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Allotment through circular resolution


Hetal (Cs)     09 January 2015

Hetal
Cs 
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Can we allot  equity shares through circular resoluiton under the Companies Act, 2013?

 

Thanks 

Hetal Shah

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CS Mitesh Mehta (Company Secretary)     15 January 2015

CS Mitesh Mehta
Company Secretary 
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Yes 

allotment of shares can be done vide circular resolution

Hetal (Cs)     15 January 2015

Hetal
Cs 
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Thanks for your reply.

Can ypu please tell me under which section of the Companies Act, 2013, allotment through circular resolution is permissible.

 

Regards

Hetal Shah

avater

CS Mitesh Mehta (Company Secretary)     15 January 2015

CS Mitesh Mehta
Company Secretary 
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Section 179 (3) of the companies act 2013 prescribe the certain powers which can be exercised by means of resolution passed at the meeting of board. powers other than that can be exercised by means of passing circular resolution which include allotment of shares

 

 

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Manish Soni (CA , CS)     27 June 2015

Manish Soni
CA CS 
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But Section 179(3)(c) of CA2013 excludes issue of shares from circular resolution. How can you issue shares by passing resolution by way of circulation?

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CS Mitesh Mehta (Company Secretary)     28 August 2015

CS Mitesh Mehta
Company Secretary 
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“Issue of securities” is “offer of securities” and not “allotment of securities.” 179(3)(c) prohibit issue  of securities and not allotment of securities

 

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P C Agrawal (Retired as VP (Corporate) & Co. Secretary of Aurangabad Electricals Ltd in 2019)     29 August 2015

P C Agrawal
Retired as VP (Corporate) & Co. Secretary of Aurangabad Electricals Ltd in 2019 
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Yes, allotment of shares by circular resolution is permissible.  However, resolution for issue of shares (i.e. when draft letter of offer/prospectus is approved and it is decided to offer the shares) has to be passed in a Board meeting only.

 

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Rohan Desai (Student)     03 May 2017

Rohan Desai
Student 
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Hi All, 

Thanks for the valuable information; I have just gone through with all the respective sections but I have not found anysection/ rules where it has mentioned that  allotment of shares can be done by way of circular resolutions.

Can anyone please let me know the respective section / rule in which it has convered. 

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FCS DHARMENDRA MISHRA (Legal & finance)     13 December 2017

FCS DHARMENDRA MISHRA
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Yes, you are correct

Law Aspire (CS)     25 January 2018

Law Aspire
CS 
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Originally posted by : Rohan Desai
Hi All, 

Thanks for the valuable information; I have just gone through with all the respective sections but I have not found anysection/ rules where it has mentioned that  allotment of shares can be done by way of circular resolutions.

Can anyone please let me know the respective section / rule in which it has convered. 

The section relating to Passing of Resolution by Circulation  speaks about the matters which  cannot be passed by way of circular resolution...
resolutions other than this can be passed through circulation


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