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specimen resolution

K S Kiran (Computer Software) (114 Points)

15 December 2008

Can any one provide me the specimen resolution of Board u/s 292 for borrowing powers.

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2 Replies

CA. Dashrath Maheshwari (TaXpert) (15103 Points)
Replied 15 December 2008

RESOLVE THAT Subject to the provisions of the Act and these Articles and without prejudice to the powers conferred
by these Articles, the Directors shall have the power, from time to time at their discretion, by a
resolution passed at a meeting of the Board and not by Circular Resolution, to accept deposits from
Members, either in advance of calls or otherwise and generally raise or borrow or secure the
payment of any sum or sums of monies in any manner whatsoever for the purposes of the Company
provided that the total amount borrowed at any time together with the monies already borrowed by
the Company (apart from temporary loans obtained from the Company's bankers in the ordinary
course of business) shall not, without the consent of the Company in General Meeting, exceed the
aggregate of the paid-up capital of the Company and its free reserves that is to say, reserves not set
apart for any specific purpose. Such consent shall be obtained by a Special Resolution which shall
provide for the total amount up to which monies may be borrowed by the Board. The expression
"temporary loans" in this Articles means loans repayable on demand or within six months from the
date of the loan such as short term loans, cash credit arrangements, discounting of bills and the
issue of other short-term loans of seasonal character but does not include loans raised for the
purpose of financing expenditure of capital nature.

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CS Arpita Rajpurohit (Company Secretary) (1111 Points)
Replied 15 December 2008

Specimen 1

"Resolved That pursuant to the provisions of section 292 of the Companies Act, 1956, Mr. A and Mr. B Whole-time Directors of the company be and are hereby severally empowered:—

(a) to borrow for the company from such person or persons on such terms and conditions as to repayment, interest and otherwise as they may think fit up to a total of Rs. 10,00,000 (Rupees ten lacs only) outstanding at any one time, such limit to be exclusive of any money borrowed by or on behalf of the company otherwise than by virtue of this resolution;

(b) to invest funds of the company in stocks and securities of the Government of India up to a total nominal value of Rs. 1,00,000 (Rupees one lac only) for the purpose of furnishing security to the Central Government or any State Government or to any other person or body corporate in connection with the supply to or from such Government, person or body corporate by or to the company of any property, goods or services;

(c) to invest the funds of the company by deposit with a scheduled bank or banks either at call or for a fixed period up to a total of Rs. 10,00,000 (Rupees ten lacs only) so invested at any time, such limit to be exclusive of any funds invested by or on behalf of the company otherwise than by virtue of this resolution;

(d) to make loans out of the funds of the company on such terms and conditions as to repayment, interest and otherwise as they may think fit to such persons being employees of the company for the following or like purposes:—

(i) the purchase of a motor-car, motor cycle or other conveyance approved by them;

(ii) the purchase of household furniture and furnishings approved by them;

(iii) payment of passages, rail fares and leave expenses of the employee and/or his dependants;

(iv) repayment of personal indebtedness incurred or to be incurred provided the loan is specifically authorised by them;

(v) building, rebuilding or repair of dwelling house;

(vi) to pay expenses incurred in connection with the marriage of the employee or of any member of his family or in connection with the death of any member of his family;

such loans not to exceed a total of Rs. 40,000 (Rupees forty thousand only) to an individual employee at any time and further more the total of such loans shall not exceed an aggregate of Rs. 4,00,000 (Rupees four lacs only) outstanding at any one time."

Specimen 2

“RESOLVED THAT pursuant to Article 170 of the Articles of Association of the Company, the consent of the Board of Directors of the Company, be and is hereby accorded for the appointment of a Borrowing Committee consisting of following Whole time Directors:

1. Mr. DKJ Managing Director

2. Ms. AJ Director- HR&A

3. Mr. IJ Director- Technical

4. Ms. SM Director-Finance”

“RESOLVED FURTHER THAT pursuant to section 292 of the Companies Act, 1956, the consent of the Board of Directors of the Company, be and is hereby accorded to delegate its borrowing powers to the above Borrowing Committee and do hereby authorise and empower to borrow such amount as may require from time to time for the purpose of the Business of the Company upto a ceiling of Rs.252.10 Crores including the existing borrowings.”

“RESOLVED FURTHER THAT the above ceiling of Rs. 252.10 crores (Rupees Two Hundred Fifty Two Crores and Ten Lacs Only) shall stand increased to such amount as may be authorised by the shareholders of the Company in their Meeting by way of passing an ordinary resolution under section 293(1)(d) of the Companies Act, 1956.”

“RESOLVED FURTHER THAT the above Borrowing Committee be and is hereby authorised to take decisions for the requirement of the funds and to make borrowings of the required amount within the above ceiling from any bank and financial institution and to negotiate, settle and finalise all terms and conditions for the borrowings and to offer and provide security and to create/ extend charges on the assets of the company as the committee may consider appropriate in the interest of the Company.”

“RESOLVED FURTHER THAT the above Borrowing Committee be and is hereby authorised and empowered to authorise any two Directors jointly to execute and sign the loan, security and other documents and to affix the Common Seal of the Company in presence of any two Directors of the Company.”