13 August 2010
my client is a pvt. ltd. co. wishes to 1) appoint an additional director along with existing 2 directors. 2) as there is a lot of balance in General reserve A/c. wishes to issue bonus issue" My queries are 1) whether both these actions can be done simultaneously. 2) How to go about it? what is the best plan of action. 3) although F.y. 31.03.2010 has ended, as there is still time for return filing & Roc Filings, whether the above 2 question affects in any way the Financial statements to be drawn up to 31.03.2010? b) whether the above 2 matters to discussed in the agenda of the AGM of the co. ? Plase clarify the above matters, Thanks in advance.
13 August 2010
1) AS per my understanding both actions can occur simultaneously 2) Additional Director can be appointed by the Board of Directors' resolution.Form 32 has to be filed with ROC within 30 days of the resolution.(Sec 260) For bonus issue please refer to https://www.caclubindia.com/forum/files/35_bonus_shares_provision.pdf Awaiting further advice.
13 August 2010
Yes both transaction can be done together.
In Board meeting appoint additional director & pass resolution of Bonus issue if articles authorise the same for recommneding memebers to approve Bonus issue if articles provide for same.
Check if Bonus issue is within the authirsed capital if not change the authorised capital.
In AGM agenda, Bonus issue must come as it requires members approval. but for additional director if company wants to continue him as director than need to be approved by members.
Also, both transaction need to be reflected in
Directors report if signed after Board approving the same
13 August 2010
Thank u both of you, one more query to Jagruti, is that, if the co. wants to continue with the director appointing, permanently. whether it is better to put through the AGM. 2) And as discussed above as both these requires members approval, whether can i go for recommending putting both these actions as agenda in the coming AGM in Sept. 2010. 3)Please answer particularly, whether the fin. statements drawn on 31.03.2010 to be approved by the directors this month & to be approved by members in the AGM, next month is going to affect in anyway. i.e. either by way of note, provisions etc., I will be very much obliged if u can clarigy the matter pointwise. Thank you each one of you.
13 August 2010
Dear Experts, Please let me also know whether these can be done by Co. Auditor or do I have to appoint an Co. Secretary. As this is a small company whether one time appointment of CS will do for the job to be done. thank u.
14 August 2010
1. there is 2 ways to appoint director: - Appoint directly in AGM or EGM - First appoint in Board Meeting who will hold position of director till next AGM & in AGM additional director need to be appointed by Members.
Its on you how u want to appoint, if u can hold his appointment till AGM & appoint directly in AGM else in Board Meeting.
2. Yes, You can put both this point in AGenda / Notice of AGM and get same apporoved in AGM.
3. As, both this event are after 31.03.10 it will not affect Financial Statements. And as I told earlier, only both event need to be recorded in Directors report.
25 August 2010
Dear Experts, The co. is wishing only to go ahed with appointment of another director. Now what I want to confirm is from all the above discussions & as the A.G.M. is going to be held in the september 2010, just to make the appointment of the director with his name etc., as a agenda matter while issuing the notice of AGM & to approve the same in the AGM & afterwards, to apply for DIN & fill the required form to ROC & the director to take shares in his name within 2 months of appointment.(which is also from the date of AGM) Please correct me, in case I have gone wrong for any of the procedures etc., thanks, with regards.
30 August 2010
Dear Experts, My client is going to appoint an addl director in the AGM, now my query is whether such director has to subscribe for how many number of shares? 2) whether such number of shares can be trasferred from other share holders? if yes what is the procedure for the same whether any ROC return has to be filed within any period. 3) whether such return has to be filed online & what is fee structure of the same. thanks, with regards
CAclubindia
