25 February 2013
Please provide me the format of Notice including: Ordinary business: to increase authorised capital Special business : to alter AOA and MOA to incorporate the same.
NOTICE is hereby given that an Extra-Ordinary General Meeting of the Members of the company will be held on Monday, 26th day of November, 2012 at 10 a.m at the Registered Office of the Company to transact the following business:
SPECIAL BUSINESS
1. To consider and, if thought fit, to pass with or without modification(s), the following resolution as Ordinary Resolution:-
“RESOLVED THAT pursuant to section 94 of the Companies Act, 1956 and other applicable provisions, if any, of the Companies Act, 1956, the Authorized Share Capital of the Company be and is hereby increased from Rs. 25,00,000/- (Rupees Twenty Five lakhs only) divided into 25,000 (Twenty Five thousand only) equity shares of Rs.100/- (Rupees one hundred only) each to Rs. 60,00,000/- (Rupees Sixty lakhs only) divided into 60,000 (Sixty thousand only) equity shares of Rs.100/- (Rupees one hundred only) ”.
2. To consider and, if thought fit, to pass with or without modification(s), the following resolution as Ordinary Resolution:- “RESOLVED THAT pursuant to section 16 of the Companies Act, 1956 and other applicable provisions, if any, of the Companies Act, 1956, the existing Clause V of the Memorandum of Association of the Company be and is hereby altered by deleting the same and substituting in its place and instead thereof, the following as new clause V:-
V. The authorized share capital of the company is Rs. 60,00,000/- (Rupees Sixty Lakhs only) divided into 60,000 (Sixty thousand ) equity shares of Rs.100/-(Rupees Hundred only) .
3. To consider and, if thought fit, to pass with or without modification(s), the following resolution as Special Resolution:-
“RESOLVED THAT pursuant to section 31 of the Companies Act, 1956 and other applicable provisions, if any, of the Companies Act, 1956, the Articles of Association of the Company be and is hereby altered by deleting the existing Article 5 and substituting in its place and instead thereof, the following as new Article 5 :-
5. The Authorized Share Capital of the company is Rs. 60,00,000/- (Rupees Sixty Lakhs only) divided into 60,000 (Sixty thousand ) Equity shares of Rs.100/-(Rupees one hundred only) with power to increase, alter ,reduce, subdivide, consolidate or reorganize the share capital in accordance with the provisions of the Companies Act,1956.
Cochin -682302 01/11/2012
By order of the Board of Directors BCW Managing Director
Notes:-
1. A Member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a member of the company. Proxy form duly completed should be deposited at the registered office of the company not less than 48 hours (forty eight hours) before the scheduled time of the extra ordinary general meeting. Blank proxy form is enclosed.
2. Relevant Explanatory Statement pursuant to section 173(2) of the Companies Act, 1956, in respect of Special Business as set out above is annexed hereto. -XX-
25 February 2013
EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT,1956.
Item 1 and 2.
In view of the proposed business plans of the company and the need to fund them, the Board of Directors of the Company feel s that , the Authorized Share Capital of the Company needs to be increased. Section 94 of the Companies Act,1956 and Article 5 of the Articles of Association of the Company, permits to increase the Share Capital by passing an Ordinary Resolution.
None of the Directors of your Company is interested or concerned in this Resolution. The Board of Directors commends the resolution for approval of the shareholders.
Item 3
The existing Article 5 of the Articles of Association of the Company specifies the present Share Capital of your Company. As the proposal is to increase the Authorized Share Capital base, substitution of the existing Article 5 is considered necessary in order to reflect the increase in Authorized Share Capital of your Company.
None of the Directors of your Company is interested or concerned in this Resolution.
The Board of Directors commends the resolution for approval of the shareholders.