( Expert )
03 June 2012
Draft Resolution to be passed at the Extra-ordinary General Meeting for re-issue of Forfeited shares together with Explanatory Statement.
“RESOLVED THAT the authority of the company be and is hereby accorded in pursuance of Clause 23 of the Listing Agreement entered into by the company with the Stock Exchanges, to re-issue _____ shares which have been forfeited to such persons of such price as the Board may determine including reissue of such number of shares of such price not less than Rs.5/- to the promoters of the company provided however the issue of shares to the promoters and others under this authority shall be subject to necessary compliance of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997”.
The Board of Directors of your company had found that ____ shares of Rs.10/- each of your company remain to be partly paid shares and they have remained so in spite of spending individual notices to shareholders. A final notice was also sent to the members concerned warning forfeiture of the said shares. However none of them has responded.
As such the Board has resolved to forfeit all the said ______ shares in accordance with the Articles of Association of your company after forfeiture, necessary declaration of the forfeiture was duly mode and the members concerned have also been intimated separately.
The promoters of your company intend acquiring a portion of those forfeited shares. The acquisition by promoters will not be more than the extent permitted under Regulation 11 of the SEBI (Substantial Acquisition of Shares and Takeovers). Regulations, 1997. The said Regulations permit any acquirer together with persons acting in concert to acquire upto 5% of voting shares in every financial year. The promoters, namely Shri.______, Shri._____ and Shri.________ will acquire about ____ shares at a reissue price of Rs.5/- per share. This will make the total acquisition by them equal to 5% as prescribed in the said regulation.
As you may be aware, in view of the present financial position of the company, the shares of your company are infrequently traded and they are not quoted even at Rs.______/- per share. Despite this market position, the promoters are inclined to pay the said price.
However in view of Clause 23 of the Listing Agreement and also as there are more shares than that are proposed to be acquired by the promoters named above, it is hereby notified that it is open to any member of the company to intimate the Board of Directors on or before the date of this extra-ordinary general meeting their willingness to apply for acquiring those shares (which may include even the shares proposed to be acquired by promoters) at the same price. If there are application for more shares than that are available, the available shares will be issued on a proportionate basis without any preference or priority to any person.
If any member whose shares may be forfeited pays up the moneys remaining unpaid on his account on or before the date of this meeting, the shares available for re-issue will stand reduced accordingly.
Article No. ________ of the Articles of Association empowers the Board of Directors to dispose of on such terms and in such manner as the Board thinks fit.
The directors who intend acquiring the shares as aforesaid and their relatives Mr.___ and Mr.____ shall be deemed to be interested in the resolution.