Draft a specimen resolution for allotment of sweat equity shares to the Chairman and Managing Director (CMD) of a listed company. Also state the type of meeting and kind of resolution to be passed referring to the provis

CS Executive · Company Law · PYQS · December 2022
Draft a specimen resolution for allotment of sweat equity shares to the Chairman and Managing Director (CMD) of a listed company. Also state the type of meeting and kind of resolution to be passed referring to the provisions of the Companies Act, 2013.

Answer & Explanation:

Type of meeting: General Meeting Kind of resolution: Special Resolution Specimen resolution: TO CONSIDER AND APPROVE ALLOTMENT OF SWEAT EQUITY SHARES TO MR./MS. .........(DIN:.....) CHAIRMAN AND MANAGING DIRECTOR "RESOLVED THAT subject to the provisions of section 54 of the Companies Act, 2013 read with Rule 8 of the Companies (Share Capital and Debentures) Rules, 2014, in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, Securities Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), and in accordance with the provisions of the Articles of Association of the Company and any other regulatory approval if required, including any statutory modification(s) or re-enactment(s) thereto, and further subject to such other approvals, permissions and sanctions as may be necessary from any other statutory authority and such conditions and modifications as may be prescribed or imposed while granting such approvals consent of the members be and is hereby accorded to allot __________ Equity Shares as Sweat Equity Shares of ₹__________ each to Mr./Ms. __________ Chairman & Managing Director of the Company holding DIN: __________ for the value addition he / she continues to create in 4 years while in employment of the Company, in such tranches as may be decided from time to time within the time permissible under relevant regulation, at ₹__________ per share on the basis of the valuation reports dated __________ from (SEBI Category I Merchant Banker) & from __________ Registered Valuer. "RESOLVED FURTHER THAT the Equity Shares to be allotted shall rank pari passu with the existing Equity Shares of the Company. "RESOLVED FURTHER THAT the price of the same shall be determined as prescribed under Regulation 33 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. "RESOLVED FURTHER THAT Mr./Ms. __________ Company Secretary and/or any director of the Company be and is/are hereby authorized to do all such acts and deeds as may be deemed necessary for giving effect to the aforementioned resolution."

Topics: Share Capital and Debentures

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