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resolutions......................?

vikas gupta (c.a final....) (714 Points)

23 September 2010

Can anyone give me ordinary resolution and special resolution that have to be passed in each cases in LAW PCC.....so that in xams its easier for me to learn that page consisiting of resolutions......?

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Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 23 September 2010

CA Articleship: Some useful Corporate Board Resolutions-II

Dear Members,

Please find below a useful corporate article containing some useful sample board resolutions dedicated to CA students doing articleship and looking after corporate affairs of their firms. This article is also very handy for other professionals. You may bookmark this article for quick reference.

This Article is in continuation of my previous article on the same subject which is available at the below mentioned link:

CA ARTICLESHIP: SOME USEFUL CORPORATE BOARD RESOLUTIONS-I

To download another useful file for various corporate resolutions kindly follow the link mentioned below:

DOWNLOAD_CORPORATE LAW PROFESSIONAL FILES

1. Appointment of Company Secretary

“RESOLVED THAT pursuant to the provisions of Section 383A of the Companies Act, 1956 and other applicable provisions if any, Mr. Ankur Garg, a member of the Institute of Company Secretary of India, who possess the requisite qualification as prescribed under the Companies (Appointment and Qualifications of Secretary) Rules, 2002, be and is hereby appointed as Company Secretary of the Company, w.e.f. ____________.

RESOLVED FURTHER that any director of the Company be and is hereby authorised to sign, modify and/or alter any statutory forms and related documents to give effect to the above resolution as and when required with Registrar of Companies and file any statutory forms and related documents in physical or digital form.”

2. Split of Share Certificate

“RESOLVED THAT following Share Certificate No. 1125 in the name of Mr. Prakash Somani, bearing Distinctive No. _________ be and is hereby split into two certificates as follows:

NAME OF SHAREHOLDER

CERTIFICATE NO.

NO. OF SHARES

Mr. Prakash Somani

1125

1,00,000

RESOLVED FURTHER THAT the old share certificate be and is hereby cancelled and new share certificate as detailed above be and is hereby issued, signed by any two directors and Company secretary under the Common Seal of the company in conformity with Articles of Association of the Company.”

Share Certificate

Name of Shareholder

Equity Shares

Distinctive No.’s

From To

1126

Mr. Prakash Somani

56,000

1127

Mr. Prakash Somani

44,000

3. Transfer of Shares

“RESOLVED that the following transfer of shares as appearing in the register of transfer placed before the Board and initialed by the Chairperson for the purpose of identification be and is hereby approved.

FURTHER RESOLVED that Company Secretary of the company be and is hereby authorized to make necessary entries in the appropriate register and to do all other necessary act in this regard.”

S.No.

Date of Registration of Transfer

No. of Equity Shares

Name of the Transferor

Ledger Folio No.

Transferor

Name of the Transferee

Ledger Folio No.

Transferee

------

44,000

Mr. Prakash Somani

-----

------

4. Resolution for the adoption of Statement in lieu of Prospectus

“RESOLVED THAT the draft of the Statement in Lieu of Prospectus made in accordance with the provisions of Schedule III of the Companies Act, 1956, Parts I, II and III, as placed before the Board duly initialed by the Chairman for the purpose of identification be and is hereby approved and that the same be signed by all the directors of the company and delivered to the Registrar of Companies, Uttar Pradesh for obtaining the Certificate of Commencement of Business.

FURTHER RESOLVED THAT Mr. Rahul Bansal, Director of the Company be and is hereby authorised to sign and file e-Form 20 to the Registrar of Companies, Uttar Pradesh.

FURTHER RESOLVED THAT the directors of the company be and is hereby authorised to give Power of Attorney in favour of Mr. Rahul Bansal, the Director and/or Mr. Neeraj Mehra, Advocate to do all such acts, deeds and things for filing of the above said Statement in Lieu of Prospectus and to make any additions, corrections, alterations, etc. for and on behalf of the Board of directors of the company as may be required or directed by the Registrar of Companies for taking on record and to issue the certificate for Commencement of Business.”

5. Grant of leave of absence to the Director of the Company

A letter dated ______from Ms. Amrita Khanna, Director, regretting her inability to attend the meeting is to be placed on the table and leave of absence as prayed is granted to her. In this connection following resolution was passed:

“RESOLVED THAT the leave of absence from attending the meeting be and is hereby granted to Ms. Amrita Khanna, director of the company.”

6. Increase in Authorised Share Capital of the Company

“RESOLVED THAT pursuant to the provisions of Section 94 and other applicable provisions if any of the Companies Act, 1956 (including any Statutory modification or reenactment for the time being in force) the Authorised Capital of the Company be increased from Rs. 50,00,000 (Rupees Fifty Lacs) to Rs. 20,00,00,000 (Rupees Twenty Crores) by creation of 1,95,00,000 (One Crore Ninety Five Lacs) new Equity shares of Rs. 10/- (Rupees Ten) each ranking pari passu in all respects with the existing Equity Shares.

RESOLVED FURTHER THAT pursuant to the provisions of Section 16 and other applicable provisions if any of the Companies Act, 1956 (including any statutory modification or re-enactment for the time being in force) the existing Clause-V of the Memorandum of Association of the Company be and is hereby substituted by the following new Clause-V:

The Authorised Share Capital of the Company is Rs. 20,00,00,000 (Rupees Twenty Crores) divided into 2,00,00,000 (Two Croroe) Equity Shares of Rs. 10/- (Rupees Ten) each.

7. Sales Tax Registration

“RESOLVED THAT Mr. Uday Kiran, Authorised representative of the company and R/o __________________be and is hereby authorised on behalf of the company for the purpose of filling the Sales Tax Forms, returns, Signing the papers and any other related documents, obtaining clearances, certificates etc. for Sales Tax Purposes and for dealing with Sales Tax authorities.”

8. Application for Service Tax and IEC Number

The Company has decided to apply for Service Tax and Importer Exporter Code Number (IEC) and passed the following resolution:

“RESOLVED THAT the Company do hereby apply for EPCG License to get custom duty benefits and also to apply to Service Tax authorities (Central Excise) and for Importer Exporter Code Number (IEC) and related matters.

RESOLVED FURTHER THAT Mr. Ram Avatar Singh, Director or Mr. Ratan Deep, Director of the Company be and is hereby authorised severally to deal with any Government, semi-government or any other concerned authority to apply for, modify, rectify and submit any application and/or related documents on behalf of the Company for the purpose of obtaining or rectifying Importer Exporter Code Number (IEC) and Registration with Federation of Indian Exporters Organisation (FIEO) as a Service Provider over whose jurisdiction the company comes under and for registration with Service Tax Authorities (Central Excise), and for EPCG application and filing Custom Bonds and related documents and for the purpose of obtaining USB Key Port and any other activity(ies) or formality(ies) related to the above matters.”

9. Shareholders’ Agreement

“RESOLVED THAT the Shareholders’ Agreement amongst ABC Pvt. Limited, XYZ Limited and Mr. Sivaram, as per the draft placed before the Board and signed by the Chairperson for the purpose of identification be and is hereby approved and adopted.

RESOLVED FURTHER THAT Mr. Ketan Joshi, Director be and is hereby authorized to execute the above shareholders’ agreement and sign all related documents and to do all such acts and things as may be necessary and expedient to give effect to the above resolution, on behalf of the company”

10. Borrowing by the company under Section 292

"RESOLVED THAT pursuant to the Section 292 and/or other relevant provisions of the Companies Act, 1956, if any, the Board of Directors of the Company be and is hereby authorised to borrow from time to time such sums of money for the purpose of the business of the Company provided that the moneys to be borrowed together with the moneys already borrowed by the Company (apart form temporary loans obtained from the Company's bankers in the ordinary course of business) will not exceed the aggregate of the Company's paid-up capital and free reserves, that is to say, reserves not set apart for any specific purpose.”

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorized to do all such acts, deeds, matters and things as it may in its absolute discretion consider necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in this regard.”

RESOLVED FURTHER THAT any Director of the Company be and is hereby authorized to execute, sign and issue for and on behalf of the company, the Loan Agreement, any other agreements, deeds, documents and writings as may be required in relation to the above facility and to do all such acts, deeds and things necessary for giving effect to this resolution.”

11. Maintenance of books at a place other than the registered office

“RESOLVED THAT the books of account of the Company be maintained at Company's Corporate office at Navneet Drshan, 16/1, Old Palasiya, Indore (M.P.) and that Miss Abha Jiaswal, Company Secretary of the Company be and is hereby authorised to notify the said decision to the Registrar of Companies, Madhya Pradesh at Gwalior in the prescribed e-Form 23AA.”

12. Acceptance of resignation of the Whole-time Director

“RESOLVED THAT the resignation submitted by Mr. Dashrath Maheshwari from the office of the Whole-time Director of the Company be and is hereby accepted w.e.f. 1st April, 2006 and relieved from all the liabilities and charges in the capacity of the Whole-time Director but will remain continue as the ordinary director of the Company.

FURTHER RESOLVED THAT Mr. Vivek Jain, Director of the Company be and is hereby authorised to file Form 32 with Registrar of Companies for the resignation of Mr. Dashrath Maheshwari from the office of the Whole-time Director of the Company.”

13. Formation of a Wholly Owned subsidiary company by incorporation

“RESOLVED THAT pursuant to the powers conferred by Clause 29 of the memorandum of association of the company, the consent of the Board of directors of the company be and is hereby accorded to form a wholly owned subsidiary company in the name of ABC Private Limited for carrying the activity of Chemical Manufacturing.

RESOLVED FURTHER THAT consent of the Board be and is hereby accorded of investment of rupees ____ for subscribing equity shares, along with voting rights, of the proposed company.

RESOLVED FURTHER THAT Ms. Astha Mishra and Mr. Aditya Maheshwari, the Directors of the company be and are hereby authorised jointly as well as severally to do all such acts, deeds and things as may be required to be done in this regard including signing of application forms and subscribing the memorandum and articles of the new company on behalf of the company.”

14. Conversion of Public Limited Company into Private Company

“RESOLVED THAT pursuant to the provisions of section 31 of the Companies Act, 1956 and other applicable provisions, if any and subject to the approval of the members in the general meeting and Central Government the consent of the board of directors be and is hereby given to convert the Company from 'Public Limited' to 'Private Limited' and consequently the name of the company be changed from CAC Tyres Limited to CAC Tyres Private Limited by inserting the word 'PRIVATE' before the word 'LIMITED', where as appears in the Articles of Association of the Company.”

15. Conversion of Private Limited Company into Public Limited Company

“RESOLVED THAT pursuant to the provisions of Section 21, 31, 44 and other applicable provisions of the Companies Act, 1956 if any, the consent of the members be and is hereby accorded to the conversion of this Company into a public limited company and consequently the name of the Company be and is hereby changed from CAC Tyres Private Limited to CAC Tyres Limited by deletion of the word “Private” from the name of the Company.

RESOLVED FURTHER THAT the word “Private” wherever appearing in the Memorandum and Articles of Association of the Company in the name of the Company be and is hereby deleted.

RESOLVED FURTHER THAT the Company Secretary or any Director of the Company be and is hereby authorised to make application, file forms, etc, for change of status of the Company and consequently its name with the Registrar of Companies office and are hereby further authorised to do all such acts, deeds and things as may be required or deemed expedient to implement this resolution.”

16. Alteration of Articles of Association

The Chairperson further informed the board that to meet the statutory requirements of converting a ‘Private Limited’ Company in to a ‘Public Limited’ Company, the present Articles of Association of the Company needs to be altered to meet statutory requirements of a Public Limited Company. The Board discussed the matter and passed the following resolution unanimously in this connection:

“RESOLVED THAT pursuant to Section 31 and other applicable provisions of the Companies, 1956 existing Articles 1 to 54 of the Articles of Association of the Company be and is hereby deleted and substituted by a new set of Articles 1 to 188, initialed by the chairperson of the meeting for the purpose of identification, as per enclosed Annexure ‘A’.

RESOLVED FURTHER THAT the Company Secretary or any Director of the Company be and is hereby authorised on behalf of the Board of Directors to do all such acts, deeds and things as may be required or deemed expedient to implement this resolution.”

17. Board resolution for the adoption of S.L.P.

FURTHER RESOLVED THAT Mr. Sampat Jain, Director of the Company be and is hereby authorised to sign and file e-Form 20 to the Registrar of Companies, Uttar Pradesh.

FURTHER RESOLVED THAT the directors of the company be and is hereby authorised to give Power of Attorney in favour of Mr. Sampat Jain, the Director and/or Mr. Neeraj Mehra, Advocate to do all such acts, deeds and things for filing of the above said Statement in Lieu of Prospectus and to make any additions, corrections, alterations, etc. for and on behalf of the Board of directors of the company as may be required or directed by the Registrar of Companies for taking on record and to issue the certificate for Commencement of Business.”

18. Board resolution for invitation and acceptance of fixed deposits

“RESOLVED THAT the Company do invite and accept deposits from public including directors and members of the Company subject to the maximum amount aggregating not more than Rs. _______ Lacs only outstanding at any one point of time representing 35% of the paid-up capital and free reserves as per the audited balance sheet as on 31^stMarch 2010, in accordance with the provisions of the Companies (Acceptance of Deposits) Rules, 1975, framed under section 58A of the Companies Act, 1956 on the terms and conditions contained in the draft submitted to this meeting and initialed by the Chairman for the purpose of identification.

RESOLVED FURTHER THAT the text of advertisement inviting deposits from public and containing the information prescribed under rule 4(2) of the Companies (Acceptance of Deposits) Rules, 1975, submitted to this meeting and initialed by the Chairman for the purpose of identification, be and is hereby approved and that the same be signed by the majority of the directors or their agents authorized in writing as provided in section 60 of the Act and be delivered to the Registrar of companies in e-Form 62, for registration and thereafter be published in leading English and vernacular language newspapers circulating in Maharashtra and other such newspapers as may be necessary.

RESOLVED FURTHER THAT Mr. Kalpesh Chauhan, Chairman and Managing Director of the Company be and is hereby authorized to make publication of the approved text of the advertisement in newspapers and he be also authorized to allow any person to issue and cause to be issued on behalf of the Company the text of the said advertisement inviting deposits from public.

RESOLVED FURTHER THAT the form of deposit application and statement of particulars referred to in rule 5(2) of the Companies (Acceptance of Deposits) Rules, 1975, submitted to this meeting and initialed by the Chairman for the purpose of identification be and are hereby approved.

RESOLVED FURTHER THAT Mr. Akhil Gupta, Company Secretary and Ms. Purvi Misra, Senior Manager (Finance) be and are hereby severally authorized to issue non-transferable fixed deposit receipts, sign and issue post dated interest warrants, make entries in the Fixed Deposit Register and refund the deposits on maturity, prepayment or otherwise, file necessary returns with RBI and comply with other formalities in this regard.”

19. Board resolution for extension of financial year

“RESOLVED THAT subject to the special permission of the Registrar of Companies, Income Tax authorities and such other approvals and sanctions as may required in this regard, an application under section 210(4) of the Companies Act, 1956 be submitted to the Registrar of Companies for extension of financial year and for preparation of accounts covering a period of 18 months i.e. from 1st April, 2005 to 30th September, 2006 and Mr. Prakash Somani, Director of the Company be and is hereby authorised to comply with all other formalities in this regard.

RESOLVED FURTHER THAT the subsequent financial years of the company be commencing from 1st October, 2006 and ending on 30th September, 2007.

RESOLVED FURTHER THAT an application in the e-Form 61 be made under section 210(4) of the Companies Act, 1956 for obtaining the permission for extension of accounting year.”

20. Consider and take on records the disclosure of interest by Director:

“RESOLVED THAT General Notice for Disclosure of interest pursuant to section 299 of the Companies Act, 1956, received from Shri Rashes Shah, Director of the Company in Form 24AA disclosing concern or interest in any contract or arrangements which may be entered into with such body corporate or firm as per the statement brought up and read in this meeting be and is hereby recorded in the Register of Contracts mentioned u/s 301 of the Companies Act, 1956.”

21. Consolidation of share capital

“RESOLVED THAT in accordance with the provisions of Section 94 and other applicable provisions, if any, of the Companies Act, 1956 and Article ____ of the Articles of Association of the Company every _____ shares in the existing issued Equity Shares of Rs. ____ each in the issued, subscribed and paid-up capital of the Company, be and is hereby consolidated into one equity share of Rs. _____.

RESOLVED FURTHER THAT each of the existing unissued Equity Shares of Rs. _____ each in the authorised capital of the company be and is hereby consolidated into _____ equity share of the face value of Rs. ______ each and that consequential amendments be made to Clause V of the Memorandum of Association and Article

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to do all such acts, deeds and things necessary for the purpose of giving effect to this resolution.”

22. Cancellation of shares not taken up (diminution of share capital)

“RESOLVED THAT pursuant to the provisions of section 94 and other applicable provisions, if any, of the Companies Act, 1956 and Article ___ of Articles of Association of the Company, ____ equity shares of Rs. ___ each out of authorised share capital which have not been agreed to be taken up by any person, be cancelled and accordingly authorised share capital of the Company be diminished from ______ divided into ___ equity shares of Rs. ___ each to Rs. _____ divided into ____ equity shares of Rs. ___ each.”

23. Creation of reserve capital

“RESOLVED THAT in accordance with the provisions of section 99 and other applicable provisions, if any, of the Companies Act, 1956, approval be and is hereby accorded for setting apart the uncalled amount of Rs. ______ per share as reserve capital.

RESOLVED FURTHER THAT the aforesaid reserve capital shall not be called by the Board of Directors except in the event of and for the purpose of winding up of the Company.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to do all such acts, deeds and things necessary for giving effect to this resolution.”

24. Approval of Statutory Report u/s 165 of Companies Act, 1956

“RESOLVED THAT copy of Statutory Report as annexed with notice and duly certified by the directors and auditors of the company as required under the companies act, 1956 be and is hereby approved.

RESOLVED FURTHER THAT any Director of the Company be and is hereby authorised to file the Statutory Report with the Registrar of Companies”.

25. BOARD RESOLUTION FOR SHIFTING OF REGISTERED OFFICE FROM ONE STATE TO ANOTHER STATE

“RESOLVED THAT subject to the provisions of section 17, 146(2) and confirmation of the Company Law Board (hereinafter referred to as CLB), the consent of the Board of directors of the Company be and is hereby accorded for shifting of the registered office of the company from the state of Maharashtra to the state of Uttar Pradesh.

FURTHER RESOLVED THAT the notice of the Extra Ordinary General Meeting along with the Explanatory Statement as placed before the Board duly initialed by the Chairman for the purpose of identification be and is hereby approved and Mr. Manikanta Raju, director of the Company be and is hereby authorised to issue the notice to the members.

FURTHER RESOLVED THAT Mr. Manikanta Raju and Mr. R.D. Khan, directors of the Company be and are hereby authorised jointly and severally to sign the petition, application, affidavits and such other documents as may be necessary in relation to the said petition.

FURTHER RESOLVED THAT Mr. Chakrapani Warrior, Practising Company Secretary, be and is hereby authorised to appear and represent the Company before the CLB in the matter of the petition to be filed with the CLB for its confirmation to the proposed alteration of the situation Clause of the Memorandum of Association and be and is hereby authorised to make such statements, furnish such information and do such things as may be necessary in relation to the said petition.”

Thanks