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Adoption
of common Seal-Ordinary Resolution
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Section
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:
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34(2)
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Passing
Authority
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:
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The
Board of Directors
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Nature
Of Resolution
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:
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With
simple majority
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Resolution
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:
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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.”
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Guidelines
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:
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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.
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Filling
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:
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N.A.
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Authority
To affix Common seal-Ordinary Resolution
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Section
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:
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34(2)
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Passing
Authority
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:
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The
Board Of Directors
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Nature
Of Resolution
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:
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Simple
Majority
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Resolution
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:
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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
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Guidelines
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:
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The
Board of Directors or a committee of Directors (If Empowered)Must
approve the affixation of Seal to any document.
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Filling
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:
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N.A.
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Approval
of Directors report-Ordinary Resolution
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Section
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:
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217
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Passing
Authority
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:
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Board
of directors
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Nature
Of Resolution
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:
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Simple
Majority
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Resolution
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:
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“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”.
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Guidelines
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:
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.
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Filling
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:
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filing
must be done within 30 days of AGM along with the annual
accounts
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Remuneration
of Statutory Auditors-Ordinary Resolution
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Section
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:
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224(8)
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Passing
Authority
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:
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Board
of directors
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Nature
Of Resolution
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:
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Simple
Majority
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Resolution
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:
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“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.
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Guidelines
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:
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.
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Filling
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:
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NIL
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Adoption of accounts-Ordinary
Resolution
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Section
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:
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210(1)
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Passing
Authority
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:
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General
meeting
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Nature
Of Resolution
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:
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Ordinary
resolution
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Resolution
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:
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“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."
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Guidelines
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:
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.
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Filling
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:
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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
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Appointment
Of secretary-Ordinary Resolution
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Section
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:
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.
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Passing
Authority
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:
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board
of directors
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Nature
Of Resolution
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:
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Simple
Majority
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Resolution
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:
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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.”
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Guidelines
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:
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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 .
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Filling
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:
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It
must be done in Form 32 within 30days of appointment
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Approval
of prospectus-Ordinary Resolution
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Section
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:
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60
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Passing
Authority
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:
|
board
of directors
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Nature
Of Resolution
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:
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Simple
Majority
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Resolution
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:
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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.”
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Guidelines
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:
|
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 .
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Filling
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:
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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
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Allotment
of shares-Ordinary Resolution
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Section
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:
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69,75
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Passing
Authority
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:
|
board
of directors
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|
Nature
Of Resolution
|
:
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Simple
Majority
|
|
Resolution
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:
|
“ 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.”
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Guidelines
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:
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.
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Filling
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:
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form
2 must be filed within 30days , Form 3, form 4 must
be filed where applicable
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Call
on shares-Ordinary Resolution
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Section
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:
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13
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Passing
Authority
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:
|
board
of directors
|
|
Nature
Of Resolution
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:
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Simple
Majority
|
|
Resolution
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:
|
“ 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.”
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Guidelines
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:
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.
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Filling
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:
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N.A.
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Notice before
Forfeiture of shares-Ordinary Resolution
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Section
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:
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34
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Passing
Authority
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:
|
board
of directors
|
|
Nature
Of Resolution
|
:
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S
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Resolution
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:
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.
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Guidelines
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:
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.
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Filling
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:
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.
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Notice
before Forfeiture of shares-Ordinary Resolution
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Section
|
:
|
34
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Passing
Authority
|
:
|
board
of directors
|
|
Nature
Of Resolution
|
:
|
Simple
Majority
|
|
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.”
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Guidelines
|
:
|
The
procedures must be strictly followed as prescribed in
the Company,s Articles
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Filling
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:
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N.A.
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Forfeiture
of shares-Ordinary Resolution
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Section
|
:
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.
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Passing
Authority
|
:
|
board
of directors
|
|
Nature
Of Resolution
|
:
|
Simple
Majority
|
|
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 __________ ____________ ______________ __________
____________ ______________ __________ ____________
______________
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Guidelines
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:
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.
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Filling
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:
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N.A.
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ISSUE
OF DUPLICATE SHARE CERTIFICATE IN LIEU OF ORIGINAL REPORTED
AS LOST-Ordinary Resolution
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Section
|
:
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.
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Passing
Authority
|
:
|
board
of directors
|
|
Nature
Of Resolution
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:
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Simple
Majority
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|
Resolution
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:
|
“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.”
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Guidelines
|
:
|
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
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Filling
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:
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nil
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Appointment
of Directors-Ordinary Resolution
|
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|
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|
Section
|
:
|
255
|
|
Passing
Authority
|
:
|
General
meeting
|
|
Nature
Of Resolution
|
:
|
Ordinary
resolution
|
|
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."
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Guidelines
|
:
|
.
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Filling
|
:
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N.A.
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Appointment
of Auditors-Ordinary Resolution
|
|
|
|
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|
Section
|
:
|
225
|
|
Passing
Authority
|
:
|
General
meeting
|
|
Nature
Of Resolution
|
:
|
Ordinary
resolution
|
|
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.
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Guidelines
|
:
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.
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Filling
|
:
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N.A.
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Appointment
of Managing Directors-Ordinary Resolution
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|
|
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|
Section
|
:
|
269
|
|
Passing
Authority
|
:
|
General
meeting
|
|
Nature
Of Resolution
|
:
|
Ordinary
resolution
|
|
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.”
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Guidelines
|
:
|
.
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Filling
|
:
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.
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Transfer
of Shares-Ordinary Resolution
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|
Section
|
:
|
108
|
|
Passing
Authority
|
:
|
General
meeting
|
|
Nature
Of Resolution
|
:
|
.
|
|
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.”
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|
Guidelines
|
:
|
.
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Filling
|
:
|
N.A.
|
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|
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|
Providing
Guarantee-Ordinary Resolution
|
|
|
|
|
|
Section
|
:
|
372A
|
|
Passing
Authority
|
:
|
Board
of Directors
|
|
Nature
Of Resolution
|
:
|
Ordinary
Resolution
|
|
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.”
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Guidelines
|
:
|
.
|
|
Filling
|
:
|
Nil
|
|
|
|
|
|
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|
|
Appointment
of First Auditors-Ordinary Resolution
|
|
|
|
|
|
Section
|
:
|
224(5)
|
|
Passing
Authority
|
:
|
Board
of directors
|
|
Nature
Of Resolution
|
:
|
Simple
Majority
|
|
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.”
|
|
Guidelines
|
:
|
.
|
|
Filling
|
:
|
N.A.
|
|
|
|
|
|
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|
|
|
Change
of financial year-Ordinary Resolution
|
|
|
|
|
|
Section
|
:
|
210
|
|
Passing
Authority
|
:
|
Board
of directors
|
|
Nature
Of Resolution
|
:
|
Simple
Majority
|
|
Resolution
|
:
|
“RESOLVED
THAT the Books of Account of the company will close
on ________ instead of ______________ as at present
and that for the financial year ended _____________
The Accounts will be made up for 15 months ending on
_____________ and thereafter the Accounts will be made
up of 12 months ending __________. FURTHER RESOLVED
THAT the Managing Director be instructed to comply with
the necessary formalities to give effect to the preceding
Resolution.”
|
|
Guidelines
|
:
|
1.Approval
of The Registrar of the companies is required for extending
the financial year of the company for a period beyond
15 months.Company cannot extend its financial year for
more than 18 months. 2.Assessing officer approval is
also necessary
|
|
Filling
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:
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N.A.
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Making
Investment in Equity Shares of Body Corporate-Ordinary
Resolution
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Section
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:
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372A
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Passing
Authority
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:
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Board
of Directors
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Nature
Of Resolution
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:
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Ordinary
Resolution
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Resolution
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:
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“RESOLVED
that pursuant to Section 372A of the Companies Act,
1956 approval of the company be and is hereby accorded
for making investment by way of subscription, purchase,
transfer or otherwise in the equity shares of _______________(name
of the investee company) to the extent of Rs. ______.”
“RESOLVED FURTHER that _______________, Director be
and is hereby authorised to sign and execute and to
do all acts, deeds and things which are necessary for
giving effect to the above resolution.” “RESOLVED FURTHER
that _________________, Company Secretary be and is
hereby authorised to make necessary entries in the Register
of Investments and comply with all other formalities
in this regard.”
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Guidelines
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:
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Filling
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:
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Nil
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Resignation
of Company Secretary-Ordinary Resolution
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Section
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:
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383A
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Passing
Authority
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:
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Board
of Directors
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Nature
Of Resolution
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:
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Ordinary
Resolution
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Resolution
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:
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“RESOLVED
that pursuant to provision of section 383A of the Companies
Act, 1956 the letter of resignation dated _________________received
from ____________________________as Company Secretary
be and is hereby accepted.” “RESOLVED FURTHER that Shri___________,
Director/Secretary of the company be and is hereby authorised
to file necessary forms with the Registrar of Companies
and make necessary entries in the Register in this regard”
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Guidelines
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:
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Filling
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:
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Form
32 within 30 days
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Removal
of Company Secretary-Ordinary Resolution
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Section
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:
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383A
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Passing
Authority
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:
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.
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Nature
Of Resolution
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:
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.
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Resolution
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:
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Guidelines
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:
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Filling
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:
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Appointment
of Manager who is already a Manager in another Company-Ordinary
Resolution
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Section
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:
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386
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Passing
Authority
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:
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Board
of Directors
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Nature
Of Resolution
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:
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Ordinary
Resolution
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Resolution
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:
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“RESOLVED
that, subject to the provision of Section 386 of the
Companies Act, 1956, and approval of members at a General
Meeting and the Central Government, approval be and
is hereby accorded for the appointment of Mr _____________
(name of the proposed appointee), who is already a Manager
of M/s. _____________ Limited, as Manager of the Company
on the terms and conditions as set out in the draft
agreement, submitted to this meeting and initialled
by the Chairman for the purpose of identification.”
“RESOLVED FURTHER that an Extra-ordinary General Meeting
of the Company be convened to be held on ___________(day)
the ______________(date) at _______________(time) at
___________ (place) to secure the consent of members
for the aforesaid proposal.” “RESOLVED FURTHER that
the notice for convening the meeting as per the draft
submitted to this meeting and initialled by the Chairman
for the purpose of identification, be and is hereby
approved and that _____________, Company Secretary be
and is hereby authorised to sign and issue the requisite
notice to all eligible members of the company” “RESOLVED
FURTHER that __________________, Company Secretary be
and is hereby authorised to submit the application to
Central Government, along with the necessary forms with
the Registrar of Companies, and make necessary entries
in the Register in this regard.”
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Guidelines
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:
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Filling
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:
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Nil
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Amalgamation
of Companies-Ordinary Resolution
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Section
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:
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391
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Passing
Authority
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:
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General
Meeting
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Nature
Of Resolution
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:
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Ordinary
Resolution
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Resolution
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:
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“RESOLVED
that, subject to the approval of members, creditors,
financial institutions, banks and other statutory authorities
and within the provision of Section 391 of the Companies
Act subject to confirmation by Honourable High Court,
approval be and is hereby granted for the amalgamation
of the company with ________________Limited on terms
and conditions as set out in the draft scheme of amalgamation
submitted to this meeting and initialled by the Chairman
for the purpose of identification.” “RESOLVED FURTHER
that ______________, Managing Director and _________,
Director be and are hereby authorised to: 1) sign and
submit the Scheme of Amalgamation to the prescribed
authority on behalf of the Company, 2) make such alteration/modifications
as may be required and submit the application and petition
to the High Court, 3) do all such acts, deeds and things
which are necessary for the purpose of giving effect
to this resolution.” “RESOLVED FURTHER that an Extra-ordinary
General Meeting of the Company be held on _________(day)
the ______ (date) at ______(time) at___________(place)
to secure the consent of members for the aforesaid proposal.”
“RESOLVED FURTHER that the notice of the meeting, as
per the draft submitted to this meeting and initialled
by the Chairman for the purpose of identification, be
and is hereby approved and that ________________, Company
Secretary be and is hereby authorised to sign and issue
the notice to all the members and to do all the formalities
in this regard.”
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Guidelines
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:
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.
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Filling
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:
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Nil
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Appointment
of Directors nominated by Central Government-Ordinary
Resolution
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Section
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:
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388
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Passing
Authority
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:
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.
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Nature
Of Resolution
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:
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Resolution
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:
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.
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Guidelines
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:
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Filling
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:
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Refusal
to register Share Transfer-Ordinary Resolution
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Section
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:
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.
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Passing
Authority
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:
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Board
of Directors
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Nature
Of Resolution
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:
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Ordinary
Resolution
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|
Resolution
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:
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“RESOLVED
that the transfer of ______equity shares of the company
held by______, in favour of_________, be and is hereby
refused on the ground that the transfer is against the
interest of the company.” “RESOLVED FURTHER that_______________,
Director/Company Secretary be and is hereby authorised
to send notice of refusal to the transferor and transferee
and to comply with all other formalities in this regard.”
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Guidelines
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:
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.
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Filling
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:
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Nil
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Contracts
with an Undisclosed Principal-Ordinary Resolution
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Section
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:
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416
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Passing
Authority
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:
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Board
of Directors
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Nature
Of Resolution
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:
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Ordinary
Resolution
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Resolution
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:
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“RESOLVED
that as per the memorandum setting out the terms and
conditions of contract, in which the company is an undisclosed
principal, between ___________(name of other party)
and______________ (name of the person acting on behalf
of the company), submitted to this meeting and initialled
by the Chairman for the purpose of identification be
and is hereby recorded and accepted.”
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Guidelines
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:
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.
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Filling
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Nil
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Appointment
of Auditor in a Government Company-Ordinary Resolution
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Section
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:
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619
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Passing
Authority
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:
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Board
of Directors
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Nature
Of Resolution
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:
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Ordinary
Resolution
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Resolution
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:
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“RESOLVED
that an application be made to Central Government as
per Section 619 of the Companies Act, 1956, for appointment
of and fixing the terms and conditions of Statutory
Auditors for the financial year ending ________(date).”
“RESOLVED FURTHER that _____________, Company Secretary
be and is hereby authorised to submit the application
to the Central Government and comply with all other
formalities in this regard.”
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Guidelines
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:
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.
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Filling
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:
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Nil
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Refusal
to Register Share Transmission-Ordinary Resolution
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Section
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:
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.
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Passing
Authority
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:
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Board
of Directors
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Nature
Of Resolution
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:
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Ordinary
Resolution
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|
Resolution
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:
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"RESOLVED
that the share transmission claim lodged with the company
for transmission of _____ equity shares of the company
held by the deceased __________, in favour of _______be
refused on grounds on being not supported by succession
certificate.” “RESOLVED FURTHER that___________, Company
Secretary be and is hereby authorised to send notice
of refusal to ____________ and comply with all other
formalities in this regard”
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Guidelines
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:
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Filling
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:
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Nil
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Issue
of Share Warrants-Ordinary Resolution
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Section
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:
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.
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Passing
Authority
|
:
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Board
of Directors
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Nature
Of Resolution
|
:
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Ordinary
Resolution
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|
Resolution
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:
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1.
“RESOLVED that, pursuant to Article ____ of the Articles
of Association and subject to the approval of the Central
Government and RBI, consent be and is hereby accorded
to the members for issue of share warrants in lieu of
fully paid up shares upon the surrender of original
share certificates by the respective shareholders.”
“RESOLVED FURTHER that ____________, Company Secretary,
be and is hereby authorised to submit the applications
to the respective authorities and issue appropriate
entries in the register of members and comply with all
requirements in this regard.” 2. “RESOLVED that, pursuant
to Article ---- of the Articles of Association and in
terms of the approval granted by the Central Government
and Reserve Bank of India, consent of the company be
and is hereby accorded for issue of share warrants to
the members in lieu of fully paid up shares upon the
surrender of original share certificates by the respective
shareholders.” “RESOLVED FURTHER that______________,
Director/Company Secretary, be and is hereby authorised
to issue share warrants and dividend coupons, make entries
in the Register of Members and comply with all requirements
in this regard”
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Guidelines
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.
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Filling
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:
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Nil
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Situation
of Registered Office-Ordinary Resolution
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Section
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:
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146
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Passing
Authority
|
:
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Board
of Directors
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Nature
Of Resolution
|
:
|
Ordinary
Resolution
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|
Resolution
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:
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“RESOLVED
THAT the registered office of the company be situated
at____________________(place) with effect from _______(date).”
“RESOLVED FURTHER that the name board of the company
be affixed at the registered office of the Company and
at the places where the business of the company is carried
on or to be carried on and on all letter heads, notices,
records and other publications as per provisions of
the Companies Act, 1956.”
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Guidelines
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:
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1.
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Filling
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:
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Form
18 within 30 days of passing of the resolution.
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Change
of Registered Office within local limits-Special Resolution
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Section
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:
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146(2)
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Passing
Authority
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:
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Board
of Directors
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Nature
Of Resolution
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:
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Ordinary
Resolution
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|
Resolution
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:
|
“RESOLVED
that the registered office of the company be changed
to __________(address) with effect from ( date) and
the name board of the company be affixed at the new
registered office of the Company and at all the places
where the business of the company is carried on or to
be carried on.” “RESOLVED FURTHER that the address of
the new registered office of the company be mentioned
in all letter heads, notices, records and other publications
as per provisions of Section 147 of the Companies Act,
1956.” “RESOLVED FURTHER that return in Form No. 18
be filed with the Registrar of Companies and that_________,
Company Secretary be and is hereby authorised to comply
with all formalities relating to change of registered
office”
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Guidelines
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:
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.
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Filling
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:
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Form
18 within 30 days of changeion.
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Change
of Registered Office from one City to another within
the same State-Ordinary Resolution
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Section
|
:
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.
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Passing
Authority
|
:
|
Board
of Directors
|
|
Nature
Of Resolution
|
:
|
Ordinary
Resolution
|
|
Resolution
|
:
|
“RESOLVED
that, subject to the approval of shareholders in the
general meeting, the registered office of the company
be changed from __________(address) to ______________(address)
with effect from ___________.” “RESOLVED FURTHER that
an EGM of the Company be convened on _____(date) at_____
(time) at the registered office of the company to secure
the approval of members for the change of registered
office.” “RESOLVED FURTHER that the draft notice of
the General Meeting, submitted to this meeting and initialed
by the Chairman for the purpose of identification, be
and is hereby approved and that ___________, Secretary
be and is hereby authorised to sign and issue the same
to all eligible members.” “RESOLVED FURTHER that a name
board be affixed at the new registered office of the
Company and at all the places where the business of
the company is carried on or to be carried on.” “RESOLVED
FURTHER that the address of the new registered office
of the company be mentioned in all letter heads, notices,
records and other publications as per the provisions
of Section 147 of the Companies Act, 1956.” “RESOLVED
FURTHER that a return in Form No. 18 be filed with the
Registrar of Companies and that ____________, Company
Secretary be and is hereby authorised to comply with
all formalities relating to change of registered office.”
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Guidelines
|
:
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.
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Filling
|
:
|
Form
18 within 30 days of change
|
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Change
of Registered Office from one State to another State-Ordinary
Resolution
|
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Section
|
:
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.
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Passing
Authority
|
:
|
Board
of Directors
|
|
Nature
Of Resolution
|
:
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Ordinary
Resolution
|
|
Resolution
|
:
|
“RESOLVED
that, subject to the approval of shareholders at the
general meeting and confirmation of the Company Law
Board, the registered office of the company be shifted
from. _________(address) to ______________(address)
with effect from ___________.” “RESOLVED FURTHER that
an Extra-ordinary General Meeting of the Company be
convened on (date)at (time). at the registered office
of the company to secure the approval of members for
the change of registered office. “RESOLVED FURTHER that
the draft notice of the General meeting, submitted to
this meeting and initialed by the Chairman for the purpose
of identification, be and is hereby approved and that
___________, Company Secretary be and is hereby authorised
to sign and issue the same to all eligible members.
RESOLVED FURTHER that ___________, Company Secretary
be and is hereby authorised to submit applications to
Company Law Board and other Statutory authorities, appear
before the Board for the hearing and comply with all
other requirements in this regard. RESOLVED FURTHER
that a name board be affixed at the new registered office
of the Company and at the places where the business
of the company is carried on or to be carried on. RESOLVED
FURTHER that the address of the new registered office
of the company be mentioned in all letterheads, notices,
records and other publications as per the provisions
of Section 147 of the Companies Act, 1956. RESOLVED
FURTHER that a return in Form No. 18 be filed with the
Registrar of Companies and that_________, Company Secretary
be and is hereby authorised to comply with all formalities
relating to change of registered office.
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Guidelines
|
:
|
.
|
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Filling
|
:
|
Form
18 within 30 days of change
|
|
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|
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Revision
of Authority for Operation of Bank Account-Ordinary
Resolution
|
|
|
|
|
|
Section
|
:
|
.
|
|
Passing
Authority
|
:
|
Board
of Directors
|
|
Nature
Of Resolution
|
:
|
Ordinary
Resolution
|
|
Resolution
|
:
|
“RESOLVED
that, in suppression of all the earlier resolutions
passed in this regard, the following Directors of the
company, be and are hereby authorised to operate the
Current A/c No. ________, with____________Bank_________
Branch in the manner set out below: 1) Mr___________,
Director 2) Mr___________, Director 3) Mr___________,
Director “RESOLVED FURTHER that ________________, Company
Secretary be and is hereby authorized to forward a copy
of the above resolution to the aforesaid Bank and comply
with all other formalities in this regard.”
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Guidelines
|
:
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.
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Filling
|
:
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Nil
|
