Some important formats required
for preferential Allotment
Board
Resolution
CERTIFIED
TRUE COPY OF THE RESOLUTION PASSED BY THE BOARD OF DIRECTORS OF ________________
HELD ON ____________ AT _____________________________.
APPROVAL FOR ALLOTMENT OF EQUITY
SHARE
“RESOLVED
THAT pursuant to the resolution passed by the members at
their General Meeting dated ____________and pursuant to the provisions of Sections 42 and
62 and other applicable provisions, if any, of the Companies Act, 2013
(Companies Act) read with corresponding rules made there under including any
statutory modification(s) or re-enactment thereof, for the time being in force,
consent of Board of Directors of the Company be and is hereby accorded to allot
______ (in Numbers) Equity Share of the face value of Rs. 10/- (Rupees Ten each)
at security premium of Rs. __________ (Rupees Only) per equity shares to
following person:
S. NO
|
Name of allottee
|
No of share
|
Distinctive Nos
|
Address of allottee
|
1
|
RESOLVED
FURTHER THAT the Share Certificate in form SH-1 in
respect of the shares allotted as aforesaid be issued to the above mentioned
shareholder as per the Companies (Share Capital and Debenture) Rules 2014.
RESOLVED FURTHER THAT Mr. _______and Mr.___________ (DIN: ____) Directors of the Company be and are hereby severally authorized on behalf
of the Company to take all necessary steps in connection with the allotment of
equity Share, to sign and submit the e-forms, necessary forms, returns with the
Registrar of companies, to do all such
acts, deed and things as may be incidental and necessary thereto for the
above said purpose.
For
and on behalf of ___(name of company)
Company Secretary Certificate Format
To
The Board of
Directors
Name of company
Address of
companyy
In respect of the details as mentioned above,
we certify the following:
(i)
all the requirements of the Companies Act, 2013 have been complied with;
(ii)
terms and conditions of the Government approval, if any, have been complied
with;
(iii)
the Company is eligible to issue capital instruments/receive capital
instruments under Foreign Exchange Management (Transfer or issue of security by
a person resident outside India) Regulations, 2017 notified vide Notification
No. FEMA 20(R)/2017-RB dated November 07, 2017, as amended from time to time.
(iv)
The Company has all certificates issued by authorized dealers in India
evidencing receipt of amount of consideration in accordance with Foreign
Exchange Management (Transfer or issue of security by a person resident outside
India) Regulations, 2017 notified vide Notification No. FEMA 20(R)/2017-RB
dated November 07, 2017, as amended from time to time.
(v)
The Investment Agreement/ Shareholder Agreement between the investor and the
investee company is in compliance with the provisions of Foreign Exchange
Management (Transfer or issue of security by a person resident outside India)
Regulations, 2017 notified vide Notification No. FEMA 20(R)/2017-RB dated
November 07, 2017, as amended from time to time-Not applicable
Further
this is to certify that the Company has complied with all the provisions as mentioned
above for allotment of________Equity Shares having face value of INR 10/- each
at a premium of INR ____________________.
Name of CS firm
Name of CS
(Managing Partner)
Place: Membership No. _______
Copy of CTC of Special Resolution
CERTIFIED
TRUE COPY OF THE RESOLUTION PASSED BY THE MEMBERS OF _______ AT THEIR EXTRA- ORDINARY
GENERAL MEETING HELD ON ____________AT ______________________
TO ISSUE AND ALLOT EQUITY SHARE ON
PREFERENTIAL BASIS
“RESOLVED
THAT pursuant
to the provisions of Sections 42 and 62 and other applicable provisions, if
any, of the Companies Act, 2013 (Companies Act) read with corresponding rules
made there under including any statutory modification(s) or re-enactment
thereof, for the time being in force, consent of members of the Company be and
is hereby accorded to offer, issue and allot _________ ( no of shares) equity
share of the face value of Rs. 10/- (Rupees Teneach) at a premium of Rs. _________/-
(Rupees Only) per equity share aggregating to Rs. ________/- (Rupees Twenty Two
Lakh Seventy Three Thousand Five Hundred Forty Only) to _______________.
RESOLVED
FURTHER THAT the Equity Shares to be issued and
allotted as aforesaid, shall rank pari-passu in all respects with the existing
Equity Shares of the Company.
RESOLVED FURTHER THAT Mr. ______________, Director of the Company
be and is hereby severally authorized
on behalf of the Company to take all necessary steps in connection with the
allotment and issuance of the Equity Share, to sign and submit the e-form with
the Registrar of Companies, and to comply with all the legal requirements of
the Companies Act, 2013 and other regulatory provisions in this regard and to
do all such acts, deeds and things as may be required or considered necessary
or incidental thereto.”
For
_________________________
Director
Format of Explanatory Statement
Explanatory Statement Pursuant to Section
102 of the Companies Act, 2013
Item No. 1: To issueand Allot Equity Share on Preferential Basis
The Board of Directors has evaluated
various means of funding and after due deliberation decided to raise funds by
way of issuing Equity Shares.As looking into the requirements for expansion and
growth of business activities, your board of directors in their meeting held on
November __________ decided to infuse the funds for meeting capital expenditure
by way of issuing “Equity Shares to ___________________
Further equity shares issued shall be
rank pari-passu with the existing shares of the Company.
None of the Directors is/are concerned or interested in the
resolution except to the extent their shareholding in the Company.
None of the Directors or
relatives of directors are interested in the resolution otherwise than as
members.
Your Directors therefore,
recommend the resolution to be passed as Special Resolution.
The
following disclosures are pursuant to the requirement of Rule 13 (2) (d) of
Companies (Share Capital and Debentures) Rules, 2014:
Objects of the issue
|
To infuse more working capital in order to manage the affairs of
the Company in more efficient manner.
|
Total No. of Equity share to be issued
|
|
The price at which Allotment is proposed
|
|
Basis on which price has been arrived at along with report of
registered valuer
|
Valuation Report obtained from _____________
|
Relevant date with reference to which the price has been arrived
at
|
________________
|
The class or classes of persons to whom the allotment is proposed
to be made
|
____________________
|
Intention of Promoters, directors or KMP’s to subscribe to the
offer
|
None of the promoters and directors or key managerial personnel
of the Company intend to apply/ subscribe to any of the Equity Shares
|
The proposed time within which the allotment shall be completed
|
60 days from the date of passing of special resolution
|
The names of the proposed allottees and the percentage of post
preferential offer capital that may be held by them
|
Proposed Allottee:
|
The change in control, if any, in the company that would occur
consequent to preferential offer
|
N.A.
|
Justification for the allotment proposed to be made for
consideration other than cash together with valuation report of the registered
valuer
|
N.A.
|
Pre and
post allotment shareholding pattern:
|
|||||
Sr. No.
|
Category
|
Pre-Issue
|
Post-Issue
|
||
No. of
Shares held
|
% of
Shareholding
|
No. of
Shares held
|
% of
Shareholding
|
||
A
|
Promoters’
holding
|
||||
1
|
Indian:
|
||||
Individual
|
|||||
Bodies
Corporate
|
|||||
Sub-Total
|
|||||
2
|
Foreign Promoters
|
-
|
-
|
-
|
-
|
Sub-Total
(A)
|
|||||
B
|
Non-Promoters’
holding:
|
-
|
-
|
-
|
-
|
1
|
Institutional Investors
|
-
|
-
|
-
|
-
|
2
|
Non-Institutions:
|
-
|
-
|
-
|
-
|
Private Corporate Bodies
|
|||||
Indian Public
|
-
|
-
|
-
|
-
|
|
Others (Including NRIs)
|
-
|
-
|
|||
Sub-Total
(B)
|
|||||
GRAND TOTAL
|
|||||
The Board recommends that the resolution set out at item no. 1 be
passed as a Special Resolution.
For
___________________________
Director
Format of List of Allottee
TABLE
A
Name of the
Company
|
|
Date of Allotment
|
|
Types of Securities
Allotted
|
|
Nominal Amount Per
Security (in Rs.)
|
|
Premium/
|
|
Total No. of Allottees
|
|
Brief Particulars in respect of terms and
Conditions & Voting Rights
|
TABLE-B
(List of Allottees, applicable in case of
allotment of securities payable in cash)
Sl. No
|
Name of Allottees
|
Address of Allottees
|
Nationality of Allottees
|
No. of Equity Share
|
Total Amt. Paid (Including Premium)
(In Rs.)
|
Total Amt. to be paid on Calls (Including Premium)
(In Rs.)
|
1
|
||||||
Total
|
||||||
For _________________________________
Director
Posted By LAWgicAL Arush
Posted By LAWgicAL Arush
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