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Querist : Anonymous

Querist : Anonymous (Querist)

08 November 2014 May i Get the Format of Special Resolution to be Passed in EGM of private limited company for Issue of Equity Share as per Companies Act 2013.

CS JAY GOHIL

CS JAY GOHIL (Expert)
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08 November 2014

NOTICE is hereby given that an Extraordinary General Meeting of the Members of ______________________ will be held on Monday, 19th day of July, 2014 at 11.00 A.M., at the Registered Office of the Company to transact the following business:

Issue of Equity Shares on Preferential Basis: To consider and if thought fit, to pass with or without Modification, the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to Sections 42 & 62 and all other applicable provisions, if any, of the Companies Act, 2013 and Rule 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014 (including any statutory modification thereto or reenactment thereof for the time being in force) and in accordance with Articles of Association of the Company, the Consent of the Company be and is hereby given to the Board of Directors of the Company to create, offer, issue, and allot up to 14,50,000 (Fourteen Lacs Fifty Thousand) Equity Shares of Rs.10/-(Ten) each

''FURTHER THAT the Equity Shares to be issued and allotted shall rank pari passu with the existing Equity Shares of the Company in all respects.''

''FURTHER THAT for the purpose of giving effect to the aforesaid special resolution under Sections 42 & 62 of the Companies Act, 2013, the Board of Directors of the Company be and is hereby authorized to take such steps and to do all such other acts, deeds, matters and things and accept any alteration(s) or amendment(s) or correction(s) or modification(s) as it may deem fit and appropriate and give such directions/ instructions as may be necessary to settle any question, difficulty or doubt that may arise in regard to offer, issue, allotment of the said equity shares.'

Notes:
1. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of himself and the proxy need not be a member of the Company.

2. An explanatory statement pursuant to Section 102 of the Companies Act, 2013, in respect of special business items is annexed hereto.

For _______________________

Director

Date: 24/06/2014
Place:

Explanatory statement pursuant to Section 102 of Companies Act, 2013

1. The Board of Directors on 24th June, 2014, subject to necessary approval(s), has approved the proposal for raising funds up to Rs.1.45 Crores by way of issue of equity shares on preferential basis to mobilize funds for funding current/future expansion plans/activities directly by the Company.

2. Equity Shares which are to be issued is of Rs. 10/- i.e. face value

For ________________________

Director

Extract of Special Resolution passed at Extra –Ordinary General Meeting of the Company held as on 19th Day of July, 2014 at Registered Office at 11:00 a.m.

After discussion the board has passed following resolution as special resolution:

"RESOLVED THAT pursuant to Sections 42 & 62 and all other applicable provisions, if any, of the Companies Act, 2013 and Rule 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014 (including any statutory modification thereto or reenactment thereof for the time being in force) and in accordance with Articles of Association of the Company, the Consent of the Company be and is hereby given to the Board of Directors of the Company to create, offer, issue, and allot up to 14,50,000 (Fourteen Lacs Fifty Thousand) Equity Shares of Rs.10/-(Ten) each.

“Further That allotment of shares made to following persons:
Sr No. Name Address
1
2
3
4
5
6
7
8
9

''FURTHER THAT for the purpose of giving effect to the aforesaid special resolution under Sections 42 & 62 of the Companies Act, 2013, the Board of Directors of the Company be and is hereby authorized to take such steps and to do all such other acts, deeds, matters and things and accept any alteration(s) or amendment(s) or correction(s) or modification(s) as it may deem fit and appropriate and give such directions/ instructions as may be necessary and also authorized to file documents to the Registrar of Company related to private placements.'

For _________________

Director Director