namrata (company secretary ) (422 Points)
17 February 2014Dear Concern,
Ours is a public ltd Company(unlisted) in which for the last two years there are only Six members in the Company ,instead of 7 the minimum requrement of Ltd Co.As the reason for th same is transmission of the seventh member . After which it skipped from our end to add new member .
Can anyone have a solution so that without opting for the filing the revised returns already filed we can comply with the said situation.
Regards
Namrata P
P C Agrawal
(Registered independent director Past Chairman of Aurangabad Chapter of ICSI Practicing Company Secretary at Aurangabad)
(8229 Points)
Replied 17 February 2014
In case of death of a member, transmission takes place in favour of the legal heirs by operation of law. In case the legal heir is not one out of remaining existing shareholders, there is no issue. However, However, if the shares have been transmitted in favour of any one of existing shareholders, then the number will be reduced to 6. Sec.45 provides that in such a case the members will be personally liable for debts of the company.
In the given case it will be advisable to just take suitable action for increasing number of members to minimum 7 on priority and ignore non-compliance, if any, in past period and reply suitably to ROC in case any notice is received.
namrata
(company secretary )
(422 Points)
Replied 17 February 2014
Dear Mr.Agarwal,
Thanks for the reply. We have not received any notice regarding the same , Is it possible to File 187C and get the compliance done instead of going for the Filing of revised form-66 & Form -20B to avoid to come in the light of roc.
Regards
Namrata Pai
CAclubindia
