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special required?

rahul saraf (Chartered accountants) (89 Points)

06 October 2009

An unlisted public company has given prefrential allottment. Now Form 2 for allottment is to be filed with ROC, is special resolution madatory for the same with explanatory notes?

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4 Replies

Madhusudan Kabra (knowledge seeker) (1779 Points)
Replied 06 October 2009

special resolution not reqired if it is not stated in MOA of the co. that special resolution shall be passed regarding allotment . in my opinion copy of resolution is not required to be filed with ROC .

Regards

Madhusudan Kabra

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Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 06 October 2009

Hi,

Your case is governed by section 81(1A).

For preferential allotment Special Resolution under section 81(1A) is very much necessary. But there is no need to attach notice, copy of special resolution and explanatory statement in form-2. Only attach List of Allottee with form-2.

Regards

J. Manivannan (Advocate & IP) (242 Points)
Replied 06 October 2009

In addition to Mr.Ankur Garg sir,

However, Notice along with Explanatory Statement and copy of Special Resolution passed under section 81(1A) should attach with Form-23 and SRN of Form 23 shall be mentioned in Form-2.