A Board Resolution For Subdivision of Shares is a crucial corporate document required under Indian law when a company decides to split its existing shares into shares of smaller face value. This document is typically used when companies aim to increase share liquidity, make shares more affordable for retail investors, or broaden their shareholder base. The resolution must comply with the Companies Act, 2013, and if applicable, SEBI regulations for listed companies. It contains detailed information about the subdivision ratio, existing and new face values, implementation timeline, and necessary authorizations. The document serves multiple purposes: it records the board's decision, provides authority for implementation, enables regulatory compliance, and serves as a reference for various stakeholders including shareholders, stock exchanges, and the Registrar of Companies.
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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 venue, time, directors present, quorum confirmation, and chairperson
3. Background: Current share capital structure, reasons for subdivision, and business rationale
4. Reference to Authority: Citation of relevant provisions of Companies Act, Articles of Association, and board's power to approve subdivision
5. Main Resolution: Formal resolution for share subdivision, including existing and new face value, and conversion ratio
6. Implementation Instructions: Directions for updating share certificates, records, and filing necessary forms
7. Authorization: Empowering company officials to execute necessary documents and take required actions
8. Closure: Meeting conclusion, vote of thanks, and signature requirements
1. Stock Exchange Notification: Required for listed companies to inform stock exchanges about the subdivision
2. Memorandum Amendment: If the share capital clause in MOA needs amendment
3. Regulatory Compliance: Special provisions if any specific regulatory approvals are required
4. Record Date: For listed companies, specifying the record date for implementing subdivision
5. Employee Stock Options: Required if company has ESOP schemes that need adjustment post-subdivision
1. Annexure A - Existing Shareholding Pattern: Detailed breakdown of current shareholding structure
2. Annexure B - Post-Subdivision Shareholding Pattern: Projected shareholding structure after subdivision
3. Annexure C - Draft Public Announcement: For listed companies, draft of announcement to be made to exchanges
4. Annexure D - Timeline for Implementation: Detailed schedule of activities for implementing the subdivision
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Manufacturing
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Energy
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Education
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Relevant Teams
Legal
Finance
Corporate Secretarial
Compliance
Investor Relations
Corporate Governance
Board Administration
Share Registry
Corporate Communications
Risk Management
Relevant Roles
Company Secretary
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Compliance Officer
Board Secretary
Managing Director
Chief Executive Officer
Director of Legal Affairs
Financial Controller
Corporate Governance Officer
Investor Relations Manager
Share Transfer Agent
Registry Manager
Corporate Actions Specialist
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