Increase Authorised Share Capital - Board & General meeting Resolutions

Board and General Meeting Resolutions for Increase in Authorised Share Capital

Board Meeting Resolutions:

“RESOLVED THAT pursuant to the provisions of Sections 16, 94 and all other applicable provisions, if any, of the Companies Act, 1956 (the ‘Act’) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and subject to the approval of shareholders, the Authorised Share Capital of the Company of` 1,00,00,000 (Rupees One Crore) divided into 10,00,000 (Ten Lakh) equity shares of Rs. 10 (Rupees Ten) each be and is hereby increased to Rs. 5,00,00,000 (Rupees Five Crore) divided into 50,00,000 (Fifty Lakh) equity shares of  Rs. 10 (Rupees Ten) each ranking pari passu with the existing shares of the company.”


General Meeting Resolution:

Special Resolution - Increase in Authorised Share Capital and Alteration of Memorandum of Association of the Company.

To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 16, 94 and all other applicable provisions, if any, of the Companies Act, 1956 (the ‘Act’) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Authorised Share Capital of the Company of` 1,00,00,000 (Rupees One Crore) divided into 10,00,000 (Ten Lakh) equity shares of Rs. 10 (Rupees Ten) each be and is hereby increased to Rs. 5,00,00,000 (Rupees Five Crore) divided into 50,00,000 (Fifty Lakh) equity shares of  Rs. 10 (Rupees Ten) each ranking pari passu with the existing shares of the company.

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

‘V. The Authorised Share Capital of the Company Rs. 5,00,00,000 (Rupees Five Crore) divided into 50,00,000 (Fifty Lakh) equity shares of  Rs. 10 (Rupees Ten) each with the power to the Board to increase or reduce the capital of the Company and/or the nominal value of the shares and to divide the shares in the capital for the time being into several classes and to attach thereto respectively such preferential, deferred, qualified or special rights, privileges or conditions with or without voting rights, as may be determined by or in accordance with the Articles of Association of the Company or as may be decided by the Board of Directors or the Company in General Meeting, as applicable, in conformity with the provisions of the Act and to vary, modify, amalgamate or abrogate any such rights, privileges or conditions and to consolidate or sub-divide the shares and to issue shares of higher or lower denominations in such manner as may for the time being be provided by the Articles of Association of the Company.’

Special Resolution - Alteration of Articles of Association of the Company.

To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 31 and all other applicable provisions, if any, of the Companies Act, 1956 (the ‘Act’) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the existing Articles of Association of the Company be and is hereby altered by substituting the existing Article 3 with the following Article:
3. The Authorised share capital of the company is Rs. 5,00,00,000 (Rupees Five Crore) divided into 50,00,000 (Fifty Lakh) equity shares of  Rs. 10 (Rupees Ten) each”.

Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 to the accompanying Notice dated June 2, 2012

Item Nos. 5 & 6 Increase in Authorised Share Capital and Alteration of Memorandum of Association and Articles of Association.

The Company, in order to meet its growth objectives and to strengthen its financial position, may be required to generate long term resources by issuing securities. It is therefore deemed appropriate to increase the Authorised Share Capital of the Company from Rs. 1 crore to  Rs. 5 crore and for that purpose, the Memorandum of Association and the Articles of Association of the Company are proposed to be suitably altered by passing Ordinary resolution and Special resolution as set out at Item Nos. 5 and 6 respectively. The provisions of the Companies Act, 1956 require the Company to seek the approval of the Members for increase in the authorised share capital and for the alteration of capital clause of the Memorandum of Association and the Articles of Association of the Company.

A copy of the Memorandum and Articles of Association together with the propose alterations is available for inspection by members on any working days, except Saturdays between 11.00 a.m. and 1.00 p.m. at the registered office of the Company.

The Board of Directors accordingly recommends the resolutions set out at Item Nos. 5 and 6 of the accompanying Notice for the approval of the Members.

None of the Directors and Manager of the Company is, in any way, concerned or interested in the said resolutions.