resolutionsforall: About us

resolutionsforall: About us: "About usABOUT US FIRM’S PROFILE We are a Delhi, India based professionally managed and innovative corporate law service provider firm, wi..."

resolutionsforall: Allotment of shares

resolutionsforall: Allotment of shares: "After sub-division is approved by the members, the following resolution is required to be passed by the Board for sub-division of the Share..."

resolutionsforall: Dividend and Registered office resolutions

resolutionsforall: Dividend and Registered office resolutions: "DIVIDEND Interim Dividend Discussion: Resolution: “Resolved that an interim dividend of —— per cent, absorbing Rs —/- be paid out of accumu..."

resolutionsforall: Bank Accounts resolutions and Approval resolution ...

resolutionsforall: Bank Accounts resolutions and Approval resolution ...: "BANK ACCOUNTS OPENING OF BANK ACCOUNT DISCUSSION: OPTION1 The Chairman informed the Board that it was desirable to maintain a Banking Acco..."

resolutionsforall: General Discussion resolution

resolutionsforall: General Discussion resolution: "GENERAL DISCUSSION OPTION 1: FOR NBFC COMPANIES There being no other business to be transacted by the Board, the Chairman initiated discuss..."

General Discussion resolution

GENERAL DISCUSSION

OPTION 1: FOR NBFC COMPANIES

There being no other business to be transacted by the Board, the Chairman initiated discussion on the current  business status of the company with the Board.

He reviewed the status of application made with the RBI for registration. However, in order to meet   eligibility criterion, he continued, a minimum Net Owned Fund of Rs 25 Lacs had to be achieved.  He placed a statement showing the current Net Owned Fund of the Company. 

OPTION 2: FOR OTHER COMPANIES

The Chairman initiated discussion on the current business status of the Company with the Board. The Board actively discussed the measures required to be taken to improve the performance of the Company.

OPTION 3:

The Chairman stated that despite the efforts made by the Board, the Company was not able to capitalise the opportunities available and was not able to enlarge its area of operation.  The Board shared the concern of the Chairman.

OPTION 4:

There being no other business to transact, the Chairman initiated discussion on the current business status of the Company with the Board. During the discussion, several suggestions were made by the members to improve the working of the Company. No final decision was however taken by the          Board.

OPTION 5:

The Chairman apprised the Board about the performance of the               Company and its future plans.  The Board discussed the future plans of the Company and the difficulties being faced  by the Company. No final decision was however taken by the Board.                                                                    

OPTION 6:

The Chairman initiated discussion with the Board.  The Board had a detailed discussion on the possible avenues available to the Company for reviving its business.                         

OPTION 7:

The Chairman informed the Board about the steps being taken  to revive the Company. The Board appreciated the efforts of the  Chairman and took note of the same.                           

OPTION 8:

The Chairman apprised the Board about the performance of the         Company. The Board while taking note of the same advised the         Chairman to take immediate steps to prevent decline in the business of the Company.

OPTION 9:

There being no other business to transact, the Chairman initiated discussion on the current business status of the Company with the Board. During the discussion several suggestions were made by the members to improve the working of the Company. No final decision was however taken by the             Board.

Bank Accounts resolutions and Approval resolution for Transfer of shares

BANK ACCOUNTS

OPENING OF BANK ACCOUNT

DISCUSSION:

OPTION1

The Chairman informed the Board that it was desirable to maintain a Banking Account in the name of the Company with _________________________ and the said Banking Account would be operated by any one of the Directors and one or more persons authorised by the Board.

OPTION2:

The Chairman informed the Board the need for opening Bank account with the _________________ to enable availing of an overdraft facility up to Rs _________ (Rupees __________). The Board discussed the matter and passed the following resolution in this connection:

RESOLUTIONS:

“Resolved that a Current Account or such other account as may be necessary from time to time be opened with _____________, _______,  and/or such branches of the said bank as may be deemed necessary from time to time and the said Bank be and is hereby authorised to honour cheques , bill of exchange and promissory notes etc. made on behalf of the Company by Mr __________________, singly or by such person(s) as may be authorised by the Company from time to time and to act on any restrictions relating to the  Account.

Resolved further that Mr _________ be and is hereby authorised to take necessary action for opening and availing of an overdraft facilities up to Rs __________ (Rupees ________-) and submit all necessary documents in this connection on behalf of the Company.”

OR

“RESOLVED THAT a current account in the name of the Company be opened with the ——————— Bank at their ——— branch and that the said Bank be and is hereby authorised to honour cheques, bills of exchange and  promissory notes drawn, accepted or made on behalf of the Company by Mr ——————, Director of the Company and  to act on any instructions so given relating to the account, whether the same be overdrawn or not, or relating to the transactions of the Company.

FURTHER RESOLVED THAT a copy of this resolution may be given to the said Bank requesting them to open the bank account.”

CHANGE IN AUTHORISED SIGNATORY WITH THE BANK

DISCUSSION: —————-

RESOLUTION: —————-

CLOSING OF BANK ACCOUNT

DISCUSSION: ———————

The following resolution was passed by the Board in this connection:

“RESOLVED THAT the Current Account of the Company with —————, be and is hereby closed.

FURTHER RESOLVED THAT Mr ——————, Director of the Company be and is hereby authorised to sign and execute all necessary documents required for the closure of the aforesaid Bank Account and to take all such steps that are necessary to give effect to this resolution.”

OVERDRAFT FACILITY FROM BANK

The Chairman briefed the Board about the difficulty in fund availability required to meet the needs of expanding company operations and the pending receipt of expected income.  To meet the funding gap an over draft facility required, for short durations. A copy of the draft guarantee acceptable to the_____________ Bank was made available to the Board.

ADDITION OF AUTHORISED SIGNATORY

“RESOLVED THAT in partial modification of the earlier Board resolution, Mr———  be and is hereby authorised to operate the Current Account of the Company (no. ———) with the ——Bank,————— (Address)  in addition to the existing signatories, Mr —— and Mr —— and that the said Bank be and is hereby authorised to honour cheques, bills of exchange and  promissory notes drawn, accepted or made on behalf of the Company by Mr ———, authorised signatory of the Company, jointly and severally with Mr ——— and Mr ————, Directors of the Company, and  to act on any instructions so given relating to the account, whether the same be overdrawn or not, or relating to the transactions of the Company.

FURTHER RESOLVED THAT a copy of this resolution may be given to the said Bank requesting them to take note of the same.”

APPROVAL OF TRANSFER OF SHARES

(to be included in capital part)

APPROVAL FOR TRANSFER OF SHARES (IN CASE OF PUBLIC COMPANY)

The Chairman placed before the meeting, the share transfer register containing valid requests for transfer of shares received and processed by the Company. The Board discussed the matter and the following resolution was passed unanimously:

“RESOLVED THAT the transfer of ———— equity shares of the Company  under transfer number(s) ——— to ——— (both nos. inclusive) as per the share transfer register produced before this meeting and initialed by the Chairman for the purpose of identification, be and is hereby approved and that the name of the transferees be entered in the Register of Members of the Company to the extent of shares transferred in their favour.

RESOLVED FURTHER THAT Mr ————————— and Mr —————, Directors of the Company be and are hereby authorised, jointly and severally, to sign the transfer endorsement on the share certificate and take all steps considered necessary to give effect to this resolution.”

APPROVAL FOR TRANSFER OF SHARES(IN CASE OF PRIVATE COMPANY)

The Chairman informed the Board that  requests have been received from some shareholders of the Company for transfer of their ————shares having face value of Rs——each to the persons who were not  existing members of the Company. And in term of the provision of Article No. ——of the Articles of Association of the Company an offer was made to all existing members of the Company for purchase of the shares by them. However, none of the member had shown any interest in purchasing these shares. Accordingly the Board may now consider the transfer of these shares in favour of the non member transferees.

It was further informed that the relevant share certificates and transfer deed(s) etc. , as placed before the Board had already been verified and found in order. The matter was discussed by the Board and the following resolution was passed unanimously:

“RESOLVED THAT share transfer in respect of following shares be and is hereby approved and  that the name of the transferees be entered in the Register of Members of the Company to the extent of shares transferred in their favour.

——————————————————————————————-

Sl.      TRANSFEROR       TYPE OF             NO.OF               TRANSFEREE

No.                   SHARE       SHARES

——————————————————————————————-

——————————————————————————————-

RESOLVED FURTHER THAT Mr ———and Mr ——————, Directors of the Company be and are hereby authorised, jointly or severally, to sign the transfer endorsement on the share certificate and take all steps considered necessary to give effect to this resolution.”

ISSUANCE OF SHARE CERTIFICATES

APPROVAL OF SPLITTING OF SHARES CERTIFICATE

OPTION: 1

The Chairman placed before the meeting, requests for splitting of share certificates received by the Company and proceesed by it.  The matter was discussed and the following resolution was passed unanimously by the Board:

“RESOLVED THAT the share certificates relating to 1,00,000 equity shares be splitted into such lots as requested by the members of the Company.

RESOLVED FURTHER THAT new share certificates be issued on splitting under the Common Seal of the Company and Mr ———— and Mr ————, Directors of the Company be and are hereby authorised to sign the same manually or through mechanical means and Mr ————, be and is hereby authorised to countersign the certificates and to take such other steps as may be required in this connection.”

OPTION: 2

APPROVAL OF SPLITTING & TRANSFER OF SHARES

         

(IN CASE OF PRIVATE COMPANY, WHERE ALL THE DIRECTORS ARE ALSO THE MEMBERS OF THE COMPANY)

The Board was informed that the Company had received a request for transfer of ——— equity shares from Mr ———, Member of the company to ————. Since Mr ————— was not holding any share certificate of — shares, he had also requested for splitting of share certificate. It was confirmed that the papers were processed and found in order. The Board discussed the matter and since all the members of the company were present in the Board meeting in their capacity as Directors of the company, they have also approved the transfer of shares in terms of the Article No(s). ——— of the Articles of Association, in their capacity as shareholders.

The following resolution was passed unanimously by the Board in this connection:

“RESOLVED THAT the share certificate no. — bearing distinctive no(s). — to —  for — equity shares be splitted as below:

——————————————————————————————

Share Certi            Distinctive              No. of Shares   

ficate No.               No.

——————————————————————————————

——————————————————————————————

RESOLVED FURTHER THAT new share certificates be issued on splitting under the Common Seal of the Company and Mr —— and Mr —————, Directors of the Company be and are hereby authorised to sign the same manually or through mechanical means and Mr —————, be and is hereby authorised to countersign the certificates and to take such other steps as may be required in this connection.”

The new share certificates were prepared in the meeting itself & signed by the Directors & Authorised Signatory.

The Board passed the following resolution unanimously:

“RESOLVED THAT the transfer of ——— equity shares bearing distinctive no. from —— to ——  in favour of Mr ———— be and is hereby approved.

Resolved further that Mr Rajeev K Goel be and is hereby authorised, to sign the transfer endorsements on the share certificates and take all steps considered necessary to give effect to this resolution.”

ISSUANCE OF DUPLICATE SHARE CERTIFICATES

The Board was informed that Mr ————, Mr ————— members of the company have requested for the issue of duplicate share certificates as their original share certificates were not traced. It was further informed that the necessary undertakings / papers were filed by these people in support of their request. The Board discussed the matter and passed the following resolution in this regard:

“RESOLVED THAT duplicate share certificates be issued as per the following details:

——————————————————————————————

S.No.  Name of person        Certifi   Distinc       No. of  

cate No.  tive No.      Shares

——————————————————————————————

—————————————————————————————-

TOTAL 

—————————————————————————————-

RESOLVED FURTHER THAT duplicate share certificates be issued to these people under the common seal of the company and Mr ————— & Mr ——————, Directors of the company and Mr ——————, authorised signatory, be and are hereby authorised to sign such certificates and to take such steps as they may deem fit and proper.”

Dividend and Registered office resolutions

DIVIDEND

Interim Dividend

Discussion:

Resolution:

“Resolved that an interim dividend of —— per cent, absorbing Rs —/- be paid out of accumulated profits of the Company on equity shares to those share holders whose names stand on the register of members on the date of this resolution.

Resolved further that ———, Director of the Company be and is hereby authorised to take all such steps that may be necessary to give effect to this resolution.”

Opening of Dividend Account

Discussion:

Resolution:

“Resolved that a Banking account be opened under the name and style of “Interim Dividend A/c for ————————— Ltd/Pvt Ltd with ——— Bank at their ——, Branch to make payment of interim dividend to the share holders and that the said Bank be and is hereby authorised and instructed to honour cheques issued on behalf of the Company, jointly or severally, by ——— and ———, Directors of the Company and to act on any instructions so given relating to the account, whether the same be overdrawn or not, or relating to the transactions of the Company.

Resolved further that a copy of this resolution may be given to the said Bank requesting them to open the said account and to act on any instructions so given relating to the said account.”

Registered Office

First Registered Office

The Chairman informed the Board that for the time being the registered office of the Company was situated at ————. In this connection, he placed before the meeting a copy of Form No. 18 filed with the Registrar of Companies and the Board noted the same. 

Change of Registered Office

(Within the same State/same ROC i.r.o. Section 146)

Discussion:

The Chairman informed the Board of Directors that it would be convenient for the

Option no. 1

The Chairman placed before the Board the proposal for change of registered office to —  The Board discussed the matter and the following resolution was passed unanimously in this connection:

“Resolved that the registered office of the Company be and is hereby changed from ——————————— to ———————————— with immediate effect and Mr ——————, Director be and is hereby authorised to file the notice of change of the registered office with the Registrar of Companies and to take such other steps as may be required in this regard.”

Change of Registered Office from one sate to another

          (i.r.o. Section 17)

Discussion:

Mr -------------, Chairman/ Director placed before the Board a proposal to shift the registered office of the Company from ------------ in the State of ----------------- to the National Capital Territory of Delhi. The Chairman stated that the main focused area for the activities of the Company is in Delhi, therefore, the proposed shifting will enable the Company to function more efficiently and economically. The Board discussed the matter and it was decided to refer the following Special Resolution to the members for their consideration:

Resolution:

Option 1.

“Resolved that pursuant to the provisions of Section 17 of the Companies Act, 1956, and other applicable provisions, if any, and subject to confirmation/ approval by the Hon’ble Company Law Board (CLB) and other authorities, if any, the registered office of the Company be shifted from the state of Himachal Pradesh to the NCT of Delhi.

Resolved further that Clause II of the Memorandum of Association of the Company be is hereby substituted with the following new Clause:

II.              The Registered Office of the Company will be situated in the NCT of Delhi.

Resolved further that the Board of Directors of the Company be and is hereby authorised to make necessary application and/or petition with the Hon’ble Company Law Board and any other relevant authorities, if any, and to agree to such conditions or modifications that may be imposed, required or suggested by CLB or other authorities, or that may otherwise be deemed fit or proper by the Board and to settle all questions or difficulties that may arise with regard to the aforesaid in such manner as it may determine in its absolute discretion and to take such steps and to do all such acts, deeds, matters and things as may be required, necessary, proper or expedient, to give effect to this Resolution.

Resolved further that the Board of Directors of the Company be and is hereby authorised to delegate all or any of the previously mentioned powers/authorities to any committee of Directors and/or officers or to any one or more directors, officers, advisors or consultants of the Company.”

Option 2

“Resolved that pursuant to the provisions of section 17 of the Companies Act, 1956, and other applicable provisions, if any, and subject to the approval of the members of the Company and the confirmation by the Company Law Board/ Central Government and any other competent authority, the Registered office of the Company be and is hereby shifted from  the state of ————— to the state of ——————— and Clause II of the Memorandum of Association of the Company be and is hereby altered accordingly by deleting the words —— and putting the words —— in its place.”

Take Note of Registration of CLB order

The Board was informed that the order of hon’ble Company Law Board confirming the amendment in the Memorandum of Association relating to shifting of registered office of the Company from the State of ———— to the State of ————— was registered by Registrar of Companies ————— on —/—/— and by the Registrar of Companies ————————— on —/—/— and the aforesaid order of CLB had become effective. The Board took note of the same.   

Allotment of shares

After sub-division is approved by the members, the following resolution is required to be passed by the Board for sub-division of the Share Certificates:

“Resolved that the Share Certificates No. —— to —— bearing Distinctive Nos. 1 to —— be and are hereby cancelled on sub-division of the share capital of the Company by changing the nominal value of the equity shares from the present denomination of Rs. — per share to Rs. — per share.

Resolved further that all the share certificates be re-called and cancelled and new share certificates with re-arranged distinctive numbers be issued under the Common Seal of the Company and Mr ———— and Mr ————, Directors of the Company be and are hereby authorised to sign the same and Mr ————, be and is hereby authorised to countersign the certificates and to take such other steps as may be required in this connection.”

Issue of shares to the Subscribers

Note

(In case of Pvt Company take this in the first Board meeting and in case of a Public Company take this in the Second Board Meeting)

The Chairman informed the Board that the Company had received an amount of Rs ——/- from the subscribers to the Memorandum of Association towards payment in full, in respect of — Equity Shares taken by them. The Board discussed the matter and it was:

“Resolved that — equity shares of Rs. —/- each fully paid up, under distinctive numbers —— to —— (both numbers inclusive), be and are hereby issued to the Subscribers to the Memorandum of Association as agreed to be subscribed by them as per the following details:

Name of Subscribers	Certificate No.	Distinctitive No.		No. of Shares
		From	To
Total

Resolved further that necessary share certificates be issued for the aforesaid shares under the Common Seal of the Company and Mr ——— and  Mr ———, Directors of the Company be and are hereby authorised to sign the same and Mr ——, be and is hereby authorised to countersign the same and to take such other steps as may be required in this connection.”

Allotment of shares

                                                                   (Other than 'Public Issue')

The Chairman informed the Board that some applications for the allotment of —— equity shares of the Company had been received and the same had been processed and found in order and shares could be allotted to these applicants. The Board discussed the matter and the following resolution was passed unanimously in this regard:

“Resolved that —— equity shares of Rs. —/- each fully paid, under distinctive numbers —— to —— (both numbers inclusive) be and are hereby allotted to the several persons as per the following detail:

Folio No.	Name of allottee	No. of shares	Certificate No.	Distictive No.
				From	To

Resolved further that appropriate share certificates be issued for the aforesaid shares under the Common Seal of the Company and Mr ——— and  Mr ———, Directors of the Company be and are hereby authorised to sign the same and Mr ——, be and is hereby authorised to countersign the same.

Resolved further that Mr ——— and Mr ———, Directors be and are hereby authorised, jointly and severally to sign and file the necessary form and papers with the  Registrar of Companies and to take such other steps as may be required in this regard.”

Allotment of shares to the Public and Promoters

(In case of Public Issue)

The Chairman informed the Board that the Company had received very good response to its public issue and the same was over subscribed/ fully subscribed. A copy of the scheme of allotment approved by the regional stock exchange was placed before the meeting. It was informed that the Company had also received applications from promoters and their associates. The matter was discussed and the following resolution was passed in this connection:

“Resolved that —— equity shares of Rs. 10/- each fully paid of the Company as per the share application forms placed before the meeting be and are hereby allotted to the promoters and their associates.

Resolved further that with respect to the Public Issue of the Company,———— Equity Shares of Rs. 10/- each partly paid up be and are hereby allotted to the respective applicants as per the Basis of Allotment approved by the —————— Stock Exchange.

Resolved further that the Share Certificates in respect of Share allotted as aforesaid be issued under the Common Seal of the Company and the same be signed mechanically by Mr ————— and Mr ————, Directors and countersigned manually by Mr —————— or Mr ————— as authorised signatory.

Resolved further that Mr —————— , Director of the Company be and is hereby authorised to sign and submit the necessary forms with the Registrar of Companies and to take such other steps as may be necessary in this regard.”

To call allotment money

Discussion:

Resolution:

“Resolved that pursuant to the provisions of section 292 of the Companies Act, 1956 and prospectus dated ———— of the Company, the allotment money @ Rs —— per share after adjusting the excess application money therefrom, if any, be and is hereby called on ———— equity shares offered to the general public in terms of the prospectus of the Company and allotted as per the scheme of basis of allotment approved by —— Stock Exchange.

Resolved further that Mr ————, Director of the Company be and is hereby authorised to send allotment advice cum call money notice to the concerned allottees and to sign the fully paid endorsements on the share certificates in respect of which allotment money is received and to take such other steps as may be required in this connection.”

To empower Board to make First Call

Discussion:

Resolution:

“Resolved that pursuant to the provisions of Section 292 of the Companies Act, 1956, and other applicable provisions, if any, and subject to the provisions of Articles of Association of the Company and the Letter of Offer dated ———— issued by the Company in connection with the Right Issue of —— Equity Shares of Rs 10/- each for cash at a premium of Rs — per share aggregating Rs. ———,  the Board do hereby make first call of Rs. —— per share (inclusive of share premium of Rs. —— per share) on the partly paid equity shares of the Company and calls upon the shareholders to pay the call money on or before ————, 20— in respect of shares held by them.

Resolved further that the call money notice as per the draft placed before the Board be and is hereby approved and that the same be sent to all the members holding partly paid shares under the signature of Mr ———, Director of the Company who is hereby authorised to take such other steps as may be considered necessary to give effect to the above resolution.”

To empower Board to make 2nd and final call

Discussion:

Resolution:

“Resolved that pursuant to the provisions of Section 292 of the Companies Act, 1956, and other applicable provisions, if any, and subject to the provisions of Articles of Association of the Company and the Letter of Offer dated ———— issued by the Company in connection with the Right Issue of ——— Equity Shares of Rs. —/- each for cash at a premium of Rs. — per share aggregating Rs. ———,  the Board do hereby make second and final call of Rs. —— per share (inclusive of share premium of Rs. —— per share) on the partly paid equity shares of the Company and calls upon the shareholders to pay the call money on or before ———, 20— in respect of shares held by them.

Resolved further that the call money notice as per the draft placed before the Board be and is hereby approved and that the same be sent to all the members holding partly paid shares under the signature of Mr ———, Director of the Company who is hereby authorised to take such other steps as may be considered necessary to give effect to the above resolution.”