COMPILATION OF FAQS COMPANY LAW / LLP SERIES 1

Transcription

1 COMPILATION OF FAQS COMPANY LAW / LLP SERIES 1 Below is a compilation of selective questions asked by different persons on and answered by various Experts empanelled thereon. The same is being shared as a knowledge sharing process for the benefit of all. Complied by. Divya Khurana 24 th April 2018 Below is the List of top 5 Experts who have answered most Queries in this category as on the date of this Compilation S. No. Name 1, Delhi 2 CA. Prakhar 3 CA. Ramanjeet 4 CA. Alok Singhania, Delhi 5. S. Query No. asked by 1. Divya Khurana, Delhi Question Answered by Answer Disqualification of directors of Companies which have been struck off can be removed? Disqualified directors of strike-off companies cannot be removed through CODS 2018 which is applicable from 1st Jan 2018 to 31st March 2018, unless the company is restored by NCLT. Upon restoration, if the company is able to avail the CODS 2018 scheme only then the disqualification can be removed. Alternative in any such case would be to move High Court only As on time two options available to remove disqualifications of Directors when Company is strikeoff by concern ROC by order of Ministry of Corporate Affairs. The Both Options are:- 1. File writ petition in high court and request for the physical filing of financials of the Company under CODE File appeal under section 252 of the Companies Act, 2013.

2 Both ways are very effective in this matter. 2 CA Sachin Kumar 3 NITESH JAIN 4 Ashok Grover, CA in If a Pvt LTD company is a partner in a partnership firm with 75% share and want to retire from this partnership business by selling it's stake. Do the Pvt LTD company need to take approval from shareholders in egm or can directly sell it's stake by simple board resolution. Minimum paid up capital requirement for private ltd co. Is still existing or done away with? Eodb has recently tweeted that minimum paid up capital for incorporation of new pvt ltd company has now been done away with. I want to confirm the same with reference to provision. If so, Kindly share suitable amended provision. We want to close a private limited company having no In a partnership firm normally a partner resigns and the firm may admit any other partner. The terms would be as per partnership deed. For existing out of partnership firm, the company would require a board resolution in my view. In my opinion the company can opt out of the partnership by passing a Board Resolution, Resolution is not required to be passed at a General Meeting (Section 180 is not applicable here). Please see s. 2 of companies (Amendment) Act the said clauses were omitted from the original act The said clause of minimum paid up capital for Private Limited Company was withdrawn vide notification no F No 1/6/2015-CL V dated 25th May This process for removing a company name from the register of companies can also be initiated by the company by filing Form STK-2. To file Form STK-

3 Practice, Paschim Vihar 5 Rishi Kumar Gupta, CA, Delhi 6 Mamta Hemrajani, in Job, New Delhi assets. In which, one of the director is CA. What is the procedure. I hv formed a private limited company. First subscribers are issued shares. Stamp duty has to be paid on them. Can practical procedure be provided? By when a company can spend amount on R activities where the profitability of the company exceeds Rs. 5 crores in the Current financial year? 2, the company should have extinguished all its liabilities and execute a special resolution for removal of company name from register of companies with the consent of 75% of members in terms of paid-up share capital. In case the company is regulated under a special Act, approval of the regulatory body constituted or established under that Act should also be obtained and enclosed with the application. You should login to register and follow procedure given therein In a coming year. You need to comply R provisions in next year and accordingly spend in next year If the provisions of Sub Section 1 of Section 135 are applicable to a company, then such company shall spend the amount earmarked for R in the upcoming Financial year and thereafter in every FY as per the applicability of the same. Further if due to some reasons the amount of R was not spent in a particular FY then the Board shall specify in its report made u/s 134(3), the reasons for not spending the amount. In such case the unspent amount will be carried forward and has to be spent in the subsequent year in addition to the R requirement of that subsequent year. 7 Ashok Grover, CA in Practice, We want to convert a private limited company into one person company. Is Detailed procedure: Conduct Board Meeting Hold Extra-Ordinary General Meeting

4 Paschim Vihar there any amendment regarding this. and what are the charges under new scheme and again we have to registered the name in the ROC File MGT-14 form INC-6 must be filed for the conversion to One Person Company On being satisfied that the company has complied with approved requirements the Registrar will issue a certificate to the effect of conversion of the private limited company into one person company (OPC). (For detailed procedure please refer the website ) 8. Divya Khurana,, Delhi Will CODS scheme apply to Companies whose status is shown Strike OFF on MCA portal? No CODS 2018 would not apply to strike-off companies unless they are restored by NCLT If you file writ petition in high court and the court may be passed judgment in favour of your matter then you will go for CODE So Strike off company may also take benefit of CODE 2018 if High Court Allowed for the same. You may also read case study regarding this matter through below mentioned link. companies-take-benefits-condonation-delay-scheme- 2018/ 9 Sarthak Jain, CA, Lucknow 10 Ishan Manchand We are converting a Pvt Ltd Company into LLP. The company owns an immovable property. Whether the property is required to be reregistered in the name of LLP by paying Stamp Duty? If not, how do we proceed for registry if we sell the property from the LLP What is procedure for buy back of Deep Vaghela, Gujarat Stamp duty is a state subject.. There is no specific provision in LLP Act... for sale the registrar would follow its own procedures You need to update the name of the owner (ie. from Company to LLP) in property index, thenafter you will be able to sell out the property by the name of the LLP. Your local registry will brief you about the process. Read this article.

5 a, Ca Student, New Delhi shares in private limited companies?