Company Law
Prashant
(Querist) 14 July 2009
This query is : Resolved
1.Two public ltd companies were formed. 2.The date of certificate of incorporation are 24-01-2008 & 08-05-2008 respectively.
3.The certificate of commencement of business has not been taken till today.
4.Subscribers to MOA & AOA are 6 individuals and 1 is listed public ltd company (say A Ltd). A Ltd subscribed for 49,994 shares out of 50,000 shares and rest of the individuals subscribed for 1 share each.
5.Till today neither from A Ltd nor from 6 individuals, money on account of share capital is received by these companies.
6.Further, while finalizing the annual accounts of A ltd, the above companies were not shown/disclosed as subsidiaries and there accounts were also not incorporated in the annual report eventhough there were no transactions/activites done since commencement certificate is not obtained.
So following queries are raised-
1.Does A Ltd really becomes the holding company eventhough it has not purchased share capital of these companies.
2.Now A Ltd does not want to be the subscribers to MOA & AOA simply because they do not want these companies to be its subsidiaries. So now what is the remedy?
3.Although share capital is not received, can A Ltd transfer the shares in others name & get rid of the status of holding company (if at all it becomes holding company)
4.What is the consequences, for not showing these two companies as subsidiaries in the annual report of A Ltd as on 31-03-09.
5.What are the compliances to be made for these two companies from the date of incorporation with respect to accounts, audit, AGM, board meeting etc.
6.Today also, they have not received share capital so then what accounts to be finalized and how to take AGM and what needs to be put up in AGM.
7.Further no commencement certificate is obtained. Can it receive share capital now.
Thanks in advance
Anant Vats
(Expert) 15 July 2009
Dear Sir,
They may not have filed the statement in liew of Prospectus.
This is the perfect case of striking off the name of the Company from the Register of Companies.The Company has only incorporated itself and it has not done any business its assetsa and liablities is zero. No share capital is been recieved and no asset is been formed.
Company have the choice of Making an Application to the Registrar of Companies to strike off the name of the Company from its Register or you have to pay additional fees and penalties for not making any compliances.
