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Consequences under Companies Act

Vicky (Senior Manager) (69 Points)

26 June 2009

What are the consequences if Subscriber to MOA & AOA does not want to subscribe to Share Capital of the Private Ltd. Co. and as a result of this, the Paid up Capital of Co. is Zero from past three Years.

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5 Replies

sudhir gautam (CA Final) (145 Points)
Replied 26 June 2009

Dear Friend

The company can be incorporated as company limited by share capital and limited by gaurantee. In the case if company is limited bu share capital then no way share capital remain zero at aleast two share should be taken by promoters. and in other case they appear as member

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sudhir gautam (CA Final) (145 Points)
Replied 26 June 2009

Dear Friend

CA Jimmit D Mehta (Employed) (494 Points)
Replied 26 June 2009

helo friends

pls forward me the board resolution and ordinary resolution for issue of equity shares at premium and also for bonus issue of a pvt ltd co.

MAYANK GUGLANI (CA ) (124 Points)
Replied 26 June 2009

Sec. 78(2) (a) - Issue of Bonus shares out of share premium account - Board Resolution

RESOLVED, pursuant to the provisions of clause (a) of sub-section (2) of section 78 read with proviso to sub-section (3) of section 205 of the Companies Act, 1956, that a sum of Rs…………. out of the share premium account in which a sum of Rs. ………… is lying unutilized, be and is hereby utilized in paying up unissued shares of the company in the authorized capital of Rs. ………… by issuing fully paid bonus shares in the proportion of 1 bonus share for every share held in the company as on …………

being the record date.

Ajay Mishra (Company Secretary) (74337 Points)
Replied 26 June 2009

BOARD RESOLUTION FOR ISSUE OF BONUS SHARES

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF THE COMPANY HELD ON ……… AT …… P.M AT ITS REGISTERED OFFICE.

RESOLVED THAT the allotment of……… number of equity shares against existing ….. total equity shares existing as fully paid up in the company, be and is hereby made as Bonus Issue to the existing shareholders of the Company as on Record Date being ….. 200 in the ratio of Four equity shares for every one equity shares held (i.e. in the ratio of 4:1 shares) as per the table below:

Folio No.	Name of the Shareholder	Existing No. of Shares	Equity Shares allotted as Bonus
1	X	22300	89200
2	Y	1	4
3	X	1	4

RESOLVED FURTHER THAT the said Equity Shares shall rank pari passu in all respects and carry the same rights as the existing Equity Shares of the Company.

RESOLVED FURTHER THAT Letter of Allotment as placed before the table of the Meeting duly initialed by the Chairman for the purpose of identification be and is hereby approved and Directors of the Company be and are hereby authorised severally to issue and sign the letters of allotment to the shareholders.

RESOLVED FURTHER THAT the Common Seal of the Company be affixed, if required, on the said documents in the presence of X, Director of the Company to give effect to the above resolution.

RESOLVED FURTHER THAT the return of allotment pursuant to Section 75 of the Companies Act, 1956, in the prescribed form be filed with the Registrar of Companies, NCT of Delhi & Haryana.

CERTIFIED TO BE TRUE

For ABC Pvt Ltd

Director