A Private Ltd Co ( unlisted company ) has two directors cum members, they want to transfer their shares to the incoming new directors. Following are the queries-
1. Form 7B needs to be filled for transfer of shares, if its an unlisted pvt ltd company?
2. If the company is in Gujarat, then what will be the stamp duty applicable?
3. Form 7B can be downloaded and filled or needs to be purchased from the stock exchange or some recognised vendor?
4. Procedure for affixing the stamps?

I have received a service falling under RCM ,In Bill entire 100 percent of service tax is charged for which i have paid ,Now the question is can i claim cenvat on entire amount ? My liability as per rule stands only for 40 percent.

Please Suggest with provisions Asap

i havn't find any matter related to Board Meeting calling Extra-Ordinary General Meeting for converting a Private Company into a Public Limited Company so i drafted it.

Kindly go though it and tel me if any changes are required in the Board Resolution...??

BOARD RESOLUTION TO CALL AN EXTRA- ORDINARY GENERAL MEETING TO CONVERT THE COMPANY INTO A PUBLIC COMPANY

It is being proposed before the board for the expansion and growth of the business activities, the Company should be converted into a Public Limited Company.

For the purpose of converting a company into a public limited company, the following provisions of the Companies Act, 1956 are applicable which are as follows:

(i) To comply with the Section 31 of the Companies Act, 1956 for alteration of Articles of Association of the Company so as to delete the restrictions, limitation and prohibitions specified in the Section 3(1)(iii) and including all the provisions, which are required to be contained in the articles of a public company and removing all the provisions which are inconsistent with the requirements of a public company.

(ii) For change of name of the Company in accordance with the Section 21 of the Companies Act, 1956 by substituting the word "Private Limited" by the word "Limited". Consequently, the name would change from “___________ Private Limited” to “____________ Limited”.

(iii) To comply with the provisions of Section 44 of the Companies Act, 1956 which lays down that if a private company alters its articles in such a manner that they no longer contain the provisions which, under clause (iii) of Sub-section (1) of Section 3 of the Act, are required to be included in its articles in order to constitute it a private company, it shall, as on the date of the alteration, cease to be a private company and then it shall file prospectus or statement in lieu of prospectus with the Registrar of Companies within the time prescribed.

(iv) For alteration in the Memorandum of Association of the Company (alteration of the name clause) in accordance with the provision of Section 16 of the Act.”

(v) To comply with the provisions of section 3 (1) (iv) of the Companies Act, 1956, wherein the company shall have paid up share capital as may be prescribed, the minimum number of Directors shall be 3, the minimum number of shareholders shall be 7 and other applicable provisions, if any of the Companies Act, 1956.


For the aforesaid purpose approval of shareholders is required and so an extra-ordinary general meeting is required to be called.

The following resolution, in this respect, is proposed to be passed with or without modification/s:-

“RESOLVED THAT consent of the Board of directors be and is hereby accorded for converting the Company into a public Limited company subject to the approval of shareholders of the company by way of special resolution in General Meeting.”

“RESOLVED FURTHER THAT any of the Directors be and is hereby authorized to prepare the draft new set of Articles of Association as applicable on the Public Limited Companies having Share capital in accordance with the Companies Act, 1956 for the purpose of presenting before the shareholders for their approval.”

“RESOLVED FURTHER THAT an Extra-Ordinary General Meeting of the shareholders of the company be called on __day, the __rd day of ____, 2013 at __.00 P.M. at the Registered Office i.e. __________________, for inter alia, passing the Special Resolution for-

(i) Altering articles of association under Section 31 of the Companies Act, 1956, for converting private company into public company.

(ii) Changing the name of the company as per proviso to Section 21 and other applicable provisions, if any, of the Companies Act, 1956.”

“RESOLVED FURTHER THAT the draft notice for convening the EGM is placed before the Board to pass the abovementioned matter and the same has been be and is hereby approved.”

“RESOLVED FURTHER THAT ___________, Director of the company be and is hereby authorized to sign and issue the same.”

“RESOLVED FURTHER THAT ___________, Director of the company be and is hereby authorized to sign and file the required forms as prescribed under Companies Act, 1956 with the Registrar of Companies and to do all other acts, deeds and things as may be required in this regard.”

For Consideration /approval

Shruti Arora
Company Secretary

I have given my IPCC exam in may 13.One of my friend is CA and he is in an international company.Now I m working under him.I want to know whether can i do my articleship under him if i clear ipcc in august?
As he says i can work under him and he says that he has a COP.If i work under him there is no audit kind of work,but more of accounting and tax.
Pls help.

i havn't find any matter related to Board Meeting calling Extra-Ordinary General Meeting for converting a Private Company into a Public Limited Company so i drafted it.

Kindly go though it and tel me if any changes are required in the Board Resolution...??

Shruti Arora
Company Secretary

Helloo..

If loan is given to employees in cash and it exceeds rs.20000/- per employee, will it be disallowed as the payment exceeds rs. 20000/- and if it is allowed it will be allowed under which section?

Plz rply ASAP.
Thanks & Regards.

Dear Sir/Madam,

I want format for MIS & Budget. I also want some guideline for preparation.

Dear Sir

I have Two Doubts Please Explain if its is not clearly explain by me please tell

1.)
Oct-12 to Mar-13
ST Payable to GOVT - 7,00,000
Less: Cenvat 15,00,000

Balance Cenvat C/f 8,00,000

After 01-04-2013 My Business was closed and I want to Surrender my ST Registration after FIling the 2nd HALF ST. At this situation Non Utilized CENVAT of Rs. 8,00,000 is Refund to me

2.)
one my Sub Contractor raise a bills to me in the moth of Nov-12 Value Rs. 15,00,000 and ST on Value is 1,85,400, these bills not paid by me at the end of Mar-13 am I eligible to claim ST on these bills as CENVAT

3.) is Compulsory Bills Paid with in 90 Days if CENVAT Utilized?

hello friends,

can any body send me statutory compliance in a chart form for a company for f.Y.2013-14

my e-mail is ca_sambhu@yahoo.com

can anyone guide me about TDS on Purchase of Immovable Property (Section 194IA)..