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Resolution

jaya (sr.executive) (111 Points)

07 July 2010

Hi,

Can anybody tell me to the board resolution for action under Section 560.

Regards

Jaya

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11 Replies

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 07 July 2010

RESOLVED THAT the consent of the Board of Directors of the Company be and is hereby accorded to make an application to the Registrar of Companies, Uttar Pradesh under provisions of section 560 of the Companies Act, 1956 for striking off the name of the Company from the Register of Company.

FURTHER RESOLVED THAT Mr. Ajay Singh and Ms. Riya Singh, the Directors of the Company be and are hereby, requested to make an application and to give necessary affidavit and indemnity bond under section 560 of the Companies Act, 1956, as per the draft of the same as placed before the meeting duly initialed by the Chairman for the purpose of identification in order to get the name of company struck off from the Register of Companies maintained by the Registrar.

RESOLVED FURTHER THAT Mr. Rohit Jain and Mr. Ram Narayan, the Directors of the Company be and are hereby authorised to sign and give any information, clarifications, explanations and to do all such acts and deeds as may be required under the Act, to implement the above said resolution.

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Priti Aphale (Company Secretary) (22 Points)
Replied 07 July 2010

Hi....

Can anybody tel me the resolution for appointment of Credit rating agency in the company for public issue of shares?

Regards,

Priti....

vivek (CS) (751 Points)
Replied 07 July 2010

It is advisable to pass a blanket resolution and delegate the power to any one or two persons to appoint all the intermediaries for the purpose of IPO and perform all the acts, deeds and things as may be required time to time.

But for your query one can write as below (change suitably):-

“RESOLVED THAT pursuant to SEBI(ICDR) Regulations, 2009 --------------------------------- Ltd., be and is hereby appointed as IPO Grading Agency for the issue of the Company at such fees and other terms and conditions as may be decided by the Mr. -------------- and Mr. ---------------- of Company and that acceptable to them.

RESOLVED FURTHER THAT Mr. ------------------------, Company Secretary of the Company be and is herby authorised to intimate the said agency regarding their appointment and do all such act as may be required for said purpose on behalf of the Company."

Priti Aphale (Company Secretary) (22 Points)
Replied 07 July 2010

Mr. Vivek...

Thanks a lot..

Regards,

Priti

jacob (MD) (23 Points)
Replied 29 July 2010

Could you please help me to draft a resolution for appoint a director for Pvt Ltd Company...I have to allot balnce 30 % of share to this new director .Kindly help me to draft resoultion for appoint and allotting the share ?

You valuable help is highly apprciable

thanks

Jacob

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jacob (MD) (23 Points)
Replied 29 July 2010

Pls Help me

My company authorised capital 5 lakh , in this 3.5 is alloted for two directors respectively. I have to appoint new director alloting balnce 1.5 lakh share ...could you please help me to make resolution for the same

thanks

jacob

vivek (CS) (751 Points)
Replied 30 July 2010

You are required to Pass two separate resolutions (preferably) in the Board meeting:-

1. For appointment of the Director as Additional director.

2. For Allotment of Shares.

vivek (CS) (751 Points)
Replied 30 July 2010

Find the draft resolution for appointment of the Director as Additional director.

“RESOLVED THAT in accordance with Section 260 of the Companies Act, 1956 and Articles of Association of the Company, ---------------------------be and is hereby appointed as Additional Director of the Company.

RESOLVED FURTHER THAT ------------------- be and is hereby paid remuneration of Rs. ------------------- by way of ----------------------------------------, as approved by the Board from time to time.

RESOLVED FURTHER THAT Mr.-----------------------, Director, be and is hereby authorized to file return in appropriate Form with Registrar of Companies (ROC), -------------------- within the prescribed time period.”

vivek (CS) (751 Points)
Replied 30 July 2010

Find the draft resolution for Allotment of Shares.

“RESOLVED that 1,50,000 equity shares of Rs. 10/- each in the share capital of the Company be and are hereby allotted to the applicant Mr.---------------------.

FURTHER RESOLVED that ------------------, Director be and is hereby authorised to file the Return of allotment pursuant to Section 75 of the Companies Act, 1956 with the Registrar of Companies, New Delhi in the prescribed form.

RESOLVED FURTHER that share Certificate for the share allotted as aforesaid be issued to the allottees under the signature of -----------------------, Director and ---------------------------, Director of the company and the common seal of the Company be affixed on the Share Certificates in their presence.”

vivek (CS) (751 Points)
Replied 30 July 2010

Dear Jacob Sir,

On lighter side U r MD, hire a CS he will do these all compliances with ease for u.

Regards,

Vivek

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RAMESH KUMAR VERMA ( CS PURSUING ) (43853 Points)
Replied 30 July 2010

ANNEXURE D

CERTIFIED TRUE COPY OF THE BOARD RESOLUTION PASSED ON __________

“RESOLVED THAT the consent of the Board of Directors of the Company be and is hereby granted and accorded for striking off the name of the Company under Section 560 of the Companies Act, 1956 and that Mr. _________________, Mr. _________________ and Mr. _________________, Directors of the Company be and are hereby jointly and/or severally authorized to make an application in this regard to the Registrar of Companies, ________ and that they are also hereby authorized to sign / execute such Applications, Affidavits, Indemnity Bonds, Letters, Declarations, documents as may be required in this regard by the Registrar of Companies on behalf of the Company.”

For _______________________________________

DIRECTOR