hi....

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

13 January 2011 to reduce the percentage of share holding of a member in a pvt. ltd. co. if only board resolution is passed will that be okay..???

CA Ankit Gulgulia (Jain)

CA Ankit Gulgulia (Jain) (Expert)
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13 January 2011 S.100 Shall Apply :

Reduction of share capital

Special resolution for reduction of share capital.

100. (1) Subject to confirmation by the 22a[Tribunal], a company limited by shares or a company limited by guarantee and having a share capital, may, if so authorised by its articles, by special resolution, reduce its share capital in any way; and in particular and without prejudice to the generality of the foregoing power, may—

(a) extinguish or reduce the liability on any of its shares in respect of share capital not paid-up;

(b) either with or without extinguishing or reducing liability on any of its shares, cancel any paid-up share capital which is lost, or is unrepresented by available assets; or

(c) either with or without extinguishing or reducing liability on any of its shares, pay of any paid-up share capital which is in excess of the wants of the company;

and may, if and so far as is necessary, alter its memorandum by reducing the amount of its share capital and of its shares accordingly.

(2) A special resolution under this section is in this Act referred to as “a resolution for reducing share capital”.

Hence Even if it is A pvt Company all the Requirements of S.100 Must Comply With.

Regards
Ankit

CA PARAS BAFNA

CA PARAS BAFNA (Expert)
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13 January 2011
S 100 is for Reduction of Share Capital of the company. Percentage of shareholding of a member is different from reduction of share capital of a company.

For reducing share holding of a member, the company would either repurchase his shares or transfer his share to other shareholders.
It can also be done by issuing capital to other shareholders.

I request Mr Ankit to reply on this line.

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Querist : Anonymous

Querist : Anonymous (Querist)

13 January 2011 Thank you for your comment..
But it is not to reduce Share Capital,
it is to reduce the shareholding percentage of a member in a pvt. ltd. co.
What is the procedure for that?

CS Taher

CS Taher (Expert)
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13 January 2011 Agree With Paras Sir

CA Ankit Gulgulia (Jain)

CA Ankit Gulgulia (Jain) (Expert)
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13 January 2011 I Think I Got Ur Query Wrongly ! As Paras Sir Referred out there are Some Ways to Reduce a members Shareholding in the Company , Some of them and there relevant Legal Implications are As Below :

1) Issue Further Capital to other Members : S.81 shall not Apply on Pvt Companies vide S.81(3)(a) , Hence Since S.81 Requires Passing of Special Resolution/Ordinary Resolution as the Case may be thus No Such Resolution is Required.

Passing a Board Resolution and then Filing Form 2 will be required to Comply with the Provisions.

Further other Methods as Suggested above by Paras Sir can be Used to reduce the Shareholding Effectively.

On a Lighter Note : If it is a case of Forced Reduction of Shareholding , Issue of new Shares is better idea.

Hope it Resolves your Query & Thanks Paras Sir for Correcting Me !

Regards
Ankit