Preferential allotment of shares by private limited company

OFFER & ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS -SPECIAL RESOLUTION

“RESOLVED THAT pursuant to the provisions of section 42, 62(1)(c) and other applicable provisions, if any of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies(Share Capital and Debentures) Rules, 2014 (including any statutory modification thereto or re-enactment thereof for the time being in force)(the “Act”), the Articles of Association of the Company, the Consent of the Members of the Company be and is hereby given to authorise the Board of Directors(including any committee constituted thereof) of the Company to offer and issue up to _________ (______________) Equity Shares of Rs. ________/- (____) each for cash at par aggregating upto Rs. ________________ (Rupees _______________________) on preferential basis through private placement, in one or more tranches to_______________ on such terms and conditions as agreed between the Company and the said ________________.

FURTHER RESOLVED THAT for the purpose of giving effect to the aforesaid resolution, the Board of Directors of the Company be and is hereby authorized to take such steps and to do all such other acts, deeds, matters and things and accept any alteration(s) or amendment(s) or correction(s) or modification(s) as it may deem fit and appropriate and give such directions/ instructions as may be necessary to settle any question, difficulty or doubt that may arise in this regard.” 

Thank you so much sir.. Sir I need to know whether preferential allotment is possible if company makes losses for 3 consecutive years?

According to my knowledge no restriction on preferential issue for loss making company

Ya Even I feel the same. One CS member suggested that loss making companies cannot issue preferential allotment. Preferential allotment is only for the purpose of differential voting.  Is that correct sir?

So, I need not bother about loss making right.. I can issue shares thro' preferential offer to the Key Managers.. 

For Procedures to be followed during preferential allotment, is a private placement offer letter as per PAS 4 to be prepared. Also, is a record of the placement offer to be kept in PAS 5 register?

yes you have to prepare PAS -4 & PAS-5 

respected sir . i want to know wheather  a pvt. company can issue shares at premium and par at the same point of time to different shareholders .IF yes then what are the avilable option..pls reply soon

Dear Ravi,

It is not advisable to issue shares at premium and par at the same time as it involves issues pertaining to taxability of the premium. 

Regards

Cs Amit J

Can anyone tell me. Whic

Yes. Please follow the procedure as per provision contained in Section 62(1)(C) of Companies Act, 2013 and Rule 13 of Companies Rules, 2014.