Minutes of Board of Directors to approve the reduction of capital in a company.
The Chairman explained that the purpose of the meeting was for the board to consider and, if thought appropriate, (a) approve the proposed reduction of capital; (b) approve the contents of the circular to shareholders; (c) convene an extraordinary general meeting of the Company to amend the Company's articles of association (if necessary), consider the a resolution for reducing share capital and to consider certain related matters.
The Chairman explained that a reduction of capital was a Court approved procedure. The main steps involved were as follows: (a) the shareholders of the Company were asked to approve the reduction of capital by special resolutions; (b) a petition seeking the Court's confirmation of the reduction of capital, together with a supporting witness statement signed by the Chairman and other documentation, was presented to the Court and a date was fixed for the hearing of an application notice; (c) at the hearing of the application notice, the Court determined whether to settle a list of creditors and what directions needed to be made in respect of the hearing of the petition; (d) at the hearing of the petition the Court, if appropriate, made an order confirming the reduction of capital; and (e) the order was filed with the Registrar of Companies and, upon the order being registered by the Registrar of Companies, the shareholders' resolution reducing share capital became effective.
Subject to the necessary Court and shareholder approvals, it was expected that the reduction would become effective on or about a certain date.
It notes down the specifics of the meeting (date, time and place), the people who are present (chairperson, director(s)), the people who are in attendance (secretary, attendee(s)), the absentees and whether a quorum was met. It states that due notice of the meeting had been given to all Directors accordingly, and directors who gave notice of a conflict of interest abstained from voting.