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Companies act 2013

21 August 2014

Dear Sir,

Ours is public Ltd. Company with paid up share capital of 1 Crore which is 100 percent owned by LIC. In order to keep the members as 7, 99,994 shares are held by LIC and 1 share of Rs. 10 each is held by 6 persons as provided under Section 187 of Act, 2013.
My query is what is the applicability of [Pursuant to section 89 of the Companies Act, 2013 and rule 9 of the
Companies Management and Administration Rules, 2014 to our Company.

Moreover these 6 shareholders are the employees of LIC who have been given 1 share each of Subsidiary Company. Whenever any employee retires, the share is transferred to another employee. In that case, are we comply to any provisions of Section 89 of the Companies Act, 2013 and rule 9 of the Companies Management and Administration Rules, 2014.

Regards

Naresh Sakhuja

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6 Replies

Vandana J Doshi (Practising Company Secretary) (12562 Points)
Replied 21 August 2014

Yes Naresh.....you have to comply with sec 89 and relevant rules......each of the six shareholders as well as LIC will have to give the declaration for the same to the Company who in turn file it with the ROC..........

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Naresh Sakhuja (AO) (76 Points)
Replied 21 August 2014

Thanks for the reply. But Our Company was incorporated in 2008. Section 89 & rules will be applicable for Company incorporated after April, 2013. My Query is if there is any change in Nominee shareholder, will section 89 have to be complied with

Thanks

Naresh

Vandana J Doshi (Practising Company Secretary) (12562 Points)
Replied 22 August 2014

So i am assuming that you have already followed the process of beneficial interest declaration as per CA 1956.....if already done then no need to do it again....however if there is any change then sec 89 of CA 2013 will be applicable. Hopefully it is clear.....if not revert here....

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ramesh (Student CA Final ) (82 Points)
Replied 24 August 2014

what are the diffrence between sec.194(a) and (b) of new companies act 2013

(1) No director of a company or any of its key managerial personnel shall buy in the company, or in its holding, subsidiary or associate company— (a) a right to call for delivery or a right to make delivery at a specified price and within a specified time, of a specified number of relevant shares or a specified amount of relevant debentures; or (b) a right, as he may elect, to call for delivery, or to make delivery at a specified price and within a specified time, of a specified number of relevant shares or a specified amount of relevant debentures.

Naresh Sakhuja (AO) (76 Points)
Replied 29 August 2014

One unlisted public Ltd. Company with paid up share capital of 1 Crore divided into 1 lakh shares which is 100 percent owned by LIC of India. As for public Company 7 members are required, 99,994 shares are held by LIC and 1 share of Rs. 10 each is held by 6 persons who are employees of LIC, as provided under Section 187 of Act, 2013.

We have to hold the AGM, Where presence of 5 Members is essential. My query is that LIC being the main shareholder will appoint its representative to attend AGM. Can the other 6 members appoint their representatives or LIC will have appoint the remaing 6 representatives as 100% shares are financed by LIC.

More over if the nominee shareholder appoint their proxy, they are not authorised to vote on show of hands.

What is the remedy available for us.

Thanks and regards.

Naresh

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Vandana J Doshi (Practising Company Secretary) (12562 Points)
Replied 01 September 2014

hi, LIC can appoint its representative...remaining holders can also attend the same...does not matter whether they are holding the beneficial interest or not....