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.