Resolution of Allotment of Shares Other than Cash
Santosh Ojha
Please any one provide me the copy of draft resolution of "allotment of Shares other than Cash"
Thanks in advance
Sridevi B.N
“RESOLVED THAT pursuant to Section 81(1A) and all other applicable provisions of the Companies Act, 1956 (including any statutory modification or re-enactment thereof for the time being in force), (hereinafter referred to as the “Act”), the provisions of the SEBI (ICDR) Guidelines, the provisions of all other applicable laws and regulations applicable thereunder, provisions in the Memorandum of Association and the Articles of Association of the Company and pursuant to the resolutions passed by the shareholders & Board of Directors of the Company in their meeting held on ...................., the approval of the Share Allotment Committee be and is hereby accorded for the issue and allotment of 1,30,19,108 fully paid Equity Shares of Rs. 2 each, bearing distinctive numbers 1820658089 to 1833677196 on preferential allotment basis for consideration other than cash to XXXXX at the Issue Price of Rs. 115 per Equity Share (including Rs.113 towards share premium) consideration being (a) 4,68,00,000 equity shares of Rs.10 each fully paid up of the ABC held by XXXXX; and (b) the amount of Rs. 48.75 Crore paid by XXXX to ABC as advance towards subscription of further equity shares of ABC.
RESOLVED FURTHER that the Equity Shares allotted as above shall, subject to the provisions of the Memorandum of Association and Articles of Association of the Company, rank pari-passu with the existing equity shares of the Company and shall be entitled to such dividends and corporate benefits, if any declared by the Company after the allotment.
RESOLVED FURTHER that the Company do apply for necessary approvals of the Bombay Stock Exchange Limited, National Stock Exchange of India Limited, Central Depository Services (I) Ltd. and National Securities Depository Limited for the Equity Shares allotted to XXXX by the Company by way of preferential allotment.
RESOLVED FURTHER THAT the Equity Shares be credited to the demat account of XXXX through corporate action with NSDL/CDSL after obtaining necessary approval(s) from the Stock Exchanges.
RESOLVED FURTHER THAT Mr. ..............................., Authorised Signatory, Mr. ......................, Company Secretary be and are hereby severally authorized to send necessary communication to the Stock Exchanges, to file the Return of Allotment of Equity Shares in prescribed form with the ROC, to apply for the in-principle / final listing / trading approvals with Stock Exchanges, to apply to Depositories for crediting the shares to the demat account of allottee and to do such all acts, deeds and things as may be required to give effect to the aforesaid resolution.”
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