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Board Resolution To Approve Allotment of Shares

The board of Facon Ltd passed a resolution to approve the allotment of shares to existing shareholders of Boila Ltd as part of a scheme of amalgamation. Key points: 1) Facon Ltd will allot 45,034 equity shares to shareholders of Boila Ltd in the ratio of 10 Boila shares for every 1 Facon share, pursuant to orders from the Gujarat High Court. 2) Specific individuals including Mr. Sharad Padav, Mr. Subhinder Singh Badaj, and Mrs. Sunita Sachdeva will receive allotments of Facon shares. 3) The secretary of Facon Ltd is authorized to file returns regarding the allotment with the registrar

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Keshav Verma
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6K views6 pages

Board Resolution To Approve Allotment of Shares

The board of Facon Ltd passed a resolution to approve the allotment of shares to existing shareholders of Boila Ltd as part of a scheme of amalgamation. Key points: 1) Facon Ltd will allot 45,034 equity shares to shareholders of Boila Ltd in the ratio of 10 Boila shares for every 1 Facon share, pursuant to orders from the Gujarat High Court. 2) Specific individuals including Mr. Sharad Padav, Mr. Subhinder Singh Badaj, and Mrs. Sunita Sachdeva will receive allotments of Facon shares. 3) The secretary of Facon Ltd is authorized to file returns regarding the allotment with the registrar

Uploaded by

Keshav Verma
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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Download as DOC, PDF, TXT or read online on Scribd
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11BBL125, KESHAV VERMA S!

ares

Board Resolution To Approve Allotment O

FACON LTD. Regd. Office: H 304, Shukan Re idenc!, "#$a, Ah%eda&ad, "u'a(a$ 3)*4)+ ,h#ne N#.: -.+ ./*553/4)5 0 %ai1: c# ec(a$a(!2fac#nfa& .c#% 3e& i$e: 444.fac#nfa& .c#% 5OARD 600T7N" R0SOL8T7ON FOR ALLOT60NT TO 097ST7N" SHAR0HOLD0RS 8ND0R S0CT7ON )+ OF CO6,AN70S ACT, +.5:
R0SOL;0D THAT the Company has allotted equity shares in compliance of the Honble Gujarat High Court Order dated 16.12.2 1! and ". 2.2 1# in a $cheme of %malgamation of its group companies &i'. (%CO) *+,+-./ and 0O+*% *+,+-./

R0SOL;0D THAT $ince there is no difference or &ariation of rights amongst equity shares of (%CO) *+,+-./ and 0O+*% *+,+-./ consequent upon the modification order of Honble Calcutta High Court dated ". 2.2 1!1 to allot the same class of shares allotted to members of (%CO) *+,+-./ to the member 0O+*% *+,+-./ as pursuant to the $cheme of %malgamation.

11BBL125, KESHAV VERMA S!ares

Board Resolution To Approve Allotment O

R0SOL;0D THAT1 pursuant to the pro&isions of $ection !"12!"3 and other applicable pro&isions of Companies Act 19561 consent of the company already accorded in the 4esolution dated 5.#.2 1# on the scheme of amalgamation and the Gujarat High Court Order dated 16.12.2 1! and ". 2.2 1#1 to ma6e ,r. 4a&inder 7rasad1 7racticing Company $ecretary1 6th (loor1 He8agon1 $.G. High9ay1 %hmedabad1 Gujarat2 !:2#:1 be authori'ed to ma6e such alterations and changes as may be e8pedient or necessary for satisfying the requirement or conditions imposed by Honble Gujarat High Court1 pro&ided the prior appro&al of the ;oard for ma6ing any material changes in the said draft scheme of amalgamation as appro&ed in the meeting1 the scheme of allotment of shares to the memebers of 0oila *imited is passed 9ith alterations suggested by the ,r. 4a&inder 7rasad1 7racticing Company $ecretary1 6th (loor1 He8agon1 $.G. High9ay1 %hmedabad1 Gujarat2!:2#:1.

R0SOL;0D THAT1 in the opinion of the ;oard1 the said scheme of amalgamation of (%CO) *+,+-./ and 0O+*% *+,+-./ being ad&antageous and beneficial to the shareholders of (%CO) *+,+-./ and terms thereof being fair and reasonable1 the proposed proportion of allotment of shares of 51 :6 <$e&en -housand and .ighty $i8= equity shares of 4s.1 > <ten= each of the %malgamated Company (%CO) *+,+-./ for e&ery 1 <one= equity share of 4s.11 >2 <one thousand= each held by the directors of 0O+*% *+,+-./1 be and is

hereby appro&ed to be made.

11BBL125, KESHAV VERMA S!ares

Board Resolution To Approve Allotment O

R0SOL;0D THAT the $cheme being sanctioned by the Honble High Court of Gujarat and it becoming effecti&e and the transfer of the 0O+*% *+,+-./1 becoming effecti&e in terms of the $cheme1 (%CO) *+,+-./ shall 9ithout any further application or deed1 issue at par and allot on proportionate basis to each member of 0O+*% *+,+-./1 9hose name is recorded in the 4egister of ,embers of 0O+*% *+,+-./ on the 4ecord /ate or his>her heirs1 e8ecutors1 administrators or the successors2in2title1 as the case may be1 #31 !# <(orty fi&e thousand and thirty four= .quity shares of 4s.1 each in (%CO) *+,+-./ credited as fully paid2up in the ratio of for e&ery 1 <ten= fully paid2up equity shares of 4s.1 each

held by each such member of 0O+*% *+,+-./. -he paid2up share capital of 0O+*% *+,+-./. shall stand reduced to the e8tent of net &alue of assets <including reser&es= and liabilities being transferred to (%CO) *+,+-./.

R0SOL;0D THAT the reduction of capital as mentioned abo&e in this $cheme of %rrangement shall be effected as a part of this composite $cheme itself and not under a separate process in terms of $ections 1 to 1 ! of the %ct as the same does not in&ol&e

either diminishing of liabilities in respect of unpaid share capital or any paid up capital.

11BBL125, KESHAV VERMA S!ares

Board Resolution To Approve Allotment O

R0SOL;0D THAT pursuant to the scheme of amalgamation and proposed allotment scheme equity shares of 4s. 1 >2 each in the share capital of the amalgamated Company be and are hereby allotted to belo92mentioned 7romoters of 0oila *imited in physical form S. N#. 1 Na%e ,r. $harad ?ada& N#. #f Sha(e 11 1

,r. $u6&ider $ingh ;adal

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,r. Harsihrai ;achan

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,rs. )ania $achde&a

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,r. /a&id /a&e

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,rs. %rmider $ingh *o&ely

21111

,rs. $heila

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11BBL125, KESHAV VERMA S!ares :

Board Resolution To Approve Allotment O

,r. Chandrababu )aidu

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,r. @yoti ;asu

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R0SOL;0D THAT that the $ecretary of the company be and is hereby authori'ed to file the return of allotment pursuant to section 53 of the Companies %ct1 1"361 9ith the 4egistrar of Companies concerned in the prescribed form.

R0SOL;0D THAT that the $ecretary of the company be and is hereby directed to file the 4eturn of %llotment in (orm )o. 2 to the Companies <Central Go&ernments= General 4ules and (orms1 1"36.

R0SOL;0D THAT that the share certificates for the shares allotted as aforementioned be issued to the allottees under the signatures of $hri. %1 ,anaging /irector1 $hri.)1 director and $hri. ,1 $ecretary of the company and the common seal of the company be affi8ed on the share certificates in their presence.

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11BBL125, KESHAV VERMA S!ares 7laceA BBBBBBBBBBBBB *+,+-./

Board Resolution To Approve Allotment O

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