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drafting resolutions

namrata (company secretary ) (422 Points)

25 May 2010

Hi can anyone proide me with a site where drafting of resolutions with different words ,terms are used apart from our typical formats & languages ued.

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Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 25 May 2010

Find attached a file containing different resolutions. Observe the language carefully.

Attached File : 52 ca articleship some useful corporate board resolutions i.doc downloaded: 2306 times

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Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 25 May 2010

Find another attachment...

Attached File : 41 resolutions master copy.doc downloaded: 1224 times

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Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 25 May 2010

BOARD RESOLUTIONS

1. 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.”

2. 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.”.

4. 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.”

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.”

6. 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 initialed 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.”

7. 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.”

8. Taking on record unaudited half yearly results:

“RESOLVED THAT the unaudited results of the company for the half year ending 30^th 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.”

9. 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 necesary.”

10. 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 FURTHER THAT two directors should form the quorum for a meeting of the said Committee.”