board resolution for issue of shares

Allotment of Shares Pursuant to a Contract

SPECIMEN 1

Dear Adithyan & Arpita,

You may also write the last para of the above resolution in the following way:

RESOLVED FURTHER THAT any director or Company Secretary of the Company be and is hereby authorized to file the return of allotment pursuant to section 75 of the Companies Act, 1956 with the Registrar of Companies concerned in the prescribed form.

Regards--Ankur Garg

can anybody sent me boadrd resolution for issue of shareand alloted first time by pvt. ltd. co.

Dear Pawan,

Generally resolution you are asking not required anywhere except "preperation of board minutes"

Find below the desired one. Regards

Dear Friends,

I would like to know that whether allotment of shares in full and final settlement of unsecured loan from Directors/shareholders is allotment otherwise than for cash?

Then whether Form 2 & 3 are required to be filed?

Originally posted by : Mitali Agarwal
	Dear Friends, I would like to know that whether allotment of shares in full and final settlement of unsecured loan from Directors/shareholders is allotment otherwise than for cash? Then whether Form 2 & 3 are required to be filed?

Hi,

As per my general understanding if the previous years BS is reflecting the same amount as Unsecured  Loan, then the same transaction should be considered as allotment otherwise than for cash.

In other case say in case the same amt is presented as share appln money than the same is allotment for cash.

Wait for other opinions.

Rgds

SAMPLE BOARD RESOLUTIONS:

For some more sample board resolutions kindly visit the link below:

1. /forum/download-corporate-law-professional-files-70021.asp            


2. /articles/ca-articleship-some-useful-corporate-board-resolutions-ii-5874.asp  

3. /articles/ca-articleship-some-useful-corporate-board-resolutions-i-3911.asp

Yes, and return of allotment is also required to be filed.

Share Capital

Division of Capital

3.     The Authorised Share Capital of the Company shall be as specified in Clause V of the Memorandum of Association of the Company.

3A.   The Minimum paid-up capital shall be Rs.5.00 lacs.

Redeemable preference shares

4.     Subject to the provisions of Section 80 of the Act and these Articles, the Company shall have power to issue preference shares carrying a right to redemption out of the profits or out of the proceeds of fresh issue of shares made for the purpose of such redemption and liable to be so redeemed at the option of the company.

Shares at discount

5.     With the previous authority of the Company in the General Meeting and the sanction of the Company Law Board and upon otherwise complying with Section 79 of the Act, it shall be lawful for the Board of Directors to issue, at discount shares of a class already issued.

Further issue of same class of shares

6.     The right conferred upon the holders of the shares of any class with preferred or other rights shall not, unless otherwise expressly provided by the terms issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

Shares at the disposal of the Directors

7.         Subject to the provisions of the Companies Act, 1956 and these articles, the shares shall be under the control of the Directors, who may allot or otherwise dispose of the same on such terms and conditions, and at such times as the Directors think fit. Provided that the option or right to call of shares shall not be given to any person or persons without the sanction of the company in General Meeting and where at any time it is proposed to increase the subscribed capital of the company by issue of new shares then, subject to the provision of Section 81 of the Act, the Board of Directors shall issue such shares in the manner provided therein.

Above is the Capital Clause of my newly incorporated (29.09.2011) Unlisted Public Company.

There are only 7 members.

We want to issue and allot Further Shares (At Premium) to the existing 7 members in the same proportion.

As per my understanding following is the procedure:

1. Convene Board Resolution

a. Approve issue of Shares at Premium

b. Approve Letter of Offer

2. Convene Board Meeting after 15 days

a. consider Application/NOC received from Members

b. Allot the Shares to the Members upto the limit they Applied for.

3. File Form 2 with ROC

Please guide me is it correct procedure?

Now my question is whether it is mandatory to get Approved such Issue of Shares at Premium in EGM ? 

Please Guide.

Kind Regards

Gaurav Mishra

What should be date of Board Resolution for purpose of Share Alottment? Is there any provision stating that Share Allotment shall be within 30 days of passing Resolution?