05 December 2013
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF (NAME OF THE COMPANY) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS) ON (DATE) AT (TIME)
The Chairman informed the Board that the Company may borrow funds from time to time as per its needs, subject to the overall limit as approved by Shareholders, need may arise to sale, lease or mortgage the assets of the Company as per the requirement of the lenders. The Board was informed that this would be regarded as disposal of the company’s properties/undertaking and it is incumbent to obtain the Shareholders approval under section 293(1)(a) of the Companies Act, 1956 by way of Ordinary resolution.
The Board considered the same and passed the following resolution:
“RESOLVED THAT pursuant to the provisions of Section 293(1)(a) and other applicable provisions of the Companies Act, 1956 (including any amendment thereto or re-enactment thereof) and subject to the approval of shareholders in general meeting, consent of the Company be and is hereby accorded to Board of Directors (hereinafter called “the Board” which term shall be deemed to include any Committee thereof, which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution and with the power to delegate such authority to any person or persons) to mortgage and/or charge any of its movable and / or immovable properties wherever situated both present and future or to sell, lease or otherwise dispose off the whole or substantially the whole of the undertaking of the Company or where the Company owns more than one undertaking, of the whole or substantially the whole of any such undertaking(s) and to create a mortgage/and or charge, on such terms and conditions at such time(s) and in such form and manner, and with such ranking as to priority as the Board in its absolute discretion thinks fit on the whole or substantially the whole of the Company's any one or more of the undertakings or all of the undertakings of the Company in favour of any bank(s) or body(ies) corporate or person(s), whether shareholders of the Company or not, together with interest, cost, charges and expenses thereon for amount not exceeding Rs. __________ (Amount in words) at any point of time.
"RESOLVED FURTHER THAT the securities to be created by the Company aforesaid may rank prior/pari passu/subsevient with/to the mortgages and/or charges already created or to be created by the company as may be agreed to between the concerned parties".
"RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds and things and to sign all such documents and writings as may be necessary, expedient and incidental thereto to give effect to this resolution and for matter connected therewith or incidental thereto.”
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