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resolution on consolidation of shares

Amit Agrawal (Chartered Accountant) (100 Points)

12 January 2010

kindly provide the resolution on consolidation of shares and type of it

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3 Replies

CourseCart.in (Mentor at SHAYVIDZ Academy) (3756 Points)
Replied 12 January 2010

CONSOLIDATION OF SHARES: [SECTION 94(1)(b)]
1. Subject — Consolidation of shares
2. Passing Authority — General Meeting
3. Nature of the Resolution — Ordinary Resolution (unless
articles require special
resolution)
4. Specimen Resolution(s)
∫ SPECIMEN
"RESOLVED THAT the Issued Capital of Rs. 10,00,000 consisting of
2,00,000 ordinary shares of Rs. 5 each be divided into 1,00,000 ordinary shares
of Rs. 10 each by consolidating in such manner that every two of the existing
shares of Rs. 5 each shall constitute one share of Rs. 10 each fully paid.”
“RESOLVED FURTHER THAT the existing certificates of shares be
called in by the Board of Directors and cancelled and that the new certificates be
issued in lieu thereof in terms of the Companies (Issue of Share Certificates)
Rules, 1960."
5. Guidelines
(1) If the Company's Articles do not contain a power of alteration, the
Articles must first be amended by special resolution.
(2) In India, it is usual to have equity shares of Rs. 10 each and preference
shares of Rs. 100 each.
(3) Consequential alteration of capital clause in Articles requires special
resolution.
(4) Separate meetings of different classes are not required generally. [Re JA
Nordberg Ltd (1915) 2 Ch 439]
(5) In case of listed company, comply with the requirement of the Listing
Agreement and the requirement of the CDSL and NSDL for obtaining of
new ISIN for the consolidated shares.
(6) Consolidation of equity share capital and preference share capital and
division of the consolidated share capital into equity shares of lesser
amount i.e. Rs.10 each does not come under the section but is covered by
scheme of arrangement under section 391 of the Act. [Letter No. 40/3/7-
CL III, dated 21 July, 1975]
6. Filing
(a) E-Form 5 with Registrar within 30 days of passing of resolution.
(b) E-Form 23 for special resolution and amended copy of the Memorandum
and Articles of Association within 30 days with Registrar.
(c) Submit copies thereof as per listing agreement with the Stock Exchange
concerned, where the securities are listed.