Priya Sharma (Company Secretary & Student.MBA) (998 Points)
26 October 2009Can anybody provide me the resolution for reduction of share capital and corresponding AOA alteration.?
Regards
Priya Sharma
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 26 October 2009
Find below desired resolution:
Sample resolutions for Reduction of share capital
“RESOLVED THAT subject to the confirmation of the High Court/Tribunal, consent of the Company be and is hereby given to the reduction of share capital of the company from Rs 20,00,000 divided into 2,00,000 shares of Rs 10 each to Rs 15,00,000 divided into 2,00,000 shares of Rs 7.50 each and the said reduction be effected by extinguishing the liability on these Equity shares in respect of share capital not called up and paid up.
RESOLVED FURTHER THAT the corresponding amendments are made in Clause V of the Memorandum of Association and Article 15 of the Articles of Association of the Company.
RESOLVED FURTHER THAT the Board of directors of the Company be and is hereby authorised to take steps for obtaining the High Court/Tribunal's Order, delegate powers to Managing Director, finalise the scheme of reduction, effecting modifications as per the order of Court/Tribunal, finalise the terms and conditions of debenture issue and to do all such acts, deeds and things necessary for the purpose of giving effect to this resolution.
Explanatory statement
The Companies Act, 1956 provides for reduction of share capital under section 100-104. The companies activities have been reduced due to _______________. So the need of capital as felt before is not at present there. It would not be advisable to make further calls, as no dividend has been paid by the Company for the last few years. Since the Company has no outside creditors, it may receive the Court/Tribunal sanction. None of the directors is interested in the resolution.
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