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Resolution

Anchal talwar (Company Secretary) (113 Points)

12 September 2010

Dear Members

plz help.....

I need draft resolution for entering into investment agreement by ABC pvt.ltd in PQR pvt. Ltd.(ABC Is investing into PQR and for that investment agreement has to be executed)

Plz provide...urgent need...

waiting for your response

thanx

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6 Replies

Shraddha Shukla (Corporate law Consultant) (346 Points)
Replied 13 September 2010

“RESOLVED THAT pursuant to the provisions of Section 372A and all other applicable provisions, if any, of the Companies Act, 1956 (the ‘Act’) and subject to such approvals, consents, sanctions and permissions as may be necessary, consent of the Company be accorded to the Board of Directors of the Company to make / give, from time to time, any loan(s)/advances/deposits/investments in shares, debentures and/or other securities and to give, on behalf of the Company, any guarantee and/or provide any security in connection with any loan or loans made by any other person to, or to any other persons by, the following companies which shall be as per the individual limits indicated against their respective names, and in the aggregate shall be upto Rs.2,000 crores and which aggregate may be in excess of the limits prescribed under Section 372A of the Act i.e. over and above 60 % of the Company’s paid-up share capital and free reserves or 100 % of the Company’s free reserves, whichever is more

RESOLVED FURTHER THAT the proposed transactions with the aforesaid companies shall be in addition to the present exposure of the Company in the said companies by way of loans made, guarantees provided and investments in securities made by the Company;
RESOLVED FURTHER THAT the aforesaid loans / investments will be made by the Company out of internal resources or borrowings or in such other manner and in such proportion as the Board thinks appropriate : Provided that in case of loans, the interest rate shall not be lower than the prevailing bank rate being the standard rate as made public under Section 49 of Reserve Bank of India Act, 1934;
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to take such steps as may be necessary for obtaining approvals, statutory, contractual or otherwise, in relation to the above and to settle all matters arising out of and incidental thereto, and to sign and execute all deeds, applications, documents and writings that may be required, on behalf of the Company and generally to do all acts, deeds, matters and things that may be necessary, proper, expedient or incidental thereto for the purpose of giving effect to this Resolution.”

attach explanatory statement as well

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