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ALLOTMENT OF SHARES - PVT LTD CO

Neeta (Finance) (345 Points)

03 May 2010

Hello Members

A pvt Limited Company wants to allot shares to its foriegn and promoting company. But the ( ofcourse strange ) AOA of the company doesn't specify a clause on allotment of shares HOWEVER it does state that the regulation of Table A apply to the extent excluded by the Articles of the Company. Plz confirm the steps involved ;

1. Is it required to amend the AOA ?

2. Conduct BM , allot shares.

3. File form 2

4. Issue share certificates.

thnx, Neeta

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5 Replies

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 03 May 2010

Hi Neeta,

According to me allotment of equity shares and raise money is one of the inherent powers of company. Hence authorization from articles to allot shares is not required.

This is completely a general understanding so wait for the opinion of other learned members.

Best Regards

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Jagruti (CS) (Service) (1953 Points)
Replied 03 May 2010

I agree with Mr. Ankur regarading the Articles, as Companies Act do not state that Articles should authorise the allotment of Shares.

Rest of the procedre as you stated will follow.

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swaroop (CA Final) (95 Points)
Replied 03 May 2010

i agree with what Mr. Ankur said but since the allotment is to Foreign investor(FDI), i think, a disclosure to the fact that shares are being alloted to FDI should be sent to Reserve Bank of India. AOA need not be altered and the rest process u mentioned will follow.

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bharti (studying) (55 Points)
Replied 03 May 2010

Hi Swaroop,

Besides Complying the Companies Act, 1956 requirements - Filling Form 2 and of course making a change in register of members........

There is a need to intimate RBI, if there is an infllow / outflow of money outside India - For this file a prescribed Form with RBI which is a duty of Intermediary Bank - known as AD - Category - I / II.

Regards

CS Bharti Kukreja

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