Dear All,

really very good conversation about the matters.  Thanks to Ankur Garg for clarifying the issues .

Please clarify that whether there is any special provision for further issue of equity shares by the unlisted government company (i.e. wholly owned subsidiary of government company).  The company is issued further shares to the promoted within a period of 5 months, is there any time limitation and what are the compliances to be fullfilled as regards to filling forms, resolution by the unlisted govt. company.

Best regards,

pls reply to  : E-mail -pratibhapasi @ hpcl.co.in

           

Dear Mr. CA.Satendar Kumar, There is a violation under the Companies Act, if Paid up capital is shown as Nil as on 31.03.2008. As per Section 3(1)(iii) of the Companies Act, 1956 a private ltd Company should be formed with minimum paid up capital of Rs. 1 lakh. If in your case the paidup capital is shown as NIL then it will be clearly violating the Companies Act and also it is impossible to form/functioning a Company without paid up capital. If I am wrong kindly enlighten me.

Hello Ankur Sir,

Greetings for the day

Hope so ur doing well.

I have Query our company as private company was incorporated in 2008 with Registrar of Companies, Mumbai and initial subscriber was issued share certificate in the year 2010.

Further as per your previous comment on this topic it is clear that section 113 is not applicable which states about issuance of share certificate within 3 months of allotment.

Is there any voilation of companies act, 1956.

Please revert at your earliest.

Thanks & Regards,

Kunal Karsia

+919821954460

Mr Satendra Kumar:

 

Private company with NIL paid-up capital is clearly violating Section 3(1)(iii).  Further it will not be able to file its Balance Sheet with NIL capital.  Hence paid-up capital should be shown as Rs.1 lac and the amount should be shown as recoverable from the members u/s 36(2).

 

While it is true that the subscriber is deemed to be a member on incorporation u/s 41(1), date of issue of certificate will always be a subsequent date.  After incorporation, Board has to pass resolution for adoption of common seal and also for getting the share certificates printed as per Rule 8 of Companies (Issue of Share Certificates) Rules 1960.  Share certificates have to be signed as per Rule 6 by persons who are directors on the date of issue of certificate (and not by those who were directors on the date of incorporation, if there subsequent changes in the directors).  Further, as per Stamp Act, stamp duty has to be paid before execution of the instrument and in case of franking date of franking will appear on the certificate.  Hence date of issue of certificate will not be date of incorporation.

 

Kunal:

 

The Act does not provide for specific time limit for issue of share certificate to subscribers.  Sec.113 is not applicable in such a case.  Section 41(1) only provides that the names of subscribers will be entered in the register of members on incorporation of the company.  Register of members contains column of share certificate No. and date of issue of certificate.  However, this column can be filled up only after issue of certificate.  Hence there is no contravention of the Act even if the share certificates are issued to subscribers after 2 years of incorporation.

 

It should however be kept in mind that share certificate is prima-facie evidence of membership of the company and a member has a right to get the same from the company.  If the aggrieved member concerned files a case against the company for not issuing the share certificate, the court can direct the company to issue the certificate within the specified time limit.

 

 

Thnx for ur response PC Agarwal

Dear Sir,

 

Thanks for such detailed clarification. Can you please clarify further what would happen in case the subscripttion amount is received from Foreign shareholder, since PAS 3 will not be filed, will FCGPR be filed or not?