HOW TO DRAFT A RESOLUTION AND SPECIMEN RESOLUTIONS
CHECKLIST FOR DRAFTING RESOLUTION
- The
Resolution should always start with RESOLVED THAT……
- In
case of lengthy resolution the resolution should be sub-divided into
sub-resolutions starting with RESOLVED FURTHER THAT……
- Specify
what kind of meeting should be
conducted, i.e. Board or General Meeting
- Mention
type of resolution should be passed,
whether ordinary or special or Board resolution.
- Refer
relevant section under Companies Act 1956.
- In
case of General Meetings, mention the kind of business, i.e. Ordinary or
Special business
- Authorization
to file the forms and to make applications should also be form part of the
resolution.
- The
resolution should always be specific, precise and not in the negative
form.
- Consider
whether approval from ROC, Regional Director, CLB, Central Government or
other agencies for that transaction.
- Specify
the maximum and minimum limits wherever required under the provisions of
Companies Act 1956.
- In
case of listed companies, the transaction transacted should be as per the
listing agreements. The same should also be mentioned in the resolution.
Resolution by
Circulation
As per section 289 of Companies
Act 1956, a resolution other than a resolution which should be passes only by
board, can be passed by a circulation.
By passing a resolution by circulation,
it does not dispense with the need of holding a Board Meeting once in at least
3 months
Draft Resolution by
Circulation
Circular Board Resolution
To the Directors of the company
Mr…. Dated…….
……..
(in India)
Dear Sir,
It is proposed to (the purpose). This cannot wait till the
next board meeting of Board of Directors. Accordingly I am sending herewith the
following resolution, in duplicate, which is intended to be passed as a
resolution by circulation as provided in section 289 of Companies Act 1956 for
your kind consideration.
RESOLVED THAT pursuant to Section 260 of the
Companies Act, 1956 and Article No..... of the Articles of Association of the
Company, Mr...... be and is hereby appointed as Additional Director of the
Company.”
For/Against
(Please tick)
Signature
You are requested to return the duly signed duplicate copy
of the same after your assent or dissent to the proposal under your signatures
at the register office of the company at your early convenience.
Yours faithfully,
For ………Limited
Authorised Signatory
To conclude that we may say that the resolution passed by
circulation does not dispense with the need of holding a Board Meeting once in
at least 3 months.
SPECIMEN RESOLUTIONS
1. Subscribers to
Memorandum:
Kind of Meeting: Board Meeting
Type of Resolution: Resolution by simple majority
"RESOLVED that pursuant to sec 41(1) of Companies Act
1956, the following persons who had subscribed to the Memorandum of Association
of the company and agreed to take the number of shares in the capital of the
company as shown herein below opposite their respective names be called upon to
subscribe to the share capital of the company at the rate of Rs. 10/- per
equity share :
Name of the subscriber No. of equity share
of Rs. 10/- each
---------------------------- -----------------------
(a)
(b)
(c)
2.Adoption of common seal:
Kind of Meeting: Board Meeting
Type of Resolution: Resolution by simple majority
“RESOLVED that the proposed common seal of the company submitted to the
meeting, be and is hereby adopted as the common seal of the company and that
the common seal be kept in the custody of Shri……...
secretary of the company.”
3. Election of Chairman:
Kind of Meeting: Board Meeting
Type of Resolution: Resolution by simple majority
"RESOLVED that pursuant
to sec 175 of Companies Act 1956, Shri.………… be and is hereby appointed as the
Chairman of this meeting and to hold the office of the chairman of every
subsequent Board Meeting of the company until otherwise decided."
4. Approval of the
statement of preliminary expenses:
Kind of Meeting: Board Meeting
Type of Resolution: Resolution by simple majority
RESOLVED that pursuant to sec 165 of Companies Act 1956, the
preliminary expenses amounting to Rs. .…….. expended by the promoters of the
company in connection with incorporation of the company as per the statement
tabled before the meeting and initialed by the Chairman for purpose of
identification be and are hereby approved."
5. Registration of a
company:
Kind of Meeting: Board Meeting
Type of Resolution: Resolution by simple majority
“WHEREAS that pursuant to sec 33 of Companies Act 1956, the
name "XYZ Pvt. Ltd." has been made available for registration by the
Registrar of Companies, Tamil Nadu;
AND WHEREAS the proposed company is desirous of entering
into an agreement with Shri. K.L. Singhania to be the managing director of the
company on its incorporation;
NOW THEREFORE IT RESOLVED that Shri………… a secretary in
whole-time practice be and is hereby instructed to file the Memorandum and
Articles of the company as also the agreement which the company proposes to
enter into with Shri. K.L. Singhania to be the managing director of the
company;
RESOLVED further that Shri. S.N. Srivastva and Shri. B.S.
Patil, subscribers to the Memorandum be and are hereby authorized to sign the
aforementioned agreement as soon as the company is incorporated and as soon as
the Registrar of Companies, Rajasthan, so directs them to sign the
aforementioned agreement."
6.Certificate of
Incorporation:
Kind of Meeting: Board Meeting
Type of Resolution: Resolution by simple majority
"RESOLVED that as per sec 34(1) of Companies Act 1956,
the certificate of incorporation, dated ……… issued by the Registrar of
Companies, Tamil Nadu along with the printed copy of the Memorandum and
Articles of Association of the company be and is hereby perused and noted by
the Board.
RESOLVED further that the Certificate of Incorporation be
kept in the safe custody of the Company Secretary."
7.Incorporation of
the company:
Kind of Meeting: Board Meeting
Type of Resolution: Resolution by simple majority
RESOLVED that pursuant to sec 34 of Companies Act 1956,
prints of the memorandum and Articles of Association of the company and the
certificate of incorporation dated the ..………., 2000………, laid before the
meeting, perused be taken on record and the Secretary of the Company be
directed to keep the original copy of the Certificate of Incorporation in safe
custody.
8.Financial year of
the company:
Kind of Meeting: Board Meeting
Type of Resolution: Resolution by simple majority
RESOLVED that pursuant to sec 210 of Companies Act 1956 and
subject to the approval of income-tax authorities, the first ~Financial Year’
of the company be the period from the date of incorporation of the company,
viz.,………, 2000 …… to ………., 2001……, both days inclusive, and that the second and
the subsequent `Financial Years’ of the company be the period from 1st April to
31st March in each year."
9. Appointment of additional director:
Kind of Meeting: Board Meeting
Type of Resolution: Resolution by simple majority
“RESOLVED that pursuant to Section 260 of the Companies Act, 1956 and Article
No..... of the Articles of Association of the Company, Mr...... be and is
hereby appointed as Additional Director of the Company.”
10.Appointment of
alternate Director in the absence of any provisions in the Articles of
Association:
General Meeting
Ordinary Resolution
"RESOLVED that pursuant to the provisions of section
313(1) of the Companies Act, 1956, authority be and is hereby given to the
Board of directors of the Company to appoint a suitable person as alternate
Director to act for Shri…A……., who is likely to stay in the Germany during
large part of the year 1999 and that the alternate Director so appointed will
hold office only in the absence of Shri……… from the State (in which meetings of
the Board are ordinarily held) and shall vacate his office as and when Shri……..
returns to this State."
11.Appointment of
Director to retire by rotation:
Kind of Meeting: General Meeting
Type of Resolution: Ordinary Resolution
‘RESOLVED that as per sec 255 of Companies Act 1956,
Shri…………, be and is hereby appointed as a Director of the Company whose period
of office shall be liable to determination by retirement of Directors by
rotation."
12.Retirement of a
director due to failure to be elected Sec 256:
Kind of Meeting: General Meeting
Type of Resolution: Ordinary Resolution
"WHEREAS the Chairman tabled before the meeting a
proposal for re-election of Shri………, a Director, retiring by rotation at this
meeting;
AND WHEREAS Shri……… expressed his desire not to be
re-elected and whereas the said proposal had no proposer and/or seconder, and
consequently could not be put to vote;
AND WHEREAS Shri……….., consequently vacated his seat from
the Board from the date thereof;
NOW THEREFORE it is resolved not to fill up the vacancy so
created and that the number of directors be reduced accordingly."
13.Appointment of a
director other than a retiring Director:
Kind of Meeting: General Meeting
Type of Resolution: Ordinary Resolution
"RESOLVED that as per sec 256 of Companies Act 1956,
Shri….., who has filed his consent to act as a Director, pursuant to section
264 of the Companies Act, 1956, be and is hereby appointed a Director of the
Company whose period of office shall be liable to determination by retirement
of Directors by rotation."
14.Filling up of
casual vacancy in the office of Director:
Kind of Meeting: General Meeting
Type of Resolution: Ordinary Resolution
"RESOLVED that Shri. XYZ be and is hereby appointed as
a director of the Company to fill up the vacancy caused by sudden demise of
Shri. PQR in respect of which vacancy the Company has received a notice in
writing pursuant to Section 257 of the Companies Act, 1956 from a member of the
Company proposing his candidature for the office of Director of the
Company."
15.Fixing the
maximum/minimum number of Directors within the permissible limit fixed by the
Articles of Association:
Kind of Meeting: General Meeting
Type of Resolution: Ordinary Resolution
‘RESOLVED that pursuant to the provisions of section 258 and
subject to the provisions of sections 252, 255, 259 and article………..of the
Articles of Association of the Company, the number of directors of the Company
shall not be less than 2 nor more than twelve."
16.Increase in number
of Directors beyond twelve:
Kind of Meeting: General Meeting
Type of Resolution: Ordinary Resolution
"RESOLVED that subject to the approval of the Central
Government consent of the members be and is hereby given for substituting the
existing article No. 45 of the Articles of Association of the Company by the
following article :
"45. The number of Directors shall not be less than two
nor more than fourteen."
17.Option to adopt
system of proportional representation for appointment of Directors:
Kind of Meeting: General Meeting
Type of Resolution: Special Resolution
"RESOLVED that the existing article 84 of the Articles
of Association of the Company be and is hereby substituted by the following
article.
"84. Not less than 2/3rd of the total number of
Directors of the company shall be appointed according to the principle of
proportional representation by single transferable vote, the appointments being
made once in every three year and interim casual vacancies shall be filled in
accordance with the provisions mutatis mutandis of section 262.
Provided that at the first Annual General Meeting of the
company held after the adoption of this article, all the retiring Directors of
the company shall retire and in their place appointment shall be made according
to this article; the retiring Directors shall be eligible for re-appointment
under this article."
18.Employing a director’s relative:
Kind of Meeting: General Meeting
Type of Resolution: Special Resolution
“ RESOLVED pursuant to Section 314(I-B) of the Companies Act 1956 and subject
to prior approval of the Central Government that Mr………….. a relative of Mr.…………
a director of the company, be appointed as General Manager (Production) of the
company at a monthly remuneration of Rs………….”
“ Further resolved that the remuneration payable to Mr…………. as aforesaid will
be subject to such modification as may be required by the Central Government
and acceptable to the Board of Directors and Mr…………”
19. Appointment of
Managing Director and approval of terms thereof:
Kind of Meeting: General Meeting
Type of Resolution: Ordinary Resolution
"RESOLVED that, and subject to the approval of the
Central Government and pursuant to sections 268, 269 and 309 of the Companies
Act, 1956, approval be and is hereby given to the appointment of Shri
M.K.Tiwari, as the Managing Director of the Company, for a period of five years
from……., 2000….…., on the terms and conditions contained in an agreement (a
draft of which is laid on the table and for the purpose of identification
initialed by the Chairman hereof) and that the Directors be authorized to
alter, modify and vary the terms and conditions of the said appointment without
increasing the remuneration mentioned therein and in such manner as may be
directed by the Central Government."
20. General
authorization to Managing Director:
Kind of Meeting: Board Meeting
Type of Resolution: Resolution by simple majority
"RESOLVED that pursuant to sec 292, Shri ABC, Managing Director of the Company be
and is hereby authorized to sign and execute all agreements, undertakings,
applications, returns, papers, receipts, all documents relating to excise,
customs, sales-tax and all other document(s) including agreements relating to
the purchase, as also sale of Company’s products which require authentication
in the name and on behalf of the Company and to do all or any of the acts,
deeds, matters and things as may be considered expedient and necessary on
behalf of the Company.
RESOLVED further that Shri ABC, Managing Director be and is
hereby authorized to appear and act on behalf of and represent the Company in
all matters before Central Government, State Governments and similar other
authorities, public bodies, public officers, local self-government bodies, and
all Government Officers and Officers of the JAIPUR Municipalities and other
Municipalities and to sign and execute all applications, returns, objections,
documents, agreements and papers that may be required for and on behalf of the
Company in or in relation to any matter in which it is interested or may be
concerned in any way.
RESOLVED further that Shri ABC, Managing Director of the
Company be and is hereby authorized to incur such expenditure for the conduct
of the business of the Company such as payment of salary to staff, rents for
the building, electricity and water charges etc. and such other expenditure as
he may deem necessary and proper.
RESOLVED further that Shri ABC be and is hereby authorized
to sub-delegate all or any powers hereby conferred to other Officer/Officers of
the Company as he may think fit."
21. Sanction of
payment of remuneration to Whole-time Director:
General Meeting
Special Resolution
‘RESOLVED that as per sec 309 and subject to the approval of
the Central government and pursuant to section 309(3) and other applicable
provisions of the Companies Act, 1956, and subject to such modifications which
the Central Government may direct in this regard, consent be and is hereby
accorded to the payment of remuneration to Shri………., a whole-time Director of
the Company of Rs.1,25,000/- p.m. plus commission at the rate of 0.5% of the
net profit of the company subject to maximum of Rs. 20,000/- p.a. plus
perquisites the monetary value of which shall not exceed Rs. 1,25,000/-
p.m."
22. Variation in the
remuneration of a whole-time Director:
General Meeting
Ordinary Resolution
"RESOLVED that subject to the approval of the Central
government and pursuant to section 309 of the Companies Act, 1956, the
remuneration of Shri…….., Whole-time Director of the Company be and is hereby
modified by reimbursement of rent to Shri……….. in respect of the residential
premises occupied by him subject to ceiling of Rs. 15,000/- per month."
23.Appointment of a person as a managing director, who
is already a managing director in two other companies:
“RESOLVED that pursuant to the provisions of Sections 269, 309, 311, 316 and
other applicable provisions, if any of the Companies Act, 1956 and subject to
the approval of the company in general meeting and of the Central Government,
Shri. XY, who is already the Managing Director of PQ Limited and BCD Limited,
be and is hereby appointed as the Managing Director of the company for a period
of 5 years from June 1, 2000, with the consent of all the Directors present at
the meeting, of which the resolution to be moved thereat the specific notice
was given to all the Directors, on the terms and conditions contained in the draft
agreement tabled and initialled by the Chairman for identification.
RESOLVED FURTHER that Shri A & Shri B, Directors of the company be and are
hereby authorised to execute the said agreement subject to such modifications
as may be made by the Central Government.”.
24.Delegating power to managing director to invest
surplus funds:
“RESOLVED that Shri..................., Managing Director, be and is hereby
authorized to make investments in bonds and debentures of Financial
Corporations in such a way that the surplus funds of the company may be
beneficially utilized and the said investments may be disposed off as and when
necessary and that such investments shall not exceed the aggregate value of Rs
.................... at any time provided that no investments should be made by
the Managing Director in shares of companies coming within the purview of
Section 372 of the Companies Act, 1956.
RESOLVED FURTHER that the Managing Director be and is hereby authorized to sign
the applications and receive moneys in respect of the said investment and
furnish receipts and further, to sign papers to dispose off the investments by
sale as and when necessary.”
25.Authority to
directors to borrow in excess of paid up capital and free reserves vide
sec.293(1)(d):
General meeting
Ordinary resolution (special resolution is usually preferred)
“Resolved that the consent of the company be and is hereby accorded under the
provisions of section 293(1)(d) of the Companies Act 1956 to the board of
directors of the company to borrow for the purpose of business of the company
notwithstanding that the moneys already borrowed together with moneys borrowed
by the company (apart from temporary loans obtained from the company’s bankers
in the ordinary course of business) will exceed the aggregate of paid up
capital and free reserves (not set apart for any specific purpose), provided
that the total amount up to which moneys may be borrowed by the board of
directors shall not exceed Rs……./(amount in words) at any time.”
Can be made as a separate part – Resolved further that….
26.Authorizing
creation of mortgage to secure the proposed issue of debentures:
General Meeting
Ordinary Resolution
"RESOLVED that the consent of the Company be and is
hereby accorded pursuant to the provisions of Section 293(1)(a) of the
Companies Act, 1956 to the Board of Directors of the company (the Board)
creating such mortgages of and/or charging, on such terms and conditions and at
such time or times and in such form or manner as it may think fit the whole or substantially
the whole or any one or more of the Company’s undertakings or all its
undertakings, including the present and/or future properties, whether movable
or immovable comprised in any and/or existing and/or new undertakings of the
Company, as the case may be, together with the power to take over the
management of the business and concern of all or any such undertaking(s) of the
Company in certain events, to or in favour of the Trustees or Agent and
Trustees to be appointed by the Board for the holder of Debentures up to the
value not exceeding Rs…….proposed to be issued by the Company (the Debentures)
as security for the Debentures together with interest thereon, and
further/compound interest if any thereon, commitment charges, liquidated
damages, remuneration of the Trustees/Agents and Trustees ,costs charges,
expenses and other monies, payable in the above connection in terms of the
Agreement to be entered into between the Company and the Trustees/Agents and
Trustees in respect of the Debentures, such security to rank paripassu with or
second or subservient to the mortgages and/or charges already created or to be
created in future by the Company or in such manner as may be agreed to between
the concerned parties and as may be though expedient by the Board and further
that the Board be and is hereby authorized to finalize and execute the
documents and any other deeds papers and writings for creating the
aforementioned mortgages and/or charges and to do all such acts deeds and
things as may be necessary or expedient for implementing this Resolution."
27.Removal of Director
General meeting
Ordinary resolution
Special Notice
"RESOLVED that as per sec 284 of Companies Act 1956,
Shri…………., be and is hereby removed from office of the Director in the
Company."
28.Constituting a share transfer committee:
“RESOLVED that a Committee of Directors named Share Transfer Committee,
consisting of Shri..............., Shri.................. , and
Shri................... be and is hereby constituted to approve of registration
of transfer of shares received by the company and to carry out the following:-
1. To approve and register transfer/transmission of shares.
2. To sub-divide, consolidate and issue share certificates.
3. To authorize affixation of common seal of the company.
4. To issue share certificates in place of those which are damaged or in which
the pages are completely exhausted provided the original certificates are
surrendered to the company.
RESOLVED that two directors should form the quorum for a meeting of the said
Committee.”
29.Constitution of Audit Committee:
“RESOLVED that Shri B, Shri P and Shri G, Directors do constitute Audit
Committee of the Board.”
“RESOLVED FURTHER that the aforesaid committee be and is hereby authorised to
supervise, guide and review the accounting and financial statements, the
internal control systems, suggest improvements/changes in financial and
accounting policies and practices of the company, ensuring compliance with
accounting standards, compliance with stock exchange and legal requirements
concerning financial statements as also recommending appointment and removal of
external auditor.”
“RESOLVED FURTHER that the members of the committee shall elect a Chairman from
amongst themselves.”
“RESOLVED FURTHER that Shri K, the Company Secretary of the company shall act
as Secretary of the Committee.”
30.Appointment of First Auditors:
Kind of Meeting : Board Meeting
Type of Resolution : Resolution with simple majority
“ RESOLVED that pursuant to sec 224 of Companies Act 1956, M/s ……………. be and
are hereby appointed auditors of the company to hold office till the conclusion
of the first Annual General Meeting at a remuneration of Rs …………”
31.Appointment of
Auditors:
Kind of Meeting: General Meeting
Type of Resolution: Ordinary Resolution
"RESOLVED that pursuant to sec 224 of Companies Act
1956, M/s. XYZ & COMPANY, Chartered Accountants, Chennai - 600 024, be and
are hereby appointed as the Auditors of the Company to hold office from the
conclusion of this meeting until the conclusion of the next Annual General
Meeting of the Company on a remuneration of Rs………...plus reimbursement of any
out-of-pocket expenses that may be incurred by the said M/s. XYZ & COMPANY
for discharging their duties as Auditors of the Company."
32.Re-appointment of
the retiring Auditor:
Kind of Meeting: General Meeting
Type of Resolution: Ordinary Resolution
"RESOLVED that the Auditors of the Company, M/s. XYZ
& COMPANY, Chartered Accountants, who retire at this meeting, being
eligible and willing to act as Auditors, be and are hereby appointed Auditors
of the Company to hold office till the conclusion of the next Annual General
Meeting at a remuneration of Rs. 50,000/- plus such out-of-pocket expenses, as
may be incurred by such Auditors in connection with the audit of Company."
33.Appointing another
in place of the retiring Auditor:
Kind of Meeting: General Meeting
Type of Resolution: Ordinary Resolution
"RESOLVED further that M/s. XYZ & COMPANY,
Chartered Accountant, be and are hereby appointed as the Auditors of the
Company in place of the retiring auditors, M/s. PQR & COMPANY, to hold
office until the conclusion of the next Annual General Meeting at a
remuneration of Rs……….."
Appointment & removal of Auditors by special notice:
Kind of Meeting: General Meeting
Type of Resolution: Ordinary Resolution
"WHEREAS a notice has been received pursuant to section
225(1) of the Companies Act, 1956, from shareholders for the removal of the
Company’s retiring Auditors, M/s. XYZ & COMPANY, Chartered Accountants, and
for appointment of M/s. PQR & COMPANY, in their place;
NOW THEREFORE it is resolved that M/s. PQR & COMPANY,
Chartered Accountants, Chennai – 600024, be and are hereby appointed as the
Auditors of the Company from the conclusion of this Annual General Meeting
until the conclusion of the next Annual General Meeting at a remuneration as
may be mutually agreed upon between the said M/s. PQR & COMPANY, and the
Board of Directors of the Company."
34. Appointment of Cost Auditor:
Kind of Meeting : Board Meeting
Type of Resolution : Resolution with simple majority
“ RESOLVED that subject to the approval of the Central Government, pursuant to
Section 233B of the Companies Act 1956, ..………………… Cost Accountants be appointed
Cost Auditor for auditing the company’s cost accounting records for the
financial year ………… on a remuneration of Rs …………”
35.Appoint a person as an auditor, other than the
retiring auditor:
Kind of Meeting: General Meeting
Type of Resolution: Ordinary Resolution (special notice is required for the
resolution)
“ RESOLVED that pursuant to the provisions of Section 225 of the Companies Act
1956 M/s …………… Chartered Accountants of …………. be and are hereby appointed
auditors of the company in place of retiring auditors M/s ……………. to hold office
from the conclusion of the AGM until the conclusion of the next AGM at a
remuneration of Rs. ………. plus out of pocket expenses .”
36.Appointment of a whole-time Company Secretary:
Kind of Meeting: Board Meeting
Type of Resolution: Resolution with simple majority
“ RESOLVED that Mr. ……………… who possesses the required qualifications under the
Companies (Appointment and Qualification of Secretary) Rules 1988 be and is
hereby appointed as a secretary on the terms and conditions contained in the
draft letter of appointment, a copy of which duly initialed by the chairman for
the purpose of identification was tabled and approved at the meeting.”
37.Authorisation to
Secretary to furnish certified copies of Board’s resolutions:
Kind of Meeting: Board Meeting
Type of Resolution: Resolution with simple majority
"RESOLVED that Shri MNO, Secretary be and is hereby
authorised to act as per Board’s instructions and also to furnish certified
true copies of the Board Resolutions to various authorities, institutions like
banks in India and abroad etc., and it shall constitute necessary authority for
the said authorities, institutions, etc., to rely upon and act according to the
decisions as communicated in the said resolutions."
38.Appointment of a
Manager:
Kind of Meeting: Board Meeting
Type of Resolution: Resolution with simple majority
"RESOLVED that pursuant to sec 2(24) of Companies Act
1956, Shri. X, who is working as manager of the company be and is hereby
appointed as manager within the meaning of section 2(24) of the Companies Act,
1956, on the same terms and conditions as hitherto.
RESOLVED further that Shri. Y, secretary of the company be
and is hereby directed to file the necessary returns with the R.O.C. and, if
necessary, make application to the Central Government for approval of
appointment of manager for a period of five years from…………
39.Opening a branch office of the Company:
Kind of Meeting: Board Meeting
Type of Resolution : Resolution with simple majority
“ RESOLVED that a branch office of the company be opened at
..................... which shall start functioning from .............. and
Shri........................ Managing Director of the Company be and is hereby
authorised to appoint a Manager to look after setting up of the branch office
and to manage day-to-day affairs of the said branch.”
40.Opening of Bank
Account:
Kind of Meeting: Board Meeting
Type of Resolution : Resolution with simple majority
"RESOLVED that a Current Account in the name of the
Company with……….. Bank at ………. Branch be opened and the said bank be instructed
to honour cheques, bills of exchange and any other negotiable instrument signed
by any two directors of the Company.
RESOLVED further that any two of the directors of the
directors of the Company be and hereby are authorized to endorse on behalf of
the Company and present for collection to the credit of the aforementioned bank
account all cheques, bills of exchange and any other negotiable
instrument."
41.Change the name of the Company:
Kind of Meeting: General Meeting
Type of Resolution: Special Resolution
“ RESOLVED that pursuant to provisions of Section 21 of the Companies Act 1956
and subject to the approval of the Central Government the name of the company
be changed from .……………..… to ……………………”
42.Registered Office
of the company:
Kind of Meeting: Board Meeting
Type of Resolution : Resolution with simple majority
"RESOLVED that pursuant to sec 146 of Companies Act
1956, the registered office of the company be situated at ………………. and the
Secretary be instructed to sign and file the notice of the situation of such
registered office with the Registrar of Companies, …….., in Form No. 18
pursuant to section 146 of the Companies Act, 1956.
RESOLVED further that a name plate or board be affixed at
the registered office and that the company’s name and address of the registered
office be used or mentioned in legible character in all business letters, in
all its bill heads and letter papers and in all its notices and other official
publications, etc., pursuant to section 147 of the Companies Act, 1956."
43.Shifting of Registered office from one state to
another:
Kind of Meeting: General Meeting
Type of Resolution: Special Resolution
“ RESOLVED that pursuant to Section 17 of the Companies Act 1956 and subject to
the confirmation of the Company Law Board, the registered office of the company
be shifted from ……………. to ……………… and that the existing clause II in the
Memorandum of Association of the company be altered accordingly.”
44.Commence new business:
Kind of Meeting: General Meeting
Type of Resolution: Special Resolution
“ RESOLVED that pursuant to Section 149(2A) of the Companies Act 1956 approval
be and is hereby given to the commencement by the company of all or any of the
business specified in clause ….. of the object clause ….. of the Memorandum of
Association of the company.”
46.Alteration of
Objects Clause of Memorandum of Association:
Kind of Meeting: General Meeting
Type of Resolution: Special Resolution
"RESOLVED that as per sec 17 of Companies Act 1956,
Objects Clause III of the Memorandum of Association of the company be altered
by insertion of the undermentioned sub-clause after sub-clause (5) as
sub-clauses (5A) and (5B):
(5A) To carry on the business of manufacturing of steel and
iron wares, hardware steel rods asbestos sheets ,electric shades and hospital
appliances and other items.
(5B) To manufacture machinery, devices, tools and equipments
required for the manufacturing of the above referred items."
47.Increase in the Authorised share capital of the
company:
Kind of Meeting: General Meeting
Type of Resolution: Ordinary Resolution
“ RESOLVED that pursuant to Section 94 and other applicable provisions if any
of the Companies Act 1956, the authorised share capital of the company be and
is hereby increased from Rs ………….. to Rs………… divided into ………… equity shares of
Rs …….each by creation of ………….new equity shares of Rs …….. each ranking pari
passu with the existing shares of the company.”
48.Alteration of
capital clause of the Memorandum:
Kind of Meeting: General Meeting
Type of Resolution: Special Resolution
"RESOLVED that clause 5 of the Memorandum of
Association of the Company along with the marginal notes thereto be deleted and
the following new clause 5 be substituted therefore:
Capital 5. The share capital of the company of the is
Rs.7,50,00,000 divided into company 70,00,00 equity shares of Rs. 100 each and
50,000 9 ½ per cent re-deemable cumulative shares of Rs. each."
49. Alteration of
Articles of Association for Conversion of Public Company into Private Company:
Kind of Meeting: General Meeting
Type of Resolution: Special Resolution
"RESOLVED that subject to the sanction of the Central
Government, the Company be and is hereby converted into private limited company
and consequently the word `Private’ be added to the name of the company,
wherever the same appears in the Memorandum and Articles of Association of the
company.
RESOLVED further that the Articles of Association of the
Company be amended to make provisions for the following:
1. The number of members of the company (excluding the
persons who are in the employment of the company and of persons who, having
been formerly in the employment of the company are while in such employment and
have continued after the determination of such employment to be members of the
company) shall not exceed fifty.
2. No share shall be transferred to a person who is not a
member of the company, so long as any member is willing to purchase the same at
a fair value.
3. The company shall not invite the public to subscribe for
its shares and debentures.
4. The company shall be prohibited from issuing share
warrants to bearer.
RESOLVED further that the Secretary of the Company be and is
hereby authorized to take further steps for giving effect to this
resolution."
50.Declare a dividend:
Kind of Meeting: Annual General Meeting
Type of Resolution: Ordinary Resolution
“ RESOLVED that the dividend for the year ended ....................... at the
rate of Rs.... per share on the amount paid up on the equity capital of the
company subject to deduction of tax at source be and is hereby declared for
payment to those whose names appeared on the Register of Members as on the date
of annual general meeting.”
51.Approving report of the board u/s.217:
Kind of Meeting: Board Meeting
Type of Resolution: Resolution with simple majority
“ RESOLVED that the report of the Board of Directors for the year ended ………..
as per draft placed before the board and initialed by the Chairman be and is
hereby approved and the Chairman be and is hereby authorized to sign the report
on behalf of the Board for issuing it to members along with the other
documents.”
52.Taking on record unaudited half yearly results:
“RESOLVED that the unaudited results of the company for the half year ending
30th September 20.... be and hereby are taken on record. Shri ABC, Managing
Director and Shri PQR, Finance Director, be and are hereby severally authorised
to sign the same and Shri MNO, Company Secretary be and is hereby directed to
notify the Stock Exchange and issue necessary advertisement of unaudited half
yearly results in one issue of ..........English and .............(Regional
language) as required under clause 41 of listing agreement.”
53.Adoption of Annual Accounts:
Kind of Meeting: Annual General Meeting (AGM)
Type of Resolution: Ordinary Resolution
“ RESOLVED that the director’s report, audited balance sheet as on …………… and
profit and loss account for the year ended ………….and auditor’s report thereon be
and the same are hereby received, considered and adopted.”
54.Revaluation of fixed Assets:
“RESOLVED that the revaluation of fixed assets comprising land and building of
the company as at 31st March, 2000 done for the first time since their
acquisition and construction over ten years as per the revaluation report dated
2nd June, 2001 of M/s.ABC & Company, approved Engineers, Valuers &
Architects of New Delhi which was laid on the table, intialled by the Chairman
of the meeting for the purposes of identification and of which requisite
details are furnished herein under, be and is hereby approved:
Particulars of Fixed Assets Present Book Revalued as on Amount of
Value as at 31.3.2000 Appreciation
31.3.2000
(Rs.) (Rs.) (Rs.)
1. Land at Dag No.545
At VIII, Pw, Rajgarhad
Measuring 11.3 acres 10,50,000 78,00,000 67,50,000
2. Factory Building covering
13,000 sq. meters on
above land 35,00,000 1,25,00,000 90,00,000
1,57,50,000
RESOLVED FURTHER that the appreciation on revaluation over book-value as above
transferred to “Capital Reserve Account”.
55.Exercise of lien on shares:
“RESOLVED that pursuant to Article............of the Articles of Association of
the company the right of lien on partly paid 100 equity shares numbers
.............. to.............. both inclusive, held and registered in the name
of Ms. AB and comprised in Share Certificate No................. be exercised
by the Company for non-payment of the final call of Rs.25 per share made on
......... 2000 and payable on or before........2001.”
RESOLVED FURTHER that the dividends payable on such shares be retained by the
Company and applied towards the amount so outstanding and that the Secretary be
and is hereby advised to send necessary notice of exercise of lien to Ms. AB
and secure possession of the aforesaid share certificate for keeping in the
custody of the Company until the amount outstanding on a account of the final
call be paid and be credited as paid-up.”
56.Formation of a
subsidiary:
Kind of Meeting: Board Meeting
Type of Resolution: Resolution with simple majority
"RESOLVED that, pursuant to the Memorandum of
Association and section 4(1) (a) of the Companies Act, 1956 approval of the
Board be and is hereby recorded to the formation of a new company under the
name of………….. or………. or…………. as may be approved by the Registrar of Companies.
RESOLVED further that the Memorandum of Association of the
Company and the Articles of Association of the new company vesting in the
company the power to control the composition of the Board of Directors of the
new company in the company, draft where-of tabled on the Table be and is hereby
approved."
57.Resolution for
incorporation of a subsidiary:
Kind of Meeting: Board Meeting
Type of Resolution: Resolution with simple majority
"RESOLVED that Shri MN and OP, directors of the
Company, be and hereby are jointly and severally authorized to incorporate a
subsidiary of the Company under the provisions of the Companies Act, 1956 with
(1) the name and style of XYZ Ltd. or ABC Ltd. whichever is available; (2) an
authorized capital of Rs. 25,00,000/- divided into 2,50,000 equity shares of
Rs. 10/- each; and (3) having the following objects as its main objects as its
main objects viz. (4) The Articles of Association of the subsidiary to be
incorporated shall be in pari materia with those of the company.
RESOLVED further that Shri MN and OP be and hereby are
authorized to do all acts and deeds necessary for or incidental to the
incorporation of the subsidiary as aforementioned."
58.Amalgamation of subsidiary with the holding
company:
“RESOLVED –
i) That the draft scheme of amalgamation of ABC Ltd., a subsidiary of the
company, with the company be and is hereby approved.
ii) That Shri. X, Managing Director and Sri. Y, Company Secretary be and are
hereby severally authorised to take such action as may be considered necessary
or expedient to obtain the approval and to carry into effect the terms of
scheme of amalgamation as approved by the High Court.
iii) That the said Shri. X, Managing Director and Shri. Y, Company Secretary be
and are herby authorised severally to sign all papers and/or other documents
and swear affidavits which are required for carrying into effect the said
scheme of amalgamation.”
59.Issue of Equity
Shares to public for first time Sec 55 to 60:
Kind of Meeting: Board Meeting
Type of Resolution : Resolution with simple majority
"RESOLVED that pursuant to the applicable provisions of
the Companies Act, 1956, and to such other permissions, approvals and sanctions
as may be required and necessary and subject to such conditions and
modifications as may be imposed by the Securities and Exchange Board of India
(SEBI). The approval of the Board be and is hereby accorded to the Company to
the issue of………….. Equity shares of Rs. 100/- each at par at an aggregate value
of Rs……….. to the public by prospectus for meeting a portion of the capital
cost of project set up by the company.
RESOLVED further that………… and………who have conveyed their
willingness to act as Lead Managers/Merchant Banks to the issue be and are
hereby appointed as Lead Managers/Merchant Bankers to the proposed public
issue.
RESOLVED further that the General Manager of the Company be
and is hereby authorized to settle the terms and conditions of the said
appointment of Lead Managers/Merchant Bankers and enter into a Memorandum of
Understanding (MOU) with them and submit the same for approval of the Board.
RESOLVED further that the General Manager of the Company be
and is hereby authorized to finalise the draft of the prospectus in
consultation with the Lead Managers and to settle other matters concerning the
proposed issue to enable Lead Managers to submit draft of the prospectus with
all documents necessary to SEBI for vetting.
RESOLVED further that the General Manger of the Company be
and is hereby authorized to issue advertisements in such newspapers as he may
deem fit and proper about the future prospects of the company and the proposed
issue conforming to the guidelines issued by SEBI."
60.Statement in lieu
of prospectus:
Kind of Meeting: Board Meeting
Type of Resolution : Resolution with simple majority
"RESOLVED that pursuant to sec 70 of Companies Act
1956, the draft statement in lieu of prospectus as produced before the meeting
be and is hereby approved and that it be signed by all the Directors and it be
dated…………, 2000…….. and delivered to the Registrar of Companies for
registration."
61.Newspaper
advertisement of prospectus:
Kind of Meeting: Board Meeting
Type of Resolution : Resolution with simple majority
"RESOLVED that pursuant to the provisions of section 66
read with section 2(36), the prospectus issued by the company be published as a
newspaper advertisement without specifying the contents of the memorandum or
the signatures thereto or the number of shares subscribed for by them.
RESOLVED further that the Secretary of the Company shall
take all necessary steps to ensure that the advertisement does appear in the
Hindustan Times, The Hindu and the Indian Express in all their editions."
62.Offering shares or
debentures to members of a private company:
Kind of Meeting: Board Meeting
Type of Resolution : Resolution with simple majority
"RESOLVED that pursuant to sec 67(3), further issue of shares of Rs. 1.5 crores in
the equity share capital of the company consisting of shares of Rs. 10/- each,
be made by offering the shares to the members of the company in proportion to
the shares held by each one of them and in case any member of the company is
not willing to subscribe for the shares so offered, the Board of directors of
the Company shall be at liberty to issue the shares so unsubscribed to such
other persons as the Board of directors may decide, subject to the condition
that the Board shall ensure that the number of members of the Company,
excluding past and present employees of the company, does not exceed fifty;
RESOLVED further that any member or members of the company
who would have applied for additional number of shares shall be allotted
additional shares on equitable basis while making offer of unsubscribed
shares."
63.Allotment of
Shares:
Kind of Meeting: Board Meeting
Type of Resolution : Resolution with simple majority
RESOLVED that 1500 equity shares of Rs. 100/- each in the
capital of the company be and are hereby allotted to the applicants as per list
tabled before the meeting and initialed by the Chairman for the purposes of
identification.
RESOLVED further that the Secretary of the company be and is
hereby authorized to file the return of allotment pursuant to section 75 of the
Companies Act, 1956, with the Registrar of Companies concerned in the
prescribed form.
RESOLVED further that the share certificates for the shares
allotted as aforementioned be issued to the allottees under the signatures of
Shri. A, Managing Director, Shri.N, director and Shri. M, Secretary of the
company and the common seal of the company be affixed on the share certificates
in their presence.
RESOLVED further that a committee of directors comprising of
Shri. A, B and M to be called committee for allotment of shares be and is
hereby constituted with powers to make allotment of 10,000 equity shares of Rs.
100/- each fully paid-up at par/or at a premium of Rs. ……….in accordance with
the terms and conditions specified below and to take all such steps and to do
all such acts or things as may be necessary in that connection :
(1) Not more than 100 shares be issued to an applicant.
(2) If the applicants exceed the number of shares available
for allotment, allotment shall be made proportionately."
64.Authorisation for
fixing time and date of opening and closing of subscription list:
Kind of Meeting: Board Meeting
Type of Resolution: Resolution by simple majority
“RESOLVED that pursuant to sec 72 of Companies Act 1956,
Shri.…………, Managing Director of the Company be and is hereby authorized to fix
time and date of opening and closing of Subscription List of 12,00,000. Equity
shares of Rs. 10/- each pursuant to prospectus issued by the Company on
……….."
65.Listing of shares
on Stock Exchange:
Kind of Meeting: Board Meeting
Type of Resolution: Resolution by simple majority
"RESOLVED that as per sec 73 of Companies Act 1956, the
consent of the Board of Directors be and is hereby given to the company for the
execution of the Listing Agreement with Delhi Stock Exchange, as per draft
tabled before the meeting and duly initialed by the Chairman for purposes of
identification.
RESOLVED further that the Managing Director of the company
be and is hereby authorized to execute the said agreement on behalf of the
company by affixing the common seal of the company thereon."
66.Execution of
listing agreement:
Kind of Meeting: Board Meeting
Type of Resolution: Resolution by simple majority
"RESOLVED that the Company do execute listing
agreements as per formats received from the Stock Exchanges at Chennai and
Mumbai, a draft copy of which, duly initialed by Chairman, is tabled before
this Meeting for purposes of identification.
RESOLVED further that Shri S Managing Director, Shri A,
Director and Shri P, Secretary of the Company be and are hereby jointly
authorized to sign the listing agreement and affix Common Seal of the Company
thereon".
67.Return of
allotment:
Kind of Meeting: Board Meeting
Type of Resolution: Resolution by simple majority
"RESOLVED that in relation to the allotment of shares
made by the company, Shri.…………, a Director of the company be and is hereby
authorized to file with the Registrar of Companies a return of allotment in
Form No. 2 pursuant to section 75."
68.Appointment of
first Directors:
Kind of Meeting: Board Meeting
Type of Resolution: Resolution by simple majority
RESOLVED THAT pursuant to sec 254 of Companies Act 1956, the
following persons being subscribers to the Memorandum of Association produced
and signed an instrument dated the ………., 200 ………., in pursuance of article
………….. of the articles of Association determining the first Directors of the
company and constituting the first Board of directors of the company, viz.
Shri.…………
Shri.…………
Shri.………….
Shri.…………
Shri.…………
NOW THEREFORE, it is resolved that M/s……………………………….. be and
are hereby appointed as First Directors of the company till the conclusion of
the first Annual General Meeting of the Company.
RESOLVED further that M/s……………………………………. be and are hereby
directed to sign the consent in Form No. 29 to act as Directors and a return
for each one of them in Form No. 32 in duplicate and the said consent and the
return be filed with the Registrar of Companies within the prescribed time.
69. Approving scheme of arrangement:
“RESOLVED that in the light of the discussion which Mr........... Managing
Director of the company had with his counterpart in ........ co. Ltd.,
(hereinafter called ‘transferor company’), the approval of the Board be and is
hereby accorded pursuant to the provisions of Section 391 and other applicable
provisions of the Companies Act, 1956 to the scheme of arrangement between the
transferor company and the company.”
“RESOLVED FURTHER that the draft scheme of arrangement submitted to this
meeting and initialled by the Chairman for identification, be and is hereby
approved and that Mr. ............ Managing Director, be requested to forward a
copy thereof to the transferor company for taking the approval of its Board of
Directors thereon.”
“RESOLVED FURTHER that Mr. ........., Managing Director and Mr. ........,
Secretary, be and are hereby authorised severally to move the necessary
application in the High Court at .......... after the Board of the transferor
company has accorded approval to the draft scheme and to take such further
actions as are required in the matter.
“RESOLVED FURTHER that Mr. ........., Advocate, be and is hereby authorised to
appear before the Court on behalf of the company in respect of company’s
application referred to above.”
70.Approving advertisement for public deposit:
“RESOLVED that the company do invite and accept deposits from public within the
limits prescribed under Rule 3 of Companies (Acceptance of Deposit) Rules 1975,
on the basis of its audited accounts for the year ended.............as under:
a. Upto Rs. ......... from shareholders being 10% of its paid-up capital and
free reserves, and
b. Upto Rs. ......... from public being 25% of the said capital and free
reserves.
At rates of interest indicated against each scheme incorporated on the terms
and conditions and that the draft application form with rules and conditions
laid on the table of the Board, duly initialed by the Chairman, be and is
hereby approved.”
“RESOLVED FURTHER that the text of advertisement placed at the meeting be and
is hereby approved and the Company Secretary be and is hereby authorised to
file the advertisement duly signed by a majority of the Directors with the
Registrar of Companies as required under the Rules and publish the same in two
newspapers as prescribed.”
“RESOLVED FURTHER that Mr. ............... and Mr. ................ be severally
authorised to sign and issue the Deposit receipts by the due date.”
71.Buy Back of Shares:
General Meeting
Special Resolution
“Resolved that pursuant to section 77A of the Companies Act 1956 and SEBI (Buy
Back of Securities) Regulations 1998, approval be and is hereby accorded for
the buy back of ………..equity shares of Rs….each aggregating to Rs……..out of free
reserves of the company on the terms and conditions set out in the scheme of
Buy Back.”
Terms and conditions can be said here also – point by point (separately)
“Resolved further that board of directors/company secretary of the company be
and are hereby authorized to do all such acts, execute documents, sign as
suggested by such statutory authorities, in order to give effect to the said
buy back.”
I. Board resolution for issuance of sweat equity
shares
RESOLVED THAT subject to the authorisation by the company in general meeting and
subject to the provisions of section 79A of the Companies Act, 1956 and the
Unlisted Companies (Issue of Sweat Equity Shares) Rules, 2003, ........ number
of equity of shares of Rs. ..... be and are hereby issued at a discount of Rs.
..... per share (or for consideration other than cash for providing know-how or
making available rights in the nature of intellectual rights or value
additions, by whatever name called) ........... to ........ number of employees
including some directors, as per the statement placed before the Board duly
initialed by the Chairman for identification.
RESOLVED FURTHER THAT an Extraordinary General Meeting of the company be called
and held at ...... on ....... day of ........... at ...... for obtaining the
approval of the members for issue of the aforesaid shares (called Sweat Equity
Shares) as per the draft notice and explanatory statement placed before the
meeting duly initialed by the Chairman for identification.
RESOLVED FURTHER THAT the Company Secretary be and is hereby authorised to
issue the said notice to the members and others who are entitled for the same,
and take all necessary action in this respect.
II. General meeting resolution for issuance of sweat equity shares
RESOLVED THAT pursuant to section 79A, the Unlisted Companies (Issue of
Sweat Equity Shares) Rules, 2003 and other applicable provisions, if any, of
the Companies Act, 1956 and in accordance with Articles of Association of the
company, consent of the company be and is hereby accorded to the Board of
directors of the company for issue of ........... Sweat Equity Shares at Rs.
......... per share (Market price Rs. ....... as on ........) (or for
consideration other than cash for providing know-how or making available rights
in the nature of intellectual rights or value additions, by whatever name
called) to the employees and directors of the company as specified below. [give
details of class of employees/directors to whom the shares are to be issued and
the consideration for issue of such shares]
RESOLVED FURTHER THAT the Board of directors while issuing the said Sweat
Equity Shares do ensure compliance with the guidelines prescribed by the
Central Government.
RESOLVED FURTHER THAT the Board of directors do take all necessary actions in
this respect to give effect to this Resolution.
Explanatory statement
Section 79A of the Companies Act, 1956 and the Unlisted Companies (Issue of
Sweat Equity Shares) Rules, 2003 authorises a company to issue Sweat Equity
Shares to its employees and directors. This is to enable to help the companies
to reward their employees who have contributed for the growth and making
available rights in the nature (intellectual property rights or value
additions, by whatever name called).
The Board of directors has accordingly decided to issue such shares to the
following class of employees/directors for their contribution to the company
[give details] ...............
The company has complied with the conditions specified in section 79A of the
Companies Act, 1956 and the Unlisted Companies (Issue of Sweat Equity Shares)
Rules, 2003.
Your directors recommend to pass the special resolution as set out in the
notice of the meeting.
Shri ............., Shri ................ and Shri .........., directors are
concerned or interested in this resolution in respect of the Sweat Equity
Shares that may be issued to them. No other director is interested or concerned
in this resolution.
73.. Specimen of Board Resolution for redemption of
Preference Shares
RESOLVED THAT pursuant to the provisions of section 80 of the Companies Act,
1956 1,00,000 12% Cumulative Redeemable Preference Shares of Rs 100 each
aggregating to Rs 1,00,00,000 be redeemed out of the current years profits on
31st October, 2006, the due date of redemption, by surrender of shares by the
shareholders thereof.
RESOLVED FURTHER THAT the Register of members relating to 1,00,000 12%
Cumulative Redeemable Preference Shares of Rs 100 each and the Share Transfer
books be closed from _______ to _______ (both days inclusive) and the notice
thereof be duly given by the Company Secretary to the stock exchanges and in
the newspaper by way of an advertisement.
74. Specimen of General meeting resolution for variation
of shareholders' rights
RESOLVED THAT subject to the provisions contained in
section 106 of the Companies Act, 1956 approval be and is hereby granted for
increasing the rate of preference divided from 10% to 12% and
for making consequential amendments to Clause V of the Memorandum of
Association and Article 5 of the Articles of Association of the Company.
RESOLVED FURTHER THAT the Board of directors of the Company be and are hereby
authorised to do all such acts, deeds and things necessary for the purpose of
giving effect to this resolution.
Explanatory statement
The company had issued 1,00,000 10% Redeemable Cumulative Preference Shares of
Rs. 100 each for augmenting meeting its working requirements immediately after
commencement of commercial production. Now, the company's products have been
well accepted in the market and company has been doing extremely well.
A demand was raised by the preference shareholders for increasing the rate of
dividend on the preference shares and the Board of directors of the company has
accepted the said demand.
Hence, the resolution is to be passed as special resolution u/s 106 of the
Companies Act, 1956. None of the directors is interested in the proposed
resolution.
75. Specimen of resolution for variation of preference
shareholders' rights
RESOLVED THAT the terms and conditions of issue of 9% Redeemable
Preference Shares of Rs.100 each be and are hereby amended as follows:
"The Redeemable Preference Shares shall be redeemed at the end of seven
years instead of nine years, provided however that the said redemption shall be
s per the terms of redemption specified in the terms and conditions originally
greed to."
RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to
take all decisions with respect to the redemption including settling of
disputes, giving directions, etc.
Explanatory Statement
In the context of improved cash flow and in the light of requests from the
preference shareholders, it is proposed to redeem the preference shares at the
end of seven years instead of nine years as stipulated in the terms and
conditions of issue.
Since the existing Articles of Association of the Company do not contain any
provisions for variation of the terms and conditions of issue, this special
resolution is submitted for approval of the shareholders.
No director is interested or concerned in this resolution. Copies of the
Memorandum and Articles of Association of the Company are available for
inspection by members during business hours on any working day.
