Resolution U/s. 81(1)(A) of CA,1956.
RAOUF
Pls Provide me the Draft Resolution U/s. 81(1)(A) {under Unlisted
Public Company Preferential Allotment Rules 2011}.
Regards,
Raouf.
KAGGANTY NAGESH BABU
Issue and allotment of Equity shares on preferential basis.
"RESOLVED THAT pursuant to the provisions of Section 81(1A) and other applicable provisions, if any, of the Companies Act, 1956 (“the Act", including any statutory modification or re-enactment thereof for the time being in force), and in accordance with the applicable provisions of Foreign Exchange Management Act, 1999 (the "FEMA"), Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000 (the "FEMA Regulations") the guidelines and clarifications issued by the Government of India ("GOI"), and enabling provisions of the Articles of Association of the Company, and subject to all such approvals, permissions, consents and sanctions of any authorities, as may be necessary, including the approval of the Foreign Investment Promotion Board (the "FIPB"), Reserve Bank of India (the "RBI"), or any other relevant authority, from time to time, or approval from banks, financial institutions or other lenders of the Company, and subject to such conditions and modifications as may be prescribed or imposed by any one or more of them while granting any such approvals, consents, permissions or sanctions and as agreed to, by the Board of Directors of the Company (the "Board", which term shall be deemed to include any committee which the Board may have constituted or may hereinafter constitute to exercise its powers including powers conferred on the Board by this resolution), the consent of the Company be and is hereby accorded to the Board to create, offer, issue and allot up to Equity Shares ( subscription shares) on preferential basis to a strategic investor as exhibited below (hereinafter referred to as the “subscription shares”) with a nominal value of Re.1/- each at a premium of Rs. /- per Share, on such terms and conditions as may be decided and deemed appropriate by the Board of Directors of the Company (hereinafter referred to as the “Board “which shall be deemed to include any duly authorized Committee thereof) at the time of issue or allotment.
|
Slno |
Names of the proposed allottees No. of Equity Shares
|
No of Equity Shares |
|
|
|
|
|
|
Total |
|
RESOLVED FURTHER THAT the aforementioned issue of Equity Shares shall be subject to the following terms and conditions:
(1) The Subscription Shares to be so issued and allotted shall be subject to the provisions of the Memorandum and Articles of Association of the Company and the Subscription Shares so issued shall have the same voting rights as the existing equity shares of the company;
(2) The proposed Shares shall be subject to lock–in for 1 year from the date of allotment,
(3) The Board be and is hereby authorised to, as it may deem expedient and without being required to seek any further consent or approval of the Company in the general body meeting of shareholders, decide and approve other terms and conditions of the issue of the Subscription Shares to the Subscribers, subject however to compliance with the provisions of all applicable laws, guidelines, notification, rules and regulations;
(4) The offer, issue and allotment of the Subscription Shares, shall be made at such time or times as the Board may in its absolute discretion decide with the Subscribers
(5) The Board be and is hereby authorised to accept any amendments, modifications, variations and alterations as the GOI, RBI, or any other regulatory authority may stipulate in that behalf;
(6) The Equity Shares shall be under lock in for a period of one year and the lock in date commences from the date of allotment of Equity Shares; and
(7) For the purpose of giving effect to this resolution, the Board be and is hereby authorised to take such steps and to do all such acts, deeds, matters and things, as it may in its absolute discretion deem necessary, proper or incidental to this resolution and to settle any question , difficulty or doubt that may arise from time to time in regard to the offer, issue and allotment of the Subscription Shares to the Subscribers and further to do all such acts, deeds, matters and things and to finalise and execute all documents, papers, agreements, deeds and writings as may be necessary, desirable or expedient as it may deem fit.
Certified True Copy
For
Designation
--
Find eNewsletters of ICSI Mysore at: http://www.icsi.edu/NewsEvents/enewsletters/tabid/1757/Default.aspx AND www.esnips.com/web/icsimysore
You received this message as you are subscriber. To unsubscribe email to: csmysore-u...@googlegroups.com
shankar shankar
PFA and hope it would serve the purpose.
--
Find eNewsletters of ICSI Mysore at: http://www.icsi.edu/NewsEvents/enewsletters/tabid/1757/Default.aspx AND www.esnips.com/web/icsimysore
You received this message as you are subscriber. To unsubscribe email to: csmysore-u...@googlegroups.com
--
CS K.Sankara Subramanian,
Cethar Energy Limited, Trichy.