Postal ballot

From: BIPIN ACHARYA <bipinsacharya@gmail.com>
Date: Wed, Sep 21, 2011 at 10:09 AM
Subject: [CS_yahoogroups) Voting on resolution through Postal Ballot
To: cs <charteredsecretaries@yahoogroups.co.in>, Company_Secretary <company_secretary@yahoogroups.com>

 

Dear friends,

Recently, I came across a Postal Ballot  circulated to members providing for Voting as under:


I/we assent to the resolution               I/we assent to the resolution
FOR                                                 AGAINST
=====================              =====================

The dictionary meaning of the word assent is : approval, consent, permission, agreement.

Is the above mode not perplexing? Not confusing?
                                                                           ==================================

Secondly, when a member holding shares votes, he has the discretion to vote for/ vote against/vote neither in favour or against the resolution.He is deprived of the opportunity to so signify, record.
Normally, it is found that Ballot Paper does not contain the third option.
People not providing for the third option may argue  that by absenting from voting  also, the member  can signify the same. Then why provide for the third option?
[1]In fact,the member may be desiring to get it recorded that he participated in the voting and did not vote in favour or against the resolution.
[2]Also, a member holding 100 shares and desiring to cast 40 FOR, 50 AGAINST and 10 NEITHER IN FAVOUR NOR AGAINST the resolution .
Are we not depriving him to signify his voting in the manner desired by him?

Is it not advisable to provide for all the three modes of voting in all circular resolutions, all ballots and postal ballots?

Members may share their views, work-experiences,please.

charms,
bipin

Appointment of MD in Private Company

From: BIPIN ACHARYA <bipinsacharya@gmail.com>
Date: Sun, Nov 6, 2011 at 1:09 PM
Subject: Re: [CharteredSecretaries] query...
To: CharteredSecretaries@yahoogroups.co.in

 

Dear friends,

Even if it is a private company and its specified  Articles provide for non-applicablity for Explanatory Statement for special business at a general meeting of its shareholders, the fact may be mentioned by way of a NOTE to be submitted to ROC also pointing out that the Resolution appointing MD under reference was passed at a Board Meeting as allowed under section 2[26] of the Companies  Act, 1956.

charms,
bipin

On Sun, Nov 6, 2011 at 12:46 PM, rekha soni <rekhasoni.cs@gmail.com> wrote:

 

Hello Frds

 

i have a query

 

one private company filed f23 for appointment of MD by passing Board Resolution

but the ROC put f23 under userclarification demanding Notice and Self Explantory Statement for such Board Meeting 

 

however there is no such requirement if he is appointed by Board Resolution

 

plz guide and if possible plz provide me such Notice and Explanatory Statement.... 

--

Thanks and Regards

Indebtness - Annual Return

Dear friends,
Technically, the compliance of the requirement of disclosure of indenbedness as on the date of AGM would be complete if the amount disclosed thereunder includes in such amount the interest accrued but not due as on the date of AGM, please.
Disclosure of the amount outstanding in the books of accounts of the company only would not tantamount to sufficient compliance of the requirement,please.
charms,
bipin

On Mon, Nov 14, 2011 at 11:47 AM, SIMPAL SINGH VERMA <simpalalways@yahoo.co.in> wrote:
  Hi,
Annual return contains all the information as on date of AGM. So obviously indebtedness of the company will be as on date of AGM whether it is audited or not.
THANKS & WARM REGARDS
Simpal Singh Verma
Company Secretary
Cosmas Pharmacls Ltd
Ludhiana
--- On Mon, 14/11/11, rekha soni <rekhasoni.cs@gmail.com> wrote:
From: rekha soni <rekhasoni.cs@gmail.com>
Subject: [CharteredSecretaries] annual return
To: CharteredSecretaries@yahoogroups.co.in, csmysore@googlegroups.com, legalquery@googlegroups.com
Date: Monday, 14 November, 2011, 10:55 AM
  hello Members i have a query the amount of indebtedness of the company to be entered in the annual return will be at the date of AGMbut the accounts of the Company are audited upto 31st March the audited figure is given in the balance sheet then which figure to be entered in the annual return audited figure as given in balance sheet or unaudited figure as on AGM
--
Thanks and Regards---------------------------------CS REKHA SONIRekha Soni & AssociatesCompany SecretariesBlock C-1880, Ansal Palam Vihar,Gurgaon 122017M. No. 9911789098Landline:0124-4077139email id: rekhacs19@rediffmail.comURL: csrekhasoni.com


--
Bipin S. Acharya
Practising Company Secretary
CP 8      FCS 424

Dividend out of reserves

From: BIPIN ACHARYA <bipinsacharya@gmail.com>
Date: Fri, Nov 18, 2011 at 6:25 PM
Subject: Re: Fw: [CharteredSecretaries] dividend out of reserves .
To: CharteredSecretaries@yahoogroups.co.in, Company_Secretary <company_secretary@yahoogroups.com>

 

Dear friends,

[1] the basic requite to be complied before paying any dividend is that it has to be paid out of profits arrived at after providing for depreciation.

[2] Such profits may be current year's profits
                               or  profits of the company for any financial year or years  and remaining
                                    un-distributed
                               or  out of both 
as has been provided in section 205[1] of the Companies Act, 1956 [ Act ].

[3]  Profits of the company for any previous  financial year or years and remaining undistributed may be reflected in the Balance Sheet either in General Reserve or in the credit /surplus  balance of Profit & Loss Account comprised in RESERVES AND SURPLUS on the Liabilities Side of Balance Sheet.

[4] No dividend of the company can be declared  or  paid by a company for any financial year out of the profits of the company for that  year except after the transfer to  the reserves of  the company of such percentage of  its profits  for that year , not exceeding ten percent as may be prescribed as  has been provided in section 205[2A] of the Act.  The relevant rules are the Companies [ Transfer of Profits  to Reserves ] Rules, 1975.

[5] Unlike section 205[2A] referring to the required  percentage as may be prescribed  and the same being prescribed in the Companies  [ Transfer of Rules to Reserves ] Rules, 1975, is there any provision in sections 205, 205A, 205C, 206, 206A and 207 of the Act which prescribes to the effect that  no dividend shall  be paid out of un-profits of previous years [ reflected in General Reserve  of the company ]  except after complying with regulations as may be prescribed?????
    Members of the Group may kindly enlighten others in the matter.

[6]  Interim dividend can be declared and paid by the Board of Directors.as has been provided in section 205[1A],[1B] and the provisions of sections 205, 205A, 205C, 206 , 206A and 207 of the Act apply thereto as  far as may be possible  as has been provided in section 205[1C] of the Act.

[7]  Dividend includes interim divided as per section 2[14A] of the Act.

[8]  Dividend , under the Act, goes through three procedural stages. viz. [i] recommendation/ decision to pay the dividend per section 217[1][c]  of the Act. [ii] declaration of dividend per section  206[1] and 205[1C] of the Act and  [iii] payment of dividend  as envisaged in sections 205 and 205A of the Act.
      Declaration or payment of dividend can be effected only after the transfer of profits to reserves such percentage of profit for that financial year as may be prescribed as per section 205[2A] of the Act.

[9]  Notwithstanding the submission in para [5] hereof, when we examine the Companies [ Transfer of Profits to Reserves ] Rules, 1975, it is found that they are made pursuant to section 205[3] and 642[a]
{ which appears to be inadequate and which inadequacy could have been  cured by invoking the powers under section 642[1][b] of the Act }.
       Basically, the above Rules provide for matters relating to DECLARATION of dividend.Such declaration can be made by the company in annual  general meeting per the items of ordinary business mentioned in section 173[1][a][ii] of the Act and in case of interim dividend  by the Board of Directors as per section 205[1A].Declaration of dividend in conformity with section 2[14A] is thus envisaged.

[10]   Rule 2 of the above Rules provides as how dividend dividend can be declared IN THE EVENT OF INADEQUACY OR ABSENCE OF PROFITS IN ANY YEAR.
       Inadequacy or absence of profits in any year can be determined, under the scheme of the Act, after  the closure of the financial year.
        Under the above circumstances, the Act does not envisage the applicability of the above Rules to the interim dividend which is envisaged, under the Act, to be declared by the Board and paid during the course of a financial year and undoubtedly, the Act envisages the above Rules to apply to the dividend declared at an annual general meeting of the Company before which the final audited Balance Sheet & Profit and Loss Account for the financial  year  are laid  and in which accounts the inadequacy or absence of profits is duly decided upon by the Board before recommending the dividend for that financial year.

[11]   The response to the query under reference  would be YES to para 2 and also to para 1 on account of the relevant statutory provisions discussed here-in-before, please.

Members in the Groups may kindly share their views and work-experinces in the above matters.

charms,
bipin

First Board meeting

From: BIPIN ACHARYA <bipinsacharya@gmail.com>
Date: Fri, Dec 18, 2009 at 10:54 AM
Subject: Re: [CharteredSecretaries] First Board Meeting
To: CharteredSecretaries@yahoogroups.co.in

 

Dear friends,

During every quarter, one Board Meeting is required to be held pursuant to the provisions under section 285 of the Act. Convene the first Board Meeting accordingly.

Then, the first Board Meeting is held,but, the requisite quorum was not present thereat. Section 288[1] will be attracted and accordingly,  the Board- Meeting will stand adjourned to the same day next week.

According to section 288[2], section 285 has not been contravened.

What would happen at the adjourned Board Meeting whereat again, there is no quorum? Can it be adjourned sine die with an authority to the Director resident in India to convene it at a convenient date during the current quarter?

As to the solution of appointing an alternate director through circular resolution, there is no legal infirmity if the Director abroad and the one in India approve and pass the same.

Incidentally, if in the given case of the private company, if the two directors are the only shareholders, it would be better to pass through circular resolution the approval to the registration of transfer of shares so as to add one joint-holder in both cases or alternative to approve the registration of transfer of one share each in both LFs to the joint-account of each director-shareholder. The joint-holder in respective cases may be residing in India and abroad.
EGMs  and even  AGMs can be held abroad in case of private companies.

Khush Raho Charms,
bipin

On Fri, Dec 18, 2009 at 10:10 AM, aditya narayana <adi_1996_1@yahoo.co.in> wrote:

 

for circular resolution also I believe required quorum of two directors is required please check this is a very complicated situation and views of other members solicited for my knowledge also regards, CS S.S.NARAYANA (m) 09867436989 --- On Thu, 17/12/09, ANIL DULANI <dulanianil@gmail.com> wrote: From: ANIL DULANI <dulanianil@gmail.com> Subject: Re: [CharteredSecretaries] First Board Meeting To: CharteredSecretaries@yahoogroups.co.in Date: Thursday, 17 December, 2009, 9:59 PM   You can appoint Alternate Director and same can be appointed by circular resolution also. Anil Dulani On Wed, Dec 16, 2009 at 10:10 AM, Ashish Aggarwal <ashish_cs06@ yahoo.com> wrote:   Deeksha u can appoint an alternate director in place of foreign director. See sec.313 of Cos Act.         Best Regards, Ashish Aggarwal, A.C.S.       +9811739821 --- On Mon, 14/12/09, Deeksha <chopra.deeksha@ yahoo.com> wrote: From: Deeksha <chopra.deeksha@ yahoo.com> Subject: [CharteredSecretari es] First Board Meeting To: "char sec" <CharteredSecretarie s@yahoogroups. co.in> Date: Monday, 14 December, 2009, 2:50 PM   How to conduct the first Board meeting when in a Pvt company having two directors, one of them is abroad? Regds, Deeksha

---

The INTERNET now has a personality. YOURS! See your Yahoo! Homepage.

---

The INTERNET now has a personality. YOURS! See your Yahoo! Homepage.

---

The INTERNET now has a personality. YOURS! See your Yahoo! Homepage.

--
Bipin S. Acharya
Practising Company Secretary
CP 8      FCS 424
B/3, Ripple Apartments,
Near Hindu Mahila Milan Mandir,
Narayan Nagar,
Paldi, Ahmedabad- 380007
Ph: (079) 32516425
Mibile: 09327046425
email: bipinsacharya@gmail.com

Query regarding Section 266A of Companies Act, and Allotment of DIN

From: BIPIN ACHARYA <bipinsacharya@gmail.com>
Date: Fri, Jan 13, 2012 at 11:21 AM
Subject: [CharteredSecretaries] Re: [CS_yahoogroups) Query regarding Section 266A of Companies Act-Allotment of DIN
To: company_secretary@yahoogroups.com, cs <charteredsecretaries@yahoogroups.co.in>

 

Dear friends,

What is the date of appointment of a director?
The date of Board-Meeting at which he is appointed ?
The date from which his appointment becomes effective?

In the given case, the Board has met on 12-12-2011 and appointed a director who acquired DIN  subsequently on  3-1-2012.

There can be two  situations.

[1] The Board appointed him on 12-12-2011, a simpliciter. The appointee had no DIN. This is in violation of section 253, the proviso to which lays down that no company shall appoint any individual as director of the company unless he has been allotted DIN.Such an appointment is illegal.

[2]  Under  another situation, the Board met on 12-12-2011 and appointed the individual as its director with effect from the date when he acquires DIN. The appointee acquired DIN on 3-1-2012 and his appointment as director  became effective  from 3-1-2012 in terms of the Board Resolution of 12-12-2011.The requirement under the Proviso to section 253 is fulfilled on 3-1-2012 from which the appointment as director, in the given case, has become effective.......Is such an appointment illegal?Is there any prohibition appointing a director with a prospective, future date? [ Have we not come across Managing /Whole-time Directors being appointed/re-appointed  at Board Meetings  with future/prospective dates/s of appointment/re-appointment?] Is there any prohibition against the Board appointing an individual as director effective from the date when he fulfills the legal requirement of acquiring DIN?
         Noticeably, the second Proviso to section 266A allows an individual, not having DIN, to be appointed as director and also allows that appointee to hold the office as director till such time such applicant has been allotted DIN. This Proviso to section 266A  subsists even after the insertion of the Proviso to section 253.
         In the given case, there is no effective appointment on 12-12-2011.  The individual does not hold the office of director on and from 12-12-2011. His appointment as director becomes effective on and from 3-1-2012 upon his acquiring DIN. The appointee does not hold the office of director between 12-12-2011 and 3-1-2012. His appointment as director becomes effective only upon his acquiring DIN  and neither earlier nor otherwise.

In my considered view, in absence of  any specific prohibition in the Companies Act, 1956  against a director being appointed with effect from a prospective/future date, there is no legal impediment upon the Board of Directors of a company in appointing an individual as a director subject to the condition that his appointment as a director shall become effective upon his acquiring DIN on a future date.

Incidentally, under MCA21 System, presently, the software does not check the date of appointment of a director with the date when the appointee acquired DIN.

Members may share their views and work-experiences in the above matters,please.

charms,
bipin

       

On Thu, Jan 12, 2012 at 7:15 PM, Rupal Gambhir <grupal2011@yahoo.in> wrote:

 

Dear Member,

 

Yes the concerned person can be appointed as a Director with a previous date.

 

Thanks,

Rupal Gambhir

From: Anita Rawat <anita.rawat85@yahoo.in>
To: "company_secretary@yahoogroups.com" <company_secretary@yahoogroups.com>
Sent: Wednesday, 11 January 2012 5:15 PM
Subject: [CS_yahoogroups) Query regarding Section 266A of Companies Act-Allotment of DIN

 

Dear Learned Members,

The Board of Directors of a Company have approved the appointed of a person "Mr. A" as Director of the Company w.e.f. 12.12.2011. 

Mr. A does not have a DIN and therefore Form DIN 1 for allotment of DIN was filed on 03.01.2012 and the approved DIN was generated on 03.01.2012.

Is is possible that a person to whom DIN is allotted on 03.01.2012 be appointed as Director of the Company w.e.f. 12.12.2011(a date prior to the date of allotment of DIN)

You are requested to give your valuable inputs.

Regards

Anita Rawat

For D.Verma & Associates

Company Seceretary

Query on 20B

From: BIPIN ACHARYA <bipinsacharya@gmail.com>
Date: Sun, Jan 31, 2010 at 12:25 AM
Subject: Re: [CS_yahoogroups) Querry on 20B
To: company_secretary@yahoogroups.com

 

Dear friends,

 

The  Annual Return per the format under Schedule V of the Companies Act, 1956  [ the Act ] as attached to e-Form 20B would be stating the facts as they stood on a specific date mentioned therein.

 

This date would be the either the date on which the annual general meeting has been held or if no meeting was held, the latest date by which the meeting should have been held in accordance with the combined reading of the provisions under sections 166 and 210 of the Act.

 

The amount of indebtedness would be the amount outstanding on the date  as on which the facts/particulars are stated in the  relevant Annual Return.

 

charms,

bipin

 

On 1/30/10, Ajai Kumar Gupta <ajay_gupta701@yahoo.com> wrote:

 

Dear Members

Undermentioned is the point no II from the e form 20B:

II. Indebtness of the company as on the date of AGM or latest due date thereof

(secured loans including interest outstanding and accrued but not due for payment)

 May I kindly request you to explain to which date the highlighted portion refers ?

Thanks & Regards
Ajai Kumar Gupta Company Secretary

The Bristol Hotel Tel : +91 124 4351111
Mobile : +91 9899815070
Email : cs@thebristolhotel.com
Website : www.thebristolhotel.com

---

Secretarial audit

---------- Forwarded message ----------
From: BIPIN ACHARYA <bipinsacharya@gmail.com>
Date: Tue, May 25, 2010 at 7:36 AM
Subject: [CS_yahoogroups) Secretarial Audit recommended under MCA Corporate Governance Voluntary Guidelines, 2009
To: cs <charteredsecretaries@yahoogroups.co.in>, company_secretary@yahoogroups.com
Cc: president@icsi.edu, secretary@icsi.edu

 

Dear friends,

Three developments deserving to be noted:

[1] May, 2010 issue of Chartered Secretary may not have reached many
members like me. But, the same is now placed on ICSI website. It has
published the Exposure Draft on Secretarial Audit without mentioning
any time/date/period by which members have to submit their
suggestions.

[2] June issue of Chartered Secretary was to be a Special Issue on
Secretarial Audit. Now, the same has been postponed to July, 2010.

[3] When will ICSI finalise the format of Secretarial Audit for its
members to follow?

[4] Companies do not visit MCA Website to know as to what is placed
thereon. At the most, they visit MCA website when they have to
fill-in, sign, get certified and upload any e-Form , especially to
download the latest version of respective e-Form. Generally speaking,
most of the companies would be visiting MCA website within one month
after their general meetings are held. At that time, they might find
Corporate Governance Voluntary Guidelines, 2009 on the portal. By that
Annual Reports would not only be finalised, approved, adopted and
ripen for uploading. Who is to make these Guidelines including
Secretarial Audit Report known to them? Their Chambers of Commerce?
ICSI ? Practising professionals ?........By December, 2010, MCA would
be reviewing the adoption/non-adoption of MCA Guidelines including
Secretarial Audit Report. Taking all these facts, factors, aspects,
acts, omissions into account, my dear friends, is it not imperative
that we, practising company secretaries, employed company secretaries
swing into action and brief our client/employer companies to prompt
the companies covered to comply in these matters?

Please act fast, responsibly, in own interest and deliver.

If not,
we get what we deserve and start deserving what we get.

bipin

--
Bipin S. Acharya
Practising Company Secretary
CP 8 FCS 424
B/3, Ripple Apartments,
Near Hindu Mahila Milan Mandir,
Narayan Nagar,
Paldi, Ahmedabad- 380007
Ph: (079) 32516425
Mibile: 09327046425
email: bipinsacharya@gmail.com
bipinsacharya@yahoo.com

"You can if you think you can."
"You can not change what you will not confront."

Entry in Register under Section 301 of the Companies Act, 1956

---------- Forwarded message ----------
From: BIPIN ACHARYA <bipinsacharya@gmail.com>
Date: Thu, Jul 22, 2010 at 2:49 PM
Subject: Re: [CharteredSecretaries] Entry in Register under Section 301
To: CharteredSecretaries@yahoogroups.co.in

 

Dear friends,

Loan given to a company  by a member who is a relative of a director of the  company would attract sections 299 and 301 compliances in the given case.

charms,
bipin

On Thu, Jul 22, 2010 at 1:27 PM, csparvinder phalswal <csparvinder.phalswal@gmail.com> wrote:

 

The loan from the member will not make entry in the register under section 301as there is no interest of the director in this case.  On the other hand, loan from the relative of a director will make entry in the register under section 301.

Loan may be unsecured or secured, both are covered under section 301. 

 

On 4/22/10, MONIKA UPPAL <monikauppal22@gmail.com> wrote:

 

Hi Everyone

 

Please advise on the following:

 

X Pvt. Ltd. has taken unsecured loans from a Member Mr. A and a Relative of a Director, Mr. B.

 

Mr. A and Mr. B have given Declarations under Rule 2(b)(ix) of Companies Acceptance Deposit Rules to the company prior to giving loan to the company.

 

Do we need to make an entry in Section 301 Register?

 

Thanks

Monika 

--
Regards

Section 295 and 372A of Companies Act, 1956

---------- Forwarded message ----------
From: BIPIN ACHARYA <bipinsacharya@gmail.com>
Date: Sun, Jul 25, 2010 at 5:11 AM
Subject: Re: [CharteredSecretaries] RE: [CS_yahoogroups) Section 295 & 372A (urgent)
To: CharteredSecretaries@yahoogroups.co.in

 

Dear friends,

1/   Nice poser, stimulates thinking.

2/   The transaction under reference is the giving of guarantee by a private company which is
      subsidiary of a public company.

3/    By implication of the provisions under section 3[1][iv][c], is it not a public company?
       If yes, do the provisions under section 372A not apply?
       The exemption given to a private company under section 372A[8][a][iii]  is given to a
       private company " unless it is subsidiary of a public  company ". implying that the
       exemption is given to a private company and if the private company giving guarantee
       is a subsidiary of a public company, the exemption is withdrawn and the restrictive
       provisions under section 372A are required to be complied with.

4/    The directors are common in both the companies and one of them holds 65% shares
       in the holding company and 10% shares in the subsidiary company.
       As to the application of the provisions under section 295, the exemption under sub-
       -section 2[a][i] is not available to B Private Limited [ the lending company, giving
       guarantee ] since the lending company  is a subsidiary of a public company.
       Despite the directors being common in both  the companies being common,  B Private   
       Limited  [ the lending company ] while  giving guarantee in connection with a loan 
       made by  any other person  to its holding company [ and not to any director  of the
       holding company or to any director of itself ], will not have to comply  the  restrictive
       provisions under section 295.
       The holding company , though being a public company will not have to comply the
       restrictive provisions under section 295 because of it is not the lending company,
       giving guarantee.

5/    Giving guarantee, as in the case under reference, is not considered as entering into a
       contract for the supply of services covered under section 297.
       As to the applicability of sections 299, 300 , it would be  interesting  to note   
       that both the companies have common directors , one of whom has shareholding in both
       the companies [ 65% and 10 % ], that director is directly or indirectly interested in
       ensuring that the subsidiary gives the guarantee for the loan given to the holding
       company  in which he has 65% shareholding [ which would be considered as his
       personal interest and the same give  would give  rise to  conflict with his duty thereby
       attracting the requirements under  sections 299 and 300 as well as 301.

The above constitutes my immediate reaction , open to correction as always,please.

charms,
bipin

      

On Sat, Jul 24, 2010 at 7:07 PM, Rajiv Ranjan - Legal <rranjan@kazstroyindia.com> wrote:

 

Sections 295 & 372A are not applicable on private companies.

No compliance under these scetions need to be done by public co., being the recipent.

Discloure of interest u/s 299 by directors in both the companies, compliance u/s 300 for public co. and entry in 301 register in both the companies need to be done.

Will the transaction of providing corporate guarantee by private limited on behalf of public co. for the loan facility availed by the public co., can be termed as supply/sale of services u/s 297??? I think the interpretation of it being a service transaction u/s 297, would be too wide. Memebers may please give their views.

 

Regards

Rajiv Ranjan

---

From: company_secretary@yahoogroups.com [company_secretary@yahoogroups.com] On Behalf Of CS ROHIT [nikku_332@yahoo.co.in]
Sent: Saturday, July 24, 2010 11:27 AM
To: company_secretary@yahoogroups.com
Subject: [CS_yahoogroups) Section 295 & 372A (urgent)

 

Dear All,   Greetings of the Day !!!!!!   I have a query  and the facts are as follows;   A Limited is the holding Company and B is a Private Limited Company (Subsidiary of A Limited). The directors are common in both companies and one of the director hold 65% share in the holding Company and 10% in the subsidary Company.   B Private Limited provide the corporate guarantee for A Limited.Company  A got the loan amounting  Rs. 100 crore  The Capital of both the Companies:   A limited : Rs. 45 Crore B Private Limited : Rs. 1,00,000/-   Please provide me the procedure, consequences and loop hole, if any  for this case.     Thanks & Regards,   Rohit Mehta

---

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The contents of this E-mail and any attachment(s) are confidential and intended for the

Inter corporate loans

Dear friends,
X Private Limited is exempted from 372A,but, the implications of sections 299, 301 and the applicable accounting standards may also be examined in addition to what Dholakiaji  has pointed out,please.
Same would the position with X Limited, the receiving the Company which would be exempt from section 58A ,but, compliance of sections 299, 300,301 and appllicable accounting standards needs to be ensured,please.
charms,
bipin


On Thu, Nov 4, 2010 at 11:16 PM, Dholakia Company Secretary <dholakia_companysecretary@yahoo.co.in> wrote:
  X Private Ltd is exempted from 372A of the Act.  If  relations between X Pvt Ltd and Y Ltd have common directors or shareholders please examine deemed dividend under Income Tax Act. 2(22)(e). Section 295 not applicable.  Only Section 292--board resolution to be passed.
Y Ltd is a borrower and hence 292 and 293 to be complied with.  Section 372A and 295 have no applicability. 
Thanks
cs b v dholakia
Dholakia & AssociatesCompany SecretariesMHB-11, Room No. 302, 3rd Floor, Shree Sarvodaya Co operative Housing ScoNear Bhavishya Nidhi Building, Service Road,Kher nagarBandra (East),Mumbai - 400 051. Tel. Nos. 26 58 03 09 / 26 47 62 80
--- On Thu, 4/11/10, Murli Purohit <mmpurohit1@yahoo.com> wrote:
From: Murli Purohit <mmpurohit1@yahoo.com>
Subject: [CharteredSecretaries] INTER CORPORATE DEPOSIT/LOAN
To: "chartered secretary" <CharteredSecretaries@yahoogroups.co.in>, "company secretary" <company_secretary@yahoogroups.com>
Date: Thursday, 4 November, 2010, 9:37 PM
  Gentlemen We have about Rs 8 crores lying with us in X Pvt Ltd. Y Ltd are in urgent need of temporary funds, and we desire to give inter corporate loan from X Pvt. Ltd.  to Y Ltd. Needs your comments to analyze the issue
RegardsMMPurohit9167222062



--
Bipin S. Acharya
Practising Company Secretary
CP 8      FCS 424
B/3, Ripple Apartments,
Near Hindu Mahila Milan Mandir,
Narayan Nagar,
Paldi, Ahmedabad- 380007
Ph: (079) 32516425