders can know if salary is infact to commesurate with the experience and qualification of such employees.

However, not many companies liked this disclosure. I suddenly realised many a companies started to avoid this disclosure right away. They quoted the following in order to avoid the disclosure

1. Proviso (b) (iv) of 219 (1) of the Companies Act
2. SEBI circular dated 26.04.2007 on sending abridged annual report to the shareholders.

And in turn told that in case any shareholder required the information of those employees they would be provided with the same if they write to the secretarial department.

I went through both of them. The Act superceeds all other enactments. The proviso to Section 219 (which refers to Balance Sheet and Auditors Report and NOT DIRECTORS REPORT) gives an option to the listed companies to send a statement containing salient feature of Balance Sheet and Auditors Report. In no way, a company can abridge their Directors Report or any of its annexure as it is dealt with a separate section which is section 217 and not Section 219.

With regard to the SEBI circular, page 3 says

" Having regard to the above, SEBI has decided to amend Clause 32 of the Equity Listing Agreement to align it with the provisions of Section 219(iv) of the Companies Act i.e. to permit listed companies to send a statement containing the salient features of the (i) Balance Sheet, (ii) the Profit and Loss Account and (iii) the Auditors’ Report instead of sending full Balance Sheet and Annual Report. "


Again, nowhere in the circular there is any clause which gives a listed company an option not to send the list of employees covered under section 217(2A) which is a part of the Directors Report. Yet there are many companies who have taken recourse to this proviso and SEBI circular and not send the list of employees along with Annual Report instead asking shareholder to write back to them in case they need the list.

Its also strange that while companies skip section 217(2A), all these companies went on to disclose the information as required by 217(1)(e) on the conservation of energy, technology absorption, foreign exchange earnings and outgo as an annexure to the Directors Report. I wonder how come these companies did not seek exemption using the same SEBI circular & proviso ?

Isnt non providing of this information along with the directors report amounts to non compliance of the Companies Act ?

Please let me know

Dear friends,

Please clarify the following issues regarding ROC compliances for a liasion office in India:

a) Whether final accounts for a financial year (ie April to March) or a calender year needs to be filed in ROC? The company follows financial year to prepare its accounts in India while the global accounts are based on calender year.

b) What will be the due date for filing of documents viz. annual accounts and annual return? As per my knowledge, form 52 needs to be filed. Whether form 52 will be treated as a single document for calculation of fees for filing annual accounts and form 52 itself or separate fees will be applied to both the documents?

c) The company has also changed its principal place of business from Delhi to Gurgoan in march 2007 and has not yet filed any intimation to ROC. Whether change in state is allowed or it needs any special prior approval? However, they intimated the same to RBI.

d) What are the annual / periodical compliances needed at RBI?

Thanks & Regards.

My Company which is an existing unlisted company is proposing to create ISIN for enabling shareholders to hold shares in demat form. Is it compulsory to amend the Articles of the Association of the Company. As far as I see, the Companies Act in the current form is containing necessary provisions pertaining to holding shares in demat form. Still will it be required or is it desirable to amend the Articles of Association of the Company to factor any specific clauses in relation to holding shares of Company in the electronic mode.

Is sitting fees required to be paid again to the Directors at an adjourned or postponed meeting, if my articles are silent on this aspect?

Whether Director's report, notice of AGM and proceedings of AGM to be attached with e-form 20B should necessarily be in Companies letter head. Will it be enough if the company attaches the said documents taken in plain paper,ie not in letter head.

Whether annual return to be attached with e-form 20B should be manually signed by the Directors of the company. Will it be enough if the company write the name of Directors and put Sd/- in the said Annual return.

Is there any provision in companies act regarding ceiling on maximum number of directors for
1) Public Ltd Co.

and

2) Private Ltd Co.

Dear Friends,
A from India transfers his shares in Private Limited Company to ABC which is a Foreign Company. They have executed a transfer deed on 1.1.2009. They have filed form FC-TRS on 10.1.2009.
What shall be the Board's Approval date to this share transfer? Can Board approve this before filing of FC-TRS? Or the Board must verify whether this Form has been filed or not?
Regards,