Special Resolution for Reduction of Share Capital

SPECIAL-RESOLUTION-REDUCTION-OF-SHARE-CAPITAL

Special Resolution for Reduction of Share Capital



RESOLVED THAT pursuant to Section 66(1) and other applicable provisions, if any, of the Companies Act, 2103, article ............... of articles of association of the company and subject to confirmation by the National Company Law Tribunal at .......... and subject to such other approvals, consents, permissions or sanctions of any other authority, body or institution (hereinafter collectively referred to as “the concerned authorities”) as may be required, and subject to such other conditions or guidelines, if any, as may be prescribed or stipulated by any of the concerned authorities, from time to time, while granting such approvals, consents, permissions or sanctions, the subscribed, issued and paid up equity share capital of the company be reduced from Rs.50,00,00,000 (Rupees fifty crore) divided into 5,00,00,000 (Five crore) equity shares of Rs.10 each to Rs.25,00,00,000 (Rupees twenty- five crore) divided into 5,00,00,000 (Five crore) equity shares of Rs.5 each, and the surplus amount, i.e., Rs.25,00,00,000 (Rupees twenty-five crore), being in excess of the wants of the company be paid to the shareholders.”

Explanatory Statement

As the members are aware, the company has a cash surplus which has resulted from the recent restructuring including merger of the erstwhile ................... Ltd. with the company. The Board is of the view that the present economic environment in the country is not conducive to expansion or diversification. The Board of directors of the company discussed the matter in detail at its meeting held on ................... and resolved to return the surplus cash to the members in recognition of their dedication, consistency and utmost faith reposed by them in the management of the company.

Hence the proposed special resolution is for consideration of and approval by the members of the company.

Directors of the company are interested in the proposed resolution to the extent of their respective shareholdings in the company.
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