1) Appointment of Cost Auditor:
Kind of Meeting :
Board Meeting
Type of
Resolution : Resolution with simple majority
“RESOLVED that
subject to the approval of the Central Government, pursuant to Section 233B of
the Companies Act 1956, ..…………………Cost Accountants be appointed Cost Auditor for
auditing the company’s cost accounting records for the financial year ………… on a
remuneration of Rs …………”
2) Appointment of First Auditors:
Kind of Meeting :
Board Meeting
Type of
Resolution : Resolution with simple majority
“RESOLVED that
M/s ……………. be and are hereby appointed auditors of the company to hold office
till the conclusion of the first Annual General Meeting at a remuneration of Rs
…………”
3) Adoption of common seal:
Kind of
Meeting: Board Meeting
Type of
Resolution: Resolution by simple majority
“RESOLVED that
the proposed common seal of the company submitted to the meeting, be and is
hereby adopted as the common seal of the company and that the common seal be
kept in the custody of Shri……...secretary of the company.”
4) Approving report of the board u/s.217:
Kind of Meeting:
Board Meeting
Type of
Resolution: Resolution with simple majority
“RESOLVED that
the report of the Board of Directors for the year ended ……….. as per draft
placed before the board and initialed by the Chairman be and is hereby approved
and the Chairman be and is hereby authorized to sign the report on behalf of
the Board for issuing it to members along with the other documents.”
5) Appointment of a whole-time Company Secretary:
Kind of Meeting:
Board Meeting
Type of
Resolution: Resolution with simple majority
“RESOLVED that
Mr. ……………… who possesses the required qualifications under the Companies
(Appointment and Qualification of Secretary) Rules 1988 be and is hereby
appointed as a secretary on the terms and conditions contained in the draft
letter of appointment, a copy of which duly initialed by the chairman for the
purpose of identification was tabled and approved at the meeting.”
6) Appoint a person as an auditor, other than the
retiring auditor:
Kind of
Meeting: General Meeting
Type of
Resolution: Ordinary Resolution (special notice is required forthe resolution)
“RESOLVED that
pursuant to the provisions of Section 225 of the Companies Act 1956 M/s ……………
Chartered Accountants of ………….be and are hereby appointed auditors of the
company in place of retiring auditors M/s ……………. to hold office from the
conclusion of the AGM until the conclusion of the next AGM at a
remuneration of Rs.………. plus out of pocket expenses .”
7) Shifting of Registered office from one state to
another:
Kind of Meeting:
General Meeting
Type of
Resolution: Special Resolution
“RESOLVED that
pursuant to Section 17 of the Companies Act 1956and subject to the confirmation
of the Company Law Board, the registered office of the company be shifted from
……………. to……………… and that the existing clause II in the Memorandum
of Association of the company be altered accordingly.”
8) Change the name of the Company:
Kind of Meeting:
General Meeting
Type of
Resolution: Special Resolution
“RESOLVED that
pursuant to provisions of Section 21 of the Companies Act 1956 and subject to
the approval of the Central Government the name of the company be changed from
.……………..…to ……………………”
9) Employing a director’s relative:
Kind of Meeting: General Meeting
Type of Resolution: Special Resolution
“RESOLVED pursuant to Section 314(I-B)
of the Companies Act 1956and subject to prior approval of the Central
Government that Mr………….. a relative of Mr.………… a director of the company, be appointed
as General Manager (Production) of the company at a monthly remuneration of
Rs………….”“ Further resolved that the remuneration payable to Mr…………. as aforesaid
will be subject to such modification as may be required by the Central
Government and acceptable to the Board of Directors and Mr…………”
10) Commence new business:
Kind of
Meeting: General Meeting
Type of
Resolution: Special Resolution
“RESOLVED that
pursuant to Section 149(2A) of the Companies Act1956 approval be and is hereby
given to the commencement by the company of all or any of the business
specified in clause ….. of the object clause ….. of the Memorandum of
Association of the company.”
11) Increase in the Authorized share capital of the
company:
Kind of Meeting:
General Meeting
Type of
Resolution: Ordinary Resolution
“RESOLVED that
pursuant to Section 94 and other applicable provisions if any of the Companies
Act 1956, the authorized share capital
of the company be and is hereby increased from Rs ………….. to Rs………… divided into
………… equity shares of Rs …….each by creation of ………….new equity shares of Rs
…….. each ranking pari passu with the existing shares of the company.”
12) Adoption of Annual Accounts:
Kind of Meeting:
Annual General Meeting (AGM)
Type of
Resolution: Ordinary Resolution
“RESOLVED that
the director’s report, audited balance sheet as on…………… and profit and loss
account for the year ended ………….and auditor’s report thereon be and the same
are hereby received, considered and adopted.”
The Directors of
the Company be and are hereby authorized to execute the said power of attorney
on behalf of the Company in favor of Shri _______________ and that the
common seal of the Company be affixed thereto
in their presence.
13). MAINTAIN OF BOOKS AT A PLACE OTHER THAN THEVII.
MAINTAIN OF BOOKS AT A PLACE OTHER THAN THE REGISTERED OFFICEREGISTERED
OFFICE
RESOLVED
THAT the books of account of the Company be maintained at Company's Corporate
office at _________________, _______________ (M.P.) and that
______________________________well, Company Secretary of the Company be and is
hereby authorized to notify the said decision to the Registrar of Companies,
Madhya Pradesh at Gwalior in the prescribed e-Form 23AA.
14). INDEMNITY BOND IN FAVOUR OF STEAMER AGENTS/PORTVIII.
INDEMNITY BOND IN FAVOUR OF STEAMER AGENTS/PORT COMMISSIONERSCOMMISSIONERS
“RESOLVED THAT
the under-noted persons be and are hereby authorized jointly and severally to
execute for and on behalf of the company
indemnity bon_______________ to Steamer Agents/Port Commissioners in
consideration of their agreements to deliver consignments to the company
pending subsequent production of the Bills of Lading by the company:—Shri ABC Shri XYZ”
15). AUTHORITY UNDER DRUGS & COSMETICS ACTIX. AUTHORITY
UNDER DRUGS & COSMETICS ACT
“RESOLVED THAT
the Board of Directors of the Company do hereby severally authorize the
following officers of the Company to comply with the requirements of section 34
of Drugs and Cosmetic Act, 1940and all other sections, rules and regulations
_______________ may beapplicable to the Company in connection with the Company's
manufacturing activities of all types of Ayurveda Products from time totime.1.
Shri _____________: Chemist2. Shri _____________: Manager Quality3. Shri
______________: Manager Quality Control4. Shri +_______________:
_______________stt. Manager “
“RESOLVED FURTHER
THAT the above said officers of the Company’s hall be jointly and/or severally
responsible for the Company and the concerning Govt. Department for comply with
all the requirements of the above said Act _______________ may be
applicable from time to time. RESOLVED FURTHER THAT a certified copy of the
above said resolution be submitted by the Chairman of the Company to the
concerning department to act upon it.X.”
16).AUTHORITY TO TRANSACT CUSTOM HOUSE BUSINESSAUTHORITY TO TRANSACT
CUSTOM HOUSNESS
“RESOLVED THAT
any one of the following representatives be and is hereby authorized to transact Customs House Business
e.g.:(1) to sign customs documents such _______________ bills of entry, shipping
bills; (2) to sign manifests, refund orders or drawback bills; (3) to receive
money or grant receipts; and (4) to execute Bon_______________ of Guarantees on
behalf of the company in respect of goo_______________ imported by the company.”
17). AUTHORITY TO AVAIL CAPITAL SUBSIDY INVENTIVE.
“RESOLVED THAT
Ms. _______________, Director of the Company, be and is hereby authorized to
file any document/affidavit or give any undertaking for filing the claim and
receiving the money from the Government with respect to capital subsidy under modernization
and/or technology up gradation incentive applicable to us _______________
per M.P. Industrial Policy, 2006, in the office of the General Manager,
District Industries Centre and the Director of industries, Punjab,
Chandigarh, for and on behalf of the Company to conduct Enquiry, make
application(s) to the above office for the development of the industrial unit. “
“RESOLVED FURTHER
THAT Ms. _______________ be and is hereby further authorised to receive the
investment incentive of Rs.___________ (Rupees ____________________ only) from
the bank/finial institution Department of Industries and to issue the actual
payees receipt at the time of disbursement of incentive amount after the execution
of the deed and to do all acts, The_______________ and the things whatsoever he
may deem fit, proper and advisable.”
“RESOLVED FURTHER
THAT Ms. _______________ will be the authorize signatory of the Company with
regard to all matters pertaining to or arising out of the ailment of incentives
and all the acts, things done by him
shall be binding on the Company.”
18) Resolution for Opening of Bank Account
RESOLVED THAT the consent of the
Board of the Directors of the Company be and is hereby accorded to open
a Current Account in the name and style of “PQR Ltd.” with Kotak Bank
Ltd., Kalina Branch, Mumbai.
The following person be and
is hereby authorized to sign and accept all cheques, instruments,
promissory notes and all other order / documents for and on behalf of
the company’s aforesaid Current Account as per the instructions
mentioned below.
Sl. No
|
Name
|
Authority Level
|
1
|
Ms. X
|
Individually Without limit.
|
RESOLVED FUTHER THAT the
aforesaid Bank be and is hereby authorized to honour all Cheques,
Promissory Notes, Bill of Exchange and other document / order signed and
/ or accepted by the authorized persons either the above Account be in
Credit or Overdrawn.
RESOLVED THAT a copy of the aforesaid resolution be forwarded to the above Bank for record purpose.”
CERTIFIED TRUE
COPY OF THE RESOLUTION PASSED AT THE
MEETING OF THE BOARD OF DIRECTORS OF
(NAME OF THE COMPANY) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS) ON (DATE) AT (TIME)
“RESOLVED
THAT the Company's
Banking Current Account No___________ with
(Name of the Bank with address) , be closed and the amount, if any, lying in the said account be
returned to the Company by way of issuance of Bankers’ Cheque payable at New
Delhi or transfer to other Current Account in the name of the Company, and the
following Directors of the Company be and are hereby severally authorized to do
all such acts, deeds and things and to sign all such documents, papers and
writing as may be necessary in this regard:
[Name of the authorized person(s) with their
designation]
"RESOLVED FURTHER
THAT the
above said Directors of the Company be and are hereby severally /jointly
authorized to do all such acts, deeds and things and to sign all such documents
as may be required in connection with the closure of the said
Account.”
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