Allotment of shares

After sub-division is approved by the members, the following resolution is required to be passed by the Board for sub-division of the Share Certificates:

“Resolved that the Share Certificates No. —— to —— bearing Distinctive Nos. 1 to —— be and are hereby cancelled on sub-division of the share capital of the Company by changing the nominal value of the equity shares from the present denomination of Rs. — per share to Rs. — per share.

Resolved further that all the share certificates be re-called and cancelled and new share certificates with re-arranged distinctive numbers be issued under the Common Seal of the Company and Mr ———— and Mr ————, Directors of the Company be and are hereby authorised to sign the same and Mr ————, be and is hereby authorised to countersign the certificates and to take such other steps as may be required in this connection.”

Issue of shares to the Subscribers

Note

(In case of Pvt Company take this in the first Board meeting and in case of a Public Company take this in the Second Board Meeting)

The Chairman informed the Board that the Company had received an amount of Rs ——/- from the subscribers to the Memorandum of Association towards payment in full, in respect of — Equity Shares taken by them. The Board discussed the matter and it was:

“Resolved that — equity shares of Rs. —/- each fully paid up, under distinctive numbers —— to —— (both numbers inclusive), be and are hereby issued to the Subscribers to the Memorandum of Association as agreed to be subscribed by them as per the following details:

Name of Subscribers	Certificate No.	Distinctitive No.		No. of Shares
		From	To
Total

Resolved further that necessary share certificates be issued for the aforesaid shares under the Common Seal of the Company and Mr ——— and  Mr ———, Directors of the Company be and are hereby authorised to sign the same and Mr ——, be and is hereby authorised to countersign the same and to take such other steps as may be required in this connection.”

Allotment of shares

                                                                   (Other than 'Public Issue')

The Chairman informed the Board that some applications for the allotment of —— equity shares of the Company had been received and the same had been processed and found in order and shares could be allotted to these applicants. The Board discussed the matter and the following resolution was passed unanimously in this regard:

“Resolved that —— equity shares of Rs. —/- each fully paid, under distinctive numbers —— to —— (both numbers inclusive) be and are hereby allotted to the several persons as per the following detail:

Folio No.	Name of allottee	No. of shares	Certificate No.	Distictive No.
				From	To

Resolved further that appropriate share certificates be issued for the aforesaid shares under the Common Seal of the Company and Mr ——— and  Mr ———, Directors of the Company be and are hereby authorised to sign the same and Mr ——, be and is hereby authorised to countersign the same.

Resolved further that Mr ——— and Mr ———, Directors be and are hereby authorised, jointly and severally to sign and file the necessary form and papers with the  Registrar of Companies and to take such other steps as may be required in this regard.”

Allotment of shares to the Public and Promoters

(In case of Public Issue)

The Chairman informed the Board that the Company had received very good response to its public issue and the same was over subscribed/ fully subscribed. A copy of the scheme of allotment approved by the regional stock exchange was placed before the meeting. It was informed that the Company had also received applications from promoters and their associates. The matter was discussed and the following resolution was passed in this connection:

“Resolved that —— equity shares of Rs. 10/- each fully paid of the Company as per the share application forms placed before the meeting be and are hereby allotted to the promoters and their associates.

Resolved further that with respect to the Public Issue of the Company,———— Equity Shares of Rs. 10/- each partly paid up be and are hereby allotted to the respective applicants as per the Basis of Allotment approved by the —————— Stock Exchange.

Resolved further that the Share Certificates in respect of Share allotted as aforesaid be issued under the Common Seal of the Company and the same be signed mechanically by Mr ————— and Mr ————, Directors and countersigned manually by Mr —————— or Mr ————— as authorised signatory.

Resolved further that Mr —————— , Director of the Company be and is hereby authorised to sign and submit the necessary forms with the Registrar of Companies and to take such other steps as may be necessary in this regard.”

To call allotment money

Discussion:

Resolution:

“Resolved that pursuant to the provisions of section 292 of the Companies Act, 1956 and prospectus dated ———— of the Company, the allotment money @ Rs —— per share after adjusting the excess application money therefrom, if any, be and is hereby called on ———— equity shares offered to the general public in terms of the prospectus of the Company and allotted as per the scheme of basis of allotment approved by —— Stock Exchange.

Resolved further that Mr ————, Director of the Company be and is hereby authorised to send allotment advice cum call money notice to the concerned allottees and to sign the fully paid endorsements on the share certificates in respect of which allotment money is received and to take such other steps as may be required in this connection.”

To empower Board to make First Call

Discussion:

Resolution:

“Resolved that pursuant to the provisions of Section 292 of the Companies Act, 1956, and other applicable provisions, if any, and subject to the provisions of Articles of Association of the Company and the Letter of Offer dated ———— issued by the Company in connection with the Right Issue of —— Equity Shares of Rs 10/- each for cash at a premium of Rs — per share aggregating Rs. ———,  the Board do hereby make first call of Rs. —— per share (inclusive of share premium of Rs. —— per share) on the partly paid equity shares of the Company and calls upon the shareholders to pay the call money on or before ————, 20— in respect of shares held by them.

Resolved further that the call money notice as per the draft placed before the Board be and is hereby approved and that the same be sent to all the members holding partly paid shares under the signature of Mr ———, Director of the Company who is hereby authorised to take such other steps as may be considered necessary to give effect to the above resolution.”

To empower Board to make 2nd and final call

Discussion:

Resolution:

“Resolved that pursuant to the provisions of Section 292 of the Companies Act, 1956, and other applicable provisions, if any, and subject to the provisions of Articles of Association of the Company and the Letter of Offer dated ———— issued by the Company in connection with the Right Issue of ——— Equity Shares of Rs. —/- each for cash at a premium of Rs. — per share aggregating Rs. ———,  the Board do hereby make second and final call of Rs. —— per share (inclusive of share premium of Rs. —— per share) on the partly paid equity shares of the Company and calls upon the shareholders to pay the call money on or before ———, 20— in respect of shares held by them.

Resolved further that the call money notice as per the draft placed before the Board be and is hereby approved and that the same be sent to all the members holding partly paid shares under the signature of Mr ———, Director of the Company who is hereby authorised to take such other steps as may be considered necessary to give effect to the above resolution.”