Sunday, May 10, 2015

No notice to directors in cheque bounce cases source Business standard

No notice to directors in cheque bounce cases

supposed to know about the dishonour when the company gets the notice. There is sufficient time, nearly 75 days, to find which directors are responsible for the fault and therefore, there is no need to prolong the process by serving notices on each director or partner. The Supreme Court overruled the Bombay High Court which had maintained that separate notices were essential. Allowing the appeal case, Kirshna Texport & Capital Markets Ltd vs Ila Agrawal, the court asked the high court to reconsider its view regarding the trial of two directors. Analysing Sections 138 and 141 of the Negotiable Instruments Act, the court said: “ There is nothing in Section 138 which may even remotely suggest issuance of notice to anyone other than the drawer ( the company)… Section 141 again does not lay down any requirement that the directors must individually be issued separate notices. The persons running the affairs must naturally be aware of the notice issued to such company. It is precisely for this reason that no notice is additionally contemplated to be given to such directors"

Resolution for Allotment of Compulsorily convertible Prefernece shares

Allotment of 0.01% Compulsorily Convertible Preference Shares (CCPS)

RESOLVED THAT _________________ Compulsorily Convertible Preference Shares (CCPS), each having a nominal value of` 10/- (Rupees Ten only), be and are hereby allotted and issued at a price of ` 10/- (Rupees Ten only) per share to _______________________________________ as per the details given below:

Name of Subscriber
No. of Shares
Distinctive  Nos.
Nominal Value


From
To
`






RESOLVED FURTHER THAT CCPS so allotted shall carry fixed dividend @0.01% payable on 31st March subsequent to the closing date thereafter, on 31st March, till conversion of CCPS into common equity shares subject to the prior written approval of the existing lenders of the Company.

RESOLVED FURTHER THAT such CCPS shall be issued/ admitted in Dematerialized form with Central Depository Services Limited (CDSL) and Shri __________, Director, Shri __________, Director and ________________, Company Secretary be and are hereby severally authorized to undertake necessary action with CDSL in this regard.

RESOLVED FURTHER THAT each CCPS would convert into one equity share of the Company, at the conversion price, which shall be at the fair market value (“Conversion Price”). Conversion of CCPS into equity shares would occur anytime within ____ (_____) years after the Closing Date (“Conversion End Date”) at the option of the subscriber.

RESOLVED FURTHER THAT CCPS or the converted Shares shall be free from all encumbrances or liens, except the pledge, if created in favour of existing Lenders of the Company.

RESOLVED FURTHER THAT any of the Director of the Company or __________, Company Secretary, be and are hereby authorized to do all such acts, deeds and things as may be required to be done to give effect to the aboveresolution and do all other acts consequent to the issuance and allotment and give such directions as may be required, necessary, expedient or desirable for giving effect to the aforesaid resolutions.”

Resolution for sale of car

"RESOLVED THAT the Company do sale its ................ Car at an appropriate consideration."   

"RESOLVED FURTHER THAT Shri.................. be and is authorised to sign, seal, execute and deliver necessary documents, paper and apply for the transfer of registration of the said ......... Car and to do all such necessary acts, deeds and things as may deemed necessary, expedient and desirable to give effect to the abvoe resolution."

Admissibility of entries in the books of account

  The Bhartiya Sakshya Adhiniyam 2023 (Indian Evidence Act 2023) Section 28 deals with the admissibility of entries in the books of accoun...