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board ressolution

Asif Khan (Taxation executive) (410 Points)

26 June 2009

pls forward me the board resolution and ordinary resolution for issue of equity shares at premium and also for bonus issue of a pvt ltd co.

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MAYANK GUGLANI (CA ) (124 Points)
Replied 26 June 2009

Sec. 78(2) (a) - Issue of Bonus shares out of share premium account - Board Resolution

RESOLVED, pursuant to the provisions of clause (a) of sub-section (2) of section 78 read with proviso to sub-section (3) of section 205 of the Companies Act, 1956, that a sum of Rs…………. out of the share premium account in which a sum of Rs. ………… is lying unutilized, be and is hereby utilized in paying up unissued shares of the company in the authorized capital of Rs. ………… by issuing fully paid bonus shares in the proportion of 1 bonus share for every share held in the company as on …………

being the record date.

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CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 26 June 2009

Board Resolution:-

"RESOLVED THAT pursuant to the provisions of Section 81 and 78 of the Companies Act, 1956 and other applicable provisions of the Act, if any, and Article no. ... of the Article of Association of the Company, subject to the approval of the shareholders in the Annual General Meeting / Extraordinary Genral Meeting, the Company do issue .................. Equity Shares of Rs. ........each at the rate of Rs. ...... including Rs. .... as security premium."

Ordinary Resolution:-

"RESOLVED THAT pursuant to the provisions of sectino 81 and 78 of the Companies Act, 1956 the consent of the Company be and is hereby accorded to issue .......... Equity Shares of Rs. .... each at the rate of Rs. ... each including Rs. ... as security premium."

Asif Khan (Taxation executive) (410 Points)
Replied 26 June 2009

thanks ankur for the reply

is theabove resolution applicable for bonus issue

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 27 June 2009

Dear Asif,

No, the bonus issue is the capitalization of accumulated profit of previous years and above resolution is issue of shares for cash.

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 27 June 2009

Ordinary Resolution for issue of Bonus shares:-

"RESOLVED THAT pursuant to the provisions contained in Article no. ... of the Article of Association of the Company, subject to the guidelines framed by SEBI, the consent of the company be and is hereby accorded to capitalise the accumulated profits of the Company and issue Bonus Shares from such capitalisation"

"RESOLVED FURTHER THAT Rs. ........... stand in the credit of General Reserve Account and Rs. ..... stand in the credit of Security Premium Account forming part of accumulated profits of the Company be utilised for issue of ......... equity shares (herein after called the Bonus shares)of Rs. ..... each"

"RESOLVED FURTHER THAT such Bonus shares shall be issue in the proportion of 2 shares for each 5 equity shares held by existing members on the date of Book Closure / record date i.e........"