06 August 2012
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE MEMBERSOF ………… LIMITED AT THE ANNUAL GENERAL MEETING HELD ON ……..
“RESOLVED THAT in terms of Sec 81 (1A) and other applicable provisions, if any under the Companies Act, 1956, the Board of Directors be and are hereby authorized to offer, issued capital to any person at such time, and on such conditions as the Board in its absolute discretion may deem fit, not withstanding that the person(s) to whom such are offered is an existing share holder or not”
Explanatory Statement u/s 173 (2) of the Companies Act, 1956
In case the share capital is increased, the shares have to be offered and allotted. In terms of Sec 81 of the Companies Act further issue of shares can be made only to the existing shareholders in proportion in which they hold shares in the company, unless approval of the shareholders by way of a special resolution is obtained to enable the Board to allot shares in such manner as they deem fit. The resolution proposed above will enable the Board to allot shares to the promoters and their associates who may be interested in investing in your Company. Hence the resolution is proposed as a Special Resolution.
The disclosures required as per the Unlisted Public Companies (Preferential Allotment) Rules, 2003 are given hereunder: 1. The shares shall be issued at par, i.e; @ Rs…./ per share. 2. This offer is proposed for raising funds for the implementation of the project. 3. This offer shall be made to the friends and relatives of the promoters and also to the existing shareholders. 4. The entire share capital is held by the promoters and their associates. 5. The directors shall act upon the resolution within a period of one year from the date of the resolution and shall be valid till …….. 6. The board does not foresee any change in the control and management of the company as a consequence of further issue of shares.
Except as the members of the company, none of the Directors is interested in the above resolution.
Audit Certificate.- In case of every issue of shares/warrants/fully convertible debentures/partly convertible debentures or other financial instruments with conversion option, the statutory auditors of the issuing company / company secretary in practice shall certify that the issue of the said instruments is being made in accordance with these Rules. Such certificate shall be laid before the meeting of the shareholders convened to consider the proposed issue. (Notification on 4th Dec 2003)please go through the recent notification of 14th Dec 2011 also
CAclubindia
