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Sample Board Resolution for Making Calls on Shares/ Securities

board resolution for making calls on sharesAccording to Section 49 of the Companies Act, 2013, where any calls for further share capital are made on the shares of a class, such calls shall be made on a uniform basis on all shares falling under that class.

Explanation.—For the purposes of this section, shares of the same nominal value on which different amounts have been paid-up shall not be deemed to fall under the same class.

Draft board resolutions for making calls on shares under different circumstances are given hereunder for your reference.—


FORMAT #1

#. To make the first call on the equity shares.

“RESOLVED THAT the first call of Rs. ..../- (Rupees ................... only) be made on ..(number).. registered shareholders of the ..(number).. equity shares of Rs. ..../- each, payable on or before the .....th day of ......... of 20xx ("due date for payment").

FURTHER RESOLVED THAT the bankers of the company i.e. ......... Bank and ............ Bank be and is hereby authorised to collect the call money through their branch offices across India from the said shareholders on behalf of the company.

FURTHER RESOLVED THAT (Name), (Designation) and (Name), (Designation) of the company be and is hereby jointly authorised to make necessary arrangements with the bankers in this regard and to operate, on behalf of the company, the accounts with the aforesaid banks maintained for the purpose of collection of call money and any incidental activities with respect to that.

FURTHER RESOLVED THAT (Name), (Designation) and (Name), (Designation) of the company be and is hereby severally authorised to issue necessary call notices to the concerned shareholders, to file prescribed forms with RoC, if any, and to take required steps as may be necessary in this regard.

FURTHER RESOLVED THAT interest at the rate of .....% (......... per cent) per annum be charged from the shareholders in the event of failure in making the payment of the call money on or before the due date.”


FORMAT #2

#. To make calls on shares payable in installments.

“RESOLVED THAT the first/second call on ..(number).. equity shares of Rs. ..../- each be and is hereby made on all the ......... class of registered equity shareholders of the company.

RESOLVED FURTHER THAT the said call money be payable in two installments by the said shareholders at the Registered Office of the company or to the company's authorised bankers as mentioned hereunder:
•  Rs. ..../- (Rupees ................... only) per equity share on or before ....th day of ............., 20xx;
•  Rs. ..../- (Rupees ................... only) per equity share on or before ....th day of ............., 20xx.

RESOLVED FURTHER THAT the ................... Bank, ............... with branch offices at ........................, ..................... & ................. and ................... Bank, ............... with branch offices at ........................, ..................... & ................. be and is hereby appointed as authorised bankers for the purpose of collection of call money on the aforesaid shares and to take all necessary actions as instructed from time to time.

RESOLVED FURTHER THAT (Name of the Officer), (Designation) and (Name of the Officer), (Designation) of the company be and is hereby jointly authorised to operate the accounts with the aforesaid banks opened and maintained on behalf of the company for the purposes of call money deposit.

RESOLVED FURTHER THAT interest at the rate of .....% (......... per cent) per annum be charged from the shareholders in the event of failure in making the payment of the call money on or before the due date.”


FORMAT #3

#. To make the final call on the equity shares.

“RESOLVED THAT the final call be made on all the registered shareholders of partly paid shares of Rs. ..../- (Rupees ................... only) each and thereby making in all Rs. ..../- (Rupees ................... only) per share fully called up.

FURTHER RESOLVED THAT the final call on shares be made payable on or before the .....th day of ......... of 20xx ("due date for payment").

FURTHER RESOLVED THAT the bankers of the company i.e. ....... Bank and ............ Bank be and is hereby authorised to receive the call money from the shareholders on behalf of the company.

FURTHER RESOLVED THAT the Managing Director and the Company Secretary of the company be and is hereby severally authorised to issue necessary call notices to the concerned shareholders and to do all such acts, deeds and things as may be necessary in this connection.

FURTHER RESOLVED THAT interest at the rate of .....% (......... per cent) per annum be charged from the shareholders in the event of failure in making the payment of the call money on or before the due date.”


FORMAT #4

#. To make the first and final call on the equity shares.

“RESOLVED THAT the first and final call of Rs. ..../- (Rupees ................... only) per share be made upon ................. equity shares of Rs. ..../- (Rupees ................... only) each and that the said call be made payable on or before ...(Date)...

RESOLVED FURTHER THAT the following banks and their respective offices in India are hereby appointed as the Company's Bankers and hereby authorised to collect the call money from the shareholders on behalf of the company in this connection:

(1) ..................... Bank having registered office at .....................;
(2) ..................... Bank having registered office at .....................; and
(3) ..................... Bank having registered office at ......................

RESOLVED FURTHER THAT (Name of the Director/Officer), (Designation) of the company be and is hereby authorised to operate the aforesaid accounts on behalf of the company for all purposes without any monetary limits in connection with the foregoing resolutions.

RESOLVED FURTHER THAT the Managing Director and Company Secretary be and is hereby severally authorised to issue call notices to the shareholders on behalf of the board of the company.

RESOLVED FURTHER THAT interest at the rate of .....% (......... per cent) per annum be charged from the shareholders in the event of failure in making the payment of the call money on or before the due date.”

Comments

  1. Abhishek Kumar7/02/2020

    Superb. Thanks a lot. I am still learning how to draft the resolutions.

    ReplyDelete

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