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Share allotment

ritika (student) (71 Points)

02 August 2017

A company is currently having an authorized share capital of Rs.5,00,000 (50,000 shares x 10). We propose to allot 26,79,545 equity shares to the overseas investor. For this we need to increase the authorized share capital to Rs. 3,00,00,000 (30,00,000 shares x Rs.10). The allotment should be dated 3/7/2017 and the increase in share capital should also happen on 3/7/2017

Can allotment and share issue happen on same date because for allotment you have to issue letter of offer which should be open for 30 days and after that resolution will be passed at Board meeting and allotment will be made thereafter.

Please let me know your inputs.

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1 Replies

Karan Batra (Creator: TheProTalks) (2325 Points)
Replied 03 August 2017

Ma'am, Following are the Procedures to both Increasing the share capital and Allottment of shares through Pvt Placement. Even if all the BRs and compliance at compaby level has been done, how do you expect it to be done by 3/07/2017, Are all he below mentioned forms and approvals taken from ROC

PROCEDURE FOR INCREASING AUTHORISED SHARE CAPITAL:

PROCEDURE FOR PRIVATE PLACEMENT AND FURTHER ALLOTMENT OF SHARES:

Check whether the company prima-facie authorised by the Articles of association to increase the share capital if it does not authorise the proceedings are to be completed with the objective of altering them.
To convene the board meeting for enabling the board to call for extraordinary general meeting (if not passed at Annual General Meeting) to get approval from the shareholders for increasing the authorised share capital.
Call for an extraordinary general meeting of the shareholders of the company by sending a notice with clear agenda, explanatory statements and the resolutions to be passed to alter the Memorandum of Association and Articles of Association which are to be altered for the purpose of increasing the authorised share capital.
Pass the resolutions for increasing the authorised share capital of the company and corresponding alterations in Memorandum of association and Articles of Association by special resolution.
Authorise the board to file necessary forms and resolutions with ROC having jurisdiction.
Filing the e- form SH7 with Roc by paying the requisite fee.
After consulting the Articles of association, the Company has to convene the board meeting A notice for general meeting has to be given every member of the company, legal representative of any deceased member or the assignee of an insolvent member, the auditor or auditors of the company and every director of the company not less than 21 days before the commencement of meeting. The notice can be given in writing or any other electronic mode prescribed. Provided that a general meeting may be called after giving a shorter notice if consent is given in writing or by electronic mode by not less than ninety-five percent of the members entitled to vote at such meeting.
Every notice of a meeting shall specify the place, date, day and the hour of the meeting and shall contain a statement of the business to be transacted at such meeting. [Section 101 of the companies Act]. A statement has to be annexed to notice which specifies about the material facts concerning each item of special business to be transacted at a general meeting, such as the nature of concern or interest, financial or otherwise to every director and the manager every other key managerial personnel; and their relatives. [Section 102 of the companies ACT]
After the notice, the extraordinary General meeting is convened and the members vote in favour or against increasing the authorised share capital of the company and it is during in this meeting the alteration of memorandum of association takes place.
After holding the extraordinary General meeting, the Members of the board pass an ordinary resolution.

Send Notice for convening Board Meeting atleast 7 days before convening the Board Meeting.
Notice shall be sent to shareholders for convening of Extra Ordinary General Meeting for the approval of private placement offer Letter.
Draft the private placement offer letter.
Special Resolution shall be passed in the EGM so convened, which shall remain valid for a period of 12 months.
File Form MGT -14 with the ROC within 30 days of passing Special Resolution.
Issue offer letter in PAS-4 within 30 days of record of name of persons
Prepare complete record of Private Placement in PAS-5
File Form PAS-4 and Form PAS-5 with ROC within 30 days of issue of offer letter in Form GNL-2
Make Allotment of shares within 60 days of receipt of Money from the persons to whom right was given.
Call Board Meeting for allotment of shares
File PAS-3 with ROC within 30 days of Allotment.