Max Payne (employed) (2569 Points)
09 November 2010Dear Friends
Can anyone provide me with both EGM and board resolutions for increasing authorised capital,
when the existing authorised capital consists both equity and preference capital,
but we want to increase only the authorised equity capital of the company.
Thanks and regards
gk
HARDIK
(COMPANY SECRETARY NCFM (Corporate Governance ))
(664 Points)
Replied 10 November 2010
“ RESOLVED that pursuant to Section 94 and other applicable
provisions if any of the Companies Act 1956, the authorised share
capital of the company be and is hereby increased from Rs………….. to
Rs………… divided into………… equity shares of Rs …….each by
creation of………….new equity shares of Rs …….. each ranking pari
passu with the existing shares of the company.”
Max Payne
(employed)
(2569 Points)
Replied 10 November 2010
Dear Hardik Sir
I want board minutes also
Is this OK for EGM resolutions?
“RESOLVED THAT pursuant to provisions of Section 94(1)(a) of the Companies Act, 1956, the Authorized Share Capital of the company be increased from 5,00,000/- (Rupees Five Lakhs only) to 3,02,00,000/- (Rupees Three Crore Two Lakhs only) by creation of 29,70,000 further equity shares of 10/- each ranking paripassu with the existing equity shares of the company.”
“RESOLVED FURTHER THAT in compliance with the provisions of Section 16 of the Companies Act, 1956, the existing capital clause No. V appearing in the Memorandum of Association be substituted with the following new clause:
“V. The Authorized Share Capital of the company is3,02,00,000/- (Rupees Three Crore Two Lakhs Only) divided into 30,00,000 (Thirty Lakhs only) Equity shares of 10/- (Rupees Ten only) each and 20,000 (Twenty Thousand only) Preference Shares of 10/- (Rupees Ten only) each.”
“RESOLVED FURTHER THAT in compliance with the provisions of Section 31 of the Companies Act, 1956, the existing capital clause appearing in Article 4 of Articles of Association be substituted by the following new article:
“4. The Authorized Share Capital of the company is 3,02,00,000/- (Rupees Three Crore Two Lakhs Only) divided into 30,00,000 (Thirty Lakhs only) Equity shares of 10/- (Rupees Ten only) each and 20,000 (Twenty Thousand only) Preference Shares of 10/- (Rupees Ten only) each with power to increase or reduce, reconvert or subdivide the capital in accordance with the provisions of the Act.”
“RESOLVED FURTHER THAT the Board of Directors of the company be and are hereby authorised to do all acts, deeds and things necessary to give effect to increase in authorised share capital and necessary alterations in memorandum and articles of association”
Notes:
1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and on a poll, to vote instead of himself and the proxy need not be a member of the company. The proxy forms should be lodged with the company at its registered office not later than forty eight hours before the time of commencement of the meeting.
2. An explanatory statement pursuant to section 173(2) of the Companies Act, 1956 is attached below
Explanatory Statement under Sec.173(2) of the Companies Act,1956
The Company is a Private Limited Company and presently, the authorized capital of the company is Rs.5,00,000/- (Rupees Five Lakhs Only) divided into 30,000 (Thirty Thousand) Equity Shares of Rs.10/- (Rupees Ten Only) each and 20,000 (Twenty thousand) Preference Share of Rs.10/- (Rupees Ten Only) each.
In order to expand the Capital base for infusion of additional funds by way of share capital, it is proposed to increase the Authorised Share Capital from the existing Rs.5,00,000/- (Rupees Five Lakh only) to Rs.3,02,00,000/- (Rupees Three Crore Two Lakh only) subject to compliance of statutory provisions of the Companies Act, 1956 and also to amend Clause V of the Memorandum of Association and Article 4 of the Articles Of Association in this regard.
As per the provisions of the Companies Act, 1956, special resolution of the members is required to give effect to the proposed resolutions.
The Directors recommend the resolutions at Item No.1 for approval of the Shareholders by special resolution.
Neha Gupta
(PCS)
(377 Points)
Replied 10 November 2010
Draft of EGM resolution:
“RESOLVED THAT pursuant to provisions of sections 94, 97 and other applicable provisions, if any, of the Companies Act, 1956 the Authorized Share Capital of the Company be and is hereby increased from Rs ……/- divided into ….. Equity Shares of Rs. …/- each to Rs …… divided into ……. Equity Shares of Rs. 10/- each and that Clause V of the Memorandum of Association of the Company be and is hereby altered as follows: -
V. The Authorized Share Capital of the Company is Rs. …../- (Rs. ………) divided into ……… (…………….) Equity shares of Rs. …../- (Rs. ….) each.
RESOLVED FURTHER THAT Mr. ……….., Director of the Company be and is hereby authorized to sign and file Form No. 5 and other relevant papers, documents with the Registrar of the Companies, New Delhi and do all such acts, things and deeds as may be necessary.”
Neha Gupta
(PCS)
(377 Points)
Replied 10 November 2010
Only one thing I would like to suggest you that while drafting the Explanatory statement please specify the purpose properly and reason of that change also.
Here in this explanatory statement it is better, if you also specify the proper reason of Infusion of more funds like expansion of business activities or so no.
Regards Neha Gupta
HARDIK
(COMPANY SECRETARY NCFM (Corporate Governance ))
(664 Points)
Replied 10 November 2010
Agree with neha on explanatory statement.
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 11 November 2010
SAMPLE BOARD RESOLUTIONS:
For some more sample board resolutions kindly visit the link below:
1. /forum/download-corporate-law-professional-files-70021.asp
2. /articles/ca-articleship-some-useful-corporate-board-resolutions-ii-5874.asp
3. /articles/ca-articleship-some-useful-corporate-board-resolutions-i-3911.asp
CS Ankur Srivastava
(Company Secretary & Compliance Officer)
(17853 Points)
Replied 11 November 2010
“RESOLVED THAT pursuant to the provisions of Section 94(1)(a) and other applicable provision(s) of the Companies Act, 1956, if any, the Authorized Capital of the Company of Rs. …………… divided into ……….. equity shares of Rs. 10/- each and ……………….. preference shares of Rs. ... each be increased to Rs. …………………… divided into ………………. Equity Shares of Rs. 10/- each and …………… Preference Share of Rs. … each.”
RESOLVED FURTHER THAT, Clause V of Memorandum of Association of the Company be substituted as under :-
“The Share Capital of the Company is Rs. ……………………..divided into …………………………..equity shares of Rs. 10/- (Rupees Ten) each and ………………………… Preference Shares of Rs……(Rupees ….) each with power to increase or reduce the capital and to divide and subdivide the shares into several classes and to attach thereto respectively such preferential, qualified or special rights, privileges or conditions, as may be determined by or in accordance with the Articles of Association of the Company for the time being and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may be permitted by the Companies Act,1956, or as provided by the Articles of Association of the Company for the time being.”
“RESOLVED FURTHER THAT Shri……….., Director and Shri ………………, Company Secretary be and are hereby jointly and / or severally authorized to do all such acts, deeds, matters and things as may be necessary, expedient and desirable to give effect to above resolution.”
ARUN KUMAR MAITRA
(Practicing Company Secretary)
(1016 Points)
Replied 05 June 2012
Very educative and useful comments
chinki
(na)
(46 Points)
Replied 15 November 2013
CAclubindia
