Allotment of shares

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

02 November 2012 "Can any one help me urgently, what is procedure to allot shares other wise in consideration of Cash. and also the specimen of agreement or contract. and is filing of Form 3 Mandotory

Ajay Mishra

Ajay Mishra (Expert)
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02 November 2012 Hi

Allotment of shares for consideration otherwise than in cash:

Issue of shares for consideration other than in cash can be made for any of the following considerations:—
(a) acquisition of assets of other company;
(b) acquisition of shares of other company;
(c) acquisition of technical know-how;
(d) other purposes.
Where shares are being issued in lieu of acquisition of assets of other company, it should be ensured that the transferor company has passed appropriate ordinary resolution in general meeting under section 293(1)(a) of the Companies Act, 1956.

In case if acquisition of assets of other company results in amalgamation with other company the Court/Tribunal order, if any, shall be forwarded with the Registrar.
In case the shares (not being bonus shares) are allotted as fully or partly paid up otherwise than in cash, the company shall produce, for the inspection and examination of the Registrar a contract duly stamped in writing constituting the title of the allottee to the allotment together with any contract of sale or a contract for service or other consideration in respect of which the allotment was made. [Section 75(1)(b)]

In such case the following documents shall be filed by company with the concerned Registrar of Companies:—
(1) Copies of all contracts, as aforesaid, verified in the prescribed manner to be filed by a company with the Registrar pursuant to section 75(1)(b) by an affidavit of a responsible officer of the company stating that they are true copies.
(2) Where a contract such as stated under section 75(1)(b) has not been reduced in writing, the company shall, within 30 days after the date of allotment, file with the Registrar of Companies the prescribed particulars of the contract stamped with the same stamp duty as would have been payable if the contract has been reduced to writing. The prescribed particulars shall be filed electronically in e-Form 3 (Appendix 2) in addition to the e-Form 2. [Section 75(2)].

If the Registrar is satisfied that in the circumstances of any particular case the period of thirty days specified in sections 75(1) and 75(2) for compliance with the requirements of this section is/was inadequate, he may, on application made in that behalf by the company, whether before or after the expiry of the said period, extend that period as he thinks fit, and if he does so, the provisions of sections 75(1) and 75(2) shall have effect in that particular case as if for the said period of thirty days the extended period allowed by the Registrar were substituted.

Querist : Anonymous

Querist : Anonymous (Querist)

06 November 2012 Thanks Ajay

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