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Originally posted by : Ankur Garg
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Dear Ankur Sir,

Thanks for sharing.

Can please provide me the draft copy of minutes of board meeting to consider the Audited financial results for the quarter ended 31.03.2011 and to declare dividend if any.

Thank you sir 

THANKS SIR

thank you.

thanks a lot Sir for sharing.

thank you very much Sir

thank you very much Sir

Thanks a lot sir.. keep sharing.. it really helps to freshers..

Warm thanks..

Dharmesh Patel..

thank you so much sir.

Share Capital

Division of Capital

3.     The Authorised Share Capital of the Company shall be as specified in Clause V of the Memorandum of Association of the Company.

3A.   The Minimum paid-up capital shall be Rs.5.00 lacs.

Redeemable preference shares

4.     Subject to the provisions of Section 80 of the Act and these Articles, the Company shall have power to issue preference shares carrying a right to redemption out of the profits or out of the proceeds of fresh issue of shares made for the purpose of such redemption and liable to be so redeemed at the option of the company.

Shares at discount

5.     With the previous authority of the Company in the General Meeting and the sanction of the Company Law Board and upon otherwise complying with Section 79 of the Act, it shall be lawful for the Board of Directors to issue, at discount shares of a class already issued.

Further issue of same class of shares

6.     The right conferred upon the holders of the shares of any class with preferred or other rights shall not, unless otherwise expressly provided by the terms issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

Shares at the disposal of the Directors

7.         Subject to the provisions of the Companies Act, 1956 and these articles, the shares shall be under the control of the Directors, who may allot or otherwise dispose of the same on such terms and conditions, and at such times as the Directors think fit. Provided that the option or right to call of shares shall not be given to any person or persons without the sanction of the company in General Meeting and where at any time it is proposed to increase the subscribed capital of the company by issue of new shares then, subject to the provision of Section 81 of the Act, the Board of Directors shall issue such shares in the manner provided therein.

Dear Ankur,

Above is the Capital Clause of my newly incorporated (29.09.2011) Unlisted Public Company.

There are only 7 members.

We want to issue and allot Further Shares (At Premium) to the existing 7 members in the same proportion.

As per my understanding following is the procedure:

1. Convene Board Resolution

a. Approve issue of Shares at Premium

b. Approve Letter of Offer

2. Convene Board Meeting after 15 days 

a. consider Application/NOC received from Members

b. Allot the Shares to the Members upto the limit they Applied for.

3. File Form 2 with ROC

Please guide me is it correct procedure?

Now my question is whether it is mandatory to get Approved such Issue of Shares at Premium in EGM ? 

Please Guide.

Kind Regards

Gaurav Mishra

Gaurav,

Your procedure is absolutely fine and very close to correct corporate governance. No it is not required to get the issue of shares at premium by the EGM. But I would advise you to keep the valuation certificate ready in your records on the basis of which you’ve fixed the rate of premium.

Regards

Dear Ankur,

My Unlisted Public Company is a Subsidiary of a Private Company.

Authorised and Paid-up Capital of my Company is Rs. 5,00,000/- (Since Incorporation)

Since incorporation, Parent Private Company has incurred all the expenses of Subsidiary Unlisted Public Company (Rs. 7 Crores).

Can we show this amount of Rs. 7 Crores as "Share Application Money received" in the Balance Sheet when Authorised Capital is only Rs. 5,00,000/- and no formal Share Application Form has been received from the Parent Private Company ?

Is there any Violation of Law or can ROC/any Govt. Body ask any question on this.

Please suggest the better way to avoide any future complications.

Regards,

Gaurav Mishra

Dear Ankur,

My Unlisted Public Company is a Subsidiary of a Private Company.

Authorised and Paid-up Capital of my Company is Rs. 5,00,000/- (Since Incorporation)

Since incorporation, Parent Private Company has incurred all the expenses of Subsidiary Unlisted Public Company (Rs. 7 Crores).

Can we show this amount of Rs. 7 Crores as "Share Application Money received" in the Balance Sheet when Authorised Capital is only Rs. 5,00,000/- and no formal Share Application Form has been received from the Parent Private Company ?

Is there any Violation of Law or can ROC/any Govt. Body ask any question on this.

Please suggest the better way to avoide any future complications.

Regards,

Gaurav Mishra