I want to incorporate a new private limited company in which i want to put clauses in AOA regarding :
- Restriction on Appointment of new director / resignation of existing director without consent of all other directors.
- Restriction on Further allotment of shares and restriction on transfer of shareholding without consent of all other directors.
Pls provide a sample clause for restricition on change in directorate and shareholding pattern.
With Regards
Neha Jain
Ankur S Kumar
(CA)
(204 Points)
Replied 09 August 2012
Only a lady like Indira Gandhi can promote such a company !!! 
CS Alpesh Dhandhlya
(Company Secretary)
(316 Points)
Replied 09 August 2012
esignation of existing director without consent of all other directors.
This clause can be permitted, rest of all are as that of the Answer of ANKUR SHARMA
CS Ankur Srivastava
(Company Secretary & Compliance Officer)
(17848 Points)
Replied 09 August 2012
CAPITAL
The Authorised Share Capital of the Company shall be such as given in the part V of the Memorandum of Association or altered time to time thereat payable in the manner as may be determined by the Directors.
The shares shall be under the control and disposal of the Board of Directors who may allot or otherwise transfer or dispose of the same to such persons and on such terms as all the Directors unanimously think fit and to give any persons any shares whether at par or at a premium and for such consideration as all the Directors unanimously may think fit.
CS Ankur Srivastava
(Company Secretary & Compliance Officer)
(17848 Points)
Replied 09 August 2012
Until otherwise authorised by the Company in General Meeting the number of Directors shall not be less than 2(Two) and more than 12 (Twelve), including nominee Directors, subject to the provisions of Section 252 of the Companies Act, 1956. The following are the first Directors of the Company:-
…………………
………………….
The quorum for the Board Meeting shall be 2 (Two) Directors or 1/3rd (One Third) of the total strength of the Board, whichever is higher.
The Company, in General Meeting, may appoint one or more persons as Managing Director(s), Joint Managing Director(s) and Whole Time Director(s) or Directors. Their remuneration shall be decided by the Board of Directors, as may be thought fit from time to time.
The Board may with the consent of All the Directors appoint Additional, Casual or Alternate Directors.
Each Director shall be entitled to receive out of funds of the Company for attending meetings of the Board or any of those adjourned, sitting fees for each meeting of the Board or Committee respectively attended by him, a sum not exceeding such amount as may be prescribed under the Companies Act, 1956 from time to time in addition to traveling expenses actually incurred or such smaller sum as may be determined by the Board.
Such of the Directors as the Board may decide may be paid sum remuneration as may be decided by the Board for any extra services rendered. Such remuneration may be either a fixed salary or a percentage of profits or turnover or otherwise or partly in one form and partly in another, subject to section 314 of the Companies Act, 1956.
The Directors shall not be liable to retire by rotation.
The Directors shall not require to obtain any qualification share.
CS Alpesh Dhandhlya
(Company Secretary)
(316 Points)
Replied 09 August 2012
NEHA thanked to ANKUR SRIVATVA not ANKUR SHARMA
be extra careful
CAclubindia
