A Board Resolution For Call On Shares is a critical corporate document used when an Indian company's board of directors decides to require shareholders to pay the unpaid portion of their partly paid shares. This document becomes necessary when a company needs to raise additional capital from existing shareholders who hold partly paid shares, typically as part of the company's planned capital raising strategy or to meet specific financial requirements. The resolution must comply with the Companies Act, 2013, SEBI regulations (for listed companies), and the company's Articles of Association. It typically follows a board meeting where the decision is made and includes specific details about the call amount, timing, payment methods, and consequences of non-payment. This document serves as the legal basis for the company to demand the called amount from shareholders and must be properly recorded in the company's minutes.
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1. Title and Date: Specifies that this is a Board Resolution and the date of the meeting
2. Meeting Details: Information about the meeting venue, time, and directors present
3. Chair: Names the person chairing the meeting
4. Quorum: Confirms that the required quorum is present for the meeting
5. Background: Brief context about the partly paid shares and reason for making the call
6. Reference to Authority: Citations of relevant provisions from Articles of Association and Companies Act
7. Main Resolution: The formal resolution text making the call on shares
8. Call Details: Specific amount of call, due date, and payment method
9. Implementation Instructions: Directives to company officers for implementing the resolution
10. Closure: Standard closing text and signature requirements
1. Special Payment Terms: Include when offering special payment arrangements or installment options
2. Class-Specific Provisions: Required when the call applies differently to different classes of shares
3. Interest Rate Declaration: Include when specifying interest rates for late payment
4. Forfeiture Warning: Add when including specific warnings about consequences of non-payment
5. Delegation of Powers: Include when specific powers are being delegated to officers for implementation
1. Schedule A - Share Details: List of partly paid shares with current paid-up amount and call amount
2. Schedule B - Shareholder List: Details of affected shareholders and their shareholdings
3. Schedule C - Payment Instructions: Detailed payment methods and bank account details
4. Appendix 1 - Notice Format: Template of the notice to be sent to shareholders
5. Appendix 2 - Relevant Articles: Extract of relevant articles from Articles of Association
Authors
Relevant legal definitions
Clauses
Relevant Industries
Banking & Financial Services
Manufacturing
Information Technology
Real Estate
Infrastructure
Telecommunications
Healthcare
Retail
Energy
Mining
Professional Services
Relevant Teams
Legal
Finance
Corporate Secretarial
Compliance
Corporate Governance
Board Secretariat
Treasury
Investor Relations
Share Registry
Corporate Affairs
Relevant Roles
Company Secretary
Chief Financial Officer
Board Director
Managing Director
Legal Counsel
Compliance Officer
Finance Manager
Corporate Governance Officer
Share Transfer Agent
Board Chairman
Company President
Executive Director
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