format of special resolution

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CA.Ritu Agarwal (Querist)
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20 April 2009 please give me the formal of special resolution to be passed at the general meeting of the company for increasing the authorised capital of the company.

Vipul J. Bhavsar

Vipul J. Bhavsar (Expert)
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20 April 2009 The Format for Special Resolution is as follows:
"RESOLVED THAT pursuant to provisions of section 31 and other applicable provisions, if any, of the Companies Act, 1956, and further subject to any other laws and regulations, as may be applicable, existing Article __ (no. of the article)of the Articles of Association of the company be substituted by the following new Article __ (no. of the article):
__ (no. of the article). The Authorised Share Capital of the company is Rs.xxxx (figure) (In words) divided into XXXXX (figure)(In words)Equity shares of Rs._/- each, with the rights, privileges and conditions attaching thereto as are provided by the Articles of Association of the company with power to increase and reduce the capital of the company and divide the shares in the capital for the time being into several classes and to attach thereto respectively such preferential, deferred, qualified or special rights, privileges or conditions as may be determined by or in accordance with the Articles of Association of the company for the time being and to vary, modify, amalgamate or abrogate any such rights, privileges or conditions in such manners as may be permitted by the Companies Act, 1956 or provided by the Articles of Association of the company for the time being."

In addition to this, You need to give an "Explanatory statement and reasons for the Proposed resolution accompanying the notice dated ___ pursuant to section 173(2) read with section 192A (2) of the Companies Act, 1956" separately.

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Ankur Garg

Ankur Garg (Expert)
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29 April 2009 For increase in authorised capital under section-94 no special resolution is not required. Only Ordinary Resolution is sufficient because section-94 does not require SR.

In auth. capital increase process a Special resolution is required only if due to increase you have to amend Articles.

If you mention in your articles "Authorised Capital of the company is same as stated in Memorandum of Association of the company" then you don't need to amend your articles again & again on every increase of Authorised Capital.

Best Regards

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