COMPANIES ACT

AMALGAMATION OF COMPANIES (STAMP)

If an order is passed by the High Court u/s 394 of the Companies Act for Amalgamation of two companies or Subsidiary Amalgamation with Parent Company: (i) the Stamp Duty is payable at the rate of conveyance i.e. 7.5% on the market value of the Property of the transferor company, located in Karnataka, transferred to the transferee company Or (ii) An amount equal to 0.7% of the value of the shares allotted or issued in exchange, Or in case of Subsidiary Company (iii) An amount equal to 0.7% of the Shares merged or cancelled with parent company and the amount of consideration if any, paid for such amalgamation. The stamp duty is payable which ever is higher.

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DEMERGER OF COMPANIES (STAMP)

If an order is passed by the High Court u/s 394 of the Companies Act for Reconstruction or Demerger of a company (i) the Stamp Duty is payable at the rate of conveyance i.e. 7.5% on the market value of the Property of the transferor company, located in Karnataka, transferred to the resulting company Or (ii) An amount equal to 0.7% of the value of the shares allotted or issued to the resulting company and the amount of consideration if any, paid for such Demerger or Reconstruction. The stamp duty is payable which ever is higher.

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Right of subrogation
A person who had advanced to mortgager money with which the mortgage has been redeemed shall be subrogated to the right of the mortgagee whose mortgage has been redeemed, if the mortgager has by a registered instrument agreed that such persons shall be so subrogated.

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Re- registration of a company
Registrar shall close the former registration of the company, and may dispense with the delivery to him of all copies of any document which he furnished on the occasion of the original registration of the company. The re-registration will take place as same manner as it were the first registration of the company.

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Joint stock company
A company having a permanent paid up capital and nominal share capital of fixed amount divided into shares, and transferable as stock divided and held partly in one way and partly in other holders of those shares.

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Personation for acquisition of shares
If any person who makes in a fictitious name an application to a company for acquiring any share otherwise induces a company to allot, register, transfer of any share therein shall be punishable.

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Director Identification Number

 

  • Section 253 if the Companies Act as been amended & provides that no company shall appoint or re-appoint any individual as a director of the company unless he has been allotted Director Identification Number.
  • Any individual intending to be appointed as a director of a company shall obtain Director Identification Number from the central government.
  • Every director appointer before the commencement of company amendment Act -2006 shall apply, within 60 days for Director Identification Number.
  • Every existing director within 1 month of receiving Director Identification Number shall intimate to the company.
  • Every company within 1 week shall inform to the registrar the receipt Director Identification Number.
  • Every person or company shall quote Director Identification Number in all the returns information or particulars which are required to be furnished under the Company’s Act.
  • Any violation of there Director Identification Number provisions, is punishable for Rs.5000/- fine.

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VOLUNTARY WINDING UP
A company may be wound up voluntarily when the fixed period for the duration of the company has been expired, when the event of occurrence of which the article that the company is to be dissolved or if the company general meeting passes a resolution requiring the company to be wound up voluntarily.

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Winding –Up (Creditor)

A Claimant or Creditor can file a winding up petition against a company, only if the company is unable to pay the debts. Further prima facie it must be an undisputed debt. A company would be   deemed unable to pay its debts U/s 434 of companies Act.  i) If a sum exceeding 1 lakh rupees due to the creditor is not paid within 3 weeks after service of demand notice. ii) Further if execution of a decree in favour of a creditor of a company fails and iii) If the contingent and prospective liabilities of a company prove the companies inability to pay the debts.

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