CHANGE OF All Directors nd All Shareholders ???

Others 794 views 4 replies

CourseCart.in

Mentor at SHAYVIDZ Academy

3756 Points Joined September 2007

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)

Ankur Garg

Company Secretary and Compliance Officer

114788 Points Joined January 2009

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

CourseCart.in

Mentor at SHAYVIDZ Academy

3756 Points Joined September 2007

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..

Ankur Garg

Company Secretary and Compliance Officer

114788 Points Joined January 2009

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.