Can a Public limited company make calls on its preferential allotment made to a NR?
e.g. board resolution passed on 3.1.2013 for preferential allotment u/s 81(1A) to a NR for 1cr. (including preium)
shareholder special resolution on 31.1.2013.
after that board wants to conduct a board meeting for making calls on share issued in 2 calls (say 1st call for 25 lakh and 2nd call for 75 lakh).
Is it allowed for preferential allotment or is prohibited under any law?
1) I am assuming that the resolution u/s 81(1A) was passed prior to allotment - which is the correct procedure.
2) If your co. is an unlisted public co. then the S/R should be acted on within 12 months of passing of s/r.
3) If your co. is an unlisted public co. then the allotment should be made within 60 days from the date of receipt of consideration
4) 2&3 are not applicable to private company.
5) For unlisted pulic co./pvt. co. entire consideration need not be paid upfront and money may be called in tranches.
6) Under FDI norms allotment should be made within 180 days from the date of recepit of consideration.
7) Notwithstanding 5 above "partly paid up shares" can be issued to non-resident only after obtaining FIPB approval.
Gupta Sachdeva & Co. Chartered Accountants
New Delhi
CA Final
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