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Big doubt

uvaraj (Student CMA) (56 Points)

21 August 2015

A PVT LTD has 10 members.. Now B PVT LTD purchased all the shares of 10 members.. Now no. of member is one in A PVT LTD.. whether A PVT LTD should be changed into sole proprietorship concern or not.. Because it does not has minimum 2 members to continue in the name of LTD company.....please clarify my doubt... thanks in advance....

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5 Replies

ACS Anjali Jain (SERVICE - CS) (472 Points)
Replied 21 August 2015

in this case you can do one thing that transfer 1share to someone where company B will be a joint holder. By doing so no of members will become 2

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Kalpesh Veer (PCS) (795 Points)
Replied 21 August 2015

Dear Raj,

You can appoint nominee share holders by using provisions given in section 89 of the Companies Act,2013 and give all beneficial interest to holding company. For the purpose this you required to fill form MGT-06.

prakash (Company Secretary) (1352 Points)
Replied 21 August 2015

Dear Raj,

In order to comply with provisions of the Act with regard to minimum no of members, you can follow procedure cited hereunder;

Nominate one shareholder on behalf of B Private Limited and see the one or more shares are transfered in his name as nominee shareholders and enter details in register but he does not hold the beneficial interest in such shares (referred to as Registered Owner) shall file with company, a declaration to the effect in Form No. MGT-4 in duplicate, within a period of thirty days from the date on which his name is entered in the register of members of such Company

Every person holding or acquiring a beneficial interest in shares of a company not registered in his name (referred to as the Beneficial Owner) shall file with the Company a declaration disclosing such interest in Form No. MGT.5 in duplicate, within 30 days after acquiring such benefical interest in the shares of the Company.

The Company shall make a note of such declaration in the register of members and shall file, within a period of 30 days from the date of receipt of declaration by it, a return in form no. MGT-6 with Registrar in respect of such declaration.

Kalpesh Veer (PCS) (795 Points)
Replied 21 August 2015

Agree with Mr. Prakash.

Shehin M K (Student CA Final ) (65 Points)
Replied 22 August 2015

please help me...
The scheme of section 44AD is designed to give relief to small taxpayers engaged in any business, except the following businesses:
 Business of plying, hiring or leasing of goods carriages referred to in section 44AE.
 A person who is carrying on any "agency business".
 A person who is earning income in the nature of commission or brokerage

Do Advertising agency come under "agency business" as mentioned above?
if yes can 44 AD can be applied?
(TDS u/s 194 J is deducted from payment to the adv. agency)