Minutes

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Querist : Anonymous

Querist : Anonymous (Querist)

11 December 2012 Please provide me with the Minutes of extra Ordinary general Meeting held for increase in the authorised share capital of Private limited Company.

CA Manish

CA Manish (Expert)
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11 December 2012
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF -------------- HELD ON _________, AT THE REGISTERED OFFICE OF THE COMPANY AT ___________________

PRESENT:

1.
2.
3.

CHAIRMAN:

Mr. ---------- was unanimously elected as the Chairman of the meeting and he took the Chair.

CONFIRMATION OF MINUTES :

The minutes of the previous meeting of the Board of Directors was read and confirmed by the Board.

The Board further also decided the following:

1. As the present authorized Share Capital of the Company is Rs. ------- the authorized Share Capital of the Company be raised to Rs. ---------- and for that necessary steps for calling Extra Ordinary General Meeting etc. be taken.

INCREASE IN AUTHORISED SHARE CAPITAL:

The Chairman informed the Board that considering the necessity of new long term capital for funding the business operations of the Company, it is proposed to increase the existing authorised share capital of the company from Rs. ----- to Rs. -------. He further informed that in terms of the provisions of the Companies Act, 1956 for the said purpose, the approval of the shareholders is necessary and hence an Extraordinary General Meeting needs to be convened for this purpose. The Board discussed the same and passed the following resolution:

“RESOLVED THAT subject to the approval of the Members of the Company at a General Meeting and pursuant to the provisions of Section 94 (1) (a) and all other applicable provisions, if any, of the Companies Act, 1956, the Authorised Share Capital of the Company be increased from existing Rs. --------- (Rupees ----Only) divided in to ------- (----- ) Equity Shares of Rs. ---- (Rupees ------ Only) each to Rs. ---------- (Rupees -------------- Only) divided in to ------------- (---------s) Equity Shares of Rs. ------ (Rupees ----- Only) each by creation of further ---------------- (Five --------) Equity Shares of Rs. -------- (Rupees ----- Only) each and such new Equity Shares shall rank pari passu in all respects with the existing Equity Shares of the Company.

RESOLVED FURTHER THAT any one director of the Company be and is hereby authorised to take necessary steps to give effect to the increase in the Authorized Share Capital as above and for alteration of the capital clause of the Memorandum of Association and Articles of Association of the Company.

RESOLVED FURTHER THAT any one of the Director of the Company be and are hereby severally authorized to sign all / any e-forms, other forms, returns, documents as may be required to be filed whether physically or electronically with the Ministry of Corporate Affairs, Registrar of Companies, consequent upon proposed increase in the Authorised Share Capital of the Company and consequent change in the Capital clause of the Memorandum and Articles of Association of the Company.”

ALTERATION OF THE CAPITAL CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY:

The Chairman informed the Board that consequent upon the proposed increase in the Authorised Share Capital, the Capital Clause of the Memorandum of Association i.e. Clause ----- is required to be altered accordingly. The Board passed the following resolution and decided to include it in the agenda and notice convening the ensuing Extraordinary General Meeting for the approval of the Members and passed the following resolution unanimously:

“RESOLVED THAT subject to the approval of the Members of the Company at a General Meeting and pursuant to the provisions of Section 16 and all other applicable provisions, if any, of the Companies Act, 1956, the Clause ----- of the Memorandum of Association be altered and be substituted in the following manner:

---- The Authorised Share Capital of the Company is Rs. ------- (Rupees --------- Only) divided in to ---------- (--------) Equity Shares of Rs. --- (Rupees --- Only) each.“

ALTERATION OF THE CAPITAL CLAUSE OF THE ARTICLES OF ASSOCIATION OF THE COMPANY:

The Chairman further informed that consequent upon the proposed increase in the Authorised Share Capital, the Capital Clause of the Articles of Association is required to be altered accordingly. The Board discussed the same and since the proposal requires approval of members, passed the following resolution and decided to include it in the agenda and notice convening the ensuing Extraordinary General Meeting for the approval of the members;

“RESOLVED THAT subject to the approval of the Members of the Company at a General Meeting and pursuant to the provisions of Section 31 and all other applicable provisions, if any, of the Companies Act, 1956, the Article No. --- of the Article of Association be altered and be substituted in the following manner:

The Authorised Share Capital of the Company is Rs. -----/- (------Only) divided into -------- (--------- Lacs) Equity Shares of Rs. ---- (Rupees ---- Only) each. The Company has power from time to time to classify, reclassify, increase or reduce its capital and to divide the shares in the capital for the time being into several other classes and to attach thereto respectively such preferential, deferred, qualified or other special rights, privileges, conditions or restrictions as may be determined by or in accordance with the law.”

CONVENING EXTRA ORDINARY GENERAL MEETING:

The Chairman informed the Board that an Extra Ordinary General Meeting is required to be convened for obtaining the members’ approval for proposed increase in the authorised share capital of the Company and consequent amendment to Memorandum and Articles of Association. The Board discussed the matter and decided to convene the Extra Ordinary General Meeting on ---------. He also tabled before the meeting a draft of the notice convening the Extra Ordinary General Meeting for the approval of the Board. Thereupon the following resolution was passed:

“RESOLVED THAT an Extra Ordinary General Meeting of the members of the Company be convened on -------- at the Registered office of the company at -------------- and the draft notice thereof, as placed before the Board and initialed by the Chairman for identification, be and is hereby approved.

RESOLVED FURTHER THAT any one Director of the Company be and is hereby authorised to send the same to the members and others entitled to it.”

WORKING REVIEW:

The Board discussed about the working of the Company in general and noted the progress made by the Company. The Board further discussed about the future plans and was optimistic about the progress of the Company in the near future.

VOTE OF THANKS:

There being no other business the meeting concluded with a vote of thanks to the Chair.

DATE:

PLACE: Mumbai CHAIRMAN