CA.Sangam Aggarwal
The allotment of shares in preferential basis involves the following:
PROVISIONS
Applicable Sections & Rules
a. Sec.62(1)(c);
b. Section 42;
c. Rule 14 of Companies (Prospectus & Allotment of Securities) Rules 2014
d. Rule 13 of Companies (Share Capital & Debentures) Rules 2014.
PROCEDURE
|
S. NO |
Sections/ Rules |
Provision |
Action to be taken |
|
1 |
62(1)(c) - Shares issued to the persons other than the existing shareholders |
Convening EGM and Passing SR |
· Preparation of draft EGM notice for passing special resolution for the issue · Pass Board resolution for convening EGM and approving draft notice of EGM · Hold EGM and pass special resolution · File Form MGT.14 with ROC with copy of special resolution |
|
2 |
62(1)(c) |
Valuation Report required |
Certificate for valuation of shares from CA with minimum 10 years experience |
|
3 |
42(1) - Issue of Preferential allotment offer letter |
Convene BM |
· Preparation and approval of draft letter of offer in Form PAS-4 and maintain record in Form PAS-5 · Authorisation for opening of separate bank a/c for getting application money · File PAS-4 with ROC in eform GNL-2 along with Valuation report and Extracts of BM within 30 days of circulation (i.e Date of BM) · File PAS-5 with ROC in eform GNL-2 along with Valuation report and Extracts of BM within 30 days of circulation (i.e Date of BM) |
|
4 |
Section 42(6), 42(9) & 179(3)(c) - |
Convene BM |
·Get share application money in a separate Bank Account · Board Resolution for Allotment of shares · File PAS-3 with ROC within 30 days of 15-10-14 (i.e date of BM) along with Extracts of BM, Valuation Report, List of Allottees, PAS-4 & PAS-5 · File MGT-14 with ROC within 30 days of 15-10-14 (i.e date of BM) along with Extracts of BM |
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