Shareholder Legal Compliance Steps

Summary

If a shareholder in Karnataka files a case against a company for not informing the Registrar of Companies (ROC), the company should update records, demonstrate unintentional non-compliance, and seek legal advice. Ensure AGM notices are sent and recorded, regularize pending AGMs, and comply with ROC requirements. Relevant sections of the Companies Act, 2013 include Section 96 for AGMs, Section 102 for explanatory statements, Section 137 for financial statements, and Section 403 for filing fees. If promoters resign, refer to Section 2(69) for promoter definition, Section 92 for annual returns, and Section 168 for director resignation.

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NOT RECEIVED AGM NOTICE FOR * YEARS FROM COMPANY
It seems like the shareholder has a strong case if they haven't received an AGM notice for 15 years. Here are some steps the company can take to safeguard itself:
- Ensure all AGM notices are sent out properly and recorded for future reference.
- Regularize any pending AGMs and ensure compliance with ROC requirements.
- Seek legal advice to address the shareholder’s complaint and demonstrate efforts towards compliance.
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STATE THE SECTIONS GOVERNING THE EACH PROVISIONS ABOVE
Here are the relevant sections under the Companies Act, *, that govern the provisions discussed:
- Section *: Annual General Meeting (AGM) - This section mandates holding an AGM each year.
- Section *: Explanatory Statement - This section requires sending notices with detailed explanations of the AGM agenda.
- Section *: Filing of financial statements with the Registrar.
- Section *: Fees for filing, etc.
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IF PROMOTERS RESIGNED AND TRANSFER THEIR SHARES WHO ARE THE PROMOTERS, EXPLAIN WITH SECTIONS OF COMPANIES ACT
If promoters resign and transfer their shares, the following provisions under the Companies Act, * are important:
- Section *(*): Definition of Promoter - Includes persons named as promoters in the prospectus or identified by the company in annual returns.
- Section *: Annual Return - Requires updating the list of promoters in the annual return.
- Section *: Resignation of Director - Process for directors, which may overlap with promoter duties.
Do you need further details on any specific section?
ACTUAL PROMOTER LEFT THE COMPANY THEN WHO WILL BE CONSIDERED AS PROMOTER UNDER WHICH SECTIONS
In case the actual promoter left the company, the following sections under the Companies Act, *, are relevant:
- Section *(*): Definition of Promoter - Identifies who is considered a promoter based on the prospectus or annual returns.
- Section *: Annual Return - Requires updating the list of promoters annually.
- Section *: Resignation of Director - Outlines the process for a director's resignation, which can be relevant if they were also a promoter.
Is there anything specific you need more information on?
WHICH SECTIONS GIVE GUIDANCE FOR COMPANY TO CONSIDER WHOM AS PROMOTER IN THE CASE THE ACTUAL PROMOTER LEFT THE COMPANY
In the situation where the actual promoter has left the company, the Companies Act, *, provides guidance on considering who can be identified as a promoter under the following sections:
- Section *(*): Defines a promoter, including anyone identified in the prospectus or annual returns.
- Section *: Annual Return - Requires updating the list of promoters annually.
- Section *: Resignation of Director - Relevant if the promoter was also a director.
Do you need more details on these sections or any specific guidance on compliance?