allotment of shares in preferential under Companies Act 2013

The allotment of shares in preferential basis involves the following: PROVISIONS Applicable Sections & Rules a. Sec.62(1)(c); b. Section 42; c. Rule 14 of Companies (Prospectus & Allotment of Securities) Rules 2014 d. Rule 13 of Companies (Share Capital & Debentures) Rules 2014. PROCEDURE S. NO Sections/ Rules Provision Action to be taken 1 62(1)(c) - Shares issued to the persons other than the existing shareholders Convening EGM and Passing SR · Preparation of draft EGM notice for passing special resolution for the issue · Pass Board resolution for convening EGM and approving draft notice of EGM · Hold EGM and pass special resolution · File Form MGT.14 with ROC with copy of special resolution 2 62(1)(c) Valuation Report required Certificate for valuation of shares from CA with minimum 10 years experience 3 42(1) - Issue of Preferential allotment offer letter Convene BM · Preparation and approval of draft letter of offer in Form PAS-4 and maintain record in Form PAS-5 · Authorisation for opening of separate bank a/c for getting application money · File PAS-4 with ROC in eform GNL-2 along with Valuation report and Extracts of BM within 30 days of circulation (i.e Date of BM) · File PAS-5 with ROC in eform GNL-2 along with Valuation report and Extracts of BM within 30 days of circulation (i.e Date of BM) 4 Section 42(6), 42(9) & 179(3)(c) - Convene BM ·Get share application money in a separate Bank Account · Board Resolution for Allotment of shares · File PAS-3 with ROC within 30 days of 15-10-14 (i.e date of BM) along with Extracts of BM, Valuation Report, List of Allottees, PAS-4 & PAS-5 · File MGT-14 with ROC within 30 days of 15-10-14 (i.e date of BM) along with Extracts of BM