28 July 2012
NOTICE OF EXTRAORDINARY GENERAL MEETING TO SHAREHOLDERS
Notice is hereby given that an Extra Ordinary Meeting of the members of __________________ will be held on ________________, 2010, at 11:00 AM at the registered office of the Company, to transact the following business:
1. PREFERENTIAL ALLOTMENT OF EQUITY SHARES & SHARE WARRANTS TO INVESTORS & PROMOTERS:
To consider and if thought fit, to pass with or without modification, the following resolution as a Special resolution:
“RESOLVED THAT pursuant to the provisions of Section 81(1A) and other applicable provisions of the Companies Act , 1956 (including any statutory modification(s) or re-enactments thereof for the time being in force), the Memorandum and Articles of Association of the Company and other applicable Regulations / Guidelines and subject to such approvals , permissions and sanctions as may be necessary or expedient for the purpose, and subject to such terms and conditions alterations and modifications as may be considered appropriate, and agreed to, by the Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to include any Committee which the Board may constitute to exercise its powers , including the powers conferred by this Resolution) consent of the Company be and is hereby accorded to the Board to offer, issue and allot in one or more tranches through a Preferential Allotment and/or private placement basis:-
i) Upto 9,00,000 (Nine Lacs) Equity Shares of Rs 10/- each at the rate of Rs 101/- per Equity Share for cash, to Investors as detailed in explanatory statement.
on Preferential Issue and that the Board be and is hereby authorized to finalise all matters incidental thereto as it may in its absolute discretion think fit, in accordance with all applicable laws, rules and regulations for the time being in force in that behalf.”
“RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board be and is hereby authorized to agree, make, accept all such term(s) condition(s) modification(s) and alteration(s) as it may deem fit including condition(s) modification(s) and alteration(s) stipulated or required by any relevant authority or by their bye-laws, rules, regulations or guidelines and the Board is also hereby authorized to resolve and settle all questions difficulties or doubts that may arise in regard to such offer issue and allotment, to finalise and execute all agreement(s) document(s) and writing(s) and to do all acts, deeds and things in this connection and incidental as the Board may in its absolute discretion deem fit without being required to seek any further consent or approval of the Company or otherwise to the end and intent that they shall be deemed to have given approval thereto expressly under the authority of this resolution.”
BY ORDER OF THE BOARD Place: Nagpur Sd/- Registered office: CHAIRMAN
Thanks for your reply.However, the specimen sugested by you is applicable, when there is already provisions in the AoA for issue of shares on preferential b asis.But my query is relating to a company in whose articles there is no such provision.What should be the specific resolution for alteration of the AoA of such type of company?
30 July 2012
In my opinion you just have to pass ordinary resolution to change moa to provide for the preference shares. AFter that Board may in Board Meeting allot shares withing in the limits.
Notice is hereby given that the EXTRAORDINARY GENERAL MEETING OF …………………………………… will be held at its Registered Office at …………………….. ………………………….. on Tuesday, the 27th day of September, 2011 at 1:00 P.M. to transact the following businesses:
SPECIAL BUSINESS:
1. To consider and if though fit to pass with or without modification(s) the following resolution as a Ordinary Resolution :
“RESOLVED THAT pursuant to the provisions of Section 94(1)(a) and other applicable provision(s) of the Companies Act, 1956, if any, the Authorised Share Capital of the Company be increased from ` 10,00,00,000/- (Rupees Ten Crores Only) divided into 8000000 (Eighty Lacs) Equity Shares of ` 10/- each and 2000000 Preference Shares of ` 10/- each to ` 20,00,00,000/- (Rupees Twenty Crores Only) divided into 16000000 (One Crores Sixty Lacs) Equity Shares of ` 10/- each and 4000000 (Forty Lacs) Preference Shares of ` 10/- each.”
“RESOLVED FURTHER THAT clause V of the Memorandum of Association of the Company be substituted as under:-
“The Share Capital of the Company is ` 20,00,00,000/- (Rupees Twenty Crores Only) divided into 16000000 (One Crores Sixty Lacs) Equity Shares of ` 10/- each and 4000000 (Forty Lacs) Preference Shares of ` 10/- each with power to increase or reduce the capital and to divide and subdivide the shares into several classes and to attach there to respectively such preferential qualified or special rights, privileges or conditions, as may be determined by or in accordance with the Articles of Association of the Company for the time being and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may be permitted by the Companies Act,1956, or as provided by the Articles of Association of the Company for the time being.”
NOTES :
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.
2. The instrument appointing proxy must be deposited at the Registered Office of the Company not less than 48 hours before the time fixed for holding the meeting.
By order of the Board of Directors For …………………………
Place : Kanpur ………………………. Date : …………………. ………………………. EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956.
ITEM NO.1:
The existing Authorized Share Capital of the Company is ` 10,00,00,000/- (Rupees Ten Crores Only) divided into 8000000 (Eighty Lacs) Equity Shares of ` 10/- each and 2000000 Preference Shares of ` 10/- each out of which 53,06,250 (Fifty Three Lacs Six Thousand Two Hundred and Fifty) Equity Shares of ` 10/- (Rupees Ten) each and 2000000 Preference Shares of ` 10/- each stand issued in the Company. Your Company is under process to Capitalized its profit and issue bonus shares to the existing equity shareholders of the Company. Accordingly, the Authorised Share Capital is to be suitably enhanced. Therefore, your Directors propose to increase the Authorised Share Capital to to ` 20,00,00,000/- (Rupees Twenty Crores Only) divided into 16000000 (One Crores Sixty Lacs) Equity Shares of ` 10/- each and 4000000 (Fourty Lacs) Preference Shares of ` 10/- each.
Further, in order to increase the Authorized Share Capital of the Company, the Capital Clause of the Memorandum of Association of the Company is required to be altered. The proposed resolution is recommended for approval by the shareholders, as Ordinary Resolution(s).
None of the Directors of the Company is in any way, interested or concerned in the above mentioned resolution(s) except as shareholders.
By order of the Board of Directors For ……………………………….. Place : Kanpur Date : …………………… …………………………………….. …………………………………….
30 July 2012
In case of alteration of Articles you need to pass Special Resolution in the EGM, and Alteration of Article will be the first point thenafter you will alter your MOA and provide for the Preference Shares.
You need to add a point for providing issuance of preference shares.
Will you kindly also advice whether it will be necessary to specify in the AoA that the Company can issue shares on preferential basis in accordance with the provisions of the applicable laws ,rules or guide lines issued from time to time by the McA or other Regulatory Agencies.
CAclubindia
