passed a board resolution instead of special resolution..

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This query is : Resolved

TARUNA NIRANKARI (Querist)

26 May 2011 a client in my CA's office filed form 5 to increase his private company's authorised capital..he completed all the details and filed all the papers and paid the fees and stamp duty...including the changes in MOA..but he mistakenly passed a board resolution...instead of a special resolution for altering the MOA...he is under litigation...he keeps saying his BOD are the only members of the company...so he passed a board resolution..
how can the situation be solved and what should be done for this

Jayashree S Iyer

Jayashree S Iyer (Expert)

26 May 2011 Going by the facts given, it appears that the shareholders and the directors are same in the company. In such a case, on the same Board Meeting date, record a General Meeting and pass the necessary resolution and keep the records in order. For General Meeting 21 days notice need to be served, however you can get a consent for short notice from the members and hold the meeting on the date of Board Meeting.

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TARUNA NIRANKARI

TARUNA NIRANKARI (Querist)

27 May 2011 thank u so much for ur reply...
what else should be done, in terms of forms to be filed with the ROC..
should a special resolution form be filled and filed? and then should an apology be sent or something for the mistake made?
or should he end up filing a completely new form and pay all the stamp duty again??