Board resolution format for reduction of share capital under Section 66, approving the special resolution notice and the RSC-1 application to the NCLT.
“RESOLVED THAT pursuant to the provisions of Section 66 and other applicable provisions, if any, of the Companies Act, 2013 read with the National Company Law Tribunal (Procedure for Reduction of Share Capital of Company) Rules, 2016 and the Articles of Association of the Company, and subject to the approval of the members by way of a special resolution and the confirmation of the National Company Law Tribunal, [●] Bench (the “Tribunal”), the Board hereby approves the proposal to reduce the [issued, subscribed and paid-up equity share capital / securities premium account] of the Company from ₹[●] (Rupees [●] only) to ₹[●] (Rupees [●] only) by [cancelling paid-up share capital of ₹[●] per share which is lost or unrepresented by available assets / paying off paid-up share capital of ₹[●] per share which is in excess of the wants of the Company / [●]], and recommends the same to the members for their approval.
RESOLVED FURTHER THAT the approval of the members be sought by way of a special resolution [at an Extraordinary General Meeting to be held on [●] / through postal ballot], and the draft notice together with the explanatory statement under Section 102 of the Companies Act, 2013, as placed before the Board, be and is hereby approved.
RESOLVED FURTHER THAT any Director and/or the Company Secretary of the Company be and is hereby severally authorised, upon the passing of the special resolution, to file the application in Form RSC-1 before the Tribunal with the documents required under Rule 2 of the said Rules, to file the order of the Tribunal and the approved minute with the Registrar of Companies in e-Form INC-28 within thirty days of its receipt, and to do all such acts, deeds and things as may be necessary for giving effect to this resolution.”