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Members Resolution for Issue of Shares through Private Placement
May 20, 2019 by Team Instabizfilings
Following is the format for Issue of Shares through Private Placement:
Members Resolution for Issue of Shares through Private Placement
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE MEMBERS OF [] AT EXTRA ORDINARY GENRERAL MEETING HELD ON [day, date ] AT [time] AT THE REGISTERED OFFICE OF THE COMPANY AT [address]
Issue Of __________ Equity Shares On A Preferential Allotment / Private Placement Basis
“RESOLVED THAT in accordance with the provisions of Sections 23, 42 and other applicable provisions, if any, of the Companies Act, 2013 [“Act”] read with applicable Rules including Companies [Share Capital and Debentures] Rules, 2014 [“Rules”] framed there under, as may be amended from time to time and the Articles of Association of the Company and the regulations/guidelines, if any, prescribed by any relevant authorities from time to time, to the extent applicable, the consent of the members of the Company be and is hereby accorded to further invite/offer, issue and allot up to ____ [_______-- Only] equity shares at the issue price of INR ___/- [Indian Rupees ________ only] each consisting face value of INR ____/- [Indian Rupees ____ Only] each and premium of INR _____/- [Indian Rupees _______ Only] each aggregating to INR ____________/- [Indian Rupees _________________Only], to the following investors on the Private Placement basis.
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Name of the Investor |
Number of Equity Shares to be subscribed |
Consideration |
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Total |
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RESOLVED FURTHER THAT the Equity Shares to be issued and allotted pursuant to this resolution shall be subject to the provisions of the Memorandum and Articles of Association of the Company and shall rank paripassu with the existing equity shares of the Company in all respects.
RESOLVED FURTHER THAT any Director of the Company and/or any authorized representative of the Company be and is hereby severally authorized to sign the requisite e-forms and furnish the same to the Registrar of Companies [RoC], Mumbai, Maharashtra and also to do any such acts, things and deeds as may be deemed necessary to give effect to the aforesaid resolutions.”
//Certified True Copy\\
For _______________________
____________
Director
DIN: ________
Address: ____________
Date:
Place:
EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013
The Board of Directors at their meeting held on ___________- has approve to invite/offer, issue and allot up to ____ [_______-- Only] equity shares at the issue price of INR ___/- [Indian Rupees ________ only] each consisting face value of INR ____/- [Indian Rupees ____ Only] each and premium of INR _____/- [Indian Rupees _______ Only] each aggregating to INR ____________/- [Indian Rupees _________________Only] to the investor as mentioned in the resolution.
Section 42 of the Act read with Rule 9 of the Companies [Share Capital and Debentures] Rules, 2014 [“Rules”] framed thereunder, inter alia, requires a company to obtain the prior approval of the shareholders, by way of a Special Resolution for issuance of equity shares through Private Placement offer.
Accordingly, the approval of the Members is being sought, by way of a Special Resolution, to offer and issue equity shares of face value INR __/- [Indian Rupees __] each, in one or more tranche at the issue price of INR _______/- Indian Rupees _____________only] each.
A statement of disclosures and the terms of issue of the equity shares are as under:
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Issue size, number of equity shares to be issued and nominal value of each share
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Nature of shares |
Equity shares.
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Objectives of the issue |
To meet the financial requirements of the Company.
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Manner of issue of shares |
Issue in one or more tranche.
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Issue Price |
Equity Shares will be issued at issue price of INR ______/- each
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Basis of Issue Price |
Equity Shares will be issued at issue price of INR ____/- each which is not less than the fair market value as per the valuation report obtained from the certified value.
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Terms of issue and rate of dividend on each share |
The new equity shares will be issued as per the investment agreement entered with the Investors
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Transferability |
The Equity Shares shall be transferable, subject to provisions of Articles of Association and applicable regulations, including Foreign Direct Investment and FEMA regulations/guidelines. |
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Rank |
The equity shares to be allotted shall rank pari-passu in all respects with the then existing equity shares of the Company, and shall be subject to the Memorandum and Articles of Association of the Company.
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Shareholding pattern of the Company as on Date of issue of Notice of Extra-Ordinary General
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Sr. No. |
Name of the Shareholder[s]
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No. of Equity Shares |
% Holding of total Equity Capital |
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DIRECTORS & PROMOTERS |
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Grand Total |
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OTHERS |
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Grand Total |
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The issue of equity shares is in accordance with the provisions of the Articles of Association of the Company.
All the Directors, Key Managerial Personnel and their relatives are interested in the resolution to the extent of their shareholding and Managerial Interest in the Company, in the passing of the above resolution.
The Directors recommend the resolution of the accompanying notice, for the approval of the members of the Company as a special resolution.
//Certified True Copy\\
For _______________________
___________
Director
DIN: ________
Address: ____________
Date:
Place:
