Issue of Preference Shares Board Resolution

[Amit Kumar Padal]

We are issuing Preference shares to two new players other then the equity holders in our Pvt Ltd, please give your views if the below resolution would do

“RESOLVED THAT the Board of Directors of the company be and are hereby authorized to offer the 33,000 new 10% redeemable non-cumulative preference shares of 100 each to the following members in the mentioned ratio:

1.      16,500 Shares to Mr XYX    (PAN XYZ)

2.      16,500 Shares to Mr. ABC   (PAN ABC)

as on the 31^st December 2016 in accordance with the terms and conditions contained in clauses (a), (b), (c) and (d) of sub-section (1) of section 62 of the Companies Act, 2013, and if the shares so offered are not being taken up by the existing shareholders of equity shares, to provide an opportunity to the public by a prospectus in such manner and on such terms and conditions as the Board may determine;

 

“FURTHER RESOLVED THAT  Mr. CDE (DIN ) Director of the company is hereby authorized to take all such steps and actions for implementation of the above proposals.”

[Umesh Vyas]

"RESOLVED THAT consent of the company be and is hereby accorded to the Board of Directors of the company to offer 33,000 (Thirty Three Thousand numbers) 10% redeemable non-cumulative preference shares of 100 each (Redeemable at the end of ...........years from the date of issue.) to the following existing equity share holders of the Company in the  following ratio:

1.      16,500 Shares to Mr XYX    (PAN XYZ)

2.      16,500 Shares to Mr. ABC   (PAN ABC)

"RESOLVED FURTHER THAT in case the shares so offered are not taken up by the above said existing equity shareholders of the Company, the Board of Directors are authorised to offer such shares  pursuance to clauses (a), (b), (c) and (d) of sub-section (1) of section 62 of the Companies Act, 2013 and rules thereunder"

“RESOLVED FURTHER THAT  Mr. CDE (DIN ) Director of the company be and is is hereby authorized to take all such necessary action,for giving effect to this resolution”

But I have one doubt.....

Section 62 gives powers to Members in General Body Meeting for further course of action is shares are not taken up by the existing members.

Further, you can not mention" may be offered to public" so far as your company is pvt. ltd. and as we know , a pvt.ltd. company can not offer shares to the public.

THEREFORE my advise is to pass resolution  for issue of shares only and if it is not taken up by persons to whom it is offered, then only go to the General Body in the next AGM/EGM

Please mention period redemption of preference shares.

With Regards,

Umesh Vyas

Company Secretary

09427630539

Ahmedabad

 

CS Umesh Vyas.

B.Com., LL.B., ACS

Company Secretary.

Mob.:08980026860

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[CS. JAYANT SUTHAR]

u hv to comply with sec 42, 55

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Jayant Suthar

M.Com., FCS, ACMA