Resolution u/s 94(1d)

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Querist : Anonymous

Querist : Anonymous (Querist)

16 July 2012 Respected sir,

kindly please provide me resolution formate for sub division of prefence share

CS Mitesh Mehta

CS Mitesh Mehta (Expert)
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17 July 2012 Draft Special Resolution

"RESOLVED THAT pursuant to the provisions of Article __ of the Articles of Association of the Company and Section 94 (1)(d) and all other applicable provisions, if any, of the Companies Act, 1956, (including any amendments thereto or re-enactment thereof) and subject to such approvals, consents, permissions and sanctions, if any, as may be required from any authority, the consent of the shareholders of the company be and is hereby accorded for sub-dividing the preference shares of the Company, including the paid-up preference shares, such that each existing preference share of the Company of the face value of Rs. ____/- (Rupees ____) each be sub-divided into ___ preference shares of the face value of Rs. ___/- (Rupees ___) each.”

"RESOLVED FURTHER THAT pursuant to the sub-division of the preference shares of the Company, the Authorized, issued, subscribed and paid up preference shares of face value Rs. ____/- (Rupees ____) each, shall stand sub-divided into preference shares of face value of Rs ____/- (Rupees ____) each, fully paid-up."

"RESOLVED FURTHER THAT the Board be and is hereby authorised to do, perform and execute all such acts, deeds, matters and things as it may consider necessary, expedient, usual or proper to give effect to this resolution including execution of all necessary documents with relevant statutory authority, if any, cancellation or rectification of the existing physical share certificates in lieu of the old certificates and to settle any question or difficulty that may arise with regard to the sub-division of the preference shares as aforesaid or for any matters connected herewith or incidental hereto."

CS Ankur Srivastava

CS Ankur Srivastava (Expert)
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17 July 2012 "RESOLVED THAT pursuant to the provisions of Article No __ of the Articles of Association of the Company and Section 94 (1)(d) and all other applicable provisions, if any, of the Companies Act, 1956, the consent of the Company be and is hereby accorded for sub-dividing the Preference Shares of the Company, including the paid-up preference shares, having face value of Rs. ____/- (Rupees ____) each be sub-divided into ___ preference shares of the face value of Rs. ___/- (Rupees ___) each.”

"RESOLVED FURTHER THAT pursuant to the sub-division of the preference shares of the Company, the Authorized, issued, subscribed and paid up preference shares of face value Rs. ____/- (Rupees ____) each, shall stand sub-divided into preference shares of face value of Rs ____/- (Rupees ____) each, fully paid-up."

"RESOLVED FURTHER THAT Shri……….. and Shri…………, Directors and Shri……… Company Secretary of the Company be and are hereby jointly and / or severally authorised to do, perform and execute all such acts, deeds, matters and things as it may consider necessary, expedient, usual or proper to give effect to this resolution including execution of all necessary documents with relevant statutory authority, if any, cancellation or rectification of the existing physical share certificates in lieu of the old certificates and to settle any question or difficulty that may arise with regard to the sub-division of the preference shares as aforesaid or for any matters connected herewith or incidental hereto."

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CS Ankur Srivastava

CS Ankur Srivastava (Expert)
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17 July 2012 It would also require change in Capital Clause (Clause V) of MOA by way of Ordinary Resolution.

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