IPO Related Resolutions
VAIBHAV SHAH
Dear Professionals,
1. Appointment of Peer Review Auditor for Report In Prospectus:
The Chairman proposed to appoint M/s. __________, Chartered Accountants as a peer review auditor of the Company. He informed that the consent to act as peer review auditor of the Company has been obtained from M/s.___________. The Board discussed the matter and the following resolution was passed unanimously.
“RESOLVED THAT M/s____________, Chartered Accountants, Mumbai be and is hereby appointed as Peer Review Auditor of _____________to re-audit the financials & redrawn/restated the financials as per Companies Act and requirement of the SEBI Guidelines and submit the audit reports to the Board for aforesaid purpose.”.
“RESOLVED FURTHER THAT M/s._____________, Chartered Accountants, Mumbai be also provide report on the financial accounts in accordance with the Companies Act (as amended) and SEBI (ICDR Regulation 2009) as amended from time to time in the form and in the context in which it is being included in the Draft Prospectus and the Prospectus being issued by the company.
2. Appointment Of Legal Advisor:
The Chairman informed the Board that the Company in consultation with the __________ (Lead Manager) has decided to appoint M/s._____________, as legal advisors to the Company and further the consent to act as legal advisor has been received. After discussion it was resolved that:-
“RESOLVED THAT M/s. _________ be hereby appointed as the legal advisor of the Company, for the purpose of forth coming public issue of the company.
“FURTHER RESOLVED that any of the Directors be and are hereby authorised to sign & submit the necessary documents.”
3. Finalisation of Issue Size & Issue Price for upcoming IPO
The Chairman stated that shareholders have approved the resolution for further issue of shares to raise funds in the Extraordinary General Meeting held on _____________.
The Chairman discussed the matter and passed the resolution unanimously:
“RESOLVED THAT issue of additional _____ Equity Shares of Rs. 10/- each at Rs. __/- per share (including premium of Rs. __/- per share) and raise funds to the tune of Rs. _________ Lakhs, through fixed Price IPO and list the said shares on the SME Platform of BSE Limited. The said issue size and price is determined in consultation with Lead Manager i.e ____________, for the said Issue.”
“RESOLVED FURTHER THAT, Mr. _______, Managing Director of the Company be and is hereby authorized to do all acts, matters, deeds, things and sign relevant documents as are necessary for giving effect to the resolution”
4. Appointment of Registrar:
The Chairman proposed to appoint the existing Share Transfer Agent M/s Sharex Dynamic (India) Pvt Ltd, as Registrar of the Company. He informed that the consent to act as Registrar of the Company has been obtained from M/s Sharex Dynamic (India) Pvt Ltd. After discussion it was resolved that:-
“RESOLVED THAT M/s Sharex Dynamic (India) Pvt Ltd, is hereby authorised to accept / reject the Demat / Remat requests generated in the NSDL and / or CDSL system without prior approval of the company and to see that dematerialization / Rematerialization are effected within the stipulated time laid down by the Stock Exchange, SEBI, NSDL, CDSL, Listing Agreements, Tripartite Agreements of the depositories and to generally comply with the Regulations relating to Demat / Remat of shares on NSDL / CDSL.
“RESOLVED FURTHER THAT Mr. __________, Managing Director ,of the Company be and are hereby authorised jointly and severally to sign and submit all documents for transfer / transmission / transposition / consolidation / split / duplicate shares and to see that all these are effected within the stipulated time laid down by the Stock Exchange, Listing Agreements / Tripartite agreement of the depositories and to generally comply with the regulations related to transfer of shares.
“RESOLVED FURTHER THAT Mr. _________, Managing Director is hereby authorised to sign on the reverse of the share certificates in respect of transfer of shares in the physical mode.
“FURTHER RESOLVED that Mr. ______________, Managing Director be and is hereby authorised to sign the necessary forms & documents with the Registrar of Companies to inform the above appointment in registrar.”
5.. Execution of Memorandum of Understanding with Registrar:
The Chairman proposed to execute Memorandum of Understanding with ‘M/s Sharex Dynamic (India) Pvt Ltd’, as Registrar of the Company. He informed that the consent to act as Registrar of the Company has been obtained from M/s Sharex Dynamic (India) Pvt Ltd. After discussion it was resolved that:-
“RESOLVED THAT the Memorandum of Understanding between ‘M/s Sharex Dynamic (India) Pvt Ltd’ and the Company, be executed for the purpose of forth coming public issue of the Company.”
6. Execution of Memorandum of Understanding with Book Running Lead Manager:
The Chairman proposed to execute Memorandum of Understanding with ‘______________’, as Book Running Lead Manager of the Company. He informed that the consent to act as Book Running Lead Manager of the Company has been obtained from ______________. After discussion it was resolved that:-
“RESOLVED THAT the Memorandum of Understanding between ‘_____________’ and the Company, be executed for the purpose of forth coming public issue of the Company.
“FURTHER RESOLVED that any of the Directors are hereby authorised to sign & submit the necessary documents and decide the fees as may be mutually agreed.”
7. Appointment of Underwriting Agreement:
The Chairman stated that for the proposed IPO of the Company, it was necessary to authorize Directors to sign Underwriting Agreement with lead managerM/s ____________ and M/s________ Stock Brokers Private Limited. The Board discussed the matter and after some discussion it was:
“RESOLVED THAT Mr. ___________, Managing Director or any other Director of the Company be and are being hereby authorized to sign Underwriting Agreement with lead manager M/s __________ and M/s _____________ and any other documents whether related directly and indirectly thereto.”
8. Appointment of Market Making Agreement:
The Chairman stated that for the proposed IPO of the Company, it was necessary to authorize Directors to sign Market Making Agreement with lead managerM/s _________________ and M/s ________________. The Board discussed the matter and after some discussion it was:
“RESOLVED THAT Mr. ______________ Managing Director or any other Director of the Company are being hereby authorized to sign Market Making Agreement with lead manager _______________and _______________________ and any other documents whether related directly and indirectly thereto."