hi,

till now wat i have seen is that its requiredd.... 81 1a is approved by teh members , allottes name shud be there in the explanatory statement.. if not in special reslotion it wud..

others views are welcome

but dear mam

it is not written anywhere neither in the section nor in the rules, so what to do now.. and what if we dont know to whom we want to allot the shares....

Dear Vipul,

Under Unlisted Companies (Preferential Allotment) Rules, 2003, following are required to be disclosed in the explanatory statement to the notice for the general meeting as required by section 173 of hte companies Act, 1956:-

(a) the price or price band at which the allotment is proposed;

(b) the relevant date on the basis of which price has been arrived at;

(c) the object/s of hte issue through preferential offer;

(d) the class or classes of persons to whom the allotment is proposed to be made;

(e) intention of promoters / diurectors / key management persons to susbcribe to the offer;

(f) shareholding pattern of  promoters and other classes of shares before and after the offer;

(g) proposed time within which the allotment shall be completed;

(h) whether a change in control is intended or expected.

\

Draft Explanatory Statement:

It would cover all the required disclosures:-

The Company is exploring various ways to expand its activities. It would require additional funds for the expansion of its activities. Therefore, the Company has increased its Authorised Share Capital and wish to issue equity shares of Rs. 10/- each at a premium of Rs. 50/- per shares to the promoters and promoters’ group and / or such other person(s) / body(ies) corporate, whether being a member(s) or not. The Company is in operation for about 25 years and has created enough reserves apart from that the Companies assets have considerable market value. As such, allotment of additional equity shares at a premium of Rs. 50/- is justified.

Currently 100% Share Capital is held by the promoters’ group and after such allotment if the proposed shares allotted to the promoters then the entire shareholding would remain same i.e. 100% in the hands of promoters and if the shares issued to non promoters, 65% shareholding would remain in the hands of promoters and if share issued in any combination thereof the shareholding of promoters would reduced and enhanced accordingly but It would not result change in control of the Company. The above allotment would complete within 6 month of this resolution.

The proposed resolution is recommended for approval by the shareholders, as Special Resolution.

None of the Directors of the Company is in any way, interested or concerned in the above mentioned resolution except as shareholders.