26 May 2011
a client in my CA's office filed form 5 to increase his private company's authorised capital..he completed all the details and filed all the papers and paid the fees and stamp duty...including the changes in MOA..but he mistakenly passed a board resolution...instead of a special resolution for altering the MOA...he is under litigation...he keeps saying his BOD are the only members of the company...so he passed a board resolution.. how can the situation be solved and what should be done for this
26 May 2011
Going by the facts given, it appears that the shareholders and the directors are same in the company. In such a case, on the same Board Meeting date, record a General Meeting and pass the necessary resolution and keep the records in order. For General Meeting 21 days notice need to be served, however you can get a consent for short notice from the members and hold the meeting on the date of Board Meeting.
27 May 2011
thank u so much for ur reply... what else should be done, in terms of forms to be filed with the ROC.. should a special resolution form be filled and filed? and then should an apology be sent or something for the mistake made? or should he end up filing a completely new form and pay all the stamp duty again??
CAclubindia
