Private placement of preference shares

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Jwala (Querist)
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26 February 2019 The articles of association of a company says Explanatory statement u/s 102 of companies act 2013 is not required. But for private placement, special resolution has to be passed and in the explanatory statement, terms of issue has to be informed. In that case, does the company need to give explanatory statement in the notice. If not, where shall it state the terms of issue?

gaurav

gaurav (Expert)
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26 February 2019 Dear Sir,
It is mandatory to have a explanatory statement u/s 102. Company act will prevail over article of association.
therefore statement u/s 102 is mandatory.

thank you