Preferential issue of shares under section 62(1)(c) clause to be recorded specifically in AOA

[falguni shah]

Dear Members,

For issue of shares on Preferential Basis u/s 62(1)(c) is it mandatory to specifically record clause in AOA that the company will issue share on Preferential Basis?.

The capital Clause of AOA is as follow:

II 1. Share capital and variation of rights
(i) The Authorised Share Capital of the Company is as per Clause 5 of the Memorandum of Association of the Company.
(ii) Subject to the provisions of the Act and these Articles, the shares in the capital of the company shall be under the control of the Directors who may issue, allot or otherwise dispose of the same or any of them to such persons, in such proportion and on such terms and conditions and either at a premium or at par and at such time as they may from time to time think fit.

am I specifically required to alter AOA describing that my issue will be under 42 or 62 ?

Can any one help on this??

[CS V Kartik]

No need.

Kartik

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[falguni shah]

The ROC has marked Form for Resubmission mentioning this remark

Amended MOA & AOA along with foot note is not submitted.

What to do with remark?

[Ronak Gupta]

We need to have specific authorisation under section 62(1)(c) for preferential issues under articles, while there is no such requirement under section 42 with respect to private placement.

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Thanks & Regards
Ronak Gupta
Company Secretary
Delhi
9910226715