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.”
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