Preferential allotment

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Sangeeta (Querist)
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06 May 2013 Can a public co do preferential allotment to a pvt co in lieu of loan taken from the pvt co. N how wud it effect d accounts.

Ajay Mishra

Ajay Mishra (Expert)
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06 May 2013 Hi

Yes, you can do so,in accordence with the provisions of section 81 of the Companies Act, 1956 read with Unlisted Public Companies (Preferential Allotment) Rules, 2003 with amendment made in Dec, 2011.

Sangeeta

Sangeeta (Querist)
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03 July 2013 The Whole time Director of a Listed public ltd Company needs to be appointed. He will draw a remuneration of Rs.45000/- per month. My query is whether his appointment be made by passing an Ordinary Resolution or a Special resolution. His present term of appointment is due to expire on 31st July,2013, thus, he needs to be appointed at a Board Meeting prior to the date of expiry of his appointment, subject to the approval of the shareholders at the ensuing AGM. As far as my knowledge, the terms of his appointment are within the provisions of Section 198, 269,310 and Schedule XIII. Thus, he should be appointed by passing an ordinary resolution. But I am not sure whether this is correct or not. I am a bit confused with the provisions of Schedule XIII and thus seek the expert guidance of the eminent experts.

Please guide me whether his appointment be made by passing an ordinary resoltuion or a special resolution. And is the approval of the Remuneration Committee required or Not.

Thanks & regards.

Ajay Mishra

Ajay Mishra (Expert)
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03 July 2013 Hi

1. Appointment will be made in Board Meeting.
2. In general Meting Ordinary Resolution is required to be passed.
3. Form-25C is required to be filed.
4. No need to file form-32 and Form-23.
5. Remuneration Committee Meeting is required for WTD remuneration.

Please keep in mind that remuneration is given under Schedule XII and you hace sufficient efective capital otherwise special resolution will be required.

Sangeeta

Sangeeta (Querist)
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03 July 2013 The Effective Capital is Rs.23,90,23,000. But the Monthly remuneration is much below Rs.1,25,000, which is the limit if the Effective capital is less than rupees 5 crore or more but less than rupees 25 crore.And the remuneration offered is also within the ceiling limit of Rs. 24,00,000 per annum or Rs. 2,00,000 per month.

In my case, the remuneration limit will fall under Schedule XIII Part II Section II (A)right?

Will still Special Resolution needs to be passed?

Ajay Mishra

Ajay Mishra (Expert)
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03 July 2013 No need to pass SR only Ordinary will be sufficient.

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