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Swasti Tripathi (Querist)
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08 August 2012 can anyone please give me draft board and EGM resolution authorizing private placement of preference shares by private limited company. and also draft resolution authorizing increase of authorized capital.

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Guest (Expert)

09 August 2012 “RESOLVED THAT pursuant to the provisions of Section 16, 94, all other applicable provisions, if any, of the Companies Act, 1956 and Articles of Association of the company, the authorised share capital of the company be and is hereby increased from Rs. 50,00,00,000/-(Rupees Fifty Crore only) divided into 5,00,00,000 (Five Crore) Equity Shares of Rs. 10/- each to Rs. 65,00,00,000/-(Rupees Sixty Five Crore only) divided into 6,50,00,000 (Six Crore Fifty Lacs) Equity shares of Rs.10/-(Rupees Ten only) each.”

“RESOLVED FURTHER THAT the company’s memorandum of association be and is hereby altered as follows:

In clause V of the memorandum of association of the company the words and figures:
The Authorised Share Capital of the company is Rs. 50,00,00,000/-(Rupees Fifty Crore only) divided into 5,00,00,000 (Five Crore) Equity Shares of Rs. 10/- each.

be substituted by the following words and figures:

The Authorised Share Capital of the company is Rs. 65,00,00,000/-(Rupees Sixty Five Crore only) divided into 6,50,00,000 (Six Crore Fifty Lacs) Equity shares of Rs.10/-(Rupees Ten only) each.

Guest

Guest (Expert)

09 August 2012 EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACTS, 1956

ITEM NO. 1

The authorised capital of the company is presently Rs. 50,00,00,000/-(Rupees Fifty Crore only) divided into 5,00,00,000 (Five Crore) Equity Shares of Rs. 10/- each. It has become mentable to increase the authorised capital of the company to enable to raise paid up capital further to diversify and expand activities of Company. The resolution is therefore to increase the authorised capital of the company from Rs. 50,00,00,000/-(Rupees Fifty Crore only) divided into 5,00,00,000 (Five Crore) Equity Shares of Rs. 10/- each to Rs. 65,00,00,000/-(Rupees Sixty Five Crore only) divided into 6,50,00,000 (Six Crore Fifty Lacs) Equity shares of Rs.10/-(Rupees Ten only) each.

In view of the fact that the Authorised Capital of the company is being increased the existing clause V of the Memorandum of Association of the company needs to be amended.

The members are requested to pass necessary resolution set out in the notice as ordinary resolution to carry out the necessary amendments in the memorandum

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