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unlisted public company-prefrential allotment

Deepanshu Aggarwal (NA) (115 Points)

23 April 2010

Can anyone tell

whether meaning of relevant date to be taken as same as mentioned under SEBI (DIP) guidelines

on what basis the price of shares can be arrived at

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8 Replies

CS Mayur Buha (Company Secretary) (238 Points)
Replied 23 April 2010

Price of the Shares of Unlisted co. is tobe ariived by valuation of the company.

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Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 23 April 2010

Hi,

In an unlisted company there is no role of sebi guidelines. However for the purpose of price mutual understanding of both the parties i.e. the issuer company and proposed allottee is must.

They may fix the price of equity through valuation or by entering into a shareholders’ agreement. Valuation of company for arriving at a price is not must but normally proffered by the parties.

Regards

Deepanshu Aggarwal (NA) (115 Points)
Replied 23 April 2010

Dear Sir,

what does Relevant date mean by in case of Unlisted companies -prefrential allotment

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 23 April 2010

Forget about relevant as the same has no significance for an unlisted company.

Simple procedure for preferential allotment in your case is:

1. Hold a BM. Fix date of GM to pass SR u/s 81(1A). File form 23 with ROC within 30 days of GM resolution.

2. After passing SR in GM hold another BM for allotment of equity shares

3. File form 2 with 30 days of BM allotment resolution.

Deepanshu Aggarwal (NA) (115 Points)
Replied 23 April 2010

Dear Sir,

Kindly send me the Special resoluiton along with the explanatory Statement of prefrential allotment in case of unlisted company

Regards

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Narendra Verma (Senior Executive) (116 Points)
Replied 26 April 2010

Agree with Mr. Ankur, I also like to add my views:

In case of Unlisted Pub. Co., for issue shares on preferential basis, the company require pass SR u/s 81 (1A) in EGM/AGM and to follow Unlisted Public Companies (Preferential Allotment) Rules, 2003. Pls see the attachment for draft notice and expl. statement.

Attached File : 50 notice us 81 1a .zip downloaded: 902 times

J. Manivannan (Advocate & IP) (242 Points)
Replied 26 April 2010

Dear All,

Relevant Date for Unlisted Company

The Valuation of the Shares may be computed based on the latest available audited annual accounts of the Company i.e. 31st March 2010. The date of the Certificate issued by the independent charted accountant has been taken to be the relevant date for the purpose of proposed preferential issue.

Narendra Verma (Senior Executive) (116 Points)
Replied 27 April 2010

If a unlisted co. issues shares on preferential basis, then there is no need to valuation of such shares. However if a co. issues convertible warrants then there is need to determine the price of resultant shares as per Unlisted Public Companies (Preferential Allotment) Rules, 2003.