as new companies bill has been passed, will it be applicable in ca final may 2014 exams?

Dear All,

I have a doubt regarding preference shares .

We have received funds of Rs. 10.8 lakhs from the lender as subscription money for issue of preference shares on 31-08-2012 .

But in the annual return for 2011-12 we have not mentioned about this issue .

Now we wont be able to file Form 2 prior to 31-09-2012(AGM date).

The point is can we use the amount of 10.8 lakhs for ant other purpose ?

Thanks in advance .

The Company have received capital contribution from one of its share holders on 30 april,2013 now the Company wants to issue shares as per Section 81 of Companies Act, 1956. The Company is an unlisted Company, the Unlisted Public Company (preferential) allotment (amendment) Rules 2011 is applicable. but any allotment of securities shall be completed within the period of 60 (sixty) days from the date of receipt of application money and in case the Company is not able to allot the securities within the said period of sixty days, it shall repay the application money within the period of fifteen days thereafter, failing which it will be required t be repaid with interest at the rate of 12% per annum. Considering the said provision, the Company does not want to repay the amount and want to issue shares on the said contribution.Please give your advice whether it is possible to issue share for the contribution received in April 2013 under the provision of the Companies Act, 1956? If yes then please elaborate the procedure for allotment of shares.

i file eform 1A for company name approval.
the name was approved by mca.i file 3 director as a subcribers of moa .now i want to decrease no. of director in form 1.
can i do it ?
if yes please give me the procedure ?

ABC Company - Brief facts of the case:
1. Date of incorporation : 23/05/2006
2. Share Holding pattern of company ABC
XYZ an Indian Company : 49%
PQR an Foreign Company : 51%
3. Receipt of Share Application Money amounting to Rs.20,00,000 on 08/12/2006 from PQR foreign company. The same is being remitted in Indian currency and no foreign currency has been received.
4. The same is also not kept in separate bank account and also used by the company in the normal course of business.
5. Due to some dispute between the Directors no further calls were made and share application money is pending in the books of accounts.
6. The same is being represented in the Balance Sheet of ABC under head “Share Application Money Pending Refund”.
7. During year 2010-11 , XYZ Indian Company has acquired shares of PQR foreign company and thus ABC company is subsidiary to the XYZ Indian Company who held previously 49% of shares.

Issues
M/s ABC is merging with XYZ and following issues needs to be resolved
1. Whether the “Share Application Money pending Allotment” can be forfeited in the current financial year and transfer to Capital Reserve or it is to be transferred to Investor Education Protection Fund?
2. What are the documents to be executed and procedure to be followed for the option as mentioned in 1 above?
3. With regards to Income tax, what should be the accounting treatment? Whether it has to be treated as Capital Receipt or Revenue Receipt.
4. Can the “Share Application Money pending allotment” treated as Long Term Capital gain in respect of cessation of rights as per definition of transfer under Section 2(47).
5. What are the violations under FEMA Act due to non-payment of Share Application Money.


Hope the details are clear.

Section 372A covers investments made in security of other body corporate.

i want to know whether trading done in Future and Options is also covered u/s 372A. if yes, how do we make entries in register maintained u/s 372A because in F&O margin fluctuates on a daily basis.

pl sugggest?

Dear Experts,

Can anybody provide draft Board Meeting minutes for entire year? business to be discussed in meeting of each quarter?

Thanks in Advance

gud afternoon..
i have a query regarding promoters lock-in period on partly paid up share warrants. All promoters holding in shares of the company is 979078 shares. One promoter is having 12,30,000 partly paid up share warrants and out of which 90,000 shares are in lock-in period. can promoter sold these 90,000 shares??...if yes, then what is the checklist?...urgent

Section 289 of The Companies Act does not specifically restrict the circular resolution (CR)for issue of duplicate share certificates.

Law speaks that duplicate share certificates shall be issued with the approval of the members of Board/ Board level Committees if specifically delegated by the Board. If it needs to be approved only at the meeting, all cases for issue of duplicate share certificates will be pending till the approval at the meeting. Instead, we can go for CR if the law provides for that.

In light of the above, i request you to share your views to resolve the issue.

Hence in single line question is, whether approval can be sought via CR for issue duplicate share certificates?

Dear Experts,

kindly let me know the complete procedure for conversion of unsecured loan (taken from Director cum shareholder) in Equity share Capital in a public Company.Also provide the draft resolution for the same.

Please also clarify whether it will be treated allotment for cash or other than cash.

whether any agreement is required for that conversion or only resolution is sufficient.