Agreement & Resolutions - Vineet Kapoor & Associates - Indian CA, Indian CPA, Chartered Accountants

Adoption of common Seal-Ordinary Resolution

The Board of Directors

Nature Of Resolution

With simple majority

1. “RESOLVED THAT the Seal produced by the Secretary, an impression of which is made in the minute book, be adopted as the Common Seal of the Company, and that the Seal shall be kept under the custody of Company Secretary and the same shall only be used in accordance with the provisions in this behalf in the Company’s Articles of Association 2. “Resolved that the seal as placed on the table of the board, and an impression of which is made in the minute book be adopted as the common seal of the company, and Mr -------------------------, Company Secretary/Director of the company be and is hereby authorized to keep the common seal under his custody and use the same as and when required on behalf of the company.” 3. “Resolved that the seal an impression of which is made in the minute book be adopted as the common seal of the company.” “Resolved further, that Mr -----------------------------, Director of the company is hereby authorized to keep the common seal under his custody.” 4. “Resolved that the seal an impression of which is made in the minute book of the company be adopted as the common seal of the company for use in the -----------------------------------(indicate the name of the foreign country). “Resolved further, that Mr. -----------------------------, Director/authorized person of the company is hereby authorized to keep the common seal under his / her custody.”

1. first meeting of the board of directors usually adopt the common seal. 2. Company regd. within should have common seal to be used within India.

Authority To affix Common seal-Ordinary Resolution

The Board Of Directors

Nature Of Resolution

1. “RESOLVED THAT an impression of common seal of the Company be affixed to the letter of guarantee dated ------for Rs.-------- only given in favour of ---------------------------, and that the document be signed by Shri-------------, Managing Director/Director/, and Shri---------------, Secretary, of the company in terms of Article ----- of the Articles of Association of the Company” 2. “RESOLVED THAT, Shri -----------------------------,and Shri -----------------------, Directors of the company and Shri -------------------, Company Secretary, be and is hereby authorized to affix the common seal of the company in accordance with Article ---------, of the company to the --------------------------------------------------, (specify the documents ) documents, a copy of which is placed before the meeting and duly initialed by the chairman for the purpose of identification

The Board of Directors or a committee of Directors (If Empowered)Must approve the affixation of Seal to any document.

Approval of Directors report-Ordinary Resolution

Nature Of Resolution

“RESOLVED THAT the draft Directors’ Report initialled by the Chairman be and is hereby approved. Further __________________, Director of the Company be and is hereby authorised to sign the same on behalf of the Board of Directors”.

filing must be done within 30 days of AGM along with the annual accounts

Remuneration of Statutory Auditors-Ordinary Resolution

Nature Of Resolution

“RESOLVED that the auditors of the Company M/s. ___________________, Chartered Accountants, be and is hereby paid a sum of Rupees _________ (Rupees ____________only) for auditing the accounts of the Company for the year ended 31st March, 2000”. “RESOLVED FURTHER THAT M/s. __________________, Chartered Accountants, be and is herby appointed as statutory auditors of the Company for the financial year 2000-2001 on the terms and conditions as agreed by Board.

Adoption of accounts-Ordinary Resolution

Nature Of Resolution

“RESOLVED THAT the Balance Sheet of the Company as 31st March, 2000, the Profit and Loss Account of the Company for the financial year ended 31st March, 2000, together with the Schedules and Notes, as attached thereto, the Directors’ Report dated __________, 2000, annexed thereto, and the Auditors’ Report to the Members dated ___________, 2000 be and are hereby approved and adopted."

3 copies of P&L a/c and Balance sheet duly signed within 30days of AGM and in case of a private Company 3 copies of balance sheet and P&L a/c shall be filed separately

Appointment Of secretary-Ordinary Resolution

Nature Of Resolution

1. “Resolved that, Shri---------, F.C.S., be and is hereby appointed as Company Secretary of the Company, subject to the terms, conditions and stipulations as contained in the letter of appointment to be issued to Shri---------, a draft of which is placed before the Meeting for the purposes of identification, and duly initialed by the Chairman thereof, and that the Shri----------------------Managing Director/Director/Secretary, be and is hereby authorised to sign the letter of appointment on behalf of the Company”. 2. “Resolved that, Shri ------------------------------, an Associate / Fellow member of the Institute of Company Secretaries of India, be and is hereby appointed as the Company Secretary of the company at a monthly remuneration of Rs ------------, to perform all such duties as may be performed by a Company Secretary as provided in the Companies Act 1956 or such modification thereof from time to time and such other ministerial or administrative duties that may be assigned by the board or the Managing director.” 3. “Resolved that, Shri _____________________________, a member of the Institute of Company Secretaries of India, who has the requisite qualification be and is hereby appointed as the Company Secretary of the Company on such terms and conditions as may be mutually decided by the board.” 4. “Resolved that pursuant to provision of Section 383A of the Companies Act 1956 Mr. __________________________, who has the requisite qualification be and is hereby appointed as the Company Secretary of the Company.” “Resolved Further that Mr _______________________, Director of the company be and is hereby authorised to file the necessary forms with the registrar in this regard.”

Directors may be appointed as secretary in which cases the Provisions of Section 269 will be applicable.In A cases where the paid up capital of the company is Rs 50Lakhs or more a whole time secretary will be appointed .

It must be done in Form 32 within 30days of appointment

Approval of prospectus-Ordinary Resolution

Nature Of Resolution

1.“ RESOLVED THAT the necessary consent of the SEBI having been obtained to the issue of ------------ Equity Shares of Rs ______ each for cash at par to the public, the draft copy of the prospectus submitted to this meeting, and dated the --------------day of --------------, by which applications for the said shares are to be invited from the public for subscription be and the same is hereby approved, and that the copy of such prospectus also submitted to this meeting be forthwith signed by all the Directors, and that the signed copy of the prospectus , having attached thereto the documents specified therein , be delivered to the Registrar of Companies for Registration pursuant to section 60 of the Companies Act 1956.” "RESOLVED FURTHER THAT the prospectus together with the form of application mentioned therein be printed, distributed and advertised in consultation with the Stock Exchange and Lead Managers to the Issue.” 2.”Resolved that the draft prospectus a copy of which has been placed on the table and duly signed by the chairman for the purpose of identification be submitted to the SEBI for vetting be and is hereby approved and Mr._________________ and Mr._______________, director of the company be and are hereby authorized to make all such modifications, alterations, deletion etc. as may be suggested by the SEBI and /or Stock Exchanges and/or Registrar of the companies as the case may be. “Resolved further that Mr. ____________________, or Mr.________________, director of the company be and are hereby authorized fix up and finalise in consultation with the Stock Exchanges, Merchant Bankers and Lead Managers the various dates for issue of equity shares of the company.”

1)Date of prospectus shall be deemed to be the date of publication of trhe prospectus .The prospectus shall be issued within the 90 days of the registration with the the registrar 2) If the prospectus is more than one language , a copy of the prospectus in each language shall be delivered to the Registrar .

Prospectus shall be filed with the registrar and shall be accompanied by necessary consents and authority letter for making corrections and also a copy of the prospectus with the director

Allotment of shares-Ordinary Resolution

Nature Of Resolution

“ RESOLVED THAT ---------- Equity Shares of Rs _______ each, numbered-----------to------------ inclusive be and are hereby alloted to the allottees as per list produced to this meeting and initialed by the Chairman for purposes of identification thereof, so that each allotee shall receive an allotment of the number of Shares set opposite his name in the column headed ‘No of Shares Allotted’, of the sheet in which his name appears, and that notice of such allotment be given to the respective allottees, and that where no number of shares appears in the column headed’ Number of Shares Alloted’, opposite the name of an applicant, no allotment be made, and that the deposit paid by such applicant be returned , and that where the application money paid by an allotee exceeds the amount payable on application and allotment in respect of the shares alloted to him, the excess be returned to such allotee. RESOLVED FURTHER THAT the Secretary be and is hereby directed and authorised to take further necessary action with regard to allotment of shares made by the Board.”

form 2 must be filed within 30days , Form 3, form 4 must be filed where applicable

Call on shares-Ordinary Resolution

Nature Of Resolution

“ RESOLVED THAT a call of Rs__ per equity Share be hereby made upon the members of the company in respect of the amount unpaid on their shares, and that such call be made payable on or before the__________ day of ___________at_______________ (Specify here, either the address of the bankers of the company, or the registered office of the company, as the case may be),and that all calls unpaid by that day shall bear interest at the rate of _____________% p.a from the date mentioned until payment. RESOLVED FURTHER THAT the secretary be directed forthwith to give notice to the registered shareholders of such shares of such call having been made and to take further necessary action in this behalf.”

Notice before Forfeiture of shares-Ordinary Resolution

Nature Of Resolution

Notice before Forfeiture of shares-Ordinary Resolution

Nature Of Resolution

“ RESOLVED THAT whereas a call of Rs. _____ per equity share was made upon all of the members of the company holding such shares by resolution dated__________day of _______, such call to be payable on or before the _________ day of ___________and whereas some members have not paid the said call by the date afore-mentioned, the secretary be and is hereby authorised to give notice in accordance with Articles29 &30 of the Company’s Articles of Association to all members who have not paid the said call on their shares made on the __________day of ________ requiring them to pay the said call together with the interest that may have accrued on or before the__________day of __________at the registered office of the Company and stating that in the event of non payment thereof on or before the date aforementioned the shares will be liable to be forfeited by the Company.”

The procedures must be strictly followed as prescribed in the Company,s Articles

Forfeiture of shares-Ordinary Resolution

Nature Of Resolution

“ RESOLVED THAT the under mentioned equity shares in the capital of the company be and the same are hereby forfeited in accordance with Article 31 of the Companies Articles of Association for non payment of the final call of Rs. __ per share payable on or before ______ day of __________, notice of which have been served upon the registered holders named below on _____day of ________ and _______ day of __________ in accordance with the resolutions of the Board meeting held on _____ day of _______ and __________ day of _________, and that the secretary be and is hereby authorised to give notice to the said registered holders in accordance with Articles 32 Of the Company’s Articles of association of such forfeiture. No. of shares Distinctive Nos. Registered Holders __________ ____________ ______________ __________ ____________ ______________ __________ ____________ ______________

ISSUE OF DUPLICATE SHARE CERTIFICATE IN LIEU OF ORIGINAL REPORTED AS LOST-Ordinary Resolution

Nature Of Resolution

“RESOLVED THAT duplicate Share Certificates, as detailed below, be issued in the name of the registered shareholder in lieu of the original share certificates reported as lost, the said share holder having already being furnished an indemnity bond and complied with the formalities required by the company in connection with the issue of duplicate share certificates, and no objection having been received in response to a public notice advertised in the news paper as required as required: No of lost No of new share No. of Shares Distinctive Name of Certificate Certificates Numbers Shareholder 100 to 500 10100 to 10121 1000 1506301 Mr xyz to 1508000 RESOLVED FURTHER THAT the Common Seal of the company be affixed to the said duplicate certificates in the presence of Shri _____________ and Shri ______________, Directors of the Company and the secretary who shall sign the said certificates as required under the Companies (Issue Of Share Certificates) Rules 1960. Resolved Further That the secretary be and is here by authorized to take further action in connection with the issue of the duplicate share certificates.”

directyors are given an absolute discretion as to be furnished with which the court will not normally interfere .and the provisions of the companies rules ,1960 must be compiled with

Appointment of Directors-Ordinary Resolution

Nature Of Resolution

"RESOLVED THAT Shri _________________, who retires by rotation be and is hereby re-appointed as a Director of the Company and that his period of office will be liable to determination by retirement of Directors by rotation."

Appointment of Auditors-Ordinary Resolution

Nature Of Resolution

RESOLVED that the retiring Auditors M/S ________________, Chartered Accountant, _________________, be and is hereby re-appointed as Auditors of the Company, who shall hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting on a Remuneration to be negotiated and fixed by the Board of Directors of the Company.

Appointment of Managing Directors-Ordinary Resolution

Nature Of Resolution

“RESOLVED THAT pursuant to the provisions of Section 198, 269, 309 and other applicable provisions of the Companies Act, 1956, (“the Act”) read with Schedule XIII to the act, or any amendment or modification or re-enactment thereof and subject to such approvals as may be necessary the consent of the Company be and is hereby accorded to the appointment of Sri __________________, as Managing Director of the Company for a period of 5 years with effect from __________, 2000, on such terms and conditions including remuneration as set out in the agreement dated __________ , 2000 entered into by the Company with Shri ___________ . The copy of said agreement is placed before the meeting for its approval; “RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to raise, amend, alter or otherwise vary the terms and conditions of his appointment from time to time as they deem fit in accordance with the provisions of the Companies Act, 1956 and Schedule XIII to the Act as existing or as may be amended.”

Transfer of Shares-Ordinary Resolution

Nature Of Resolution

“RESOLVED THAT share transfer No._______ to __________ (inclusive), and appearing in the Share Transfer Book, which together with the relative documents, produced at this meeting be approved and that the names of the transferees be recorded in the Register Of Members. RESOLVED FURTHER THAT the secretary be and is hereby authorized to take further necessary action with regard to transfer of shares approved by the Board.”

Providing Guarantee-Ordinary Resolution

Nature Of Resolution

“RESOLVED that pursuant to provision of Section 372A of the Companies Act, 1956, and subject to consent of the resolution passed at the General Meeting dated ______________, approval be and is hereby accorded to the company for providing a guarantee in favour of_____________(name of the financial institution/bank), on the terms and conditions set out in the Guarantee Agreement, submitted to this meeting and duly initialed by the Chairman for the purpose of identification.” “RESOLVED FURTHER that _____________ , Managing Director/Director/Secretary of the company be and are hereby authorised to sign and execute the Guarantee Agreement and to do all acts, deeds and things which are necessary for giving effect to the above resolution.” “RESOLVED FURTHER that Common Seal of the Company be affixed in the Guarantee Agreement in the presence of_________________, Director/Secretary who shall sign the same in token thereof.”

Appointment of First Auditors-Ordinary Resolution

Nature Of Resolution

“RESOLVED THAT pursuant to section 224(5) of the companies act 1956 Messers XYZ & Co, Chartered Accountants, (place) be hereby appointed Auditors of the company until the conclusion of the first annual general meeting at a fees of Rs__________ out of pocket expenses.”