06 October 2012
our company is listed on BSE and it had already close its register of members for the AGM held on 29.09.2012 and complied with conditions u/s 154 of the Companies Act, 1956.
Now the company wants to conduct EGM for approving preferential to strategic investors. now my question is, do the company again required to close its register of members.
Such requirement is not given under ICDR regulation.
06 October 2012
Yes you need to close your Books once again. At the time of Book Closure, the purpose of the Book closure is to be determined and stated.
At that book closure must not have mentioned about the preferential issue.
Notice to the stock exchange and in newspapers must be published atleast 7 clear day before the date of book closure stating the period of book closure and its purpose.
06 October 2012
Stock exchange would not allow that Book Closure for preferential issue. and you need to take inprincipal approval form the stock exchange before allotment of any securities.
07 October 2012
One more thing, for preferential issue you not need to determine the entitlement of the existing shareholders, so in my opinion you should not close your register of members.
However, if you go for closure, you need to issue a notice again specifying the purpose of closure.
For preferential allotment, no need to give any intimation to stock exchange not for book closure not for conducting Board meeting. you just hold a board meeting and intimate the proceeding of the Board meeting.
In Notice and newspaper not required to give intimation of book closure.
For more details you can check the notice of other companies who has made preferential allotment on EGM.
08 October 2012
Under clause 31(b) of the Listing Agreement even the notice for General meeting for the purpose of passing special resolution under section 81(1) shall be circulated to the Stock Exchange even before dispatching it to the shareholders.
CAclubindia
