MCA provided waiver of additional fees on list of forms

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Annual Return of LLP (Form 11) required to be file by July 31, 2021

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DIR-3 KYC form to be filed by September 30, 2021

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RBI to give booster shot to Covid-hit services, MSMEs

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The tax department has launch the much-awaited new portal 2.0

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MCA launches first phase of MCA21 V3.0 portal

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RBI announced to cut the key repo rate, at which it lends to banks, for a third straight time by 25 basis points to 5.75 percent.

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CERTIFIED TRUE COPY OF RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF [name of Company] HELD ON [day], [date], 2018 AT [time] [IST] AT [address]


Approval for Right Issue of Shares

RESOLVED THAT pursuant to the provisions of the Section 62 of the Companies Act, 2013 and other applicable rules, if any, [including any statutory modification or enactments or re-enactments thereof] the consent of Directors of the Company be and hereby accord for issue of _______ [___________] equity shares of the Company having face value INR ____/- [Indian Rupees ___ Only] amounting  to INR ________/- [Indian Rupees _____________________________ Only] to the existing shareholders on rights basis in their existing proportion of the equity shares held in the Company, as on the record date as may be fixed and declared by the Board.

RESOLVED FURTHER THAT in case of non-subscription from the existing shareholders of the Company, the Board of Directors of the Company shall have the power to dispose off such share in the manner as they deem fit and beneficial in the interest of the Company.

RESOLVED FURTHER THAT any director of the Company be and is hereby authorized to do all such acts, things and deeds as may be deemed necessary for giving effect to the above stated resolution.

//Certified True Copy//

For ________________

 

 

____________

Director

DIN: ________

Address: ____________

 

Date:

Place:

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CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE MEMBERS OF [] AT EXTRA ORDINARY GENRERAL MEETING HELD ON [day, date ] AT [time] AT THE REGISTERED OFFICE OF THE COMPANY AT [address]

Issue Of __________ Equity Shares On A Preferential Allotment / Private Placement Basis

RESOLVED THAT in accordance with the provisions of Sections 23, 42 and other applicable provisions, if any, of the Companies Act, 2013 [“Act”] read with applicable Rules including Companies [Share Capital and Debentures] Rules, 2014 [“Rules”] framed there under, as may be amended from time to time and the Articles of Association of the Company and the regulations/guidelines, if any, prescribed by any relevant authorities from time to time, to the extent applicable, the consent of the members of the Company be and is hereby accorded to further invite/offer, issue and allot up to ____ [_______-- Only] equity shares at the issue price of INR ___/- [Indian Rupees ________ only] each consisting face value of INR ____/- [Indian Rupees ____ Only] each and premium of INR _____/- [Indian Rupees _______ Only] each aggregating to INR ____________/- [Indian Rupees _________________Only], to the following investors on the Private Placement basis.

Name of the Investor

Number of Equity Shares to be subscribed

Consideration

 

 

 

 

 

 

Total

 

 

RESOLVED FURTHER THAT the Equity Shares to be issued and allotted pursuant to this resolution shall be subject to the provisions of the Memorandum and Articles of Association of the Company and shall rank paripassu with the existing equity shares of the Company in all respects.

RESOLVED FURTHER THAT any Director of the Company and/or any authorized representative of the Company be and is hereby severally authorized to sign the requisite e-forms and furnish the same to the Registrar of Companies [RoC], Mumbai, Maharashtra and also to do any such acts, things and deeds as may be deemed necessary to give effect to the aforesaid resolutions.

//Certified True Copy\\

For _______________________

 

____________

Director

DIN: ________

Address: ____________

EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013

The Board of Directors at their meeting held on ___________- has approve to invite/offer, issue and allot up to ____ [_______-- Only] equity shares at the issue price of INR ___/- [Indian Rupees ________ only] each consisting face value of INR ____/- [Indian Rupees ____ Only] each and premium of INR _____/- [Indian Rupees _______ Only] each aggregating to INR ____________/- [Indian Rupees _________________Only] to the investor as mentioned in the resolution.

Section 42 of the Act read with Rule 9 of the Companies [Share Capital and Debentures] Rules, 2014 [“Rules”] framed thereunder, inter alia, requires a company to obtain the prior approval of the shareholders, by way of a Special Resolution for issuance of equity shares through Private Placement offer.

 Accordingly, the approval of the Members is being sought, by way of a Special Resolution, to offer and issue equity shares of face value INR __/- [Indian Rupees __] each, in one or more tranche at the issue price of INR _______/- Indian Rupees _____________only] each .

A statement of disclosures and the terms of issue of the equity shares are as under:

Issue  size,  number  of  equity shares to be issued and nominal value of each share

 

 

Nature of shares

Equity shares.

 

Objectives of the issue

To meet the financial requirements of the Company.

 

Manner of issue of shares

Issue in one or more tranche.

 

Issue Price

Equity Shares will be issued at issue price of INR ______/- each

 

Basis of Issue Price

Equity Shares will be issued at issue price of INR ____/- each which is not less than the fair market value as per the valuation report obtained from the certified value.

 

Terms of issue and rate of dividend on each share

The new equity shares will be issued as per the investment agreement entered with the Investors

 

 

Transferability

The Equity Shares shall be transferable, subject to provisions of Articles of Association and applicable regulations, including Foreign Direct Investment and FEMA regulations/guidelines.

Rank

The equity shares to be allotted shall rank pari-passu in all respects with the then existing equity shares of the Company, and shall be subject to the Memorandum and Articles of Association of the Company.

 

 

Shareholding pattern of the Company as on Date of issue of Notice of Extra-Ordinary General

 

Name of the Shareholder[s]

 

No. of Equity Shares

% Holding of total Equity Capital

 

 

DIRECTORS & PROMOTERS

 

 

 

 

 

 

 

 

Grand Total

 

 

 

 

OTHERS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Grand Total

 

 

 

The issue of equity shares is in accordance with the provisions of the Articles of Association of the Company.

All the Directors, Key Managerial Personnel and their relatives are interested in the resolution to the extent of their shareholding and Managerial Interest in the Company, in the passing of the above resolution.

The Directors recommend the resolution of the accompanying notice, for the approval of the members of the Company as a special resolution.

//Certified True Copy\\

For _______________________

 

 

____________

Director

DIN: ________

Address: ____________

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CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE MEMBERS OF [] AT EXTRA ORDINARY GENRERAL MEETING HELD ON [day, date ] AT [time] AT THE REGISTERED OFFICE OF THE COMPANY AT [address]

Approval of ESOP Scheme 20__

"RESOLVED THAT pursuant to the provisions of section 62[1][b] and all other applicable provisions of the Companies Act, 2013 and the Rules made thereunder [including any statutory modification[s] or re-enactment[s] thereof for the time being in force], the Articles of Association of the Company, as amended from time to time and subject to such other approvals, permissions and sanctions as may be necessary and such conditions and modifications as may be imposed or prescribed while granting such approvals, permissions and sanctions, which may be accepted by the Board of Directors of the Company [hereinafter referred to as the "Board", approval and consent of the Members of the Company be and are hereby accorded to the Employee Stock Option Plan 20__ [hereinafter referred to as the "_________"/ "Plan"] and to authorize the Board to create, offer and grant from time to time the number Employee Stock Options ["ESOPs"] being not exceeding __% [Five percent] of the paid-up equity share capital of the Company as on the date of passing the resolution to the permanent employees and Directors of the Company [except independent Directors], whether whole time or otherwise, whether working in India or outside India, as may be decided by the Board under the Plan [hereinafter referred to as an "eligible employees"] including the employees of subsidiary Company, convertible into equivalent number of equity shares of  INR__/- [Rupees ___] each, on such terms and conditions, as may be determined by the Board under ESOP 20__.

RESOLVED FURTHER THAT the Board be and is hereby further authorised to issue and allot equity shares upon exercise of ESOPs from time to time in accordance with the Plan and such equity shares shall rank pari passu in all respects with the then existing equity shares of the Company.

RESOLVED FURTHER THAT the number of ESOPs that may be granted to any eligible employee, in any financial year and in aggregate under the Plan shall be less than 1% [One percent] of the issued equity share capital [excluding outstanding warrants and conversions] of the Company and the same shall be offered to employees of subsidiary Company [ies] whether in India or elsewhere.

RESOLVED FURTHER THAT the aforesaid ceiling ESOPs convertible into equivalent number of equity shares of ___/- [Rupees ___] each shall be appropriately adjusted, in case of any corporate action[s] such as rights issues, bonus issues, sub-division, split or consolidation of shares, any change in capital structure, merger and/or sale of division/undertaking or any other re-organisation /restructuring of the Company, without affecting any other rights or obligations of the option grantees.

RESOLVED FURTHER THAT Board be and is hereby empowered:

  1. to administer, implement and supervise the ESOP Scheme 20__ either directly by itself;
  2. to formulate, approve, evolve, modify, change, vary, alter, amend, suspend or terminate the PGL ESOP 2017 and determine and bring into effect such terms and conditions and procedures for grantor vesting of Share[s]/Option[s] under ESOP Scheme 20__ either directly by itself or through ECC;
  3. to grant, issue, re-issue, recall, surrender, cancel and withdraw stock options from time to time and to determine the terms and conditions therefore;
  4. to delegate all or any of the powers herein conferred by this resolution to any Committee of Directors, Director, Officer or Authorised Representative of the Company;
  5. to do all such acts, deeds, things and matters as may be considered necessary or expedient and settle any questions, difficulties or doubts that may arise in this regard without requiring the Board to secure any further consent or approval of the Members of the Company."

Approval of Allocation and Grant of Stock Options to Employees

RESOLVED THAT pursuant to the provisions of the Companies Act, 2013 and the Rules made thereunder as amended from time to time or any other law for the time being in force [including any statutory modification or amendment thereto or enactment thereof for the time being in force] and in accordance with the Articles of Association of the Company, and subject to such other approvals, permissions and sanctions as may be necessary from time to time, consent of the members of the Company be and is hereby accorded to grant the stock options under the ‘Employee Stock Option Plan 20__’ also called as ‘ESOP 20__’ and/or ‘_____ 20__ Plan’ [hereinafter referred to as “____ 20__”] to the present and future employees, from time to time on such terms and conditions as contained in the ______ 20__ and summarized in the Explanatory Statement annexed hereto.

RESOLVED FURTHER THAT any Director of the Company be and is hereby authorized to update, maintain and preserve ‘The Register of Employee Stock Options’ in the prescribed format pursuant to Section 62[1][b] of the Companies Act, 2013 and rule 12[10] of The Companies [Share Capital and Debentures] Rules, 2014.

RESOLVED FURTHER THAT any Director or Authorized Representative of the Company be and are hereby authorized to do all such acts, deeds, and things, as may be deemed necessary for giving effect to the above stated resolutions.”

 

//Certified True Copy\\

For _______________________

 

 

____________

Director

DIN: ________

Address: ____________

 

 

 

 

 

 

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CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE MEMBERS OF <> AT EXTRA ORDINARY GENRERAL MEETING HELD ON AT AT THE REGISTERED OFFICE OF THE COMPANY AT

 

Approval for issue of shares by way of Bonus Issue

RESOLVED THAT in pursuance of Section 63 of the Companies Act, 2013 read with The Companies (Share Capital and Debenture) Rules, 2014 and on the recommendation of the Board, the approval of the members be and is hereby accorded to the Company to capitalize a sum of Rs. ………………………./- out of Rs…………………………/- standing to the credit of Securities Premium Account and to apply this sum of Rs. …………………………/- for paying in full at par ………………………… equity shares of Rs. …………………/- each in the capital of the company to be allotted and distributed as fully paid bonus shares to the holders of equity shares of Rs. …………………………/- each in the Company, whose names appear in the Register of Members of the Company on the date of allotment, in the ratio of 1:1 i.e., 1 shares of Rs. ……………./- for every one equity share held and that such new equity Shares so issued shall upon allotment have the same rights of voting as the existing equity shares and be treated for all other purposes pari-passu with the existing equity shares of the Company and that the equity shares so allotted during the financial year shall be entitled to dividend, if any, proportionately in the year of the allotment of these shares.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorize to take all steps to implement the above resolutions, finalize and take all actions in connections with the bonus issue and allotment of shares to the members and others where applicable”.

//Certified True Copy\\

For _______________________

 

 

____________

Director

DIN: ________

Address: ____________

 

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CERTIFIED TRUE COPY OF RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF HELD ON , , 2018 AT (IST) AT

 

Approval for Bonus Issue of the Shares

“RESOLVED THAT in pursuance of Section 63 of the Companies Act, 2013 read with The Companies (Share Capital and Debenture) Rules, 2014 the approval of the Board be and is hereby accorded to the Company to issue ……………………………….. equity shares of Rs. ………../- each as bonus shares (hereinafter referred to as new shares) of an aggregate nominal value of Rs. ……………………………………/- (Rupees IN WORDS), as bonus shares to the shareholders out of the Securities Premium Account and in the interest of all concerned, such issue to be made on the following terms and conditions:-

The issue of shares will be made in the proportion of …………………. new shares for every one equity share held on today on the meeting date i.e., ………………………….

  • The Equity Shares so issued shall upon allotment have the same rights of voting as the existing equity shares and be treated for all other purposes pari-passu with the existing equity shares of the Company and that the equity shares so allotted during the financial year shall be entitled to dividend, if any, proportionately in the year of the allotment of these shares.
  • Share Certificates shall be issued to those to whom the new shares are allotted within the time prescribed in the Companies Act, 2013.
  • RESOLVED FURTHER THAT to give effect to above resolution an Extra-Ordinary General Meeting of the members is hereby called on [DATE] at 10.00 a.m. at the registered office of the company at a shorter notice. The consent of all the shareholders has been received. The Notice of the Extra-Ordinary General Meeting is hereby approved.

    RESOLVED FURTHER THAT the Board of Directors be and is hereby authorize to take all steps to implement the above resolutions, finalize and take all actions in connections with the bonus issue and allotment of shares to the members and others where applicable”.

    //Certified True Copy//

    For ________________

     

     

    ____________

    Director

    DIN: ________

    Address: ____________

     

    Date:

    Place:

     

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CERTIFIED TRUE COPY OF RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF HELD ON , , 2018 AT (IST) AT


Allotment of Bonus Shares

RESOLVED THAT in terms of authority given to the Board by the Articles of Association of the Company and pursuant to the issue of bonus shares to the members of the company, the consent of the board be and is hereby accorded to allot and distribute _______ equity shares each having a nominal value of Rs. …………………./-( Rupees IN WORD) at a price of Rs. …………/- (Rupees IN WORDS) per share at par as fully paid bonus shares to the holders of equity shares of Rs. ……../- each in the Company, whose names appear in the Register of Members of the Company on the date of allotment, in the ratio of 1:1 as per the details given below:

Name of Shareholder

No. of shares held

No. of shares allotted as bonus

     

 

RESOLVED FURTHER THAT, a letter of allotment in relation to the above equity shares issued and allotted as aforesaid be issued to the allottees by the Company.

RESOLVED FURTHER THAT the Directors of the Company be and are hereby severally authorized to do all such acts, deeds and things as may be required to be done to give effect to the above resolution, including issuance of duly stamped share certificates in relation to the above equity shares issued and allotted as aforesaid to name of shareholder in accordance with the provisions of the Companies Act, 2013 and rules made there under and the Articles of Association of the Company and do all other acts consequent to the issuance and allotment, and give such directions as may be required, necessary, expedient or desirable for giving effect to the aforesaid resolutions.”

RESOLVED FURTHER THAT the share certificates be issued under the Common Seal of the Company in the prescribed format as per Companies Act 2013”.

//Certified True Copy//

For ________________

 

____________

Director

DIN: ________

Address: ____________

 

Date:

Place:

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Form PAS-5

Records of the Private Placement offer to be Kept by the Company

Name of the Company

 

Registered office address of the Company

 

Corporate Identity Number (CIN)

 

 

Details of Private Placement offer

Date of approval from the Board of Directors

 

Date of Approval from the Shareholders

 

Amount of the offer (in Rs.)

 

Date of Circulation of Private Placement offer Letter

 

Details of the Person to whom the Private Placement Offer Letter has been circulated

Name

Father’s Name

Address

Phone Number

Email I’d

Initial of the Authorized Person

 

 

 

 

 

 

 

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Format for NOC letter

  • By : abiza team
  • March 02,2022
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Date: ______________

To,

Registrar of Companies

<>

Dear Sir,

Subject: Allowing _______________ to declare property as Registered Office of the Company.

We, ___________________, being owner of the below mentioned premises hereby declare that we have willingly provided the property to ______________________ to conduct its business affairs from the mentioned  premises and declare the same as Registered Office of the Company.

Address:

<>

Kindly take the note of the same.

 

For __________________

 

 

__________________

 

 

DIN:

 

Place:

 

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CERTIFIED TRUE OF THE RESOLUTION PASSED AT THE [NO OF MEETING] MEETING OF THE BOARD OF DIRECTORS OF [NAME OF THE COMPANY] HELD AT THE REGISTERED OFFICE OF THE COMPANY AT [ADDRESS] ON [DAY] [DATE] [TIME].

Change in Registered Office of the Company

“RESOLVED THAT pursuant to provisions of the section 12 of the Companies Act, 2013 and any other provision if applicable and rules made thereunder (including any statutory modifications, enactments or re-enactment thereof), the registered office of the Company be and is hereby shifted from its present location.

From:   <>

To:       <>

RESOLVED FURTHER THAT any director of the Company be and are hereby authorised to do all such acts, deeds and things as may be deemed necessary to give effect to the above resolution.”

//Certified True Copy//

For ________________

 

____________

Director

DIN: ________

Address: ____________

 

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To,

The Board of Directors,

Dear Sirs,

Sub: Resignation from the Post of Company Secretary

Please accept this letter of resignation from the position of Company Secretary at ____________ (“the Company”), effective from _________________.

During my time at the Company, I have been fortunate for the opportunity to grow and learn more about the Industry and development the Company has provided me during my tenure. Your guidance and support have prepared me well for the future. This has been a very difficult decision to make as I have been very happy through my employment with the Company. Thank you for your guidance and support.

I hope that we will have opportunities to collaborate in the future.

Please let me know how I can be of help during the transition period. I wish the Company very best going forward.

Kindly acknowledge the receipt.

Yours Faithfully,

 

________________

Company Secretary

Membership No.____________

 

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Format for Eligibility certificate

  • By : abiza team
  • March 01,2022
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//On the letter head of the Auditors’ firm //

 

To,

The Board of Directors

Sub: Certificate by Auditor under Rule 3 of the Companies (Audit and Auditors) Rules, 2014

Dear Sir/Madam,

With respect to the captioned subject, I, ___________, proprietor of _____________, Charted Accountants, hereby declare that:

The firm is eligible for appointment as Statutory auditors of your Company to the best of its knowledge and belief, is not disqualified for appointment under the Companies Act, 2013, including under section 141 of Companies Act, 2013 and rules made thereunder; the Chartered Accountants Act, 1949 and the rules or regulations made thereunder;

  1. The proposed appointment is as per the term provided under the Act;
  2. The proposed appointment is within the limits laid down by or under the authority of the Act;
  3. There are no proceedings against the audit firm or any partner of the audit firm pending with respect to professional matters of conduct; before the Institute of Chartered Accountants of India (“ICAI”) or any competent authorities or any court.

Thanking you

For _________________

Chartered Accountants

Firm’s Registration No: _________________

 

____________________

Proprietor

Membership No. ________________

 

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//on the letterhead of the Company//

       


CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE FIRST BOARD MEETING OF THE BOARD OF DIRECTORS OF <> HELD ON <>DAY, <> AT <> (IST) AT THE REGISTERED OFFICE OF THE COMPANY AT <>


Appointment of M/s. __________, Chartered Accountants (Firm Registration No. __________) as statutory auditors

 

“RESOLVED THAT pursuant to Section 139 and other applicable provisions, if any, of the Companies Act, 2013 as amended from time to time or any other law for the time being in force (including any statutory modification or amendment thereto or enactment thereof for the time being in force) M/s. _________, Chartered Accountants (Firm Registration No. ___________), be and is hereby appointed as the first Statutory Auditors of the Company to hold office until the conclusion of first Annual General Meeting on a remuneration plus out of pocket expenses as may be decided by the Chairman in consultation with the Auditors.

 

RESOLVED FURTHER THAT any director of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may be necessary, proper, expedient or incidental for giving effect to this resolution and to file necessary e-forms with the Registrar of Companies.”

 

//Certified True Copy//

For ________________

 

 

 

_______________

Director

DIN: ______

Add:-. __________

 

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FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT (“ACCEPTANCE FORM”)

BUYBACK OPENING DATE:

 

BUYBACK CLOSING DATE:

 

 

Status: Please tick (Ö) appropriate box

Individual

 

 

Foreign Institutional

 

 

Insurance Company

 

 

Foreign Company

 

 

Non Resident Indian / OCB

 

 

FVCI

 

 

Body Corporate

 

 

Bank / Financial Institution

 

 

Pension / Provident Fund

 

 

Venture Capital Fund

 

 

Proprietorship Firm / LLP

 

 

Others (specify)

 

 

 

Status: Please tick (Ö) appropriate box

Individual

 

 

Foreign Institutional

 

 

Insurance Company

 

 

Foreign Company

 

 

Non Resident Indian / OCB

 

 

FVCI

 

 

Body Corporate

 

 

Bank / Financial Institution

 

 

Pension / Provident Fund

 

 

Venture Capital Fund

 

 

Proprietorship Firm / LLP

 

 

Others (specify)

 

 

 

Name: _________

Contact No.: ____________

Email ID: ________________

Date of Acceptance: Please insert date (Date should be date of sending acceptance form)

To

Board of Directors

<> Private Limited

<address>

 

Dear Sir,

Sub: Letter of Offer dated ___, 2018 in relation to the buyback of up to _____ (_____________) Equity Shares of ________________________ PRIVATE LIMITED (“Company”) at a price of INR _____/- (Indian Rupees __________ Only) per Equity Share (“Offer Price”) payable in cash (“Buyback”)

I (having read and understood the Letter of Offer dated ______, 2018 hereby offer my Equity Shares in response to the Buyback on the terms and conditions set out below and in the Letter of Offer.

*Strike off which is not applicable.

Applicable only if offer accepted

  1. I having read and understood the Letter of Offer dated _____, 2018 hereby tender my Equity Shares in response to the Buyback in accordance with the terms and conditions set out below and in the Letter of Offer.
  2. I hereby affirm that the Equity Shares comprised in this tender are offered for the buy back by me / us free from all liens, equitable interests, charges and encumbrances.
  3. I declare that there are no restraints / injunctions or other order(s) of any nature which limits / restricts in any manner my / our right to tender / offer Equity Shares for the Buyback and that I / we am / are legally entitled to tender / offer for the Buyback.
  4. I agree that the Company is not obliged to accept any Equity Shares tendered / offered for Buyback where loss of Equity Share certificates has been notified to the Company.
  5. I agree that the Company will pay the Buyback Offer Price only after due verification of the validity of the documents.
  6. I undertake to return to the Company any consideration in respect of the Buyback that may be wrongfully received by me / us.
  7. I undertake to execute any further documents and give any further assurances that may be required or expedient to give effect to my / our tender / offer and agree to abide by any decision that may be taken by the Company to effect the Buyback in accordance with the Companies Act and the Buyback Regulations.
  8. I authorize the Company to split the Equity Share certificate(s) and issue a new consolidated Equity Share certificate(s) for the unaccepted Equity Shares in case the Equity Shares accepted by the Company are less than the Equity Shares tendered in the Buyback.
  9. Details of Equity Shares held and tendered / offered for Buy-back:

Particulars

In Figures

In Words

Number of Equity Shares held as on Record Date (______, 2018)

 

 

Number of Equity Shares Entitled for Buy-back (Buy-back Entitlement)

 

 

Number of Equity Shares offered for Buy-back

(Including Additional Shares, if any)

 

 

Number of Share accepted**

 

 

 

Number of Share rejected**

 

 

 

 

**to be filled by the Company

Note:

Eligible Shareholders also have the option of tendering Additional Equity Shares (over and above their Buyback Entitlement) and participate in the shortfall created due to non-participation of some other Eligible Shareholders, if any.

 

11.  Details of Equity Share Certificate(s) enclosed: Total No. of Equity Share Certificates Submitted:

S. No.

Folio No.

Share Certificate No.

Distinctive Nos.

(both inclusive)

No. of Equity Shares

From

To

  1.  

 

 

 

 

 

  1.  

 

 

 

 

 

  1.  

 

 

 

 

 

  1.  

 

 

 

 

 

  1.  

 

 

 

 

 

 

12. Eligible Shareholders Details

Full Name(s) of the Eligible Shareholder

 

Date of Acceptance/Rejection:

 

 

Income-Tax PAN/ Passport No. / CIN/ LLPIN/ Registration No.

 

Address of Eligible Shareholder

 

Contact No.

 

Email ID

 

13. Details of Bank Account of the Equity Shareholder.

Name of the Bank

 

Branch & Address of the Branch

 

City & Pincode

 

Account No.

 

Type of Account

 

MICR No. (9 digits code no. appearing on the MICR band of the cheque supplied by your Bank)

 

IFSC Code (for RTGS/NEFT)

 

SWIFT code

 

 

To be signed by Mr.____

 

 

___________________________

Signature

 

 

 

 

 

 

 

 

 

 

 

 

 

Instructions:

This Offer will open on July 20, 2018 and close on August 8, 2018.

This Acceptance Form has to be read along with the Letter of Offer and is subject to the terms and conditions mentioned in the Letter of Offer and this Acceptance Form;

 

1. Eligible Shareholders who wish to tender their Equity Shares in response to this Buyback Offer should submit the following documents addressed to Mr. Sunder Ram Nookala, Director of the Company at the registered office 401, 4th Floor, Wing B, Pinak Galaxy Kapurbawadi Junction, Majiwada, Thane (West) Thane – 400607;

2. Non-submission of the below mentioned documents shall result in the rejection of the tendered Equity Shares:

  1. The Acceptance Form duly signed (by all Equity Shareholders in case shares are in joint names) in the same order in which they hold the shares;
  2. Original share certificates;
  3. Valid share transfer form(s) (SH-4) duly filled and signed by the transferors (i.e. by all registered Shareholders in same order and as per the specimen signatures registered with the Company) and duly witnessed at the appropriate place authorizing the transfer in favor of the Company;
  4. Self-attested copy of the Shareholder’s Identity Proof;
  5. Any other relevant documents such as (but not limited to):
  • Duly attested Power of Attorney if any person other than the Equity Shareholder has signed the  relevant Acceptance Form;
  • Notarized copy of death certificate and succession certificate or probated/ will, as applicable, if the original Shareholder has deceased;
  • Necessary corporate authorizations, such as board resolutions etc., in case of companies;

In addition to the above, if the address of the Shareholder has undergone a change from the address registered in the Register of Members of the Company, the Shareholder would be required to submit a self-attested copy of address proof consisting of any one of the following documents: valid Aadhaar Card, Voter Identity Card, Passport, Utility Bill etc.

 

3. Eligible Shareholders to whom the Buyback Offer is made are free to tender Equity Shares to the extent of their entitlement in whole or in part or in excess of their entitlement, but not exceeding the number of Equity Shares held by them as on Record Date;

4. All documents / remittances sent by or to Eligible Shareholders will be at their own risk and the Eligible Shareholders are advised to adequately safeguard their interests in this regard;

5. Eligible Shareholders to whom the Offer is made are free to tender shares to the extent of their entitlement in whole or in part or in excess of their entitlement;

6. All documents as mentioned above shall be enclosed with the valid Acceptance Form otherwise the shares will be liable for rejection.

7. By agreeing to participate in the Buyback the NR and NRI shareholders give the Company, the authority to make, sign, execute, deliver, acknowledge and perform all applications to file regulatory reporting, if required, including FC-TRS form, if necessary and undertake to provide assistance to the Company for such regulatory reporting, if required by the Company.

 

 

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LETTER OF OFFER FOR BUY-BACK OF EQUITY SHARES OFKWENCH GLOBAL TECHNOLOGIES PRIVATE LIMITED

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Letter of Offer dated ____, 2018 (the “Letter of Offer”) is being sent to you as a registered equity shareholders of ___________________ Limited (the “Company”), as on the Record Date _______-, 2018 in accordance with the Companies (Share Capital and Debentures) Rules, 2014.


Contact Person: ______________ (designation)

 

Offer Opening Date:______, 2018

Offer Closing Date:______, 2018

 

CASH OFFER FOR BUY-BACK OF UP TO ______ (________________) FULLY PAID EQUITY SHARES AT A PRICE OF INR ______/- (INDIAN RUPEES ____________ ONLY) PER EQUITY SHARE REPRESENTING __% OF THE TOTAL NUMBER OF EQUITY SHARES IN THE PAID-UP EQUITY SHARE CAPITAL OF ___________ PRIVATE LIMITED.

The Form of Acceptance-cum-Acknowledgement (“Acceptance Form”) is enclosed together with this Letter of Offer. The Eligible Shareholders are requested to send the Acceptance Form, marking the envelope as “Kwench Global Technologies Private Limited Buy-back Offer”, to the concerned person, address as per the instructions incorporated in the Acceptance Form.

LAST TIME/DATE OF RECEIPT OF COMPLETED OFFER FORMS: _____ (IST) ON _______________.

 

1.THE OFFER AND BUY-BACK PRICE

1.1 ______________ Private Limited hereby announces its offer to buy-back up to ____ (___) fully paid-up equity shares of face value of INR 10/- (Indian Rupees _____ Only) each (hereinafter referred to as the “Equity Shares”), at a price of INR _____/- (Indian Rupees ________ Only) per Equity Share (the “Offer Price”) for an aggregate maximum amount of INR __________ /- (Indian Rupees _________________ Only), which is less than 25% of the total paid-up equity share capital and free reserves of the Company as per latest un-audited accounts of the Company as at March 31, 2018, through buyback offer to its existing shareholders on a proportionate basis (the “Buy-back Offer”). The Equity Shares proposed to be bought back constitute ___% (____ per cent) of the total number of equity shares in the paid-up equity share capital of the Company.

1.2 The funds for the implementation of the proposed Buyback will be sourced out of the free reserves of the Company (including securities premium account).

2.AUTHORITY FOR THE BUY-BACK

The Buy-back Offer is pursuant to Rule 17 of the Companies (Share Capital and Debentures) Rules, 2014 (including any statutory modification and re-enactment thereof, for the time being in force) (the “Share Capital Rules”) as well as in accordance with the provisions of Section 68 of the Companies Act, 2013 (the “Act”) and the provisions contained in Article ___ of the Articles of Association of the Company, and subject to such other approvals, permissions and sanctions as may be necessary to be obtained from statutory authorities, if any.

 

3.NECESSITY OF THE BUY-BACK

The Buy-back is being undertaken by the Company to rationalize the Company’s capital structure. The Buy-back will help the Company to distribute surplus funds to its Shareholders holding Equity Shares broadly in proportion to their shareholding, thereby, enhancing the overall return to the shareholders.

4.PROCESS AND METHODOLOGY TO BE ADOPTED FOR THE BUY-BACK

4.1 This Letter of Offer is being sent to the Equity Shareholder(s)/ Beneficial Owner(s) of Equity Shares of the Company as on the Record Date, i.e. _______, 2018 to (the “Eligible Shareholders”). During the Buy-back Offer, the Eligible Shareholders who intend to tender their Equity Shares in the Buy-back would be required to send a duly filled-in the Acceptance Form along with the relevant enclosures, to Mr. ___________, (Concerned person) at

 

Acceptance Forms which are incomplete, or without the requisite enclosures as mentioned in the Acceptance Form, or otherwise not duly filled, will NOT be accepted.

4.2 The Company shall complete the verifications of the Offer Forms received within the time period prescribed under the Companies (Share Capital and Debentures) Rules, 2014 and the Equity Shares lodged shall be deemed to be accepted unless a communication of rejection is made within 21 (twenty one) days from the closure of the Buy-back Offer.

4.3 The payment of consideration to eligible equity shareholders shall be made through issue of Cheque /electronically through Direct Credit/ NEFT/ RTGS/ NECS (subject to availability of all information for crediting the funds). If the required information is not available with the Company, then payment will be made through demand drafts/ pay order, or similar instruments.

4.4 The Company may accept any number of equity Shares tendered in excess of the buyback entitlement by the eligible shareholder without obtaining any further approval from the members subject to compliance of the provisions of Buy Back. In case of non-receipt of your acceptance for the buy-back offer on or before the close of the business hours on 05.00 p.m. (IST) on August 08, 2018 (“offer closure date”), then the Company shall be of the view that you are not interested in availing the buy-back offer and hence the Board of Directors shall have the power to dispose-off such shares in such a manner as they shall deem fit in the best interest of the Company.

4.5 The Buy-back is subject to approvals, if any, required under the provisions of the  Act,  the Share Capital Rules, applicable rules and regulations as specified by the Reserve Bank of India (the “RBI”) under the Foreign Exchange Management Act, 1999 and/or such other applicable rules and regulations in force for the time being. Buy-back from Non Resident Shareholders will be subject to approvals, if any, of the appropriate authorities, including RBI, as applicable.

4.6 Non-Resident Indians (“NRI”) and erstwhile Overseas Corporate Bodies (“OCB”) must obtain all approvals required to tender the Equity Shares held by them in this Buy-back (including without limitation the approval from the RBI). The Company will have the right to make payment to the eligible shareholders in respect of whom no prior RBI approval is required and not accept equity shares from the eligible shareholders in respect of whom prior RBI approval is required in the event copies of such approvals are not submitted.

4.7 As of date, there is no other statutory or regulatory approval required to implement the Buy-back other than that indicated above. If any statutory or regulatory approval becomes applicable subsequently, the Buy-back will be subject to such statutory or regulatory approvals.

5. No Defaults

 

The Company confirms that there are no defaults (either in the past or subsisting) in repayment of deposits, interest payment thereon, redemption of debentures or preference shares, payment of dividend to any member, or repayment of term loans or interest payable thereon to any financial institution or any bank/banking company.

6. The Company confirms that there are no defaults (either in the past or subsisting) in repayment of deposits, interest payment thereon, redemption of debentures or preference shares, payment of dividend to any member, or repayment of term loans or interest payable thereon to any financial institution or any bank/banking company.

The Buy-Back has been duly authorized by a resolution passed by the members of the Company at its Extraordinary General Meeting held on ___________.

The text of the relevant resolution passed is given below:

RESOLVED THAT pursuant to the provisions of Section 68 and other applicable provisions, if any, of the Companies Act, 2013 (herein after referred to as the ‘Act’ including any statutory modification or re-enactment thereof, for time being in force) and Rule 17 of The Companies (Share Capital and Debentures) Rules, 2014 (including any statutory modification and re-enactment thereof, for the time being in force) and in accordance with Article __ of the Articles of Association of the Company, the consent of the members of the Company (hereinafter referred to as the “members”) be and is hereby accorded to approve the proposal to buy back ____ (______) number of fully paid up equity shares (representing __% of the total number of equity shares in the paid-up equity share capital of the Company) having face value of INR 10/- (Indian Rupees Ten Only) each,  at a price of INR ______/- (Indian Rupees ________Only) per equity share (“Buy Back Offer Price”) out of free reserves and/or securities premium account, from the existing shareholders on a proportionate basis (hereinafter referred to as “Buyback”), subject to the condition that the aggregate amount to be expended by the Company for the said Buyback shall not exceed INR _______ /- (Indian Rupees _________ Only) (“Buyback Offer Size”)  which is less than 25% of the total paid-up equity share capital and free reserves of the Company as per latest un-audited accounts of the Company as at March 31, 2018.

 

RESOLVED FURTHER THAT the board of directors shall have the option of accepting additional equity shares tendered by the eligible equity shareholders (over and above their Buyback Entitlement) in case of shortfall created due to non-participation of some other eligible shareholders, if any.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do or cause to be done all such acts, deeds, matters and things and execute and sign all such documents and papers and provide all such information and confirmations, as may be necessary for the implementation of the Buyback, including but not limited to:

  1. preparation, finalization, alteration, modification, issuance, re-issuance and filing with the appropriate authorities, of the resolutions, confirmations, intimations and declaration as may be required in relation to the Buyback;
  2. making of all necessary applications, providing all necessary information and documents to, and representing the Company before the Registrar of Companies and/or other relevant regulatory authorities and/or third parties, in relation to the Buyback;
  3. opening, operation and closure of all necessary accounts including bank accounts as per the provisions of Act and rules made thereunder;
  4. taking all actions for obtaining all necessary certificates and reports from statutory auditors and other third parties as per the provisions of Act and rules made thereunder;
  5. taking all actions for extinguishment and physical destruction of the share certificates in respect of the equity shares bought back by the Company;

RESOLVED FURTHER THAT the declaration of solvency along with annexures thereof in the prescribed form, placed before the members, as required pursuant to Section 68(6) of the Act and The Companies (Share Capital and Debentures) Rules, 2014, be and is hereby approved for filing with the Registrar of Companies within the prescribed timelines and after having been verified and be signed on behalf of the Board, by any 2 (two) directors of the Company.

RESOLVED FURTHER THAT the letter of offer along with annexures in the prescribed form, placed before the members, as required pursuant to The Companies (Share Capital and Debentures) Rules, 2014 be and is hereby approved for filing with the Registrar of Companies within the prescribed timelines and after having been verified and be signed on behalf of the Board, by any 2 (two) directors of the Company.

RESOLVED FURTHER THAT Buy-back from the equity shareholders who are person resident outside India including the Foreign Institutional Investors, Overseas Corporate Bodies, shall be subject to approvals as required including approvals from Reserve Bank of India under Foreign Exchange Management Act, 1999 and the Rules and Regulations framed thereunder.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to digitally sign all the necessary forms required to be filed with the Registrar of Companies, Mumbai, Maharashtra.”

For further details regarding the Buy-back Offer, please refer to Form SH-8 annexed below. A copy of Form SH-8 has also been duly filed by the Company with the Registrar of Companies, Mumbai, Maharashtra in accordance with the relevant provisions of the Act and the Share Capital Rules. The documents referred to in Form SH-8 are available for inspection at the registered office of the Company on all working days between 11.00 a.m. (IST) and 1.00 p.m. (IST).

 

Encl: a/a

For _______________________

 

 

 

 

____________

Director

DIN: ________

Address: ____________

 

 

 

_________________

Director

DIN: ________

Address: ____________

 

 

Place:

 

 

 

 

 

 

 

 

 

 

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CERTIFIED TRUE COPY OF RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF <name of Company> HELD ON <day>, <date>, 2018 AT <time> (IST) AT <address>

APPOINTMENT OF ___________ (DIN: _______) AS KEY MANAGERIAL PERSONNEL OF THE COMPANY

“RESOLVED THAT pursuant to provision of section 196 & 203 of the Companies Act 2013 (as amended or re-enacted from time to time)  (hereinafter referred to as Act)  the consent of the  Board be and is hereby accorded to appoint Mr/Ms.---------, being as CFO/CEO/CS/MD/ WTD as Whole time Key Managerial Personnel (KMP) of the Company with effect from___________ for a period of ……. on the terms and conditions contained in the letter of appointment, a copy of which is laid and has been initialed by the Chairman for the purpose of identification be and is hereby approved by the Board.

RESOLVED FURTHER THAT pursuant to provision of section 170 of the Act (as amended or re-enacted from time to time) read with rule no 17 & 18 of the Companies (Appointment and Qualification of Directors) Rules 2014, the appointee is directed to furnish the information to be entered in the Register of directors and key managerial personnel and Mr./Ms. ……………….. [Name of person], director/company secretary of the Company be and is hereby authorized to do the necessary entries in the register and authenticate them.

RESOLVED FURTHER THAT any director and/or authorized representative of the Company be and is hereby authorized to do all acts, deeds, matters and things as may be deemed necessary and to sign and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid resolution along with filing of necessary e-form(s) with the Registrar of Companies.”

//Certified True Copy//

For ________________

 

 

 

 

____________

Director

DIN: ________

Address: ____________

 

Date:

Place:

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CERTIFIED TRUE COPY OF RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF HELD ON , , 2018 AT (IST) AT

 

Taking note of resignation of Mr. ________ from the directorship

 

The Chairman placed before the Board resignation letter dated _____________ received from Mr. _______ (DIN: ___________) for their perusal. He further informed that due to pre-occupation, Mr. __________ won’t be able to devote his time to the affairs of the Company and had decided to resign with effect from ___________.

The Board after some initial discussion passed the following resolution:

RESOLVED THAT the resignation of Mr. _________ (DIN: __________) from the directorship of the Company be and is hereby accepted with effect _____________

RESOLVED FURTHER THAT the Board places on record their appreciation for the assistance and guidance provided by ______________- during his tenure as Director of the Company.

RESOLVED FURTHER THAT any directors of the Company be and is hereby authorized to do all such acts and deeds as may be deemed necessary to give effect to the above resolution.”

//Certified True Copy\\

For _____________-

 

 

 

 

 

___________

Director

DIN: _____________

Add:

 

 

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CERTIFIED TRUE COPY OF RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF HELD ON , , 2018 AT (IST) AT

 

APPOINTMENT OF ___________ (DIN: _______) AS ADDITIONAL DIRECTOR OF THE COMPANY

RESOLVED THAT pursuant to the provisions of Section 161 of the Companies Act, 2013 and other applicable provisions (including any modification or re-enactment thereof), if any, ________ (DIN: ________), who has signified her consent to act as a director, be and is hereby appointed as an Additional Director of the Company to hold office with effect from __________- and shall hold office upto the date of the ensuing Annual General Meeting of the Company.

RESOLVED FURTHER THAT any director and/or authorized representative of the Company be and is hereby authorized to do all acts, deeds, matters and things as may be deemed necessary and to sign and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid resolution along with filing of necessary e-form(s) with the Registrar of Companies.”

//Certified True Copy//

For ________________

 

 

____________

Director

DIN: ________

Address: ____________

 

Date:

Place:

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Format for appointment letter

  • By : abiza team
  • March 01,2022
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To,      

_______________

 

 

                 

Dear Sir/Madam,

Sub: Appointment Letter

 

  1. This letter records the terms on which you will serve as Additional Director of __________ (the “Company”) on such terms and conditions as mutually agreed between the parties.
  2. As you know, your appointment as Additional Director of the Company is subject to the provisions of Companies Act, 2013 and any applicable laws or regulations. Nothing in this letter shall be taken to exclude or vary the terms of bye-laws as apply to you as a director of Company.

Your appointment on terms of this letter is approved in the Board meeting held on ___________ your appointment will be effective from __________ till the ensuing annual general meeting and you will hold office for such terms as prescribed in the Company Act, 2013.

For _____________

 

____________                                                                                   

Director                                                                                             

DIN:________

Address: ______________

 

Place:

 

 

 

 

 

 

 

 

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CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE MEMBERS OF <> AT EXTRA ORDINARY GENRERAL MEETING HELD ON AT AT THE REGISTERED OFFICE OF THE COMPANY AT

 

Issue of __________ CCPS on a Preferential Allotment / Private Placement Basis

RESOLVED THAT in accordance with the provisions of Sections 55 and 42 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with applicable Rules including Companies (Share Capital and Debentures) Rules, 2014 (“Rules”) framed there under, as may be amended from time to time and the Articles of Association of the Company and the regulations/guidelines, if any, prescribed by any relevant authorities from time to time, to the extent applicable the consent of the members of the Company be and is hereby accorded to further invite/offer, issue and allot up to 124 (One Hundred and Twenty Four Only)  Compulsorily Convertible Preference Shares (“CCPS”) of face value INR 40,450/- (Indian Rupees Forty Thousand and  Four Fifty only) each aggregating to INR 50,15,800/- (Indian Rupees Fifty Lakhs Fifteen Thousand and Eight Hundred Only), to the following investor on the Private Placement basis.

Name of the Investor

Number of CCPS to be subscribed

 

 

Total

 

 

RESOLVED FURTHER THAT in accordance with the provisions of Section 43 of the Act, the CCPS shall:

 

• carry a preferential right vis-à-vis Equity Shares of the Company with respect to payment of minimum preferential dividend at the rate of 0.0001% per annum and repayment in case of a winding up or repayment of capital;

 

• CCPS shall be compulsorily convertible into equity shares automatically upon the 20th anniversary from the date of allotment. In the alternative, CCPS may be converted into equity shares at any time before the 20th anniversary in the sole discretion and option of the CCPS holder;

 

• Each CCPS shall be converted into Equity Shares in the ratio of 1.00:1.00 (“Conversion Price/Formula”).

 

• Carry voting rights as per the provisions of Section 47(2) of the Act;

 

• Not be redeemed but shall be convertible.

RESOLVED FURTHER THAT any Director of the Company and/or any authorized representative of the Company be and is hereby severally authorized to sign the requisite e-forms and furnish the same to the Registrar of Companies (RoC), Mumbai, Maharashtra and also to do any such acts, things and deeds as may be deemed necessary to give effect to the aforesaid resolutions.

 

EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013

 

Item No. 1

 

The Board of Directors at their meeting held on ______ had approved the offer and issuance of up to ______ (____________Only) Compulsorily Convertible Preference Shares (“CCPS”) of face value INR _______/- (Rupees _____________ only) each aggregating INR ___________/- (Indian Rupees _________________ Only) to the investors as mentioned in the resolution.

 

Section 55 of the Act read with Rule 9 of the Companies (Share Capital and Debentures) Rules, 2014 (“Rules”) framed thereunder, interalia, requires a company to obtain the prior approval of the shareholders, by way of a Special Resolution for issuance of preference shares.

           

Accordingly, the approval of the Members is being sought, by way of a Special Resolution, to offer and issue Compulsorily Convertible Preference Shares (“CCPS”) of face value INR _______/- (Indian Rupees ____________________ only) each , in one or more tranche.

A statement of disclosures as required under Rule 9(3) of the Companies (Share Capital and Debentures) Rules, 2014and the terms of issue of the CCPS are as under:

Issue  size,  number  of  preference shares to be issued and nominal value of each share

 

 

Nature of shares

Preference shares that is compulsorily convertible into equity shares.

 

Objectives of the issue

To meet the financial requirements of the Company.

 

Manner of issue of shares

Issue in one or more tranche.

 

Issue Price

CCPS will be issued at face value of INR ____/- each

 

 

Basis of Issue Price

CCPS will be issued at face value of INR _____/- each which is not less than the fair market value as per the valuation report obtained from the certified value.

 

Terms of issue and rate of dividend on each share

The Shares are issued at a minimum preferential dividend rate of

________% per annum (the “Preferential Dividend”).

                                                                            

In addition to and after payment of the Preferential Dividend, each Shares would be entitled to participate pari - passu in any cash or non-cash dividends paid to the holders of shares of all other classes (including Equity Shares) or series on a pro rata, as-if-converted basis.

 

 

 

 

Terms,   manner   and   modes   of redemption

CCPS are not redeemable but are convertible into equity shares of the Company.

 

Conversion/maturity

CCPS shall be compulsorily convertible into equity shares automatically upon the ____ anniversary from the date of allotment. In the alternative, CCPS may be converted into equity shares at any time before the ____ anniversary in the sole discretion at the option of the CCPS holder.

 

Conversion Price/formula  

Each CCPS shall be converted into Equity Shares in the ratio of 1.00:1.00 (“Conversion Price/Formula”).

 

 

Transferability

The CCPS shall be transferable, subject to provisions of Articles of Association and applicable regulations, including Foreign Direct Investment and FEMA regulations/guidelines.

 

 

Variation of terms

Any variation in the terms of the CCPS after allotment thereof will be valid, if done in accordance with applicable provisions of the Companies Act, 2013 or any statutory modification thereof and Rules framed thereunder.

 

Rank

The equity shares to be allotted on conversion of the CCPS shall rank pari-passu in all respects with the then existing equity shares of the Company, and shall be subject to the Memorandum and Articles of Association of the Company.

 

 

Shareholding pattern of the Company as on Date of issue of Notice of Extra-Ordinary General

 

Sr. No.

Name of the Shareholder(s)

 

No. of Equity Shares

% Holding of total Equity Capital

 

 

DIRECTORS & PROMOTERS

 

 

 

 

 

 

 

 

 

 

Grand Total

 

 

 

OTHERS

 

Sr. No.

Name of the Shareholder(s)

 

No. of CCPS Shares

% Holding of total Preference Capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Grand Total

 

 

 

The issue of CCPS is in accordance with the provisions of the Articles of Association of the Company. There is no subsisting default in the redemption of preference shares issued by the Company or in the payment of dividend due on any preference shares issued by the Company.

 

All the Directors, Key Managerial Personnel and their relatives are interested in the resolution to the extent of their shareholding and Managerial Interest in the Company, in the passing of the above resolution.

The Directors recommend the resolution at item no. 1 of the accompanying notice, for the approval of the members of the Company as a special resolution.

 

/Certified True Copy\\

 

For _______________________

 

 

____________

Director

DIN: ________

Address: ____________

 

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CERTIFIED TRUE COPY OF RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF HELD ON , , 2018 AT (IST) AT

 

Approval of Buy-back of equity shares of the Company

RESOLVED THAT pursuant to the provisions of Section 68 and other applicable provisions, if any, of the Companies Act, 2013 (herein after referred to as the ‘Act’ including any statutory modification or re-enactment thereof, for time being in force) and Rule 17 of The Companies (Share Capital and Debentures) Rules, 2014 (including any statutory modification and re-enactment thereof, for the time being in force) and in accordance with Article __ of the Articles of Association of the Company, subject to approval of members the consent Board of Directors of the Company (hereinafter referred to as the “Board”) be and is hereby accorded to approve the proposal to buy back ____ (________) number of fully paid up equity shares (representing __% of the total number of equity shares in the paid-up equity share capital of the Company) having face value of INR ___/- (Indian Rupees ___ Only) each, at a price of INR _____/- (Indian Rupees _________________ Only) per equity share (“Buy-Back Offer Price”) out of free reserves and/or securities premium account, from the existing shareholders on a proportionate basis (hereinafter referred to as “Buy-back”), subject to the condition that the aggregate amount to be expended by the Company for the said Buyback shall not exceed INR _________ /- (Indian Rupees _____________________ Only) (“Buy-back Offer Size”) which is less than 25% of the total paid-up equity share capital and free reserves of the Company as per latest un-audited accounts of the Company as at March 31, 2018.

RESOLVED FURTHER THAT the Board of Directors shall have the option of accepting additional equity shares tendered by the eligible equity shareholders (over and above their Buyback Entitlement) in case of shortfall created due to non-participation of some other eligible shareholders, if any.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do or cause to be done all such acts, deeds, matters and things and execute and sign all such documents and papers and provide all such information and confirmations, as may be necessary for the implementation of the Buyback, including but not limited to:

  1. preparation, finalization, alteration, modification, issuance, re-issuance and filing with the appropriate authorities, of the resolutions, confirmations, intimations and declaration as may be required in relation to the Buy-back;
  2. making of all necessary applications, providing all necessary information and documents to, and representing the Company before the Registrar of Companies and/or other relevant regulatory authorities and/or third parties, in relation to the Buy-back;
  3. opening, operation and closure of all necessary accounts including bank accounts as per the provisions of Act and Rules made thereunder;
  4. taking all actions for obtaining all necessary certificates and reports from statutory auditors and other third parties as per the provisions of Act and Rules made thereunder;
  5. taking all actions for extinguishment and physical destruction of the share certificates in respect of the equity shares bought back by the Company;
  6. proposing and accepting any change(s) or modification(s) in the Buy-back mechanism and the documents connected with the said Buyback including declaring a reduction/extension of the Buyback offer period, as may be deemed fit and necessary in compliance with the provisions of the Act and Rules made there under;

RESOLVED FURTHER THAT the draft declaration of solvency along with annexures thereof in the prescribed form, placed before the Board and initialed by the Chairman, for the purpose of identification, as required pursuant to Section 68(6) of the Act and The Companies (Share Capital and Debentures) Rules, 2014, subject to approval of members be and is hereby approved for filing with the Registrar of Companies within the prescribed timelines and after having been verified and be signed on behalf of the Board, by any 2 (two) directors of the Company.

RESOLVED FURTHER THAT the draft letter of offer along with annexures in the prescribed form, placed before the Board and initialed by the Chairman, for the purpose of identification, as required pursuant to The Companies (Share Capital and Debentures) Rules, 2014 subject to approval of members be and is hereby approved for filing with the Registrar of Companies within the prescribed timelines and after having been verified and be signed on behalf of the Board, by any 2 (two) directors of the Company.

RESOLVED FURTHER THAT the Board of Directors of the company has made a full inquiry into the affairs of the company as a result of which they have formed an opinion that it is capable of meeting its liabilities and will not be rendered insolvent within a period of one year from the date of declaration adopted by the Board.

RESOLVED FURTHER THAT Buy-back from the equity shareholders who are person resident outside India including the Foreign Institutional Investors, Overseas Corporate Bodies, shall be subject to approvals as required including approvals from Reserve Bank of India under Foreign Exchange Management Act, 1999 and the Rules and Regulations framed thereunder.

 

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to determine the Record Date for the purpose determining the Buy-back entitlement and name of the eligible equity shareholders to whom the letter of offer for the Buy-back will be dispatched.

RESOLVED FURTHER THAT the Board be and is hereby authorized to digitally sign all the necessary e-forms required to be filed with the Registrar of Companies, Mumbai, Maharashtra.”

//Certified True Copy//

For ________________

 

 

 

 

____________

Director

DIN: ________

Address: ____________

 

Date:

Place:

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CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE MEMBERS OF [] AT EXTRA ORDINARY GENRERAL MEETING HELD ON [day, date ] AT [time] AT THE REGISTERED OFFICE OF THE COMPANY AT [address]

Approval of ESOP Scheme 20__

"RESOLVED THAT pursuant to the provisions of section 62[1][b] and all other applicable provisions of the Companies Act, 2013 and the Rules made thereunder [including any statutory modification[s] or re-enactment[s] thereof for the time being in force], the Articles of Association of the Company, as amended from time to time and subject to such other approvals, permissions and sanctions as may be necessary and such conditions and modifications as may be imposed or prescribed while granting such approvals, permissions and sanctions, which may be accepted by the Board of Directors of the Company [hereinafter referred to as the "Board", approval and consent of the Members of the Company be and are hereby accorded to the Employee Stock Option Plan 20__ [hereinafter referred to as the "_________"/ "Plan"] and to authorize the Board to create, offer and grant from time to time the number Employee Stock Options ["ESOPs"] being not exceeding __% [Five percent] of the paid-up equity share capital of the Company as on the date of passing the resolution to the permanent employees and Directors of the Company [except independent Directors], whether whole time or otherwise, whether working in India or outside India, as may be decided by the Board under the Plan [hereinafter referred to as an "eligible employees"] including the employees of subsidiary Company, convertible into equivalent number of equity shares of  INR__/- [Rupees ___] each, on such terms and conditions, as may be determined by the Board under ESOP 20__.

RESOLVED FURTHER THAT the Board be and is hereby further authorised to issue and allot equity shares upon exercise of ESOPs from time to time in accordance with the Plan and such equity shares shall rank pari passu in all respects with the then existing equity shares of the Company.

RESOLVED FURTHER THAT the number of ESOPs that may be granted to any eligible employee, in any financial year and in aggregate under the Plan shall be less than 1% [One percent] of the issued equity share capital [excluding outstanding warrants and conversions] of the Company and the same shall be offered to employees of subsidiary Company [ies] whether in India or elsewhere.

RESOLVED FURTHER THAT the aforesaid ceiling ESOPs convertible into equivalent number of equity shares of ___/- [Rupees ___] each shall be appropriately adjusted, in case of any corporate action[s] such as rights issues, bonus issues, sub-division, split or consolidation of shares, any change in capital structure, merger and/or sale of division/undertaking or any other re-organisation /restructuring of the Company, without affecting any other rights or obligations of the option grantees.

RESOLVED FURTHER THAT Board be and is hereby empowered:

  1. to administer, implement and supervise the ESOP Scheme 20__ either directly by itself;
  2. to formulate, approve, evolve, modify, change, vary, alter, amend, suspend or terminate the PGL ESOP 2017 and determine and bring into effect such terms and conditions and procedures for grantor vesting of Share[s]/Option[s] under ESOP Scheme 20__ either directly by itself or through ECC;
  3. to grant, issue, re-issue, recall, surrender, cancel and withdraw stock options from time to time and to determine the terms and conditions therefore;
  4. to delegate all or any of the powers herein conferred by this resolution to any Committee of Directors, Director, Officer or Authorised Representative of the Company;
  5. to do all such acts, deeds, things and matters as may be considered necessary or expedient and settle any questions, difficulties or doubts that may arise in this regard without requiring the Board to secure any further consent or approval of the Members of the Company."

 

Approval of Allocation and Grant of Stock Options to Employees

RESOLVED THAT pursuant to the provisions of the Companies Act, 2013 and the Rules made thereunder as amended from time to time or any other law for the time being in force [including any statutory modification or amendment thereto or enactment thereof for the time being in force] and in accordance with the Articles of Association of the Company, and subject to such other approvals, permissions and sanctions as may be necessary from time to time, consent of the members of the Company be and is hereby accorded to grant the stock options under the ‘Employee Stock Option Plan 20__’ also called as ‘ESOP 20__’ and/or ‘_____ 20__ Plan’ [hereinafter referred to as “____ 20__”] to the present and future employees, from time to time on such terms and conditions as contained in the ______ 20__ and summarized in the Explanatory Statement annexed hereto.

RESOLVED FURTHER THAT any Director of the Company be and is hereby authorized to update, maintain and preserve ‘The Register of Employee Stock Options’ in the prescribed format pursuant to Section 62[1][b] of the Companies Act, 2013 and rule 12[10] of The Companies [Share Capital and Debentures] Rules, 2014.

RESOLVED FURTHER THAT any Director or Authorized Representative of the Company be and are hereby authorized to do all such acts, deeds, and things, as may be deemed necessary for giving effect to the above stated resolutions.”

Certified True Copy

For _______________________

__________

Director

DIN: ________

Address: ____________

 

EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 1 and 2

Approval of ESOP Scheme 20__ and

Approval of Allocation and Grant of Stock Options to Employees

Equity based compensation is considered to be an integral part of employee compensation across sectors which enables alignment of personal goals of the employees with organizational objectives by participating in the ownership of the Company through share based compensation scheme/plan. In order to attract, reward and retain the talented and key Employees in the competitive environment and encourage them to align individual performance with Company objectives, the Company intends to implement ‘Employee Stock Option Plan 20__’ also called as ‘ ESOP 20__’ and/or ‘_____ 20__ Plan’ [hereinafter referred to as “_____ 20__”].

 

The main features of the _____ 20__ are as under:

1) Brief description of the Scheme/Plan:

This proposed Scheme called the ‘_______Employee Stock Option Plan 20__’ also called as ‘_____ ESOP 20__’ and/or ‘_____20__ Plan’ [hereinafter referred to as “_____ 20__”] is intended to reward the Eligible Employees of the Company for their performance and to motivate them to contribute to the growth and profitability of the Company. Your Company also intends to use this Plan to retain talent in the organization as it views options as instruments that would enable the Employees to share the value they create for the Company and align individual objectives of employees with objectives of the Company in the years to come.

2) Total number of Options to be granted:

Such number of options would be available for grant to the eligible employees of the Company under ______ 20__, in one or more tranches not exceeding 10% of the issued and paid up capital of the Company.

Vested options lapsed due to non-exercise and/or unvested options that get cancelled due to resignation/termination of the employees or otherwise, would be available for being re-granted at a future date. The Board is authorized to re-grant such lapsed/cancelled options subject to the provisions of _____ 20__ and the Articles of Association of the Company, within the overall ceiling.

3) Identification of classes of employees entitled to participate in _____ 20__:

Following classes of employees are entitled to participate in _______ 20__:

a) a permanent employee of the Company who has been working in India or out of India; or

b) a director of the Company, whether a whole time director or not but excluding an Independent Director; or

c) an employee as defined in clauses [a] or [b] above, of a subsidiary company, in India or outside India, or of a holding company of the Company

but does not include-

a) an employee who is a promoter or a person belonging to the promoter group; or

b) a director who either himself or through his relative or through any body corporate, directly or indirectly, holds more than ten percent of the outstanding equity shares of the company.

3) Requirements of vesting and period of vesting:

The minimum Vesting Period shall be one [1] year from Date of Grant of Option. No Eligible Employee shall be granted Options exceeding one per cent [1%] of the issued share capital of the Company unless authorized by the shareholders of the Company by a special resolution.

Upon the termination of the Employee's employment for any reason or resignation, no further Options, subject to the Vesting Schedule, will vest after the effective date of the expiration or termination.

Stock options granted pursuant to the _______ 20__ shall vest within 4 [four] years from the date on which such stock options are granted [“Grant Date”] in the following manner: [i] 25% [Twenty Five per cent] shall vest on the first anniversary of the Grant Date; and [ii] the remaining 75% [Seventy Five per cent] shall vest in equal half yearly installments over a period of 3 [Three] years commencing from the first anniversary of the Grant Date [“Vesting Period”].

4) Exercise price:

Exercise Price shall mean the per Share exercise price for the Shares to be issued upon Exercise of an Option and shall be the face value of such shares and shall be specified in the grant letter.

5) Exercise period and the process of Exercise:

Exercise Period shall mean a time period after Vesting within which the Option Grantee may Exercise his right to apply for Equity Shares against the Employee Stock Options Vested in him in pursuance of the Option Plan as specified in the _______ 20__.

An Option shall be deemed to be exercised when the Company receives [i] written or electronic notice of Exercise from the person entitled to Exercise the Option, and [ii] full payment for the Shares with respect to which the Option is exercised. Full payment may consist of any consideration and method of payment authorized by the Administrator [as defined in the _______ 20__] and permitted under the Plan. Shares issued upon Exercise of an Option shall be issued in the name of the Optionee. Until the Shares are issued [as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company], no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Shares, notwithstanding the Exercise of the Option. The Company shall issue [or cause to be issued] such Shares promptly after the Option is exercised validly by the Optionee under the Plan.

If a Stock Option expires or becomes un-exercisable without having Vested in full, or is surrendered, those Equity Shares that were subject thereto will become available for future grant or sale under _______ 20__ [unless the _______ 20__ has terminated] or any other Stock Option Plan as may be approved by the shareholders of the Company.

 

6) Appraisal process for determining the eligibility of employees under _______ 20__:

The appraisal process for determining the eligibility shall be decided by the Board from time to time.

7) Maximum number of options to be issued per employee and in aggregate:

The maximum aggregate number of shares that may be subject to the Option and sold under the Plan shall not exceed anytime, 10% of the issued and paid up capital of the Company. Maximum number of Options to be issued per employee shall be as per the provisions of _______ 20__ and the Articles of Association of the Company, within overall ceiling.

8) Maximum quantum of benefits to be provided per employee under the _______ 20__:

The maximum quantum of benefits underlying the options issued to an eligible employee shall be as equal to the difference between the option exercise price and the market price of the shares as on the exercise date.

9) Time period within which the employee shall exercise the vested options in the event of a proposed termination of employment or resignation of employee:

All vested options as on the last date of termination become exercisable during the Exercise Period. In the event, the Option Grantee chooses not to exercise the Vested Options, such Vested Options shall stand cancelled.

10) Conditions under which option vested in employees may lapse:

If an Optionee fails to exercise any Vested Options by the Exercise Period, the right to exercise shall lapse without any liability or claims on the Company or its successor. Other conditions under which option vested in employees may lapse shall be as contained in the _______ 20__.

11) Implementation or administration of Scheme:

The _______ 20__ shall be administered by the Board or Committee or authorized personnel as appointed by the Board of the Company in accordance with Applicable Laws and the Charter Documents of the Company.

12) Source of Shares:

The source of shares shall be as contained in the _______ 20__.

13) Accounting and Disclosure Policies:

The Company shall follow and comply with the relevant Accounting Standards as may be prescribed by the Institute of Chartered Accountants of India from time to time, including the disclosure requirements prescribed therein.

14) Method of option valuation:

The Company shall adopt the fair value method or any other method as per applicable Accounting Standards prescribed by the Institute of Chartered Accountants of India or prescribed under any other statutory provisions from time to time for valuation of options.

Consent of the Board to the aforesaid resolutions is already received and Consent of the members is being sought by way of Special Resolution pursuant to Section 62[1][b] and all other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder.

A draft copy of the _______ 20__ is available for inspection at the Company’s Registered Office on all working days during business hours between 11:00 a.m. [IST] to 01:00 p.m. [IST] up to the date of Annual General Meeting.

The Directors and Key Managerial Personnel of the Company may be deemed to be concerned or interested in these Resolutions only to the extent of any Stock Options that may be granted to them and the resultant equity shares issued, as applicable.

For ________________

___________

Director

DIN: ________

Address: ____________

Date:

Place:

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Any Company can issue the shares of the Company to its employees for the purpose of retaining them. The Company has to follow the prescribed guideliness under the Companies Act, 2013 for issue of shares through Employee Stock Option Plan (ESOP). Below is the format of Board Resolution for issue of shares.

 

CERTIFIED TRUE COPY OF RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF [name of Company] HELD ON [day], [date], 2018 AT [time] [IST] AT [address]

Approval of ESOP Scheme 2018

The Chairman informed that the Company was planning to come out with an ESOP Scheme to motivate employees, who are consistently performing well, and to give them opportunity to participate and gain from the Company's performance, thereby, acting as a retention tool as well as to align the efforts of such talent towards long term value creation in the organization and to attract new talent.  He added that in this direction, an ESOP scheme has been drafted. The draft ESOP policy was placed before the Board.

Thereafter, the Chairman shared with the Members the salient features of the proposed ESOP Scheme:

Particulars

ESOP Scheme

 

Total Number of Options  

 

Eligible Employees  

 

Vesting Period  

 

Vesting Criteria  

 

Exercise Price  

 

Exercise Period  

 

Maximum No. of Options to be granted per employee    

 

The Board considered the same and passed the following resolution in this regard:

“RESOLVED THAT pursuant to the provisions of Section 62 and other applicable provisions, if any, of the Companies Act, 2013 read with rules made thereunder and applicable provisions [including any statutory amendment, modification or re-enactment to the Act or the Guidelines, for the time being in force], the Articles of Association of the Company, subject to approval of Shareholders at their general meeting and subject to such other approvals, permissions, sanctions, conditions and modifications as may be prescribed or imposed while granting such approvals, permissions and sanctions, the consent of the Board be and is hereby accorded to the proposed "Employee Stock Option Plan" and to create, offer, issue and allot in one or more tranches under the said "Employee Stock Option Plan" at any time to or for the benefit of employees and Directors [excluding Independent Director] of the Company for such number of stock options /equity shares and / or equity linked instruments including any other instruments or securities which could give rise to the issue of equity shares [hereinafter collectively referred to as "Securities"] of the Company, not exceeding [Number of ESOP Options] in aggregate, at such price and on such terms and conditions as may be fixed or determined by the Board of Directors in accordance with the Guidelines or other applicable provisions of any law as may be prevailing at that time.

RESOLVED FURTHER THAT the new Equity Shares to be issued and allotted by the Company in the manner aforesaid shall rank pari passu in all respects with the then existing Equity Shares of the Company.  

RESOLVED FURTHER THAT [Name of the person[s] authorized] of the Company be and are hereby authorized jointly and/or severally to do all such acts, deeds, matters and things as may be necessary or expedient including filing of necessary documents, intimations including e-forms with regulatory authorities and to settle any questions, difficulties or doubts that may arise in this regard at any stage in connection to ESOP scheme.

RESOLVED FURTHER THAT a yearly status on the ESOP granted and exercised by employees be presented for the information of the Board”.

Certified True Copy

For ________________

________

Director

DIN: ________

Address: ____________

Date:

Place:

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Letter of Offer is required to be dispatched to all the shareholders pursuant to rights issue. Below is a brief format of letter of offer for your reference.

 

LETTER OF OFFER

Issue of _____ [One ______________] Equity Shares/CCPS of INR ___/- [Indian Rupees ___ Only] each at a premium of INR _________/- [Indian Rupees _________ Only] each, amounting to INR _________/- [Indian Rupees _________- Only] per Equity Shares/CCPS aggregating to INR _______/- [Indian Rupees ____________ Only] to the existing Shareholders on rights basis in the proportion of their existing holding in the Company as on the record date i.e. , pursuant to approval of the Board of Directors at their meeting held on _________________

 

Issue Opening Date: ____, 2018

Issue Closing Date: ____, 2018

______, 2018

To,

 

 

 

Keeping in view the expansion and growth plans of the Company, the Board of Directors intend to raise the required funds by way of induction of fresh Equity Share Capital in the Company. Hence in view of the proposed business plans and applicable regulatory compliances, the Board of Directors passed a resolution at their meeting held on, approving the rights issue of Equity Shares.

As your name appears in the Register of Members as on the record date, you are hereby entitled for ____ [______] Equity Shares for INR _____/- [Indian Rupees ________ Only] each constituting face value of INR __/- [Indian Rupees ___Only] each and premium of INR ____/- [Indian Rupees _______ Only] each aggregating to INR _______/- [Indian Rupees ___________ Only] under this rights issue offer.

Further you may kindly accept/renounce/reject the aforesaid Equity Shares hereby offered to you, by filling the enclosed Share Application Form [Form A]/ Renunciation Form [Form B]/ Non-subscription Letter [Form C] and submit the same along with the full amount of Share Application Money, as applicable, on or before the close of the business hours on , .

In case of non-receipt of your acceptance or renunciation request for the Equity Shares offered to you on or before the close of the business hours on , . [being the last date of acceptance and application], then the Company shall be of the view that you are neither interested in availing nor renouncing the rights and hence the Board of Directors shall have the power to dispose-off such shares in such a manner as they shall deem fit in the best interest of the Company.

Note:

  1. All the shares offered and the share values are subject to rounding off;
  2. Part payments of consideration for the total number of shares subscribed is allowed subject to receipt of full amount of consideration on or before closure of offer i.e. close of the business hours on , ..

Thanking you

For ______________

_______

Director

DIN: _________

Add:

Place:

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Any shares issued under the provisions of the Companies Act, 2013 are required to be alloted to the shareholders within 60 days of receipt of money. Below is the format for allotment of shares for your reference.

CERTIFIED TRUE COPY OF RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF [name of Company] HELD ON [day], [date], 2018 AT [time] [IST] AT [address]

Allotment of Equity Shares of the Company                                           

RESOLVED THAT pursuant to the and the applicable provisions of Companies Act, 2013, consent of the Board be and is hereby accorded to allot ____ [______________] equity shares in the Company to the allottee[s], the details of which are mentioned herein below:

Name and address

of Allottee[s]

No. of

Shares allotted

Face Value Per Share

[in INR]

 

Premium Per share

[in INR]

 

Nationality

Total Amount

due and paid

[in INR]

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

RESOLVED FURTHER THAT any of the Directors of the Company be and is hereby authorised to sign the Return of Allotment in e-form PAS-3 and file the same with the Registrar of Companies, pursuant to the provisions of Section 39[4] of the Companies Act, 2013 and comply with necessary formalities in this regard.

RESOLVED FURTHER THAT share certificate in respect of the shares allotted as aforesaid be issued to the said applicant and the same must be signed by any two directors of the Company and one authorized signatory, which can be of any of the directors themselves.

RESOLVED FURTHER THAT any director of the Company be and is hereby authorized to do all such acts and deeds as may be deemed necessary for giving effect to the aforementioned resolutions.”

Certified True Copy

For ________________

____________

Director

DIN: ________

Address: ____________

Date:

Place:

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Right issue of shares refers to as further issue of shares to the existing shareholders in proportion of their holdings. 

CERTIFIED TRUE COPY OF RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF [name of Company] HELD ON [day], [date], 2018 AT [time] [IST] AT [address]

Approval for Right Issue of Shares

RESOLVED THAT pursuant to the provisions of the Section 62 of the Companies Act, 2013 and other applicable rules, if any, [including any statutory modification or enactments or re-enactments thereof] the consent of Directors of the Company be and hereby accord for issue of _______ [___________] equity shares of the Company having face value INR ____/- [Indian Rupees ___ Only] amounting  to INR ________/- [Indian Rupees _____________________________ Only] to the existing shareholders on rights basis in their existing proportion of the equity shares held in the Company, as on the record date as may be fixed and declared by the Board.

RESOLVED FURTHER THAT in case of non-subscription from the existing shareholders of the Company, the Board of Directors of the Company shall have the power to dispose off such share in the manner as they deem fit and beneficial in the interest of the Company.

RESOLVED FURTHER THAT any director of the Company be and is hereby authorized to do all such acts, things and deeds as may be deemed necessary for giving effect to the above stated resolution.

Certified True Copy

For ________________

___________

Director

DIN: ________

Address: ____________

Date:

Place:

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Private Placement means "Any offer of Securities or invitation to subscribe securities to a select group of persons by a company (other than by way of public offer) through issue of a private placement offer letter and which satisfies the conditions specified in this section including
the condition that the offer or invitation is made to not more than 50 or such higher number of persons as may be prescribed (excluding QIB’s and employees offered securities under ESOP) in a financial year

 

PRIVATE PLACEMENT OFFER LETTER

General Information:

Particulars

Remarks

Name of the Company

 

Registered and Corporate office address of the Company

 

 

Date of Incorporation

 

Business of the Company

 

Management of the Company

 

Name of the Director

Address

Occupation

DIN

 

 

 

 

 

 

 

 

 

                                   

 

Management’s Perception of risk factors

Internal Risk Factors:

 

We may be unable to sustain growth at historical levels. Also, we may not be able to implement our growth strategy successfully. Our inability to manage growth may have an adverse effect on our business and results of operations.

 

The loss of any key member of our management team may impair our ability to operate effectively and may have an adverse effect on our business.

 

Strong competition in our line of business of could decrease our market share and compel us to reduce our prices.

 

Our failure to obtain additional capital in future could adversely affect our ability to grow.

 

Our ability to pay dividends in the future will depend upon future earnings, financial condition, cash flows, working capital requirements and capital expenditures.

 

External Risk Factors:

 

Volatility in political, economic and social developments in India could adversely affect our business.

 

Financial instability in Indian financial markets could adversely affect our results of operations and financial condition.

 

Civil disturbances, regional conflicts and other acts of violence in India and abroad may disrupt or otherwise adversely affect the Indian economy.

 

Details of default

 

Statutory Dues

 

Debentures and Interest thereon

 

Deposits and Interest thereon

 

Loan from any Bank or Financial Institution and Interest thereon

 

 

Details of the Compliance/ Nodal officer

 

Particulars of the Offer:

Particulars

Remarks

Date of passing of Board Resolution

 

Date of passing of resolution in the general meeting for authorizing the offer

 

Kind and class of security offered

 

Price of the security, including the premium amount

 

Justification of the price

As per the Valuation Report

Details of the Valuer

Name

Address

 

 

Amount to be raised by way of securities

 

Terms of raising the securities

Ranking paripassu with the existing equity shares

Offer Period

 

Purposes and objects of the offer

 

Contribution by the promoters or Directors either as the part of the offer or separately in furtherance of such objects

 

Principal terms of assets charged as security

Not Applicable

 

Disclosures with regards to Directors, Litigation, etc:

Particulars

Remarks

Any financial or other material interest of the directors, promoters or key managerial personnel in the offer and the effect of such interest in so far as it is different from the interests of other persons

 

 

Any pending litigation or legal action taken by any Ministry or Department of the Government or any statutory authority against the promoters of the Offeree Company during the last three financial years preceding the year of circulation of the offer letter

 

 

Remuneration of Directors

(Current Year and last three financial years)

 

Related Party Transaction entered by the Company during the last three financial years preceding the year of circulation of letter of offer including with regard to loans made or, guarantees given or securities provided

 

Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark

 

 

Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries. Also if there were any prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last three years immediately preceding the year of the offer letter and if so, section-wise details thereof for the company and all of its subsidiaries

 

 

Details of acts of material frauds committed against the company in the last three years, if any, and if so, the action taken by the company

 

 

Financial Position of the Company:

TABLE A

Capital Structure

Particulars

Amount in Rs.

Before the Current Offer

Authorized Capital

(__________ equity shares of Rs. 10 each)

Subscribed Capital

(______ equity shares of Rs. 10 each)

Paid Up Capital

(______ equity shares of Rs. 10 each)

 

 

Size of the Present Offer

 

Paid Up Capital

After the offer

(________equity shares of Rs. 10 each)

After Conversion of convertible instruments

Share Premium Account

Before the offer

After the offer

 

TABLE B:

Details of Existing Share Capital

Sr. No.

Particulars

Date of Allotment

Total No. of Shares Allotted

Nominal Value per Share

(In Rs.)

Price Per share (including premium amount)

(In Rs.)

Total Consideration

Form of Consideration

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

TABLE C:

Particulars

Remarks

Profits of the company, before and after making provision for tax, for the three financial years immediately preceding the date of circulation of offer letter

 

Dividends declared by the company in respect of the said three financial years; interest coverage ratio for last three years (Cash profit after tax plus interest paid/interest paid)

 

A summary of the financial position of the company as in the three audited balance sheets immediately preceding the date of circulation of offer letter

 

Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter

 

Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company

 

The Directors of the Company hereby declare that:

1) the company has complied with the provisions of the Act and the rules made thereunder;

2 ) the compliance with the Act and the rules does not imply that payment of dividend or interest or repayment of debentures, if applicable, is guaranteed by the Central Government;

3) the monies received under the offer shall be used only for the purposes and objects indicated in the Offer letter;

I am authorized by the Board of Directors of the Company vide resolution number ___ dated _____  to sign this form and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied with. Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of Association and Articles of Association.

It is further declared and verified that all the required attachments have been completely, correctly and legibly attached to this form.

By Order of the Board of Directors

For ____________________

____________

Director

DIN: ________________

Address: _______________

Date:

Place:

Attachment:

1. Annexure A - Board Resolution

2. Annexure B - Members Resolution

3. Annexure C - Valuation Report

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CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE MEMBERS OF [] AT EXTRA ORDINARY GENRERAL MEETING HELD ON [day, date ] AT [time] AT THE REGISTERED OFFICE OF THE COMPANY AT [address]

Issue Of __________ Equity Shares On A Preferential Allotment / Private Placement Basis

RESOLVED THAT in accordance with the provisions of Sections 23, 42 and other applicable provisions, if any, of the Companies Act, 2013 [“Act”] read with applicable Rules including Companies [Share Capital and Debentures] Rules, 2014 [“Rules”] framed there under, as may be amended from time to time and the Articles of Association of the Company and the regulations/guidelines, if any, prescribed by any relevant authorities from time to time, to the extent applicable, the consent of the members of the Company be and is hereby accorded to further invite/offer, issue and allot up to ____ [_______-- Only] equity shares at the issue price of INR ___/- [Indian Rupees ________ only] each consisting face value of INR ____/- [Indian Rupees ____ Only] each and premium of INR _____/- [Indian Rupees _______ Only] each aggregating to INR ____________/- [Indian Rupees _________________Only], to the following investors on the Private Placement basis.

Name of the Investor

Number of Equity Shares to be subscribed

Consideration

 

 

 

 

 

 

Total

 

 

RESOLVED FURTHER THAT the Equity Shares to be issued and allotted pursuant to this resolution shall be subject to the provisions of the Memorandum and Articles of Association of the Company and shall rank paripassu with the existing equity shares of the Company in all respects.

RESOLVED FURTHER THAT any Director of the Company and/or any authorized representative of the Company be and is hereby severally authorized to sign the requisite e-forms and furnish the same to the Registrar of Companies [RoC], Mumbai, Maharashtra and also to do any such acts, things and deeds as may be deemed necessary to give effect to the aforesaid resolutions.

Certified True Copy

For _______________________

____________

Director

DIN: ________

Address: ____________

 

EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013

The Board of Directors at their meeting held on ___________- has approve to invite/offer, issue and allot up to ____ [_______-- Only] equity shares at the issue price of INR ___/- [Indian Rupees ________ only] each consisting face value of INR ____/- [Indian Rupees ____ Only] each and premium of INR _____/- [Indian Rupees _______ Only] each aggregating to INR ____________/- [Indian Rupees _________________Only] to the investor as mentioned in the resolution.

Section 42 of the Act read with Rule 9 of the Companies [Share Capital and Debentures] Rules, 2014 [“Rules”] framed thereunder, inter alia, requires a company to obtain the prior approval of the shareholders, by way of a Special Resolution for issuance of equity shares through Private Placement offer.       

Accordingly, the approval of the Members is being sought, by way of a Special Resolution, to offer and issue equity shares of face value INR __/- [Indian Rupees __] each, in one or more tranche at the issue price of INR _______/- Indian Rupees _____________only] each .

A statement of disclosures and the terms of issue of the equity shares are as under:

Issue  size,  number  of  equity shares to be issued and nominal value of each share

 

 

Nature of shares

Equity shares.

 

Objectives of the issue

To meet the financial requirements of the Company.

 

Manner of issue of shares

Issue in one or more tranche.

 

Issue Price

Equity Shares will be issued at issue price of INR ______/- each

 

Basis of Issue Price

Equity Shares will be issued at issue price of INR ____/- each which is not less than the fair market value as per the valuation report obtained from the certified value.

 

Terms of issue and rate of dividend on each share

The new equity shares will be issued as per the investment agreement entered with the Investors

 

 

Transferability

The Equity Shares shall be transferable, subject to provisions of Articles of Association and applicable regulations, including Foreign Direct Investment and FEMA regulations/guidelines.

Rank

The equity shares to be allotted shall rank pari-passu in all respects with the then existing equity shares of the Company, and shall be subject to the Memorandum and Articles of Association of the Company.

 

Shareholding pattern of the Company as on Date of issue of Notice of Extra-Ordinary General

 

Sr. No.

Name of the Shareholder[s]

 

No. of Equity Shares

% Holding of total Equity Capital

 

DIRECTORS & PROMOTERS

 

 

 

 

 

 

 

 

 

Grand Total

 

 

 

OTHERS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Grand Total

 

 

         

The issue of equity shares is in accordance with the provisions of the Articles of Association of the Company.

All the Directors, Key Managerial Personnel and their relatives are interested in the resolution to the extent of their shareholding and Managerial Interest in the Company, in the passing of the above resolution.

The Directors recommend the resolution of the accompanying notice, for the approval of the members of the Company as a special resolution.

Certified True Copy

For _______________________

___________

Director

DIN: ________

Address: ____________

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CERTIFIED TRUE COPY OF RESOLUTION PASSED AT MEETING OF HELD ON [day] [date] AT [time] AT THE REGISTERED OFFICE OF THE COMPANY AT [address]

Appointment of Statutory Auditors of the Company

“RESOLVED THAT pursuant to the provisions of Section 139 read with The Companies[Audit and Auditors] Rules, 2014 and other applicable provisions [including any modification or re-enactment thereof] if any, of the Companies Act, 2013,  Mr. _____ proprietor/partner of M/s ___________ [Membership No.: _____/ Firm Registration No.: _____] be and is hereby re-appointed as the Statutory Auditors of the Company to hold the office for the term of five years beginning from the conclusion of the ensuing Annual General Meeting till the conclusion of the ___ [______] Annual General Meeting of the Company on such terms and remuneration as may be mutually agreed upon between the said Auditors and Board of Directors of the Company”.

FURTHER RESOLVED THAT any director of the Company be and is hereby authorized to do all such acts, things and deeds as may be deemed necessary to give effect to the above stated resolutions.

"Certified Copy of Resolution"

For __________

Director

DIN:

Add:-

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Format of Intimation letter to Auditor

  • By : abiZa Team
  • May 20, 2019
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Intimation letter is required to be given to auditor post his appointment as the Auditor of the Company. Below is format of the letter

 

To,

 

 

 

Kind Attention: _____________

Dear Sir,

Sub: Intimation of appointment as Statutory Auditors of the Company

This is to inform you that at the Extra-ordinary General Meeting of the Company held on , , your firm has been appointed as the Statutory Auditors of the Company to hold office till the conclusion of next Annual General Meeting of the Company. A copy of the resolution passed by the members of the Company is enclosed for your records.

Kindly take note of the same.

Encl: a/a

Thanking you,

Yours faithfully,

For ___________

__________

Director

DIN: _________

Address: ______________________

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If any auditor resigns before his term is completed, it is termed as casual vacancy. The Company has to appoint a new auditor and approve his appointment by the shareholders within 3 months of appointment by the Board of Directors. Below is the format of resolution

 

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE MEMBERS OF <> AT EXTRA ORDINARY GENRERAL MEETING HELD ON AT AT THE REGISTERED OFFICE OF THE COMPANY AT

 

Appointment of _____________, Charted Accountants (Firm Registration Number: _________) as statutory auditors under casual vacancy

“RESOLVED THAT pursuant to Section 139(8) and other applicable provisions, if any, of the Companies Act, 2013 as amended from time to time or any other law for the time being in force (including any statutory modification or amendment thereto or enactment thereof for the time being in force) Mr. ________, proprietor of ___________ (Membership No.: ______/ Firm Registration No.: __________), be and is hereby appointed as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of _______________ (Membership No.: ______/ Firm Registration No.: _________).

RESOLVED FURTHER THAT Mr. ________, proprietor of ___________ (Membership No.: ______/ Firm Registration No.: __________), be and are hereby appointed as Statutory Auditors of the Company from this Extra-Ordinary General Meeting and that they shall hold office of Statutory Auditors of the Company from the conclusion of this meeting until the conclusion of the ensuring Annual General Meeting at a remuneration as may be fixed by Board of Directors of the Company in consultation with the said Auditors.

RESOLVED FURTHER THAT any director of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may be necessary, proper, expedient or incidental for giving effect to this resolution and to file necessary e-forms with the Registrar of Companies.”

//Certified True Copy//

For __________

___________

Director

DIN:

Add:-

EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013

Item No.1

Appointment of M/s______________ (Firm Registration Number: __________) as statutory auditors under casual vacancy

M/s.  _

As envisaged by the section 139(8) of the Companies Act, 2013 (“Act”) casual vacancy caused by the resignation of auditors can only be filled up by the Company in the general meeting. Board recommends that Mr. __________, proprietor of ________________ (Firm Registration Number. ___________-) be appointed as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of _____________, till the conclusion of the first annual general meeting of the Company.

Mr. _____________, proprietor of M/s. _______________ (Firm Registration Number. _______) have conveyed their consent and eligibility to be appointed as the Statutory Auditors of the Company along with a confirmation that, their appointment, if made by the members, would be within the limits prescribed under Companies Act, 2013.

No directors, Key Managerial Personnel and their relatives are concerned and interested in the aforesaid resolution except to the extent of their shareholding and managerial interest in the Company.

Your Directors recommend the passing of the aforesaid resolution as an ordinary resolution.

//Certified True Copy\\

For __________

___________

Director

DIN:

Add:-

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Every Company is required to appoint the first auditors of the Company within 30 days of incorporation of the Company. Below is the format for appointment of auditor in the first board meeting of the Company,

 

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE FIRST BOARD MEETING OF THE BOARD OF DIRECTORS OF <> HELD ON <>DAY, <> AT <> (IST) AT THE REGISTERED OFFICE OF THE COMPANY AT <>

Appointment of M/s. __________, Chartered Accountants (Firm Registration No. __________) as statutory auditors

“RESOLVED THAT pursuant to Section 139 and other applicable provisions, if any, of the Companies Act, 2013 as amended from time to time or any other law for the time being in force (including any statutory modification or amendment thereto or enactment thereof for the time being in force) M/s. _________, Chartered Accountants (Firm Registration No. ___________), be and is hereby appointed as the first Statutory Auditors of the Company to hold office until the conclusion of first Annual General Meeting on a remuneration plus out of pocket expenses as may be decided by the Chairman in consultation with the Auditors.

RESOLVED FURTHER THAT any director of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may be necessary, proper, expedient or incidental for giving effect to this resolution and to file necessary e-forms with the Registrar of Companies.”

 

//Certified True Copy//

For ________________

_______________

Director

DIN: ______

Add:-. __________

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Resolution for Regularization of Director

  • By : abiZa Team
  • May 13, 2019
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Every Director who is appointed as the Additional Director of the Company is required to be regularized as the Director of the Company in the upcoming general meeting of the Company. Below is the format of regualarization of director at an annual general meeting of the Company.

 

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE MEMBERS OF AT THEIR ANNUAL GENERAL MEETING HELD ON , , 2018 AT (IST) AT

REGULARIZATION OF MR. __________ (DIN: _____________) AS DIRECTOR OF THE COMPANY

“RESOLVED THAT pursuant to applicable provisions of the Companies Act, 2013 and Rules framed there under, including any enactment, re-enactment or modifications thereof, Mr. __________ (DIN: __________) whose term of office as an additional director expires at the conclusion of this Annual General Meeting be and is hereby appointed as the Director of the Company.

RESOLVED FURTHER THAT any Director of the Company and/or any authorized representative of the Company be and is hereby severally authorized to do all such acts, things and deeds as may be deemed necessary for giving effect to the above stated resolution.”

//Certified True Copy\\

For _______________________

____________

Director

DIN: ________

Address: ____________

 

EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013

Regularization of Mr. <> (DIN: <>) as director of the Company

<> (DIN: <>) was appointed as an Additional Director under section 161 of the Companies Act, 2013 with effect from _________ who holds the office up to the date of forthcoming Annual General Meeting of the Company. However, in order to regularize his appointment as a Director the approvals of the members of the Company are sought.

None of the Directors, Key Managerial Personnel and their relatives are interested in the aforesaid resolution.

The Board recommends this resolution for approval by the Members of the Company as an ordinary resolution.

For _______________________

____________

Director

DIN: ________

Address: ____________

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Resignation Letter Format

  • By : abiZa Team
  • May 13, 2019
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Below is the draft format of resignation letter.

Date:

To,

Sub: Resignation from the post of Directorship of the Company

Dear Sir, 

Due to my pre-occupation elsewhere, I am not in a position to devote my time to the affairs of the Company. Accordingly, I am submitting my resignation as Director of the Company with effect from _____________

Kindly acknowledge the receipt and arrange to submit the necessary forms with the office of the Registrar of Companies to that effect and give intimation to all the concerned departments and give a copy of the same to me for my reference and record.

Thanking You,

Yours faithfully,

_________

Director

DIN: _______

Address:

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The Company after receiving resignation of any of its director is required to take note of the same by passing the following resolution. Below is the format for taking note of resignation letter received from any director.

 

CERTIFIED TRUE COPY OF RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF HELD ON , , 2018 AT (IST) AT

Taking note of resignation of Mr. ________ from the directorship

The Chairman placed before the Board resignation letter dated _____________ received from Mr. _______ (DIN: ___________) for their perusal. He further informed that due to pre-occupation, Mr. __________ won’t be able to devote his time to the affairs of the Company and had decided to resign with effect from ___________.

The Board after some initial discussion passed the following resolution:

RESOLVED THAT the resignation of Mr. _________ (DIN: __________) from the directorship of the Company be and is hereby accepted with effect _____________

RESOLVED FURTHER THAT the Board places on record their appreciation for the assistance and guidance provided by ______________- during his tenure as Director of the Company.

RESOLVED FURTHER THAT any directors of the Company be and is hereby authorized to do all such acts and deeds as may be deemed necessary to give effect to the above resolution.”

 

//Certified True Copy\\

For _____________-

__________

Director

DIN: _____________

Add:

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Every Company shall have a Board of Directors consisting of Individuals as Director. Additional Director, Alternate Director, Independent Director, Nominee Director are the various types of Directors that can be appointed in a Company.

 

CERTIFIED TRUE COPY OF RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF HELD ON , , 2018 AT (IST) AT

APPOINTMENT OF ___________ (DIN: _______) AS ADDITIONAL DIRECTOR OF THE COMPANY

RESOLVED THAT pursuant to the provisions of Section 161 of the Companies Act, 2013 and other applicable provisions (including any modification or re-enactment thereof), if any, ________ (DIN: ________), who has signified her consent to act as a director, be and is hereby appointed as an Additional Director of the Company to hold office with effect from __________- and shall hold office upto the date of the ensuing Annual General Meeting of the Company.

RESOLVED FURTHER THAT any director and/or authorized representative of the Company be and is hereby authorized to do all acts, deeds, matters and things as may be deemed necessary and to sign and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid resolution along with filing of necessary e-form(s) with the Registrar of Companies.”

 

//Certified True Copy//

For ________________

___________

Director

DIN: ________

Address: ____________

 

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