Draft Board Resolution for Issue of Bonus Shares


As per the provisions of Section 63 of the Companies Act, 2013 a company may issue fully paid-up bonus shares to its members if it is authorized by its articles and it has, on the recommendation of the Board, been authorized in the general meeting of the company. The bonus shares shall not be issued in lieu of dividend.

Draft Board Resolution for Issue of Bonus Shares

RESOLVED THAT pursuant to the provisions of section 63 and other applicable provisions, if any, of the Companies Act, 2013(the “Act”) read with rule 14 of the Companies (Share Capital and Debentures) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), articles of association and subject to the approval of shareholders in the general meeting, the consent of the Board be and is hereby accorded that a sum of Rs. ______ be capitalized out of general reserve and set free for distribution amongst the equity shareholders by issue of _______ (number of new equity shares to be offered to existing share as per the bonus issue) of the face value of Rs ________ (face value) for every ________ (number of existing equity shares in fraction of which bonus shares will be given) credited as fully paid up to the equity shareholders of the company in the proportion of the shares held by them on the record date to be decided by the Board and that such new shares, as and when issued shall rank pari passu with the existing equity shares.

"FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, Shri ………………….. of the Company be and is hereby authorized, on behalf of the Company, to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid resolution along with the filing of necessary E-form with the Registrar of Companies.”

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