Mr. X is MD in two companies Co. A and Co. B. (Both are unlisted public companies). Both the Companies have adequate profits and the MD receives remuneration from both the companies subject to Section-III of Part-II of Schedule-XIII. His term as MD in Co. B expires on 31st Jan 2013. For re-appointment, will passing of Board Resolution (BR) with consent of all directors pursuant to Sections 198, 269, 309, 310, 311 and 316 read with Schedule XIII and filing of e-form 23 and 25C, be enough?

The Articles authorizes the Board to appoint MD. Should I pass Shareholders’ Resolution also by calling an EGM? If yes, then time limit for that? And Ordinary or Special Resolution (Articles is silent on this)?

Whether any agreement is compulsorily required to be entered into between the Company and the MD? Or BR is enough? Sec 2(26) says MD can be appointed by BR (i.e. may be without any formal agreement).

kindly any one provide me with the proposed clauses that can me included in MOA & AOA of proposed company as mentioned above

Sir,

Every Private company is Required to have minimum 2 director as per Sec 252 of Companies act,1956.

If a director resign and no. of directors fall below 2 then what are the consequences and penalty provisions to be followed.

Please give suggestions as soon as possible

If an additional director, liable to retire in the Annual General Meeting, is re-appointed as Permanent Director of the Company, is it necessary to file Form-32 with ROC ?

Because there is no changes among the directors but only the type is changing ?

One of our client has changed its registered office outside the local limits but within the same registrar, for this we have to file form 23? If yes then please guide us which option is to be selected in point no 6(e) i.e.
Indicate the authority passing or agreeing to the resolution

Suppose A is a director XYZ Limited (listed on bse)
1. Whether XYZ limited can take loan from A HUF.

2. whether A HUF gives loan to director A and then Director A gives loan to XYZ Limited.

Plz advise which option is possible 1 or 2.

Also please suggest other solution for bringing money from A HUF into XYZ limited.

Dear Experts,

Recently a private limited company got itself converted into a public company.

Now last year 2 Managing Directors were appointed and their terms of appointment were entered into a contract of 2 years.

Now one year has gone by and then the Company has got itself converted into a public Company.

Whether the terms of appointment and contract entered between the MD's and the Company get affected ?

Thank you in advance for the earliest response.

With warm regards,

Sathyan Avinash
e-mail id: sathyanavinash@gmail.com

A Private Limited Company having Equity share capital of Rs. 1531370 and Prefrence Share Capital of RS.250600000 is required to appoint Whole Time Secretary or not? I know about paid up capital limit of Rs. 5.00 crore but i have confusion about equity & prefrence capital. What to include in calculation of limit of Rs. 5.00 crore?
Please reply me.
Thanks.

A DIRECTOR IS AUTHORISED TO SIGN AND FILE FORM 17 ON 02.01.2013. BUT ON 3.01.2013 THE SAID DIRECTOR RESIGNED FROM THE BOARD OF THE COMPANY WITH EFFECT FROM 3.01.2013, FORM 32 BEING ALREADY FILED AND APPROVED. NOW CAN THAT DIRECTOR SIGN THE FORM 17 ON 16.01.2013 OR THE COMPANY NEEDS TO AUTHORISE ANOTHER DIRECTOR FOR THIS PURPOSE?

In case of merger, if the transferor company is an unlisted company and transferee is listed, then does the transferee company need to give 42 days notice to Stock Exchange for fixing record date?