CHANGE OF All Directors nd All Shareholders ???

Dear All,
 
Please share your expert views on following case
 
Co. A  is Unlisted Public Company and having 7 Directors, 45 Shareholders
 
Now the thing is that
 
1) All 45 Shareholders are transferring their shares to New Shareholders.
2) All 7 Directors are going to replace by New Directors
 
Consiquent of this there shall be complete change in the Directorship of the company and Shareholding Pattern.
 
Now pls share your view on the aspect
 
1) Beside complying share transfer procedure(Share Transfer Deed and all) and filing eform 32 + board Resolution for apptment of new directors and resignation of old directors
 
is there any point, which you think should also be complied?
Replies (4)

Hello,

 

As per my understanding keep the following points in mind:

 

1. Check all agreement entered into by the company in the past to verify the need to intimate the party regarding change in board or shareholding.

 

2. Check all statutory approvals obtained by the company for prior intimation of any such change as I cannot proceed to change without Ministry of Info and Broadcasting prior approval.

 

3. Update everywhere (Custom Excise etc) regarding change in authorized signatory, if any. I have separate director authorised for such purposes.  

 

4. From ROC’s point of view you are already aware.

 

Best Regards

Originally posted by : Ankur Garg
Hello,
 
As per my understanding keep the following points in mind:
 
1. Check all agreement entered into by the company in the past to verify the need to intimate the party regarding change in board or shareholding.
 
2. Check all statutory approvals obtained by the company for prior intimation of any such change as I cannot proceed to change without Ministry of Info and Broadcasting prior approval.

3. Update everywhere (Custom Excise etc) regarding change in authorized signatory, if any. I have separate director authorised for such purposes.

4. From ROC’s point of view you are already aware.

Best Regards

 

Dear Ankur Sir...!

   
Thanks for your opinion.. But I want to know in detail.. !

 

Point number 1 is OK..

  

  

About Point No. 2 & 3 : - 

  

A.      I want to know that what are the statutory/legal formalities & liabilities in various laws & statues...

  

B.      Which type of problem may arise in future & upto what extent ?

   

I want Practical consequences including the legal references..

Point 2== We have signed certain agreement with MIB and we cannot change our board or shareholding pattern without ministry approval. It depends on the industry. Check the same in your case.

 

Point 3== Intimate bank authorities regarding change in bank signatory and similar stuff like that.

 

No specific legal consequences as such.

Ankur Ji,

 

All the normal n routine formalities / intimation / approval will definitely be required.. & this is very common point in case of every change..

 

Apart from agreements, I want specific requirement as & if required by any law / rules / regulation etc..

  

e.g. - 1. As per Income Tax Act, setoff of losses in case change in constitution might not be allowed further..

          2. Wealth Tax -

          3. Excise & Service Tax  Deptt - intimate in Form No..... within .......Days & liabilities of old directors/shareholders

          4. Customs -

          5. MCA / ROC -

          6. PF Act & any other Labour Law

          7. Any other Law -


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