niketa (cs) (29 Points)
18 April 2010Dear All
If share certificates are required to be issued within 2 months from lodgement of transfer deed and are that transfer is also required to be approved by the Board of Directors, then if I have received a request on 7th April and our next board meeting is scheduled in June last, then how to comply with both laws...
need your expert advice
CourseCart.in
(Mentor at SHAYVIDZ Academy)
(3756 Points)
Replied 18 April 2010
There no limit for maximum number of board meeting..
so the BM can be held in April or May also for registering the share transfer.
CourseCart.in
(Mentor at SHAYVIDZ Academy)
(3756 Points)
Replied 19 April 2010
| Originally posted by : niketa | ||
 |
thanks Adarsh... but the next BM is scheduled in June last and cannot be held before that since ours is a JV and majority of directors stay outside India...moreover we do not have a share transfer comittee... |
 |
Dear Niketa !
If the BM cannot be held then go wid Section 289 - Passing Resolution by Circulation
But u have to consider the following conditions :-
1. The Number of Directors Present in India is equal to or more than quorum for BM.
2. The resolution shall be circulated in draft, together with necessary papers, to all the directors then in India and all other directors at their usual address in India.
3. The resolution shall be approved by -
(a) all the disinterested directors then in India
OR
(b) a majority of all the disinterested directors, whether in India or outside India.
CourseCart.in
(Mentor at SHAYVIDZ Academy)
(3756 Points)
Replied 19 April 2010
Circular resolution is prohibited for passing resolution u/s 262, 292, 293A, 297, 316, 386, 372A and 488.
CourseCart.in
(Mentor at SHAYVIDZ Academy)
(3756 Points)
Replied 19 April 2010
BM by Tele and/ or Video conferencing.....
/forum/board-meeting-through-tele-amp-vedio-conferencing-39824.asp
BM can be held at any place subject to AOA, even if such place is outside the city, town or village in which the registered office of the company is situated.
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 19 April 2010
You are right. As per section 113(1) you have to deliver share certificate to the transferee after registration of transfer within 2 months from the date of application for transfer.
To comply with section 113 you have to deliver the share certificate up to June 06. Now you have 2 choices.
1. Hold your BM which is scheduled for the month of June, a bit early.
2. Set another BM before June BM to approve the transfer.
Revert if there is any doubt.
niketa
(cs)
(29 Points)
Replied 19 April 2010
thanks all
also suggest whether the same provsions apply if there is no transfer involved, but only name change of the shareholder is involved.... or may the name be changed in the records and on the certificate and afterwards be confirmed by the Board.....
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 19 April 2010
Kindly appreciate in share transfer process late confirmation is nothing.
Further kindly explain your words to suggest something---No transfer involved but only name change is involved?????
CS Jithesh (ACS,)
(COMPANY SECRETARY )
(485 Points)
Replied 19 April 2010
IF any change in the particulars of Share Certificate can be done only thorugh authorisation and approval in Board Meeting. According to me after the approval of change in th eboard meeting the name change can be affected not prior to that As all matter regarding Share Certificates has to be discussed in Board Meeting.
Kindly rectify if I am wrong :)
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