The companies act states that preferential allotment shall also be treated as private placement and will have to comply with the r
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The companies act states that preferential allotment shall also be treated as private placement and will have to comply with the requirements of private placements like issue of letter of offer, valuation by registered valuer etc. In case of preferential allotment of shares or other convertible securities to the promoters, should the company issue letter of offer and comply with the other requirements like valuation. With regard to the special resolution to be passed, can the company pass a single resolution with an upper limit so that the resolution can be used for all allotments to be made during the next 12 months. I understand that the special resolution should be acted upon within 12 months. Can a price band be fixed with power to the board to determine the price. In case of price band, how would the post issue shareholding pattern be made. Only when the exact price of share is known, can the number of shares to be alloted be determined. Please advice.
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A private company having an authorised capital of Rs. 2 Crores wish to takeover the business of a partnership firm. In that firm b
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A private company having an authorised capital of Rs. 2 Crores wish to takeover the business of a partnership firm. In that firm both the partners hv contributed 75 lacs each as their capital contribution. i.e Rs.1.50 Cr.The company proposes to issue equity shares to both the partners at par i.e issue of 1500000 shares of Rs.10/- each. As the company is not getting hard cash at the time of allotment,this shares will be issued for consideration other than cash. My query is about what option is to be selected for point no 4 (iv) of the form PAS 3, consideration received is (a)- assets and property acquired or (b)- Goodwill or (d)-Conversion of loan or (e) any other and write against capital contributed in firm.Further how this allotment will take place. Are we require to follow the whole private placement procedure.
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Rule 14(2) (a) of Companies (Prospectus and Allotment of Securities) Rules, 2014 provides that A company shall not make a privat
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Rule 14(2) (a) of Companies (Prospectus and Allotment of Securities) Rules, 2014 provides that A company shall not make a private placement of its securities unless the proposed offer of securities or invitation to subscribe securities has been previously approved by the shareholders of the company, by a Special Resolution, for each of the Offers or Invitations:Provided that in the explanatory statement annexed to the notice for the general meeting the basis or justification for the price (including premium, if any) at which the offer or invitation is being made shall be disclosedProvided further that in case of offer or invitation for non-convertible debentures, it shall be sufficient if the company passes a previous special resolution only once in a year for all the offers or invitation for such debentures during the year.In the Companies Act 2013 YEAR has not been defined. Further section 2 (95) provides that words and expressions used and not defined in this Act but defined in the Securities Contracts (Regulation) Act, 1956 or the Securities and Exchange Board of India Act, 1992 or the Depositories Act, 1996 shall have the meanings respectively assigned to them in those Acts.The word YEAR has also not been defined in the Securities Contracts (Regulation) Act, 1956 or the Securities and Exchange Board of India Act, 1992 or the Depositories Act, 1996.Considering the above, views are sought if the approval of shareholders under the second proviso to Rule 14(2) (a) of Companies (Prospectus and Allotment of Securities) Rules, 2014 needs to be taken on Financial year (defined in Companies Act 2013) basis or the said approval of shareholders can be taken on AGM to AGM basis or on calendar year basis.:
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THis is in connection with issue and allotment of shares to a foreign parent co under new Act. FEMA requires shares to be issued a
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THis is in connection with issue and allotment of shares to a foreign parent co under new Act. FEMA requires shares to be issued at fair value certified by auditors. Also, Section 62 of the new Act requires that issue of shares should be at value determined by the registered valuer. In one case, the value of share is around Rs. 1.2 whereas the face value is Rs. 10. Section 53 of the Act prohibits issue of shares at discount. We are confused. If the issue is in accordance with Section 62, i e at Rs. 1.2, there will be a violation of section 53. Is there any conceptual misunderstanding By Hina Sadrani, Self Employed
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One company has pass special resolution u/s. 42 read with 62 with relevant rules under provisions of Co. Act, 2013 for offer, issu
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One company has pass special resolution u/s. 42 read with 62 with relevant rules under provisions of Co. Act, 2013 for offer, issue of and allotment of Shares of Rs. 5 Crores to 120 persons in one or more tranches and as per the provisions of act and rules the validity of resolution is 12 months from the date of passing of resolution. The Board of Directors have approved Letter of offer in Form PAS4 and send the same first to 42 persons out of 120 persons ? We want following clarifications : 01. What is validity of Private Placement offer Letter in Form PAS4. ? 30 days or 12 months. 02. The company send offer letter to first 42 persons and made allotment and then we want to send offer letter to another 45 person out of 120 person, should the company need to prepare and approved offer letter in Form PAS -4 again and again until the completion of allotment for the total shares for which special resolution passed ? 03. Whether company need to maintain record in Form PAS 5 again and again when the company send Offer to total 120 persons until completion of allotment of total shares under special resolution passed ?
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If a company hold an EOGM to approve the offer of shares u/s 42 & 62 and file MGT-14 within 30 days and then call board meeting ne
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If a company hold an EOGM to approve the offer of shares u/s 42 & 62 and file MGT-14 within 30 days and then call board meeting next month and issue offer letter, F-GNL-2 with PAS-4 is to be filed within 30 days of this board meeting but Form GNL-2 asks for the EOGM date only. How should we file PAS-4 issued in the board meeting held after EOGM? I we enter the details of MGT-14 and date of EOGM in point 5 of the form then point 8 automatically filled up with the same date. But in fact the two dates are different. The PAS 4 is issued in the Board meeting after one month of the EOGM and if we file the form with EOGM date it will be late obviously and otherwise also it is not correct. PAS4 is to be filed within 30 days of its issue date.Can anybody help if they hv filed this form? itis urgent.
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