The Board of directors of your company is intending to take approval from members of the company for consolidation of shares. The Managing director has advised you, company secretary of the company, to show him a specime

CS Executive · Company Law and Practice · PYQS · June 2026
The Board of directors of your company is intending to take approval from members of the company for consolidation of shares. The Managing director has advised you, company secretary of the company, to show him a specimen Notice of general meeting containing the resolution. Draft the Notice covering all incidental matters.

Answer & Explanation:

Name of the company............ Registered address:............ CIN............ Email....... Telephone.........Website....... NOTICE is hereby given that an (no. of meeting) Extra ordinary General Meeting of the members of ............ (Name of the Company) will be held on ....day, ..... December, 2025, at 11 AM at ............ (address) to transact the following business: SPECIAL BUSINESS To consider, and if thought fit, to pass, with or without modification, the following Resolution as a Special Resolution: "RESOLVED THAT pursuant to Section 13 read with Section 61(1)(b) and other applicable provisions, if any, of the Companies Act, 2013, and Article No.... of the Articles of Association of the company, all the ____ crore equity shares of ₹.... each of the company be and are hereby consolidated into ____ equity shares of ₹..../- each. and consequently, Clause V of the Memorandum of Association shall stand restated as follows:" "The Authorised Share Capital of the company is Rs. .......(... Crores) consisting of ..... Equity Shares of Rs. ..../- each." "RESOLVED FURTHER THAT all the present shareholders holding in all ____ issued, subscribed and fully paid equity shares of ₹.... (Rupees...) each be issued, in lieu of their present shareholding, the number of fully paid consolidated equity shares of ₹..... (Rupees ....) each." "RESOLVED FURTHER THAT the Board of directors of the company be and is hereby authorised to take all the necessary steps for giving effect to the foregoing resolution, including recall of the existing share certificates, issue of new share certificates in lieu of the existing issued share certificates in terms of the foregoing resolutions and in accordance with the applicable provisions of the Companies Act, 2013 read with Companies (Share Capital and Debentures) Rules, 2014." Explanatory Statement pursuant to section 102 of the Companies Act, 2013: In order to maintain uniformity in the nominal value of the company's equity shares with the nominal value of equity shares of other companies, the Board of directors of the company, at its meeting held on ____ resolved to alter Clause V of the Memorandum of Association consequent to consolidation of the company's equity shares of ₹. .... (Rupees ....) each into shares of ₹. .... (Rupees ....) each. Therefore, the proposed resolutions are commended to the shareholders of the company for their consideration and approval. The directors of the company are interested in the proposed resolutions to the extent of their respective shareholdings in the company. For and on behalf of ............ Name: Designation: Date: Place:

Topics: Share Capital and Debentures

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