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Resolution format

05 February 2013

Hey Clubbers,

A Private Limited company holding equity shares of a public limited company which has decided to delist its equity shares from stock exchange.

Please help me with preamble & resolution for preparing minutes authorizing a person to sign the postal ballot on behalf of the company.

It is quite urgent

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Shruti_D (ACS) (453 Points)
Replied 06 February 2013

As required.

To authorise the directors of the Company to act as authorised representative to vote on behalf of the Company by postal ballot process conducted by ______ Limited:

The Board was informed that the Company has received Notice of Postal ballot for the purpose of delisting shares from ___ stock exchange alongwith form of Postal ballot from _______Limited. A copy of the same was placed before the Board for their perusal. In view of the same, it was decided to give an assent to the said resolution(s) and thereby, authorise _______ or ________, directors of the Company to sign the postal ballot form, on behalf of the Company.

The Board discussed the matter and passed the following resolution:

“RESOLVED THAT pursuant to the provisions of section 187, 192A and such other applicable provisions if any, of the Companies Act 1956, _________ and/or _________, Directors of the Company be and are hereby jointly and/or severally authorised to act as an Authorised Representative of the company to vote on behalf of the Company by way of postal ballot in favour of the Special Resolution under Section __ of the Companies Act, 1956 for delisting share of ____ltd from _____ stock exchange (kindly mention details of resolution) as per the notice of postal ballot dated _________ issued by ____ Limited and that he shall be entitled to exercise the same rights and powers on behalf of the company as the company would exercise if it were an individual member”.