Board resolution format for recommending cancellation of unissued shares and diminution of authorised capital under Section 61(1)(e), with SH-7 in 30 days.
“RESOLVED THAT pursuant to Sections 61(1)(e) and 64 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 15 of the Companies (Share Capital and Debentures) Rules, 2014 and Article [●] of the Articles of Association of the Company, and subject to the approval of the members by Ordinary Resolution, the Board hereby approves and recommends the cancellation of [●] [Equity / Preference] Shares of ₹[●] each which have not been taken or agreed to be taken by any person, and the diminution of the Authorised Share Capital of the Company from ₹[●] to ₹[●] by the amount of the shares so cancelled, with the consequential alteration of Clause V of the Memorandum of Association.
RESOLVED FURTHER THAT an Extra-ordinary General Meeting of the members be held on [●] at [●] to consider the proposal, and the draft notice with the explanatory statement under Section 102 of the Companies Act, 2013 placed before the meeting be and is hereby approved.
RESOLVED FURTHER THAT any Director and/or the Company Secretary of the Company be and is hereby severally authorised to issue the notice and, after the members’ approval, to file e-Form SH-7 with the Registrar of Companies within thirty days together with the altered Memorandum of Association, and to do all such acts, deeds and things as may be necessary for giving effect to this resolution.”
No rules under this Section yet.