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Special Resolution

Pooja Rane (Working) (159 Points)

03 February 2010

Can anybody pls provide me a format of special resolution for altering the clauses of MOA?

Thnx

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Mitali Agarwal (Company Secretary) (638 Points)
Replied 03 February 2010

RESOLUTION FOR ALTERATION OF CAPITAL CLAUSE OF MOA:

“RESOLVED that pursuant to the provisions of Section 16, 94 and all other applicable provisions, if any, of the Companies Act, 1956, the Authorised Share Capital of the Company be and is hereby increased from _______________(Rupees ___________) divided into _____________Equity Shares of Rs. 10/- each to Rs. _______________(Rupees ___________ only) divided into _____________________ Equity Shares of Rs. 10/- each by creation of additional _____________ Equity Shares of Rs.10/- each, ranking pari passu in all respects with the existing Equity Shares of the Company.

RESOLVED further that the Memorandum of Association of the Company be and is hereby altered by substituting existing Clause V thereof by the following Clause V:

‘V. The Authorised Share Capital of the Company is Rs. ________________(Rupees ________) divided into __________(_____________) Equity Shares of Rs. 10/- (Rupees Ten) each.’

RESOLVED further that for the purpose of giving effect to this resolution, the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, and things as the Board may, consider necessary or incidental and to delegate any or all such powers to one or more directors or officers of the Company.”

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Mitali Agarwal (Company Secretary) (638 Points)
Replied 03 February 2010

The above resolution is passed as Ordinary Resolution for alteration of Clause V of MOA.

Mitali Agarwal (Company Secretary) (638 Points)
Replied 03 February 2010

SPECIAL RESOLUTION FOR ALTERATION OF CLAUSE II OF MOA: (REGISTERED OFFICE CLAUSE):

“RESOLVED THAT pursuant to the provisions of section 17 read with section 146(2) and section 192A and other applicable provisions, if any, of the Companies Act, 1956 and subject to the confirmation of the Company Law Board the consent of the members of the Company be and is hereby accorded to shift the registered office of the Company from the state of ___________to the State of ___________.”

“RESOLVED FURTHER THAT the Clause No. II of the Memorandum of Association of the Company be and is hereby substituted by the following:
I. The Registered Office of the Company shall be situated in the State of ___________.”

“RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary or desirable for and on behalf of the Company.”

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