Pls provide me the Procedure as well as Resolution for Reduction of Share Capital of a Private Limited Company (under section 100 of the Companies Act, 1956.
18 March 2010
checkli pass Ordinary Resolution for change in memorandum
pass Special Resolution for change in Article ( if article provides that capital of the company is such as given in Memorandum no SR is required.
conduct Board meeting for - Notice of EGM with explanatory statement
hold EGM and then file
- Certified true copy of resolution - Form 5 (within 30 days)
- Stamping of form 5 based on increase in capital
- form 23 for filing EOGM resolutions
1. To consider and, if thought fit, to pass with or without modifications the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 94 and other applicable provisions, if any, of the Companies Act, 1956, the Authorised Capital of the Company be and is hereby increased from Rs.50,00,000/- (Rupees Fifty Lacs Only) divided into 5,00,000 (Five Lacs) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs.60,00,000/- (Rupees Sixty lacs Only) divided into 6,00,000 (Six Lacs) Equity Shares of Rs.10/- (Rupees Ten Only) each.”
“RESOLVED FURTHER THAT the new equity shares shall rank pari passu with the Existing Equity Shares.”
“RESOLVED FURTHER THAT any of Dr________, Director or ________, Director of the Company be and is hereby authorised for and on behalf of the Company to sign and execute all the required documents and to perform all such acts and deeds as may be necessary to give effect to this resolution.”
2. To consider and, if thought fit, to pass with or without modifications the following resolution as an Ordinary Resolution:
“RESOLVED THAT subject to Section 16 and other applicable provisions, if any, of the Companies Act, 1956, Clause V of the Memorandum of Association of the Company be deleted and substituted in its place and stead by the following new clause:
V The Authorised Share Capital of the Company is Rs.60,00,000/- (Rupees Sixty Lacs Only) divided into 6,00,000 (Six Lacs) Equity Shares of Rs.10/- (Rupees Ten only) each..”
“RESOLVED FURTHER THAT any of______, Director or _________, Director of the Company be and is hereby authorised for and on behalf of the Company to sign and execute all the required documents and to perform all such acts and deeds as may be necessary to give effect to this resolution.”
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