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Tuesday, March 19, 2013

HOW TO DRAFT A RESOLUTION AND SPECIMEN RESOLUTIONS


HOW TO DRAFT A   RESOLUTION AND SPECIMEN RESOLUTIONS 

CHECKLIST FOR DRAFTING RESOLUTION 

  1. The Resolution should always start with RESOLVED THAT……
  2. In case of lengthy resolution the resolution should be sub-divided into sub-resolutions starting with RESOLVED FURTHER THAT……
  3. Specify  what kind of meeting should be conducted, i.e. Board or General Meeting
  4. Mention   type of resolution should be passed, whether ordinary or special or Board resolution.
  5. Refer relevant section under Companies Act 1956.
  6. In case of General Meetings, mention the kind of business, i.e. Ordinary or Special business
  7. Authorization to file the forms and to make applications should also be form part of the resolution.
  8. The resolution should always be specific, precise and not in the negative form.
  9. Consider whether approval from ROC, Regional Director, CLB, Central Government or other agencies for that transaction. 
  10. Specify the maximum and minimum limits wherever required under the provisions of Companies Act 1956.
  11. 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.

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