Draft Board Resolution for Allotment of Shares for Consideration Other Than Cash


Board-Resolution-for-Allotment-of-Shares-for-consideration-other-than-cash



As per the provisions of section 62(1)(c) of Companies Act, 2013 where at any time, a company having a share capital proposes to increase its subscribed capital by the issue of further shares, such shares may be offered to any persons, if it is authorised by a special resolution, whether or not those persons include the persons referred to in clause (a) or clause (b) of section 62(1), either for cash or for a consideration other than cash, if the price of such shares is determined by the valuation report of a registered valuer subject to such conditions as may be prescribed.

Draft Board Resolution for Allotment of Shares for consideration other than cash

RESOLVED THAT pursuant to the provisions of section 42 & 62 of the Companies Act, 2013 (as amended or re-enacted from time to time), Article ….. of Articles of Association read with rule no 14 of the Companies (Prospectus and Allotment of Securities ) Rules 2014 and rule no 13 of the Companies (Prospectus and Allotment of Securities ) Rules 2014, the consent of the Board be and is hereby given to allot ……….. [nos of shares] equity shares of face value Rs ……….in consideration for …………………(details of non-cash consideration)  to the persons mentioned below at Rs ……. Per share including a premium of Rs …….  (if any) per share. The copy of the contract of sale of goods/property/services against which the aforesaid share are allotted along with valuation report used for the purpose of arriving the issue price as laid before the meeting and initialed by the chairman for the purpose of identification is also taken note off

Name
Address
Occupation
No of shares

RESOLVED FURTHER THAT the equity shares issued and allotted as aforesaid shall rank pari-passu in all respects (including dividend) with the existing equity shares in the Company.

RESOLVED FURTHER THAT  pursuant to section 46 read with rule no 5 of the Companies (Share Capital and Debentures ) Rules 2014 , the aforesaid share certificates shall be issued under the signatures of Mr./Ms. ……………….. [Name of person], director, Mr. /Ms. ……………….. [Name of person], director and Mr. /Ms. ……………….. [Name of person], company secretary of the Company and seal of the company to be affixed in their presence and Mr. /Ms. ……………….. [Name of person], company secretary be and is hereby authorized to do all the acts, deeds and things which are necessary to give effect to the above said resolution

RESOLVED FURTHER THAT  pursuant to section 39  read with rule no 13 of the Companies (Prospectus and Allotment of Securities ) Rules 2014 Mr./Ms. ……………….. [Name of person], director/company secretary be and is hereby authorized to do all the acts, deeds and things which are necessary to give effect to the above said resolution and to authenticate it and file form no PAS-3 with the Registrar of Companies within the prescribed time and fees and to do relevant entries in the Register of Members
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