Special Resolution For Issue of Shares on Preferential Basis
“RESOLVED THAT pursuant to Sections 42 & 62 and all
other applicable provisions, if any, of the Companies Act, 2013 and Rule 14 of
Companies (Prospectus and Allotment of Securities) Rules, 2014(including any
statutory modification thereto or reenactment thereof for the time being in
force) and in accordance with the Foreign Exchange Management Act, 1999
(including any amendment, modification, variation or re-enactment thereof, and
the provisions of any rules/regulations/guidelines issued/framed by the Central
Government, Reserve Bank of India, Foreign Investment Promotion Board thereto),
Articles of Association of the Company, the Listing Agreement entered into by
the Company with the Stock Exchanges where the securities of the Company are listed,
and subject to the approval, consent, permission and/or sanction, as may be
required from the Central Government, Reserve Bank of India, SEBI and any other
appropriate authority, Institution or Body and subject to such terms, conditions,
alterations, corrections, changes, variations and/or modifications, if any, as
may be prescribed by any one or more or all of them in granting such approval,
consent, permission and/or sanction, the Consent of the Company be and is
hereby given to the Board of Directors of the Company to create, offer, issue,
and allot up to ……………………. Equity Shares of Rs.__/- each at a premium of Rs. ___
/- considering the date thirty days prior to the date of this meeting as the
Relevant Date as per provisions of Regulation 71 of Chapter VII of SEBI (ICDR)
Regulations, 2009 for Preferential Issues on such further terms and conditions,
including payment of monies as may be approved or finalised by the Board of
Directors to the following entity being the entity other than Promoters Group
as detailed herein below:
Name of the proposed allottee PAN
Category
”RESOLVED FURTHER THAT for the purpose
of giving effect to the aforesaid special resolution under Sections 42& 62
of the Companies Act, 2013, the Board of Directors (which term shall include
any duly constituted and authorized committee thereof) 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 regard to offer, issue, allotment of the
said equity shares and also to seek the listing of such equity shares in one or
more stock exchanges in India.”
“RESOLVED ‘FURTHER THAT the Equity
Shares to be issued and allotted shall rank pari passu with the existing
Equity Shares of the Company in all respects.”
“RESOLVED FURTHER THAT the Board be and
is hereby authorized to accept any modification in the proposal as may be
required by the agencies involved in such issues but subject to such conditions
as the Stock Exchanges/SEBI/Central Government or such other appropriate
authority may impose at the time of their approval as agreed by the Board.”
Explanatory
Statement
The Board of Directors on …………….., subject to necessary approval(s), has
approved the proposal for raising funds up to Rs…………Crores by way of issue of
equity shares on preferential basis to mobilize funds for funding current/future
expansion plans/activities directly by the Company or thorough subsidiaries/joint
venture companies, potential acquisitions, working capital and general
corporate purposes.
The Information as required under Regulation 73 of the SEBI (ICDR) Regulations,
2009 for Preferential Issues is as under:
(a) Object of the issue: To mobilize funds for funding
current/future expansion plans/activities directly by the Company or through subsidiaries/joint
venture companies, potential acquisitions, working capital and general
corporate purposes.
(b) Intention of Promoters/Directors/Key Management Personnel to subscribe
to the offer: Promoters/Directors/Key Management Personnel of the company are
not intending to participate/subscribe to the present offer.
(c) Shareholding Pattern before and after the issue of shares
involved in the present resolution is as below:
……………………..
(d) The Company will complete the issue & allotment of Equity
Shares within a period of 15 days from the date of passing of the resolutions
by the shareholders or when the allotment on preferential basis requires any approval
by any regulatory authority like Stock Exchanges or Central Government or any
statutory body, the allotment of shares will be completed within 15 days from
the date of such approvals.
(e) Identity of proposed allottee(s), percentage of expanded
capital to be held by them:
There will not be any change in the management control of the Company on
account of this proposed preferential allotment except minor change in the
shareholding pattern as well as voting rights.
(f) Lock In Requirements: The shares to be allotted on
preferential basis shall be subject to lock-in as per applicable SEBI
regulations in this regard.
(g) Auditors’ Certificate: M/s…………………..& Associates,
Chartered Accountants, the Statutory Auditors of the Company have certified
that the preferential issue is being made in accordance with the requirements contained
in SEBI (ICDR) Regulations, 2009. A copy of the certificate is kept for
inspection at the Registered Office of the Company during the business hours.
(h) Relevant Date: Relevant Date for the purpose is ………………..
which is the date 30 days prior to the date of EGM (being the day preceding the
weekend/holiday) where this resolution is being considered for approval.
(i) Pricing & Undertaking to re-compute the price: Price is
determined in terms of Regulation 76 of SEBI (ICDR) Regulations. Further, the Company
undertakes to re-compute the price of the equity shares, if at all required, in
terms of the provisions of these regulations where it is required to do so.
(j) Undertaking to put under lock-in till the re-computed price
is paid: The Company undertakes that if the amount payable on account of the
recomputation of price if not paid within the time stipulated in these regulations,
the specified equity shares shall continue to be lock-in till the time such
amount is paid by the allottee(s).
Section 62 of the Companies Act, 2013 provides inter alia, that when it
is proposed to increase the issued capital of a Company by allotment of further
shares, etc., such further shares shall be offered to the existing shareholders
of the Company in the manner laid down in the Section unless the shareholders
in general meeting decide otherwise by passing a special resolution. Therefore,
consent of the shareholders by way of Special Resolution is being sought pursuant
to the provisions of Sections 42 & 62 and all other applicable provisions of
the Companies Act, 2013 and in terms of the provisions of the SEBI (ICDR) Regulations,
2009 and the listing agreements executed by the company with the Stock
Exchanges where the Company’s shares are listed.
The members are, therefore, requested to accord their approval
authorizing the Board to go for the proposed private placement and/or
preferential issue as set out in the resolution.
None of the Directors, any other Key Managerial Person(s) of the Company
and their relatives are, in any way, concerned or interested in the said
resolution.
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