Section 62 (1) (c) and Section 42 Companies Act, 2013

[C K Riju & Co. Company Secretaries]

Dear Sir, 

Can any one guide me how to proceed with the below; 

In a private Limited Company, there are already 3 promoter shareholders. 

Now, the company is intending to purchase the assets of the proprietorship (which is getting closed) from its proprietor by allotting shares for the value of assets transferred in the proprietor's name. 

Whether the company can allot shares for the value of assets transferred vial 62 (1) (c).

My doubt is whether Section 42 private placement conditions to be followed. 

Or 

whether the shares can be issued as right issue/ further issue of shares to existing shareholders and on renouncing the issue by the existing shareholder the board can issue to the proprietor directly. 

 

C K RIJU & CO.

Company Secretaries

 

C. K. Riju FCS

Practicing Company Secretary

FCS-8430 CP-15491

Call-9600064707 email- rij...@gmail.com

 

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[Kumud Prasad]

Sir,

As per  my knowledge it will be governed by Sec.62 i.e. by way of renouncement u can proceed

Regards

CS Kumud Prasad

[C K Riju & Co. Company Secretaries]

Thanks Kumud Prasad. 

So, the Private Placement procedures need not be followed isnt it?

The share can be alloted via. right issue renouncement of shares by existing shareholders and board can decide to allot in a way which is not disadvantages to the existing shareholders.

Kindly guide.

Dear Sir, 

 

C K RIJU & CO.

Company Secretaries

 

C. K. Riju FCS

Practicing Company Secretary

FCS-8430 CP-15491

Call-9600064707 email- rij...@gmail.com

 

Notice: The information contained in this e-mail message and/or attachments to it may contain confidential or privileged information. If you are not the intended recipient, any dissemination, use, review, distribution, printing or copying of the information contained in this e-mail message and/or attachments to it are strictly prohibited. If you have received this communication in error, please notify me by reply e-mail at rij...@gmail.com or contact 9600064707 and immediately and permanently delete the message and any attachments.

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[Kumud Prasad]

Yes Sir,

Without complying the Private Placement provision, company can issue shares to the other person subject to the condition that the same should be renounced by the  existingshareholder or not accepted.

Regards

CS Kumud Prasad

Regards

CS Kumud Prasad

Contact:8285821121

Email: kumudpr...@gmail.com

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[Sonia Yadav]

According to me there is no Cash involved in the below mentioned transaction as you are allotting shares instead of paying cash to proprietor for the assets purchased.

Hence you need to follow procedure for issuing shares for consideration other then Cash.

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From: C K Riju & Co. Company Secretaries <rij...@gmail.com>
To: csch...@googlegroups.com; CSMysore <csmy...@googlegroups.com>
Sent: Saturday, May 14, 2016 12:29 PM
Subject: [CSMysore] Section 62 (1) (c) and Section 42 Companies Act, 2013

[lalit dhanuka]

Please share the procedure as well

[Sachin Verma]

Dear

Consider other than cash procedure will be apply

and draft board resolution in the  way that no section shall be .contradict.

I have done the same.

text on my personal mail id if you can sachin....@gmail.com

[vinay bl]

Dear Mr. Raju, 

You need to have following documents

1. Business transfer agreement (Duly as per state stamp act)
2. Valuation Certificate of the proprietary concern

Do the board meeting and the allot the shares for consideration other than cash. 

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Thanks and Regards

Vinay B L

[C K Riju & Co. Company Secretaries]

Thanks for guidance.

Dear Sir, 

 

C K RIJU & CO.

Company Secretaries

 

C. K. Riju FCS

Practicing Company Secretary

FCS-8430 CP-15491

Call-9600064707 email- rij...@gmail.com

 

Notice: The information contained in this e-mail message and/or attachments to it may contain confidential or privileged information. If you are not the intended recipient, any dissemination, use, review, distribution, printing or copying of the information contained in this e-mail message and/or attachments to it are strictly prohibited. If you have received this communication in error, please notify me by reply e-mail at rij...@gmail.com or contact 9600064707 and immediately and permanently delete the message and any attachments.