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Format of Board Resolution u/s 297

Sandeep (Senior Manager Accounts and Finance) (52 Points)

13 May 2010

I Need a Board resolution format u/s 297 of Companies Act. Is there any one who can provide me solution that would be highly appreciated.

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Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 13 May 2010

Sample Board resolution u/s 297

For approval of contracts in which directors are interested

“RESOLVED THAT pursuant to the provisions of Section 297 of the Companies Act, 1956, following transactions in which certain directors of the company may be deemed to be interested be and is hereby approved:

Name of the Concern	Transactions No. and Date	Descripttion of contract	Value (Rs.)	Name of the Interested Directors

FURTHER RESOLVED THAT the particulars of the above said contracts be entered in the Register of contracts in which directors are interested kept in accordance with the provisions of section 301 of the Companies Act, 1956.”

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S. Satheesh Kumar (Assistant Company Secretary) (84 Points)
Replied 13 May 2010

Dear Sir,

“RESOLVED THAT pursuant to the provisions of Section 297 of the Companies Act, 1956 and subject to the approval of Central Government the consent of the Board of Directors be and is hereby accorded to enter into contracts for a period of Five (5) years from the date of approval by the Regional Director, Ministry of Corporate Affairs with ABC Private Limited in which Mr. Ajith Kumar, Chairman and Managing Director is interested as Director for the sharing of common infrastructure facilities which mean and includes but not restricted to office space, man power, electricity, telephone, stationery and technical know-how and the value of such contract per company shall not exceed Rs.50,00,00,000/- (Rupees Fifty Crores Only) per annum”.

“FURTHER RESOLVED THAT the draft agreement placed before the Board and initialed by the Chairman for identification be and is hereby approved.”

“RESOLVED FURTHER THAT approval under section 297 of the Companies Act 1956 be obtained from the Regional Director, Ministry of Corporate Affairs for the said contract for a period of 5 years with effect from the date of approval.”

“RESOLVED FURTHER THAT Mr. Ajith Kumar, Chairman & Managing Director of the Company and Mr. Ashok Kumar, Company Secretary be and are hereby severally authorized to make an application in Form 24A to the Regional Director, Ministry of Corporate Affairs, Chennai to obtain the approval of the Central Government in this regard and to sign and execute the contract subject to the approval of the Central Government”.

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