Regarding allotment of shares

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Sweta Srivastava (Querist)
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16 March 2012 i need format of special resolution and explanatory statement for allotment of shares for a public company..

Charu Srivastava

Charu Srivastava (Expert)
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16 March 2012 “RESOLVED THAT in terms of Section 81(1A) and all other applicable provisions, if, any, of the Companies Act, 1956 (the Act) (including any statutory modification(s) or re-enactment there, for the time being in force), Unlisted Public Companies (preferential Allotment) Rules, 2003, Memorandum and Article of Association of the Company and subject to such conditions and modifications as may be considered appropriate by the Board of directors of the Company, consent of the Company be and is hereby accorded to the Board to offer, issue and allot further …………….. Equity Shares of Rs. ……………. each at a price of Rs. ………. per equity share, aggregating to Rs. ………………… to the person other than existing shareholders of the Company, on preferential basis as per the terms and conditions as mentioned in Explanatory Statement attached hereto.

RESOLVED FURTHER THAT the Board of Directors be and is hereby instructed to get the shares allotted pursuant to this resolution and the resolution be acted upon within a period of 1 month.”

EXPLANATORY STATEMENT

Pursuant to section 173 (2) of Companies Act, 1956

ITEM No. 1

In terms of provisions of section 81(1A) of the Companies Act, 1956 read with the Unlisted Public Companies (Preferential Allotment) Rules, 2003 applicable for making of a preferential offer a special resolution has to be passed.

The Company proposes to increase its capital base for the long term financial sources for the Company by way of private placement of shares to the person other than existing shareholder of the company.

In view of the requirements of section 81(1A) of the companies Act, 1956 and the above said rules made there under, the Company has to seek approval of members at the general meeting by way of special resolution.

The Company submits the following information for taking appropriate decision for approval of the proposed resolution as set out in the Item No. 1 of the Notice of the meeting by way of special resolution.

(a) The price band at which allotment is proposed : The price of the equity shares will be Rs. 10/- per share.

(b) The relevant date on the basis of which price has been arrived at: The relevant date of determine the issue price of the share is date of Extra Ordinary General Meeting

(c) The object of the issue : To raise funds for the long term financial needs of the Company on private placement basis.

(d) The class or classes of persons to whom the allotment is proposed to be made:

The equity shares are proposed to be allotted to the persons other than existing shareholders of the company.

(e) Intention of promoters/directors/key management persons to subscribe to the offer:

The promoters, directors and their relatives are not intended to participate in the proposes preferential issue of shares.

(f) Shareholding Pattern of promoters and other classes of shares after the offer:

The Company’s Shareholding Pattern is as under :

(g) Proposed time within which the allotment shall be completed : within a period of two month from the date of approval of the resolution.

(h) Whether a change in control is intended or expected in the affairs of the Company:

The Directors do not envisage any changes in the control of the management by the proposed allotment of shares.

A certificate from the practicing Chartered Accountant certifying that the issue of the shares is being made in terms of the Unlisted Public Companies (Preferential Allotment) Rules, 2003, and Shareholding pattern of the promoters and others have been kept at the Registered Office for inspection.

In order to authorize to the Board for taking further action, it is necessary to pass the said special resolution for preferential issue of shares as set out in the Item No. 1 of the notice.

None of the Directors of the Company is concerned or interested in the proposed resolution.

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