Query relating to sec 102 of ca 2013

Section 102 of Companies Act 2013 states; "Provided that where any item of special business to be transacted at a meeting of the company relates to or affects any other company, the extent of shareholding interest in that other company of every promoter, director, manager, if any, and of every other key managerial personnel of the first mentioned company shall, if the extent of such shareholding is not less than two per cent. of the paid-up share capital of that company, also be set out in the statement."

 

Suppose if one business in EGM is for allotment of shares. One of the proposed allottee is a company in which directors hold more than 2% of its share capital. Then, will disclosure required under section 102, as aforesaid? The shares are proposed to be allotted, so can it be said that it 'relates to or affects any other company'?

Replies (4)

This Proviso corresponds to Proviso to Sec.173(2) of the 1956 Act.  The extent of shateholding interest of directors etc.  has been reduced from 20% to 2%.

 

Allotment of shares to another company is also a contract between two companies wherein the offer of applicant company for investing in shares is accepted by the company by making allotment.  The contract relates to another company and hence required disclosure will have to be made.

Thanks for the reply.

But allotment of shares doesnt require shareholders approval. So why it is transacted at EGM ??

The shares are being allotted in accordance with section 81(1A) of CA 1956 and the Unlisted Public Companies (Preferential Allotment) Rules, 2003 as amended by Unlisted Public Companies (Preferential Allotment) Amendment Rules, 2011. Hence it requires special resolution at EGM.

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