JD ( Business) (352 Points)
21 January 2015Dear All,
In a private limited company , Do we need to have board resolutions for the registration of following processes ?
1) Shops & Establishment registration
2) TDS registration
3) Professional tax registration
If any others , kindly let me know
Thanks in advance
Nraju
(Vacant)
(65 Points)
Replied 21 January 2015
Yes Required, the format is
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 Board was informed that for administrative and operational convenience it is proposed to authorize certain officials of the Company for dealing with Indirect Tax matters of the Company in different States across the country.
The Board discussed and approved the matter by passing the following resolution:
“RESOLVED THAT (Name of the person(s) authorized) be and are hereby severally/ jointly authorized to do the following acts, deeds and things jointly and/or severally as may be required:
1. To apply for registration, renewal/amendment of registration certificates as may be necessary for the business of the Company under the provisions of State Sales Tax/VAT, Central Sales Tax Act, 1956, Entry Tax Act and Professional Tax Act in all other States across India where Value Added Tax or Sales Tax or Trade Tax is enforced and on imposition of similar nature of taxes.
2. To sign, submit, all types of statutory forms, applications, declarations, notices, returns, statements, certificates and all other statutory compliances etc. to the appropriate authorities under the Central Sales Tax Act, State Sales Tax/VAT Act, Entry Tax Act, and Professional Tax Act in All States across India where Value Added Tax or Sales Tax or Trade Tax is enforced and on imposition of similar nature of taxes.
3. To collect all types of statutory Forms from the Appropriate Authorities.
4. To appear for and to represent the Company before appropriate authorities, Tribunal and Courts in all matters relating to State Sales Tax/VAT Act, Central Sales Tax Act, Entry Tax Act, Professional Tax Act, in all States across India where Value Added Tax or Sales Tax or Trade Tax is enforced and imposition of similar nature of Taxes.
5. To receive summons, notices etc. and to sign, submit and verify various statements, applications, affidavits, declarations, undertakings, Forms, Returns and other requisite documents whatsoever and file them in any Court, Tribunal or Office in connection with the State Sales Tax/VAT Act, Central Sales Tax Act,Entry Tax Act, Professional Tax Act, on imposition of similar nature of taxes in all the states across India.
6. To engage Advocates, Tax Practitioners and to sign Vakalatnamas for this purpose.
7. To delegate to any subordinate, the power to collect all types of statutory forms,any papers, cheques, drafts etc. from any person, bank or any State / Central Government Authority.
8. And generally to do and execute all such acts, deeds or things as the Attorneys may think fit or necessary and/or incidental to the above purposes including any legal proceedings.
"RESOLVED FURTHER THAT the aforesaid powers granted to (Name of the person(s) authorized) shall be valid and effective unless revoked earlier by the Board and shall be exercised by them only so long as they are in the employment of / associated with the Company".
"RESOLVED FURTHER THAT all acts, deeds, things, matters, etc. as aforestated shall be deemed to be valid and enforceable only if they are consistent with the instant resolution as may be relevant in this case and that the Board shall not be responsible for any illegal and invalid acts and any acts beyond the scope of the aforestated powers done by the said officials and such invalid, illegal acts, and acts done beyond the scope of powers granted in this Resolution shall not bind the Company against any third parties or before any authorities in any manner and that the Board shall not be answerable in that behalf".
"RESOLVED FURTHER THAT a copy of this Resolution duly certified by any of the Directors or Company Secretary of the Company be furnished to anyone concerned or interested in the matter.”
CAclubindia
