Shruti Agarwal (CS) (39 Points)
24 January 2018Please treat this urgent-
Please detail out complete procedure of re-appointment of MD above 70 years of age in a private limited company- including applicability and filing requirement of shareholders's approval (whether OR/SR), MGT-14 and MR-1etc???
Law Aspire
(CS)
(755 Points)
Replied 25 January 2018
Under the Amendment Act, Now it will be possible to appoint MD above 70 years without central government approval
Jay Vora
(2 Points)
Replied 25 January 2018
Shruti Agarwal
(CS)
(39 Points)
Replied 31 January 2018
MR-1 required in this case? I understand S-196(4) is not applicable.
Vidnya
(Practicing CS)
(82 Points)
Replied 31 January 2018
A private co. is exempted from section 196(4) i.e. approval by shareholders & CG and filing of MR-1.
So no need to file MR-1.
Shruti Agarwal
(CS)
(39 Points)
Replied 31 January 2018
Thank you Vidnya Mam. Please help to resolve one more query.
In case of share transfer (gift-without consideration) in private limited company to transferee who is not existing member of company-- please see if following procedure is correct:
1) application by shareholder (who is also MD of comapny) to Board for intimation of approval of transfer
2)Board to approve in board meeting
3) Execution of share transfer deed by transferor and transferee( transferee to pay stamp duty)
4) He will furnish SH-4 to company
5) Board will approve and take on record
6) New share certificates
7) Updation of register of members (addition of name of new shareholder)
Vidnya
(Practicing CS)
(82 Points)
Replied 31 January 2018
No need to issue new share certificate. only existing share certificate needs endorsement on back side of the share certificate. Rest procedure seems ok.
Shruti Agarwal
(CS)
(39 Points)
Replied 31 January 2018
thank you again Mam. Just to reconfirm two baord meetings needed?
Vidnya
(Practicing CS)
(82 Points)
Replied 31 January 2018
No need for 2 Board meetings.
Also check provisions in Articles pertaining to Transfer of shares.
As a precaution, the transferor may send a letter for prior intimation to the Board of an intention to transfer shares to non-member. If no reply is received from the Board within 30 days he can transfer the shares as per his wish, and can send a duly executed & stamped transfer deed to the Company.
The Board will consider the transfer deed at its meeting.
Shruti Agarwal
(CS)
(39 Points)
Replied 31 January 2018
Already Checked AOA which says Board needs to approve transfer to non member. Approval by Board need not be in baord meeting?
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