draft resolution for preferantial allotment

[ria]

Dear all,

Can anyone please send me the draft resolution for
preferential allotment of shares u/s 81(1A) and also the format of CS
certificate to be issued.

Regards,
Ria

[DEVENDER KUMAR]

Dear Ria

      

   Plese find the attached format of  Certificate and Resolution for allotment of shares u/s 81(1A)

 

  D. K. Suahg

Company Secretary

 

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[ria]

Dear Sir,

I am not able to open the microsoft word document. Can you
send it in MS version 3. Please do the needfull.

Regards,
Ria

>  certificate.docx
> 16KViewDownload- Hide quoted text -
>
> - Show quoted text -

[ria]

Dear Sir,

If you can please convert it into pdf and send it.

Regards,
Ria

On Jun 4, 12:33 pm, DEVENDER KUMAR <devende...@gmail.com> wrote:

[DEVENDER KUMAR]

 

To Whomsoever It May Concern

 

This is to certify that M/s. xyz Limited having its Registered Office at--------------------------------------Delhi - 110 000 has complied with the all provisions and regulation as contemplated in Section 81(1A) of the Companies Act, 1956 read with Unlisted Public Companies (Preferential Allotment) Rules, 2003 by way of passing of special resolution in the Extra Ordinary General Meeting held on----------------- for issue of---------------- equity shares in one or more trenches to be issued with in a period of 12 months from the date of passing the resolution in the meeting held on ---------------.

 

 

For abc & Associates

Date :  -----------                                                                                         (Company Secrataries)

 

Place : Delhi

 

pcs

(Proprietor)

C.P. No.

   

 

             Resolved that pursuant to the provisions of Sections 81, 81(1A) and other applicable provisions, if any, of the Companies Act, 1956 including any statutory modification (s) or re-enactments thereof, for the time being in force, the provisions of the Memorandum and Article of Association of the Company and subject to such sanctions and approvals as may be required, consent of the Company be and is hereby accorded to the Board of directors to offer, issue and allot upto 19,0000 Equity shares of Rs. 10/- each for cash in one or more trenches aggregating to Rs. 10/-each  to such persons and entities whether such persons or entities are shareholders of the Company or not.”

 

                “Resolved Further that the Board of directors of the Company be and is hereby authorised to do all such act(s), deed(s) and thing(s) as it may, in its absolute discreation, deem necessary for issuance and allotment of shares and to settle any or all matters arising in respect thereof and further to do all such act(s), deed(s) and thing(s) and to finalise and execute all such deeds, documents, agreements and writings as may be necessary for the purpose of giving effect to the resolution.”

[ria]

Dear Sir,

Thank you so much.

Regards,
Ria

On Jun 4, 1:14 pm, DEVENDER KUMAR <devende...@gmail.com> wrote:
> *To Whomsoever It May Concern*

>
> This is to certify that M/s. xyz Limited having its Registered Office
> at--------------------------------------Delhi - 110 000 has complied with
> the all provisions and regulation as contemplated in Section 81(1A) of the
> Companies Act, 1956 read with Unlisted Public Companies (Preferential
> Allotment) Rules,

> 2003<http://mca.gov.in/MinistryWebsite/dca/actsbills/rules/UPCPAR2003.pdf>by

> way of passing of special resolution in the Extra Ordinary General
> Meeting held on----------------- for issue of---------------- equity shares
> in one or more trenches to be issued with in a period of 12 months from the
> date of passing the resolution in the meeting held on ---------------.
>
> For abc & Associates
>
> Date :  -----------
>                   (Company Secrataries)
>
> Place : Delhi
>
> pcs
>
> (Proprietor)
>
> C.P. No.
>

> *             Resolved that* pursuant to the provisions of Sections 81,

> 81(1A) and other applicable provisions, if any, of the Companies Act, 1956
> including any statutory modification (s) or re-enactments thereof, for the
> time being in force, the provisions of the Memorandum and Article of
> Association of the Company and subject to such sanctions and approvals as
> may be required, consent of the Company be and is hereby accorded to the
> Board of directors to offer, issue and allot upto 19,0000 Equity shares of
> Rs. 10/- each for cash in one or more trenches aggregating to Rs. 10/-each  to
> such persons and entities whether such persons or entities are shareholders
> of the Company or not.”
>

>                 “*Resolved Further that* the Board of directors of the

> Company be and is hereby authorised to do all such act(s), deed(s) and
> thing(s) as it may, in its absolute discreation, deem necessary for issuance
> and allotment of shares and to settle any or all matters arising in respect
> thereof and further to do all such act(s), deed(s) and thing(s) and to
> finalise and execute all such deeds, documents, agreements and writings as

> may be necessary for the purpose of giving effect to the resolution.”**

> > csmysore-u...@googlegroups.com- Hide quoted text -

[DEVENDER KUMAR]

[ria]

Dear Sir,

Can you please tell me whether CA valuation certificate is
required for preferential allotment along with CS. Certificate.

Regards,
Ria

On Jun 4, 1:14 pm, DEVENDER KUMAR <devende...@gmail.com> wrote:
> *To Whomsoever It May Concern*
>

> This is to certify that M/s. xyz Limited having its Registered Office
> at--------------------------------------Delhi - 110 000 has complied with
> the all provisions and regulation as contemplated in Section 81(1A) of the
> Companies Act, 1956 read with Unlisted Public Companies (Preferential
> Allotment) Rules,

> 2003<http://mca.gov.in/MinistryWebsite/dca/actsbills/rules/UPCPAR2003.pdf>by

> way of passing of special resolution in the Extra Ordinary General
> Meeting held on----------------- for issue of---------------- equity shares
> in one or more trenches to be issued with in a period of 12 months from the
> date of passing the resolution in the meeting held on ---------------.
>
> For abc & Associates
>
> Date :  -----------
>                   (Company Secrataries)
>
> Place : Delhi
>
> pcs
>
> (Proprietor)
>
> C.P. No.
>

> *             Resolved that* pursuant to the provisions of Sections 81,

> 81(1A) and other applicable provisions, if any, of the Companies Act, 1956
> including any statutory modification (s) or re-enactments thereof, for the
> time being in force, the provisions of the Memorandum and Article of
> Association of the Company and subject to such sanctions and approvals as
> may be required, consent of the Company be and is hereby accorded to the
> Board of directors to offer, issue and allot upto 19,0000 Equity shares of
> Rs. 10/- each for cash in one or more trenches aggregating to Rs. 10/-each  to
> such persons and entities whether such persons or entities are shareholders
> of the Company or not.”
>

>                 “*Resolved Further that* the Board of directors of the

> Company be and is hereby authorised to do all such act(s), deed(s) and
> thing(s) as it may, in its absolute discreation, deem necessary for issuance
> and allotment of shares and to settle any or all matters arising in respect
> thereof and further to do all such act(s), deed(s) and thing(s) and to
> finalise and execute all such deeds, documents, agreements and writings as

> may be necessary for the purpose of giving effect to the resolution.”**

> > csmysore-u...@googlegroups.com- Hide quoted text -

[DEVENDER KUMAR]

no requirement of ca valution cerificate for preferential allotment

[ria]

Dear Sir,

Actually the company has decided to allot shares to few of the
shareholders. Now these shareholders are are interested parties. What
is the way out for disclosure of interest. Can I give it in notice
that None of the directors are interested except as shareholders of
the company. Will this suffice. If not, what steps have to be
followed.

Regards,
Ria

> > > > csmysore-unsubscr...@googlegroups.com- Hide quoted text -

[DEVENDER KUMAR]

Dear Madam

               I am not able to understand that how these shareholders are interested parties ?  whether they r existing shareholders then why u r going for preferentail allotment means u may go for right issue, second one  intersted parties pursuant to section 297 covers  the directors only not  the shareholders of that company.

 

other members views are  solicited.

 

Regards

D K Suhag

[ria]

Dear Sir,

Here all the shareholders are not offered shares. Only few
shareholders are alloted shares and so we are going for preferential
allotment and they are the directors of the company too. Do you think
we can opt for right issue. I agree to your point on interested
party.

Regards
Ria

[P.R.Kumar]

As per CARO, CA certificate is required

 

members views solicited in this regard.

 

 

 

regards

P.R .Kumar

Company Secretary

[Sai Adhi]

Requirement of CA Cert is as per Unlisted co pref allotment rules, 2003

Thanks
Adithya

[DEVENDER KUMAR]

Unlisted Public Companies (Preferential Allotment) Rules, 2003

 

Dear Aditya

In case of every issue of shares/warrants/fully convertible debentures/partly convertible debentures or other financial instruments with conversion option, the statutory auditors of the issuing company / company secretary in practice shall certify that the issue of the said instruments is being made in accordance with these Rules.  Such certificate shall be laid before the meeting of the shareholders convened to consider the proposed issue.

So a certificate from cs in practice is enough and  no need of certificate from ca

  

Members Views solicited 

Regards

D. K. Suhag  

[P.R.Kumar]

Dear Mr. Aditya and Mr. Suhag,

I request you to provide the justification with decided case law or any regulation which compel to take or not to take such certificate.

In CARO it says such pref allotment should not be prejudicial interest of the Company !

Learned members views solicited in this regard.

regards
P.R.Kumar