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explanatory Statement

Deepanshu Aggarwal (NA) (115 Points)

24 April 2010  

Can Any One send me the

explanatory Statement of resolution passed for prefrential allotment u/s 81(1A) in case of unlisted public limited company

 5 Replies


Explanatory Statement:

The Company is in need of the Extra Fund for Its Business and Moreover Company also wants to fetch the New Market for the Same. So Company is proposing to allot the shares under the Section 81(1A).

None of the Directors/Board Members is interested in the Proposed Resolutin.


If you need further clarification than contact me


CS Ankur Shah (Practicing Company Secretary)

“Guru Gautam” Bungalow, Inside Parshwa Tower,

Nr. Shyamal Cross Road, 132ft. Ring Road,

Satellite, Ahmedabad – 15


Contact: + 91-9427633901

E-mail: ankur @ csankur.com, ankurjewel @ gmail.com

Blog: csankur.blogspot.com

Website: www.csankur.com

Deepanshu Aggarwal (NA) (115 Points)
Replied 26 April 2010


kindly sent me the explanatory statement as per unlisted public company (prefrential allotment) rules.


Kiran Toshniwal (Practicing Company Secretary)   (142 Points)
Replied 27 April 2010


Find the resolution along with explanatory statement:
"RESOLVED THAT the consent of the Company be and is hereby accorded to the Board of directors pursuant to provisions of section 81(1A) and other applicable provisions of the Companies Act, 1956 to issue further Equity Shares of the Company to the extent of Rs…………… to such person or persons other than and including existing shareholders of the Company."
“RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board of Directors of the company be and is hereby authorised to do all acts, deeds and things and to take all steps and give such directions as may be necessary and to settle all questions or difficulties that may arise in such manner as the Board in its absolute discretion may deem fit."
Explanatory Statement:
The Company would require funds to meet its growing working capital needs and capital expenditure requirements.
Your Company seeks consent by a special resolution pursuant to the provisions of Section 81(1A) of the Companies Act, 1956 for further issue of equity shares as described above.
Your Directors recommend passing of this resolution. None of the Directors of the company is in any way concerned or interested in this resolution except as shareholders of the company.

Payal Jain (CS) (152 Points)
Replied 27 April 2010



In terms of the provisions of section 81(1A) of the Companies Act, 1956 read with the Unlisted Public Companies (Preferential Allotment) Rules, 2003 applicable for making of a preferential offer a special resolution has to be passed.


The Company proposes to increase its capital base as long term financial sources for the Company by way of private placement of shares to the selective groups of the promoters, directors, their relatives and associates and any other person, whether they are the existing members of the Company or not.


In view of the requirement of section 81(1A) of the Companies Act, 1956 and the above said rules made hereunder, the Company has to seek approval of members at the general meeting by way of Special Resolution which will be valid for a period of 12 months from the date of passing thereof.


The Company submits the following information for taking appropriate Decision for approval of the proposed resolution as set out in the item No.1 of the notice of the meeting by way of Special Resolution:


a)      the price band at which allotment is proposed : Rs. 10 per share


b)      the relevant date on the basis of which price has been arrived at: Since the Company do not propose for issuance of share warrants, it does not apply.


c)      the object of the issue: To raise the funds for financing Project through preferential offer capital and long term financial needs of the Company from the directors, promoters, relatives, associates and from any other person(s) on private placement basis.


d)      the class or classes of persons to whom the allotment is proposed to be made: Promoters, directors, their relatives and any other person(s) which includes the existing shareholders on private placement basis as may be determined by the Board of Directors of the Company from time to time within the validity period of the resolution.


e)      Intention of promoters /directors/key management persons to Subscribe to the offer: yes, the promoters, directors and their relatives also intent to participate in the proposed preferential issue of shares.


f)        Shareholding pattern of promoters and other classes of shares before and after the offer:


The Company ‘s existing shareholding pattern is as under:




No. of Shares



Directors/Promoters and their relatives






Banks & Financial Institutions



Mutual Funds






Body Corporate



General Public







There will not be substantially change in the share holding pattern after the proposed issuance of shares.


g)      Proposed time within which the allotment shall be completed: within a Period of one year from the date of approval of the resolution.


h)      Whether a change in control is intended or expected in the affairs of the Company: The Directors do not envisage any change in the control of the Management by the proposed allotment of shares.


A certificate from the Statutory Auditors of the Company certifying that the issue of the shares is being made in terms of the Unlisted Public Companies (Preferential Allotment) Rules, 2003 and shareholding pattern of the promoters and other have been kept at the Registered Office for inspection.


In order to authorize the Board for taking further action, it is necessary to pass the said special resolution for preferential issue of shares as set out in the item No.1 of the Notice.


None of the directors of the Company is concerned or interested in the proposed resolution except, to the extent they subscribe for the issuance of shares under the preferential allotment in terms of the above said resolution.


                                                                                           By Order of the Board,

       For (name of co.)






Chetu (Articled assisstant) (28 Points)
Replied 14 February 2011

Dear All

if the company has alloted the shares on preferential allotment basis within 12 months of the special resolution, then should the company receive the entire consideration with regard to the allotment within the said period,,?

kindily help me in solving this query

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