19 June 2013
i havn't find any matter related to Board Meeting calling Extra-Ordinary General Meeting for converting a Private Company into a Public Limited Company so i drafted it.
Kindly go though it and tel me if any changes are required in the Board Resolution...??
BOARD RESOLUTION TO CALL AN EXTRA- ORDINARY GENERAL MEETING TO CONVERT THE COMPANY INTO A PUBLIC COMPANY
It is being proposed before the board for the expansion and growth of the business activities, the Company should be converted into a Public Limited Company.
For the purpose of converting a company into a public limited company, the following provisions of the Companies Act, 1956 are applicable which are as follows:
(i) To comply with the Section 31 of the Companies Act, 1956 for alteration of Articles of Association of the Company so as to delete the restrictions, limitation and prohibitions specified in the Section 3(1)(iii) and including all the provisions, which are required to be contained in the articles of a public company and removing all the provisions which are inconsistent with the requirements of a public company.
(ii) For change of name of the Company in accordance with the Section 21 of the Companies Act, 1956 by substituting the word "Private Limited" by the word "Limited". Consequently, the name would change from “___________ Private Limited” to “____________ Limited”.
(iii) To comply with the provisions of Section 44 of the Companies Act, 1956 which lays down that if a private company alters its articles in such a manner that they no longer contain the provisions which, under clause (iii) of Sub-section (1) of Section 3 of the Act, are required to be included in its articles in order to constitute it a private company, it shall, as on the date of the alteration, cease to be a private company and then it shall file prospectus or statement in lieu of prospectus with the Registrar of Companies within the time prescribed.
(iv) For alteration in the Memorandum of Association of the Company (alteration of the name clause) in accordance with the provision of Section 16 of the Act.”
(v) To comply with the provisions of section 3 (1) (iv) of the Companies Act, 1956, wherein the company shall have paid up share capital as may be prescribed, the minimum number of Directors shall be 3, the minimum number of shareholders shall be 7 and other applicable provisions, if any of the Companies Act, 1956.
For the aforesaid purpose approval of shareholders is required and so an extra-ordinary general meeting is required to be called.
The following resolution, in this respect, is proposed to be passed with or without modification/s:-
“RESOLVED THAT consent of the Board of directors be and is hereby accorded for converting the Company into a public Limited company subject to the approval of shareholders of the company by way of special resolution in General Meeting.”
“RESOLVED FURTHER THAT any of the Directors be and is hereby authorized to prepare the draft new set of Articles of Association as applicable on the Public Limited Companies having Share capital in accordance with the Companies Act, 1956 for the purpose of presenting before the shareholders for their approval.”
“RESOLVED FURTHER THAT an Extra-Ordinary General Meeting of the shareholders of the company be called on __day, the __rd day of ____, 2013 at __.00 P.M. at the Registered Office i.e. __________________, for inter alia, passing the Special Resolution for-
(i) Altering articles of association under Section 31 of the Companies Act, 1956, for converting private company into public company.
(ii) Changing the name of the company as per proviso to Section 21 and other applicable provisions, if any, of the Companies Act, 1956.”
“RESOLVED FURTHER THAT the draft notice for convening the EGM is placed before the Board to pass the abovementioned matter and the same has been be and is hereby approved.”
“RESOLVED FURTHER THAT ___________, Director of the company be and is hereby authorized to sign and issue the same.”
“RESOLVED FURTHER THAT ___________, Director of the company be and is hereby authorized to sign and file the required forms as prescribed under Companies Act, 1956 with the Registrar of Companies and to do all other acts, deeds and things as may be required in this regard.”
CAclubindia
