Ordinary Resolution for Conversion of Shares Into Stock

     

Ordinary Resolution for Conversion of Shares Into Stock

“RESOLVED THAT—

  1. pursuant to Section 61(1)(c) and other applicable provisions, if any, of the Companies Act, 2013, and Article .............. of Articles of Association of the company, out of the total authorized share capital of Rs.10 Crore, 10,00,000 (ten lakh) fully paid equity shares of Rs.10 (Rupees ten) each of the company bearing distinctive Nos. 1 to 10,00,000 (both inclusive), be and are hereby converted into stock;

2.  all the shareholders of the shares bearing distinctive Nos.1 to 10,00,000 be and are hereby authorised to surrender their share certificates to the company and obtain from the company stock certificates of the desired value, on an application addressed to the Board of directors of the company at the company’s registered office;

3.  the Board of directors of the company be and is hereby authorised to take all the necessary steps for giving effect the foregoing resolutions, including recall of the existing share certificates, issue, on specific requests from the shareholders, of stock certificates in lieu of the surrendered share certificates in terms of the foregoing resolutions and removal of the names of those shareholders from the register of members of the company, who surrender their share certificates and desire to have stock issued in lieu thereof.”

Special Resolution (Alteration of Clause V of MOA)

“RESOLVEDTHAT consequent upon conversion of equity shares of the company into stock, clause V (share capital clause) of the memorandum of association of the company be and is hereby substituted with the following:

“V. The Authorised Share Capital of the Company is Rs.10,00,00,000 (Rupees ten crore) divided into ninety lakh (90,00,000) equity shares of Rs.10/- (Rupees ten) each and stock of the aggregate value of Rs.1,00,00,000/-(Rupees one crore)”

Explanatory Statement

Members of the company holding shares bearing distinctive Nos. 1 to 10,00,000 (inclusive) have requested the company for the issue of stock in lieu of the shares held by them in the company. They have made the request on the ground that handling stock is easier than shares, for which they are required to keep a number of share certificates in safe custody and every time they transfer certain shares or buy certain shares they have to send share transfer forms and the relevant share certificates and other related documents to the company involving the risk of their being lost/pilfered in transit. This process also involves long delays on account of the unending paper work in the company’s office.

Responding to the demand of the members, the Board of directors of the company, at their meeting held on….......................... considered the matter in detail and eventually resolved to accede to the request of the members of the company and passed the necessary resolution to bring the matter before the shareholders of the company for their consideration and approval, with or without modifications.

Therefore, the proposed resolution is before the shareholders of the company for their consideration and approval. None of the directors of the company is concerned or interested in the proposed resolution.

Related Post :

Procedure for Conversion of Shares into Stock

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