FURTHER ISSUE OF SHARE CAPITAL
PRIVATE PLACEMENT
PRIVATE PLACEMENT
As per (section 23) a Public Company or Private Company may issue securities in any of the
Following manner:
Issue of Securities
Public Company Private Company
•To public through prospectus • Private Placement
• Private placement •Rights or Bonus Issue
• Rights issue or a bonus issue
Sec: 62 Further Issue of Share Capital can be made to following parties:
a) Existing Shareholders
b) Employees Stock Option Scheme
c) Any Other person, if Special Resolution is Passed and price of such shares is determined
by the Valuation Report of a Registered Valuer. The Company is also required to comply
the provisions of section 42 of the Act.
Note:
**Registered Valuer means any Independent Merchant Banker who is registered with
SEBI or an Independent CA in practice having minimum10 years of experience (Rules to
Chapter 3).
Rule 13 Companies (Share Capital and Debentures) Rules, 2014
Meaning of Preferential Allotment: It means an issue of shares or other securities, by a
Company to any select group of persons on a preferential basis.
Following Points to be considered while making before making Preferential Offer:
i) Authorised by its AOA.
ii) Special Resolution is passed.
iii) Securities allotted should be fully paid up.
iv)Need to make certain disclosure in Explanatory Statement.
v) Allotment should be completed within 12 months.
vi) Valuation Report from Registered Valuer.
Sec42:
Private Placement It 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.
However, the Company has to comply the following mentioned 7 points even in case
of Preferential Allotment.
Following Points to be considered while making Private Placement:
1. Share Application money should be kept in separate bank account.
2. The names of subscribers to issue should be recorded before making invitation to
subscribe.
3. Allotment should not be made exceeding 200 persons in a FY (excluding QIB or
Employee under ESOPs)
4. Allotment must be made for not less than Rs 20000/‐ of face value of the securities for
each allotee.
5. Mode of Payment: Share application money should be paid through Cheque or DD or
other Banking Channels.
6. Time period of Allotment: Allotment of securities should be made within 60 days from
receiving the application money. If not able to allot, then repay SAM within 15 days.
7. Default: If default is made in repayment, then pay with interest rate of 12% p.a.
DRAFT FORMAT
FORM NO. PAS-
4
Private
Placement Offer Letter
Pursuant to
Section 42 and rule 14(1) of Companies
(Prospectus
and Allotment of Securities) Rules, 2014)
1. GENERAL
INFORMATION
Sl.No
|
Particulars
|
Details
|
(a)
|
Name | |
Address:
Registered
Office
Corporate
office
Website
Email
ID
Contact
No.
|
||
(b)
|
Date of incorporation | |
(c)
|
Business
carried on by the Company and its Subsidiaries with the details
of branches or units ,if any
|
|
(d)
|
Brief Particulars of the management of the company | Enclosed as Annexure – I & II |
(e)
|
Names, Addresses, DIN and Occupation of the Directors |
Enclosed
as Annexure – I & II
|
(f)
|
Management
‘s Perception of risk Factors
|
|
(g)
|
Details
of default,if any, including therein the amount involved,
duration of default and present status, in repayment of the
following:
|
|
(i)
|
Statutory dues; | |
(ii)
|
Debentures and interest thereon; | |
(iii)
|
Deposit and interest thereon; | |
(iv)
|
Loan
from any bank or financial institution and interest thereon
|
|
(h)
|
Names,
Designation, Address and phone number ,email ID of the nodal/
compliance officer of the company, if any, for the private
placement offer process
|
Name
Designation:
Address:
Email
Id:
|
2.
PARTICULARS OF THE OFFER
Sl.No
|
Particulars
|
Details
|
(a)
|
Date
of passing of Board Resolution;
|
|
(b)
|
Date
of passing of resolution in the General Meeting, authorizing the
offer of securities;
|
|
(c)
|
Kind
of securities offered (i.e whether share or debenture) and class
of security;
|
|
(d)
|
Price
at which the security is being offered
Including
the premium, if any , along with
Justification
of the prices;
|
Justification:.
|
(e)
|
Names
and address of the valuer who performed valuation of the security
offered;
|
Name:
Address:
|
(f)
|
Amount which the company intends to raise by way of securities; | |
(g)
|
Terms
of raising of securities: Duration, if applicable, rate of
dividend or rate of interest, mode of payment and repayment:
|
|
(h)
|
Proposed time schedule for which the offer letter is valid; | |
(i)
|
Purposes
and objects of the offer
|
Purpose:.
|
(j)
|
Contribution
being made by the promoters or directors either as part of the
offer or separately in furtherance of such objects;
|
|
(k)
|
Principle terms of assets charged as security, if applicable. |
3.
DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION ETC.
Sl.
No
|
Particulars
|
Details
|
|||||
(i)
|
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.
|
.
|
|||||
(ii)
|
Details
of any litigation or legal action pending or taken by any
ministry or Department of the Government or a Statutory authority
against any promoter of the offeree Company during the last three
years immediately preceding the year of the circulation of the
offer letter and any direction issued by such ministry or
Department or statutory authority upon conclusion of such
litigation or legal action shall be disclosed.
|
||||||
(iii)
|
Remuneration
of Directors (during the current year and last three financial);
|
Directors
|
Financial
Year (Amt in Rs.)
|
||||
| 2010-11 | 2011-12 | 2012-13 | 2013-14 | ||||
(iv)
|
Related
party transactions entered during the last three financial years
immediately preceding the year of circulation of offer letter
including with regards to loan made or, guarantees given or
securities provided
|
||||||
(v)
|
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.
|
||||||
(vi)
|
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 proceeding the year of
circulation of offer letter in the case of company and all of its
subsidiaries. Also if there were any prosecution 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.
|
||||||
(vii)
|
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
|
||||||
4. FINANCIAL
POSITION OF THE COMPANY
| Sl.No | Particulars | Details | ||||||||||||||||||||||||||||||||
(a)
(i)
|
The
capital structure of the company in the following manner in a
tabular form :
(a)
The Authorized, Issued, Subscribed and Paid up capital (number of
securities, description and aggregate nominal value);
(b)
size of the present offer;
(c)
paid up capital
(A)
after the offer;
(B) after
conversion of convertible instruments (if applicable)
(d) share
premium account (before and after the offer
|
Authorized
Capital:
Issued,
Subscribed & Paidup Capital:
|
||||||||||||||||||||||||||||||||
| (ii) |
Details
of Allotment made in the last one year
|
|||||||||||||||||||||||||||||||||
Existing
Share Capital (Authorized & paid up
capital)
|
Authorized
Capital:
Paid
up Capital:
|
|||||||||||||||||||||||||||||||||
(b)
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.
|
|
|||||||||||||||||||||||||||||||||
(c)
Dividends
declared by the
company in respect of the
said three financial years
interest coverage ratio for
last three years (cash
profits after tax
plus
interest paid/interest paid)
| ||||||||||||||||||||||||||||||||||
(d)
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.
|
*PBDT-
Profit Before Depreciation and Tax
**PBT
– Profit Before Tax
|
|||||||||||||||||||||||||||||||||
(e)
Audited Cash Flow Statement for the three years immediately
preceding the date of circulation of offer letter;
|
Annexure
– IV
|
|||||||||||||||||||||||||||||||||
(f)
Any change in accounting policies during the last three years and
their effect on the profits and the reserves of the company.
|
5. A
DECLARATION BY THE DIRECTORS THAT -
(a)
The
company has complied with the provisions of the Act and the rules
made thereunder;
(b) 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;
(c) 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 6 dated
16.07.2014 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.
Date:
Place:
Signature
ANNEXURE –
I & II
S.No
|
Name
|
DIN.No
|
Occupation
|
Addreess
|
1
|
||||
2
|
||||
3
|
||||
4
|
||||
5
|
ANNEXURE –
III
Sl.
No
|
Date
of Allotment
|
No
of Shares Allotted
|
Face
Value of Each Share
|
Price
(Total
Amount)
|
Form
of Consideration
|
1
|
|||||
2
|
|||||
3
|
|||||
4
|
|||||
5
|
|||||
Board resolution for allotment
EXTRACT
OF THE RESOLUTION OF THE MEETING OF BOARD OF DIRECTORS OF
M/S. -------------LIMITED HELD ON ----DAY-----, 2014 AT
2.00 P.M AT ITS REGISTERED OFFICE SITUATED
---------------------------
ITEM
# 3: ALLOTMENT OF SECURITIES TO M/S. ---------------AND CONSEQUENT
AMMENDMENTS TO THE STATUTORY REGISTERS OF THE COMPANY
“RESOLVED
THAT
pursuant to the provisions of Section 39 read with Section 62(1)(c)
and all other applicable rules and provisions, if any, of the
Companies Act, 2013 (including any statutory modification(s) or
re-enactment thereof for the time being in force), the Foreign
Exchange Management Act, 1999 and in accordance with the enabling
provisions of the Memorandum and Articles of Association of the
Company , the consent of the Board be and is hereby accorded to allot
-------(----only) Equity Shares of ------------- Rs
10/- (Rupees Ten)
each to M/s.------------, on a preferential basis.”
“RESOLVED
FURTHER THAT
Mr.------, Director and/or any other Directors of the Company be and
are hereby jointly and severally authorized by the Company to do all
acts, deeds and things necessary for the issue and allotment of above
mentioned securities including payment of requisite stamp duty, fees
and other amounts, execution, stamping, issuance and delivery of the
share certificates, affixing the common seal of the Company on the
said certificate in the presence of any two Directors make
appropriate entries to reflect the allotments in the statutory
registers maintained by the Company, signing and submission of all
documents including the Form FC-GPR to the Reserve Bank of India and
to do such other acts and to execute such documents and writings as
they may consider necessary or desirable in connection with the issue
of the aforesaid securities or to give effect to the above
resolution.”
//Certified
True Copy//
For
------------------------------------Limited
Director
DIN No:
Covering Letter
Date:
----
To,
The
Board of Directors
M/s.
----
Dear
Sir(s),
Sub:
Issue of ---Equity
Shares of Rs. 10/-
each (Rs.10/- face value
aggregating to Rs. -----/- on preferential basis.
Ref:
Sec 42 of Companies Act, 2013 & Rule 14 of Companies (Prospectus
and Allotment of Securities) Rules, 2014.
Keeping
in view the present financial requirements, the Company intends to
raise the required funds by induction
of Equity Share Capital by issue of Equity Shares on preferential
basis.
In
view of regulatory compliance the Shareholders of the Company have
passed a special resolution at the Extra-Ordinary General Meeting
held on----, 2014 approving the issue of Equity
Shares
on preferential basis for an amount up to Rs. ----/- divided into
-----Equity
Shares of Rs. 10/- each
to M/s. ------
We
are pleased to inform you that you are entitled to subscribe to the
“Equity
Shares issued on Preferential Basis”
in reference to conditions and details laid down, hereunder in the
application form and Board resolution.
You
are requested to fill in the enclosed application form and submit the
same along with full amount on or before the close of business hours
on ------(date).
Thanking
You
For
and on behalf of
-------------------Limited
Director
Encl:
1. Share Application Form
FORM
PAS- 5
FORM
PAS- 5
Record
of a Private Placement offer to be kept by the Company
[Section
42 (7) and Rule 14(3) of Companies
(Prospectus
and Allotment of Securities) Rules, 2014]
Name of the
Company :
Registered
office of the Company :
CIN
:
DETAILS OF
PRIVATE PLACEMENT OFFER:
Date of
approval of shareholders :
Amount of the
offer :
Date of
circulation of private placement offer letter :
Following are
the details of the persons to whom private placement offer letter has
been circulated:
| Sr.No | Particulars | Details |
| (i) | Name | |
| (ii) | Father’s Name | |
| (iii) | Completed Address including Flat/House Number, Street, Locality, Pin Code | |
| (iv) | Phone number, if any | |
| (v) | Email ID, if any |
Initial of the Officer
of the Company Date: designated to keep the Record
List of Allotees
//LETTER HEAD//
ANNEXURE
TABLE
A
Name of the Company
|
M/s. ---------------Limited |
Date of Allotment
|
|
Type of Share Allotted
( Equity or Preference)
|
|
Nominal Amount per
Share (In Rs.)
|
Rs. 10/- |
Premium/ (Discount)
amount per share (in Rs.)
|
|
Total number of
Allottees
|
|
Brief
particulars in respect of terms and condition,
voting rights etc.
|
Ranking pari passu with existing shares in all respects |
TABLE
B
S. No.
|
Name
&
Occupation
of
Allottee
|
Address
of
Allottee
|
Nationality
of
the
Allottee
|
Number
of
Equity Shares of Rs.10/- each
allotted
|
Total
amount paid in
Rs.
|
Total
amount to be
paid
on calls
Rs.
|
Name:
Occupation:
Business
|
-
|
|||||
Total
|
-
|
|||||
TABLE
C (List of allotees, applicable in case of allotment of shares for
consideration otherwise than in cash)
S.
No.
|
Name
&
Occupation
of
Allottee
|
Address
of
Allottee
|
Nationality
of
the
Allottee
|
Number
of
shares
allotted
|
Wheather shares
allotted as fully or partly paid up
|
If
partly paid up amount outstanding
Rs.
|
NOT APPLICABLE
|
||||||
TABLE
D (List of allottees, applicable in case of allotment of bonus
shares)
S.
No.
|
Name
&
Occupation
of
Allottee
|
Address
of
Allottee
|
Nationality
of
the
Allottee
|
Number
of shares allotted
|
NOT
APPLICABLE
|
||||
For
------------------------------ Limited
Director
DIN:
-------------
NOTICE OF EXTRA ORDINARY GENERAL MEETING
NOTICE OF EXTRA ORDINARY GENERAL
MEETING
NOTICE IS HEREBY GIVEN THAT AN
EXTRA-ORDINARY GENERAL MEETING OF THE MEMBERS OF -----------WILL BE
HELD ON ---day of -----AT 11:00 A.M AT ITS REGISTERED OFFICE SITUATED
AT ----------------------------------
ITEM # 1: ISSUE
OF SHARES TO M/S.
---------------ON
PREFERENTIAL BASIS
To consider and, if thought fit, to pass
with or without modifications, the following resolution as a Special
Resolution:
“RESOLVED
THAT pursuant
to the provisions of Section 42, 62 of the Companies Act, 2013 and in
compliance with the Companies (Prospectus & Allotment of
Securities) Rules, 2014 and all other applicable provisions, if any,
of the Companies Act, 2013 (including any statutory modifications
thereto or re-enactment thereof for the time being in force), Foreign
Exchange Management Act, 1999 and in accordance with the provisions
of Article of Association of the Company, and subject to the
approval, consent, permission and/or sanction, as may be required
from the Reserve Bank of India, if any, Foreign Investment Promotion
Board, Financial institutions and any other appropriate authority,
Institution or Body and subject to such terms, conditions
alterations, corrections, changes, variations and/or modifications,
if any, as may be prescribed by any one or more or all of them in
granting such approval, consent, permission and/or sanction, and the
approval of shareholders of the Company be and is hereby accorded to
the company to create, offer, issue and allot up to ----------
(---only) equity shares of Rs. 10/-
each (Rupees Ten Only) as fully paid up equity shares in the Capital
of the Company on preferential basis, in accordance with Rule 14 of
Companies (Prospectus and Allotment of Securities) Rules, 2014.
“RESOLVED
FURTHER THAT
the draft of the Offer Letter, proposed to be issued to
M/s.----------------------,
along with other documents be and is hereby approved.”
“FURTHER
RESOLVED THAT---------------,
Director of the Company
and/or any other Director of the Company be and is hereby authorized
to file necessary forms with the Registrar of Companies and other
Statutory authorities in respect of issue of the Offer Letter to the
respective persons after obtaining the approval of the shareholders
and to do all other acts, deeds, things and matters as may be deemed
expedient to give effect to the aforesaid resolution.”
Sl
No.
|
Name
& Address, Occupation
|
No.
of Equity Shares @ Rs. 10/-
each
|
1.
|
Name:
Address:
Occupation:
|
|
| TOTAL |
For and on Behalf of Board of Directors
of
___________________________________
___________________________________
Date:
Place:
NOTES:
1.
Explanatory statement pursuant
to Section 102 of the Companies Act, 2013 is annexed hereto.
2. A
member entitled to attend and vote at the meeting is entitled to
appoint one or more proxies to attend and vote instead of himself and
such proxy need not be a member of the Company.
3. The instrument(s) appointing the proxy,
if any, shall be delivered at the Registered Office of the company
not less than 48 hours before the commencement of the Meeting and in
default, the instrument of proxy shall be treated as invalid. Proxies
shall not have any right to speak at the meeting.
4.
Members are requested to bring their copy of the notice to the
meeting.
EXPLANATORY STATEMENT PURSUANT TO
SECTION 102 OF THE COMPANIES ACT, 2013
ITEM
# 1: ISSUE OF SHARES TO
M/S.
-------------ON
PREFERENTIAL BASIS
The
Company along with the shareholders has entered into a Share
Subscription Agreement dated
----------with M/s.
-------------with respect to
the subscription of Equity Shares of the Company.
As
per Agreement, the Company will issue
(a)
up to -------(---------- only) Equity
Shares of Rs
10/- (Rupees Ten) each to
-----based
Limited company
As
per Section 42 of the Companies Act, 2014 read with Companies
(Prospectus and Allotment of Securities) Rules, 2014, prior approval
of the shareholders is required for offering and issuing of the
Equity Shares
to ------------on preferential
basis to the person specified as under:
(i)
Additional details as required under Rule 9 and Rule 13 of Companies
(Share Capital and Debentures) Rules, 2014 and Rule 14 of the
Companies (Prospectus and Allotment of Securities) Rules, 2014 are
stated below:
S.
No.
|
Particulars
|
Details
|
1.
|
The
objects of the issue
|
|
2.
|
The
total number of shares to be issued
|
i)
up to ------- (One ----only)
Equity Shares of Rs 10/- (Rupees
Ten only) each to M/s. -------in one or more tranches on a
preferential basis in one or more tranches in accordance with the
SSA.
|
3.
|
The
price or price band at/within which the allotment is proposed
|
(i)
up to ----(---- only) Equity
Shares of Rs 10/- (Rupees Ten
only) each to M/s. ----------in one or more tranches, for an
aggregate purchase price of up to the Indian Rupees Rs.
-------(Rupees -----only) on a preferential basis in accordance
with the SSA.
|
4.
|
Basis
on which the price has been arrived at along with report of the
registered valuer
|
The
value per equity share of the Company on a going concern basis
based on the book value as arrived at by M/s.-----., Chartered
Accountants; Mumbai, India is Rs--- per --- share of Rs. 10/-
each.
|
5.
|
Relevant
date with reference to which the price has been arrived at
|
--------,
being the date of the share subscription agreement
|
6.
|
The
class or classes of persons to whom the allotment is proposed to
be made
|
Preferential
allotment is proposed to be made to M/s. -------
|
7.
|
Intention
of promoters, directors or key managerial personnel to subscribe
to the offer
|
Rs.
------.
|
8.
|
The
proposed time within which the allotment shall be completed
|
Subject
to the terms and conditions of the SSA, the proposed issuance by
the Company would be completed as soon as practicable, after the
approval of the shareholders by a special resolution is obtained
for the proposed allotment, but in any event within a period of
twelve months from the date of passing of this special resolution.
|
9.
|
The
names of the proposed allottees and the percentage of post
preferential offer capital that may be held by them
|
M/s.
-------– -----%
|
10.
|
The
change in control, if any, in the company that would occur
consequent to the preferential offer
|
The
existing promoters of the Company would continue to be in control
over the Company subsequent to the preferential offer.
|
11.
|
The
number of persons to whom allotment on preferential basis have
already been made during the year, in terms of number of
securities as well as price;
|
1.
2.
|
12.
|
The
justification for the allotment proposed to be made for
consideration other than cash together with valuation report of
the registered valuer
|
The
Share Valuation is done by--------., Chartered Accountants
|
13.
|
Nature
of such shares i.e. cumulative or non - cumulative, participating
or non - participating, convertible or non – convertible.
|
|
14.
|
Manner
of issue of shares
|
|
15.
|
The
terms of issue, including terms and rate of dividend on each
share, etc.
|
|
16.
|
The
terms of redemption, including the tenure of redemption,
redemption of shares at premium and if the preference shares are
convertible, the terms of conversion
|
|
17.
|
The
manner and modes of redemption
|
|
18.
|
The
expected dilution in equity share capital upon conversion of
preference shares
|
Please
refer to the pre and post allotment shareholding pattern set out
below
|
Pre
and Post Shareholding
Sr.
No.
|
Category
|
Pre
issue
|
Post
issue
|
||
No.
of Shares held
|
%
of share holding
|
No.
of Shares held
|
%
of share holding
|
||
A
|
Promoters’
holding :
|
||||
1.
|
Indian
:
|
||||
Individual
|
|||||
Bodies
Corporate
|
|||||
Sub
Total
|
|||||
2.
|
Foreign
Promoters
|
||||
Sub
Total
(A)
|
|||||
B
|
Non-Promoters’
holding:
|
||||
1.
|
Institutional
Investors
|
||||
Non-Institution
:
|
|||||
Private
Corporate Bodies
|
|||||
Directors
and Relatives
|
|||||
Indian
Public
|
|||||
Others
(Including NRIs and Foreign Corporate Bodies)
|
|||||
Sub
Total
(B)
|
|||||
Grand
Total
|
|||||
A copy of the valuation certificate issued by M/s.----., Chartered Accountants is attached and will also be tabled at the shareholders meeting.
None
of key managerial personnel or their relatives are deemed to be
interested in this resolution.
The
Board recommends the resolutions in Item No. ---of the notice for
adoption as a special resolution.
.
For and on Behalf of Board of Directors
of
Date:
Place:
EXTRACT
OF THE RESOLUTION PASSED BY THE MEMBERS OF
M/s. --------HELD ON --------
DAY, ----, 2014 AT 11:00 AM AT
_______________________________________________________________________
ITEM # 2: ISSUE
OF SHARES TO M/S. --------------------ON PREFERENTIAL BASIS
“RESOLVED
THAT pursuant
to the provisions of Section 42, 62 of the Companies Act, 2013 and in
compliance with the Companies (Prospectus & Allotment of
Securities) Rules, 2014 and all other applicable provisions, if any,
of the Companies Act, 2013 (including any statutory modifications
thereto or re-enactment thereof for the time being in force), Foreign
Exchange Management Act, 1999 and in accordance with the provisions
of Article of Association of the Company, and subject to the
approval, consent, permission and/or sanction, as may be required
from the Reserve Bank of India, if any, Foreign Investment Promotion
Board, Financial institutions and any other appropriate authority,
Institution or Body and subject to such terms, conditions
alterations, corrections, changes, variations and/or modifications,
if any, as may be prescribed by any one or more or all of them in
granting such approval, consent, permission and/or sanction, and the
approval of shareholders of the Company be and is hereby accorded to
the company to create, offer, issue and allot up
to -------(One ----only) equity shares of Rs. 10/- each (Rupees Ten
Only) as fully paid up equity shares in the Capital of the Company
on preferential basis, in accordance with Rule 14 of Companies
(Prospectus and Allotment of Securities) Rules, 2014.
“RESOLVED
FURTHER THAT
the draft of the Offer Letter, proposed to be issued to M/s.-------,
along with other documents be and is hereby approved.”
“FURTHER
RESOLVED THAT
Mr.
--------, Director of the
Company and/or any other Director of the Company be and is hereby
authorized to file necessary forms with the Registrar of Companies
and other Statutory authorities in respect of issue of the Offer
Letter to the respective persons after obtaining the approval of the
shareholders and to do all other acts, deeds, things and matters as
may be deemed expedient to give effect to the aforesaid resolution.”
Sl
No.
|
Name & Address,
Occupation
|
No.
of Equity Shares @ Rs. 10/-
each
|
1.
|
Name:
Address:
Occupation:
Business
|
|
| TOTAL |
//
CERTIFIED TRUE COPY//
For and on Behalf of Board of Directors
of
Director
Share Application form
For
Private Circulation only
This
application form is specifically addressed to the following addressee
in accordance with Rule 14(b) under Companies ( Prospectus and
Allotment of Securities) Rules, 2014 read with Section 42 of the
Companies Act, 2013 and not to be used by any other person.
APPLICATION
FORM
(Please
Read Carefully the instructions)
(Company
Name—Limited)
(Incorporated
under Companies Act, 1956)
Registered
Office: --------------------------
Serial
No :
|
1
|
TERMS
OF PAYMENT
PAYABLE
ON APPLICATION Rs. ______/- PER SHARE
|
|
The Board of
Directors,
---------Limited
Registered
Office: -----
Dear Sir(s),
I
am submitting herewith my application for ________ Equity
Shares of Rs. 10/-
each in the company. The full nominal value is paid as shown below. I
agree to abide by the provisions of the Memorandum and Articles of
Association of the Company and the rules and regulations made by the
Board for the issue of these shares.
Number
of Equity Shares applied for
|
Amount
(in words):
Amount
(in figures)
In
Cash
|
Figures:
|
|
Words:
|
Sole/First Applicant NAME SURNAME Date
Name
in full (Mr)
|
PAN/FIR
NO.
|
||
ADDRESS
IN FULL
|
|||
Income-tax
Circle/Ward/District
|
|||
OCCUPATION
|
BUSINESS
|
Age:
|
USUAL
SIGNATURE
|
Father’s
Name (in full)
|
|||
Sole/
Second Applicant NAME
SURNAME Date
Name
in full (Mr)
|
PAN/FIR
NO.
|
||
ADDRESS
IN FULL
|
|||
Income-tax
Circle/Ward/District
|
|||
OCCUPATION
|
Age:
|
USUAL
SIGNATURE
|
|
Father’s
Name (in full)
|
|||
Specimen
Signature(s)
Sole/First
Applicant………………………….
Second
Applicant…………………………….
|
FOR
OFFICE USE ONLY
|
Folio
No:
|
To
be filled in by applicant other than Individual
|
FOR
OFFICE USE ONLY
|
Folio
No:
|
APPLICANT’S
NAME IN FULL (CAPITALS) SPECIMEN SIGNATURE
APPLICANT’S
ADDRESS
ADDRESS
|
|
STREET
|
|
CITY
|
|
STATE
|
|
COUNTRY
|
|
PIN
|
NOMINATION
PARTICULARS: We hereby Nominate the following person or persons as
our Nominee.
Name
in full
|
RELATION
WITH APPLICANT
|
|
Address
in full
|
||
Occupation
|
||
Husband’s
name (in full)
|
Usual
Signature
|
DETAILS
OF PAYMENT
Funds
shall be transferred to -------- Limited’
Account
number:
IFSC
Code:
Account
name:
Branch
name:
|
WE
are a private
limited company
duly incorporated under the Companies Act, 1956 (Corporate
Identification Number:-------------).
We
bind ourselves to these Terms and Conditions and wish to apply for
allotment of
the Equity Shares.
We request you to please place our name(s) on the Register of
Members.
| Name of the Authorised Signatory(ies) | Designation | Signature |
___________________
FOR
OFFICE USE ONLY
DATE
OF RECEIPT ______________________ DATE OF
CLEARANCE _________________
|
For
Private Circulation only
INSTRUCTIONS
HOW
TO APPLY
- Application must be completed in full in Block letter in English except for Signature(s) and should be made by Indian National resident in India only.
- An applicant should submit only one Application (and not more than one) for the total number of Equity Shares required. Two or more applications in single and/or joint names will be deemed to be multiple applications if the sole/and or/the first applicants are one and the same. The Board reserves the right to reject in its absolute discretion all or any multiple applications.
- Application must be in the names of individuals, limited Companies, statutory corporation and NOT in the name of minors, partnership firms or their nominee(s) or agents of any of them.
- Application must be in single or joint names (not more than three) in the case of Joint applicants, the signatures and the particulars of each applicant should be given in the space provided in the application form for such application. All communications will be addressed and refunds, if any, will be made payable to the applicant whose name appears first in the application forms at the address given.
- In case of Applications made under Power of Attorney by limited Companies, corporate bodies or registered societies, the relevant power of attorney or the relevant resolution or authority as the case may be, or a duly certified copy thereof along with a copy of the memorandum and Articles of Association and/or bye laws must be lodged with the Company simultaneously with the submission of the application form quoting the serial number of the Application form failing which the application is liable to be rejected.
- Signatures other than in English, Hindi, Tamil, Gujarati, Marathi, Kannada, Telugu, Malayalam, Bengali or Urdu and thumb impressions must be attested by Magistrate or a special executive Magistrate or a Notary public under his official seal.
MODE
OF PAYMENT
- Payment shall be made in Cheque/draft drawn on any bank including a Co-operative bank which is situated at and is a member or sub member of the Banker’s Clearing house payable at Hyderabad drawn in favour of Toyotsu Rare Earths India Private Limited and the Cheque/draft/pay order should be crossed and Account payee only. NO receipt need be issued for the application money. However the office receiving the application form will acknowledge the receipt by signing and returning to the applicant the acknowledgement slip at the bottom for the application form.
- A Separate Cheque/Draft must accompany each application form.
DISPOSAL
OF APPLICATION/APPLICATION MONEY
- Applications which are not complete in all respects are liable to be rejected.
- The Board of Directors reserve the right to accept or reject any application in whole or in part without assigning any reason thereof. If an application is rejected in full the whole of the application money received will be refunded to the applicant. No interest will be payable on the application money so refunded.
GENERAL
- This application is meant for private circulation and not for use by the general public.
- Attention of the applicants is drawn to the provisions of Section 38(1) of the Companies Act, 2013 which is reproduced below:
Any
person who
- Makes or abets making of an application in a fictitious name to a Company for acquiring, or subscribing for, its securities; or
- Makes or abets making multiple applications to a Company in different names or different combinations of his name or surname for acquiring or subscribing for its securities; or
- Otherwise induces directly or indirectly a Company to allot, or register any transfer of, securities to him, or to any other person in a fictitious name, shall be liable for action under section 447.
NOTE: All
communications in connection with application should be addressed to
the company at its Registered office, giving the name of the first
applicant serial number of the application form and the number of
shares applied for and the Cheque No. and name of the Bank and its
branch where it is payable.
Counter
Foil
---------------------LIMITED
Registered
Office:, --------
Application
No. 1
Received
from No.
of Equity shares applied for
Mr/Ms/Mrs. In
figure : shares
Address: In
words : only
Amount
paid (in Rs)
In
words
In
Cash
Thanks & Regards,
Meetesh Shiroya
