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Resolution to alter Articles of Association (AOA) for amendment of capital clause

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Sample – 1

“RESOLVED THAT pursuant to the provisions of the Companies Act, 2013, the Articles of Association of the Company be altered by substituting the following as new Article ….. in place of the existing Article ….. thereof:

‘……. The Authorised Share Capital of the Company is  Rs 10,00,000 (Rupees Ten Lakhs only) divided into 1,00,000 (One Lakh only) Equity Shares of  Rs. 10 (Rupees Ten only) each, with power to increase and reduce the capital of the company and to divide the shares in the capital for the time being into different classes and to attach thereto respectively such preferential or special rights or privileges or conditions as may be determined by or in accordance with the company’s regulations and legislative provisions for the time being in force in that behalf.’”

Sample – 2 – One resolution to increase authorized share capital amendment to MOA and AOA

“RESOLVED THAT pursuant to the provisions of the Companies Act, 2013, the Authorised Share Capital of the Company be and is hereby increased from Rs. 1, 00,000 (Rupees One Lakh) divided into 10,000 (Ten Thousand) Equity Shares of Rs. 10 (Rupees Ten) each to Rs. 10, 00,000 (Rupees Ten Lakhs) divided into 1, 00,000 (One Lakh) Equity Shares of Rs. 10 each.”

“RESOLVED FURTHER THAT the following amendments be made to the Clause…….of the Memorandum of Association of the Company. To delete the first sentence of the existing clause…..and incorporate the following:

‘…… The Authorised Share Capital of the Company is Rs. 10, 00,000 (Rupees Ten Lakhs) divided into 1, 00,000 (One Lakh) Equity Shares of Rs. 10 each’.”

“RESOLVED FURTHER THAT Article…..of the Articles of Association of the Company be substituted as follows:

‘…… The Authorised Share Capital of the Company is Rs. 10,00,000 (Rupees Ten Lakhs) divided into 1,00,000 (One Lakh) Equity Shares of Rs. 10 each, with power to increase or reduce the capital, to divide the shares in the capital for the time being in several classes and to attach respectively such preferential, deferred, qualified or special rights, privileges or any conditions as may be determined in such a manner as they for the time being be provided by the regulations of the Company and to consolidate or sub divide the shares and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may for the time being subject to the provisions of the Act, be provided by the regulations of the Company.’”