Committee for allotment of shares

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

18 May 2011 Dear All,

An unlisted public company, with 4 directors, wants to issue shares on rights basis. Can the allotment be made by Committee of directors. If so, can 2 directors form a valid committee.

Pl treat the matter as most urgent.

Toshiba Sugandhi

Toshiba Sugandhi (Expert)
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18 May 2011 Allotment in Committee Meeting with quorum of 2 Director can be done subject to the constitution and power of committee.

For this read the board resolution through which committee is constituted. If board had delegated power of allotment and decided minimum quorum of 2 then you can...

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udit sharma

udit sharma (Expert)
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19 May 2011 In my opinion, in case of a Public Limited Company, the committee of Board must consist of atleast 3 Directors......

udit sharma

udit sharma (Expert)
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19 May 2011 In my opinion, in case of a Public Limited Company, the committee of Board must consist of atleast 3 Directors......

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Toshiba Sugandhi

Toshiba Sugandhi (Expert)
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19 May 2011 Provisions relating to Committee are available in Listing Agreement, which only applicable on Public Listed Company.

In case of Private Company and Unlisted Public Company, committee is controlled and managed by AOA and Board Resolution.

As the same in above case.

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udit sharma

udit sharma (Expert)
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20 May 2011 Expert!

The Board of Directors of a Public Limited Company, whether listed or not shall consist of atleast 3 Directors. As per section 292A of the Companies Act, 1956 an Audit Committee of a Public Limited Company must consist of atleast 3 Directors. The Act is silent on the constitution of any other Committee constituted by the Board but looking at the intention of regulators and draftors of the Act, it is evident that the Committee of the Board of Directors of a Public Limited Company should consist of atleast 3 Directors. The quorum of the committee meeting may be as decided by the Board of Directors of the Company.This is my opinion.

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Toshiba Sugandhi

Toshiba Sugandhi (Expert)
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20 May 2011 I mean the same.

Apart from Audit committee no other committee is regulated by Act and thus if any other committee is constituted by Board the same will be regulated through board resolution quorum powers etc.. all.

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Rishi Vyas

Rishi Vyas (Expert)
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30 January 2013 Apart from Audit Committee the Act also prescribes formation of Remuneration Committee with atleast three non-executive independent directors.

Schedule XIII