Reduction of no. of shareholders of a part ix company

akansha (CS) (59 Points)

18 October 2012  

Respected Professional Colleagues,

          Kindly give ur suggestions on the following case-

  A partnership firm has been converted into a private Company under the provisions of Part IX of the Companies Act, 1956. Please note that the firm consisted of only 2 partners earlier but for the purpose of conversion the no. of partners were increased to 7 and so there are 7 shareholders in the Company. Now, the company just after its conversion wishes to reduce the no. of shareholders again to the previous no. i.e. 2.

Is it possible to do it by simply executing a transfer deed ?

Further, note that the one of the condition to be satisfied for availing exemption u/s 47(iii) of the Income Tax Act is -

    The aggregate of the shareholding in the Company of the partners of the firm is not less than 50% of the total voting power of the Company and their shareholding continues to be as such for a period of 5 years from the date of succession. 

Does the term - Partners of the Firm means all the 7 partners or any of the partners ?

Kindly reply at the earliest.

Thanks,

Akansha.