Summary of resoutions for company Law

It is very tough to remember all the matters reragding Resolutions in your company law for Company Secretary.

Here mentioned some of the important resolutions for Company Law for students who pursuing company Secretary course having Company Law Paper.

It is also helpful for CA & CWA students having Company Law paper

1) Appointment of Cost Auditor:

Kind of Meeting : Board Meeting
Type of Resolution : Resolution with simple majority

” RESOLVED that subject to the approval of the Central Government, pursuant to Section 233B of the Companies Act 1956, ..………………… Cost Accountants be appointed Cost Auditor for auditing the company’s cost accounting records for the financial year ………… on a remuneration of Rs …………”

2) Appointment of First Auditors:

Kind of Meeting : Board Meeting
Type of Resolution : Resolution with simple majority

” RESOLVED that M/s ……………. be and are hereby appointed auditors of the company to hold office till the conclusion of the first Annual General Meeting at a remuneration of Rs …………”

3) Adoption of common seal:

Kind of Meeting: Board Meeting
Type of Resolution: Resolution by simple majority

“RESOLVED that the proposed common seal of the company submitted to the meeting, be and is hereby adopted as the common seal of the company and that the common seal be kept in the custody of Shri………
secretary of the company.”

4) Approving report of the board u/s.217:

Kind of Meeting: Board Meeting
Type of Resolution: Resolution with simple majority

” RESOLVED that the report of the Board of Directors for the year ended ……….. as per draft placed before the board and initialed by the Chairman be and is hereby approved and the Chairman be and is hereby authorized to sign the report on behalf of the Board for issuing it to members along with the other documents.”

5) Appointment of a whole-time Company Secretary:

Kind of Meeting: Board Meeting
Type of Resolution: Resolution with simple majority

” RESOLVED that Mr. ……………… who possesses the required qualifications under the Companies (Appointment and Qualification of Secretary) Rules 1988 be and is hereby appointed as a secretary on the terms and conditions contained in the draft letter of appointment, a copy of which duly initialed by the chairman for the purpose of identification was tabled and approved at the meeting.”

6) Appoint a person as an auditor, other than the retiring auditor:

Kind of Meeting: General Meeting
Type of Resolution: Ordinary Resolution (special notice is required for the resolution)

” RESOLVED that pursuant to the provisions of Section 225 of the Companies Act 1956 M/s …………… Chartered Accountants of …………. be and are hereby appointed auditors of the company in place of retiring auditors M/s ……………. to hold office from the conclusion of the AGM until the conclusion of the next AGM at a remuneration of Rs. ………. plus out of pocket expenses .”

7) Shifting of Registered office from one state to another:

Kind of Meeting: General Meeting
Type of Resolution: Special Resolution

” RESOLVED that pursuant to Section 17 of the Companies Act 1956 and subject to the confirmation of the Company Law Board, the registered office of the company be shifted from ……………. to ……………… and that the existing clause II in the Memorandum of Association of the company be altered accordingly.”

8) Change the name of the Company:

Kind of Meeting: General Meeting
Type of Resolution: Special Resolution

” RESOLVED that pursuant to provisions of Section 21 of the Companies Act 1956 and subject to the approval of the Central Government the name of the company be changed from .……………..… to ……………………”

9) Employing a director’s relative:

Kind of Meeting: General Meeting
Type of Resolution: Special Resolution

” RESOLVED pursuant to Section 314(I-B) of the Companies Act 1956 and subject to prior approval of the Central Government that Mr………….. a relative of Mr.………… a director of the company, be appointed as General Manager (Production) of the company at a monthly remuneration of Rs………….”
” Further resolved that the remuneration payable to Mr…………. as aforesaid will be subject to such modification as may be required by the Central Government and acceptable to the Board of Directors and Mr…………”

10) Commence new business:

Kind of Meeting: General Meeting
Type of Resolution: Special Resolution

” RESOLVED that pursuant to Section 149(2A) of the Companies Act 1956 approval be and is hereby given to the commencement by the company of all or any of the business specified in clause ….. of the object clause ….. of the Memorandum of Association of the company.”

11) Increase in the Authorised share capital of the company:

Kind of Meeting: General Meeting
Type of Resolution: Ordinary Resolution

” RESOLVED that pursuant to Section 94 and other applicable provisions if any of the Companies Act 1956, the authorised share capital of the company be and is hereby increased from Rs ………….. to Rs………… divided into ………… equity shares of Rs …….each by creation of ………….new equity shares of Rs …….. each ranking pari passu with the existing shares of the company.”

12) Adoption of Annual Accounts:

Kind of Meeting: Annual General Meeting (AGM)
Type of Resolution: Ordinary Resolution

” RESOLVED that the director’s report, audited balance sheet as on …………… and profit and loss account for the year ended ………….and auditor’s report thereon be and the same are hereby received, considered and adopted.”

13) Opening a branch office of the Company:

Kind of Meeting: Board Meeting
Type of Resolution : Resolution with simple majority

” RESOLVED that a branch office of the company be opened at ………………… which shall start functioning from ………….. and Shri…………………… Managing Director of the Company be and is hereby authorised to appoint a Manager to look after setting up of the branch office and to manage day-to-day affairs of the said branch.”

14) Appointment of additional director:

Kind of Meeting: Board Meeting
Type of Resolution: Resolution by simple majority

” RESOLVED that pursuant to Section 260 of the Companies Act, 1956 and Article No….. of the Articles of Association of the Company, Mr…… be and is hereby appointed as Additional Director of the Company.”

15) Declare a dividend:

Kind of Meeting: Annual General Meeting
Type of Resolution: Ordinary Resolution

” RESOLVED that the dividend for the year ended ………………….. at the rate of Rs…. per share on the amount paid up on the equity capital of the company subject to deduction of tax at source be and is hereby declared for payment to those whose names appeared on the Register of Members as on the date of annual general meeting.”

1 Revaluation of fixed Assets:

“RESOLVED that the revaluation of fixed assets comprising land and building of the company as at 31st March, 2000 done for the first time since their acquisition and construction over ten years as per the revaluation report dated 2nd June, 2001 of M/s.ABC & Company, approved Engineers, Valuers & Architects of New Delhi which was laid on the table, intialled by the Chairman of the meeting for the purposes of identification and of which requisite details are furnished herein under, be and is hereby approved:

Particulars of Fixed Assets Present Book Revalued as on Amount of
Value as at 31.3.2000 Appreciation
31.3.2000
(Rs.) (Rs.) (Rs.)

1. Land at Dag No.545
At VIII, Pw, Rajgarhad
Measuring 11.3 acres 10,50,000 78,00,000 67,50,000

2. Factory Building covering
13,000 sq. meters on
above land 35,00,000 1,25,00,000 90,00,000
1,57,50,000

RESOLVED FURTHER that the appreciation on revaluation over book-value as above transferred to “Capital Reserve Account”.


2. Exercise of lien on shares:

“RESOLVED that pursuant to Article…………of the Articles of Association of the company the right of lien on partly paid 100 equity shares numbers ………….. to………….. both inclusive, held and registered in the name of Ms. AB and comprised in Share Certificate No…………….. be exercised by the Company for non-payment of the final call of Rs.25 per share made on ……… 2000 and payable on or before……..2001.”

RESOLVED FURTHER that the dividends payable on such shares be retained by the Company and applied towards the amount so outstanding and that the Secretary be and is hereby advised to send necessary notice of exercise of lien to Ms. AB and secure possession of the aforesaid share certificate for keeping in the custody of the Company until the amount outstanding on a account of the final call be paid and be credited as paid-up.”

3. Appointment of a person as a managing director, who is already a managing director in two other companies:

“RESOLVED that pursuant to the provisions of Sections 269, 309, 311, 316 and other applicable provisions, if any of the Companies Act, 1956 and subject to the approval of the company in general meeting and of the Central Government, Shri. XY, who is already the Managing Director of PQ Limited and BCD Limited, be and is hereby appointed as the Managing Director of the company for a period of 5 years from June 1, 2000, with the consent of all the Directors present at the meeting, of which the resolution to be moved thereat the specific notice was given to all the Directors, on the terms and conditions contained in the draft agreement tabled and initialled by the Chairman for identification.

RESOLVED FURTHER that Shri A & Shri B, Directors of the company be and are hereby authorised to execute the said agreement subject to such modifications as may be made by the Central Government.”.


4. Amalgamation of subsidiary with the holding company:

“RESOLVED –
i) That the draft scheme of amalgamation of ABC Ltd., a subsidiary of the company, with the company be and is hereby approved.
ii) That Shri. X, Managing Director and Sri. Y, Company Secretary be and are hereby severally authorised to take such action as may be considered necessary or expedient to obtain the approval and to carry into effect the terms of scheme of amalgamation as approved by the High Court.
iii) That the said Shri. X, Managing Director and Shri. Y, Company Secretary be and are herby authorised severally to sign all papers and/or other documents and swear affidavits which are required for carrying into effect the said scheme of amalgamation.”

5. Approving advertisement for public deposit:

“RESOLVED that the company do invite and accept deposits from public within the limits prescribed under Rule 3 of Companies (Acceptance of Deposit) Rules 1975, on the basis of its audited accounts for the year ended………….as under:

a. Upto Rs. ……… from shareholders being 10% of its paid-up capital and free reserves, and
b. Upto Rs. ……… from public being 25% of the said capital and free reserves.
At rates of interest indicated against each scheme incorporated on the terms and conditions and that the draft application form with rules and conditions laid on the table of the Board, duly initialed by the Chairman, be and is hereby approved.”

“RESOLVED FURTHER that the text of advertisement placed at the meeting be and is hereby approved and the Company Secretary be and is hereby authorised to file the advertisement duly signed by a majority of the Directors with the Registrar of Companies as required under the Rules and publish the same in two newspapers as prescribed.”

“RESOLVED FURTHER that Mr. …………… and Mr. ……………. be severally authorised to sign and issue the Deposit receipts by the due date.”

6. Approving scheme of arrangement:

“RESOLVED that in the light of the discussion which Mr……….. Managing Director of the company had with his counterpart in …….. co. Ltd., (hereinafter called ‘transferor company’), the approval of the Board be and is hereby accorded pursuant to the provisions of Section 391 and other applicable provisions of the Companies Act, 1956 to the scheme of arrangement between the transferor company and the company.”

“RESOLVED FURTHER that the draft scheme of arrangement submitted to this meeting and initialed by the Chairman for identification, be and is hereby approved and that Mr. ………… Managing Director, be requested to forward a copy thereof to the transferor company for taking the approval of its Board of Directors thereon.”

“RESOLVED FURTHER that Mr. ………, Managing Director and Mr. …….., Secretary, be and are hereby authorised severally to move the necessary application in the High Court at ………. after the Board of the transferor company has accorded approval to the draft scheme and to take such further actions as are required in the matter.

“RESOLVED FURTHER that Mr. ………, Advocate, be and is hereby authorised to appear before the Court on behalf of the company in respect of company’s application referred to above.”

7. Constitution of Audit Committee:

“RESOLVED that Shri B, Shri P and Shri G, Directors do constitute Audit Committee of the Board.”

“RESOLVED FURTHER that the aforesaid committee be and is hereby authorised to supervise, guide and review the accounting and financial statements, the internal control systems, suggest improvements/changes in financial and accounting policies and practices of the company, ensuring compliance with accounting standards, compliance with stock exchange and legal requirements concerning financial statements as also recommending appointment and removal of external auditor.”

“RESOLVED FURTHER that the members of the committee shall elect a Chairman from amongst themselves.”

“RESOLVED FURTHER that Shri K, the Company Secretary of the company shall act as Secretary of the Committee.”


8. Taking on record unaudited half yearly results:

“RESOLVED that the unaudited results of the company for the half year ending 30th September 20…. be and hereby are taken on record. Shri ABC, Managing Director and Shri PQR, Finance Director, be and are hereby severally authorised to sign the same and Shri MNO, Company Secretary be and is hereby directed to notify the Stock Exchange and issue necessary advertisement of unaudited half yearly results in one issue of ……….English and ………….(Regional language) as required under clause 41 of listing agreement.”

9. Delegating power to managing director to invest surplus funds:

“RESOLVED that Shri………………., Managing Director, be and is hereby
authorized to make investments in bonds and debentures of Financial Corporations in such a way that the surplus funds of the company may be beneficially utilized and the said investments may be disposed off as and when necessary and that such investments shall not exceed the aggregate value of Rs ……………….. at any time provided that no investments should be made by the Managing Director in shares of companies coming within the purview of Section 372 of the Companies Act, 1956.

RESOLVED FURTHER that the Managing Director be and is hereby authorized to sign the applications and receive moneys in respect of the said investment and furnish receipts and further, to sign papers to dispose off the investments by sale as and when necesary.”

10. Constituting a share transfer committee:

“RESOLVED that a Committee of Directors named Share Transfer Committee, consisting of Shri……………, Shri……………… , and Shri………………. be and is hereby constituted to approve of registration of transfer of shares received by the company and to carry out the following:-

1. To approve and register transfer/transmission of shares.
2. To sub-divide, consolidate and issue share certificates.
3. To authorize affixation of common seal of the company.
4. To issue share certificates in place of those which are damaged or in which the pages are completely exhausted provided the original certificates are surrendered to the company.

RESOLVED that two directors should form the quorum for a meeting of the said Committee.”

: Authority to directors to borrow in excess of paid up capital and free reserves vide sec.293(1)(d):

General meeting
Ordinary resolution (special resolution is usually preferred)

“Resolved that the consent of the company be and is hereby accorded under the provisions of section 293(1)(d) of the Companies Act 1956 to the board of directors of the company to borrow for the purpose of business of the company notwithstanding that the moneys already borrowed together with moneys borrowed by the company (apart from temporary loans obtained from the company’s bankers in the ordinary course of business) will exceed the aggregate of paid up capital and free reserves (not set apart for any specific purpose), provided that the total amount up to which moneys may be borrowed by the board of directors shall not exceed Rs……./(amount in words) at any time.”
Can be made as a separate part – Resolved further that….

Authority to directors to dispose of assets vide sec.293(1)(a):

General meeting
Ordinary resolution

“Resolved that pursuant to section 293(1)(a) of the Companies Act 1956 and subject to such approvals as may be necessary, the consent of the company be and is hereby accorded to the board of directors to sell/lease/transfer/dispose of the whole or part of the company’s undertakings (specify the details of asset and location), on such terms and condition as the board may decide in the interest of the Company.”

Employing a director’s relative:

Kind of Meeting: General Meeting
Type of Resolution: Special Resolution

” RESOLVED pursuant to Section 314(I-B) of the Companies Act 1956 and subject to prior approval of the Central Government that Mr………….. a relative of Mr.………… a director of the company, be appointed as General Manager (Production) of the company at a monthly remuneration of Rs………….”

” Further resolved that the remuneration payable to Mr…………. as aforesaid will be subject to such modification as may be required by the Central Government and acceptable to the Board of Directors and Mr…………”

Buy Back of Shares:

General Meeting
Special Resolution

“Resolved that pursuant to section 77A of the Companies Act 1956 and SEBI (Buy Back of Securities) Regulations 1998, approval be and is hereby accorded for the buy back of ………..equity shares of Rs….each aggregating to Rs……..out of free reserves of the company on the terms and conditions set out in the scheme of Buy Back.”

Terms and conditions can be said here also – point by point (separately)

“Resolved further that board of directors/company secretary of the company be and are hereby authorized to do all such acts, execute documents, sign as suggested by such statutory authorities, in order to give effect to the said buy back.” EXPLANATORY STATEMENT

Law Relating to Explanatory Statement:

Section 173 EXPLANATORY STATEMENT TO BE ANNEXED TO NOTICE

(1) For the purposes of this section–

(a) in the case of an annual general meeting, all business to be transacted at the meeting shall be deemed special, with the exception of business relating to (i) the consideration of the accounts, balance sheet and the reports of the board of directors and auditors, (ii) the declaration of a dividend, (iii) the appointment of directors in the place of those retiring, and (iv) the appointment of, and the fixing of remuneration of the auditors; and
(b) in the case of any other meeting, all business shall be deemed special.

(2) where any items of business to be transacted at the meeting are deemed to be special as aforesaid, there shall be annexed to the notice of the meeting a statement setting out all material facts concerning each such item of business, including in particular (the nature of the concern or interest), if any, therein, of every director and the manager, if any:

Provided that where any item of special business as aforesaid to be transacted at a meeting of a company relates to, or affects, any other company, the extent of share holding interest in that other company of every director and the manager, if any, of the first mentioned company shall also be setout in the statement if the extent of such share holding interest is not less than 20% of the paid up share capital of that other company.

(3) where any item of business consists of the according of approval to any document by the meeting, the time and place where the document can be inspected shall be specified in the statement aforesaid.

Note:

As you may aware from the legal note above, that every special business resolution must have an explanatory statement annexed thereto.

It is just an explanation of the intended resolution. It explains the resolution in more detail. The format of drafting explanatory statement is stated below:

1. The background of the concerned resolution. For eg: Vide board decision dated…………

2. General scenario which made the resolution necessary. For eg: change of name – the business income mainly fetch from the new business, suggested by the altered name.

3. At the concluding part vide sec.173(2) the note regarding interest of directors of the company in the following format:

” None of the directors are interested or concerned in the resolution…….”

TEXT OF THE POSTAL BALLOT FORM
XYZ LIMITED
Registered Office
Postal Ballot Form
1. Name(s) of shareholder(s) : ……………………………. (in block letters)
(including joint holders, if any) : …………………………….
2. Registered address of the sole/first : ……………………………. named shareholder
3. Registered folio No./DP ID No./Client : ……………………………. ID No.* (* Applicable to investors holding shares in dematerialized form)
4. Number of shares held : …………………………….
5. I/We hereby exercise my/our vote in respect of the ordinary/special resolution to be passed through postal ballot for the business stated in the notice of the company by sending my/our assent or dissent to the said resolution by placing the tick (9) mark at the appropriate box below.
Item No. No. of shares I/We assent to I/We dissent to the the resolution resolution
Place:
Date:
(Signature of the shareholder)
Instructions:-
1. A member desiring to exercise vote by postal ballot may complete this Postal Ballot Form and send it to the company in the attached self-addressed envelope. Postage will be borne and paid by the company. However, envelopes containing postal ballots, if sent by courier at the expenses of the registered shareholder will also be accepted.
2. The self-addressed envelope bears the address of the scrutiniser appointed by the Board of directors of the company.
3. This form should be completed and signed by the shareholder. In case of joint holding, this form should be completed and signed (as per the specimen signature registered with the company) by the first named shareholder and in his absence, by the next named shareholder.
4. Unsigned Postal Ballot Form will be rejected.
5. Duly completed Postal Ballot Form should reach the company not later than the close of working hours on …………. (day) …………… (date). Postal Ballot Form received after this date will be strictly treated as if the reply from the member has not been received.
6. Voting rights shall be reckoned on the paid up value of shares registered in the name of the shareholders on the date of despatch of the notice.

Specimen of Board resolutions which can be p_______________s by circulation
I. Opening a current account with a Bank
RESOLVED:-
(a) THAT a Current Banking Account in the name and style of `_______________________ Current Account No. I be opened with the _______________ Bank Ltd., _______________ Br_______________h, _______________ (M.P.) and Shri _______________, the Managing Director of the Company be and is hereby authorised to sign the necessary forms and documents therefore.
(b) AND THAT the Bank be instructed to honour all cheques, promissory notes, and other orders drawn by and all bills accepted on behalf of the Company whether such account be in credit or overdrawn and to accept and credit to the account of the Company all moneys deposited with or owing by the bank on any account or accounts at any time or times kept or to be kept in the name of the Company and the amount of all cheques, notes, bills, other negotiable instruments, orders or receipt provided they are endorsed/signed by Shri _______________, the Managing Director of the Company and such signature(s) shall be sufficient authority to bind the Company in all transactions between the Bank and the Company including those specifically referred to herein.
(c) AND THAT Shri _______________, the Managing Director of the Company be and is hereby authorised to acknowledge all types of debts on behalf of the Company.
(d) AND THAT the bank be furnished with a copy of its Memorandum and Articles of _______________sociation and specimen signature of Shri _______________, the Managing Director of the Company be furnished to the Bank.
(e) AND THAT a copy of any resolution of the Board if purporting to be certified _______________ a correct by the Chairman of the meeting be furnished to the Bank which will be conclusive evidence of the p_______________sing of the resolution so certified and this resolution be communicated to the bank by Shri _______________, the Managing Director of the Company and remain will in force until notice in writing of its withdrawal or c_______________ellation is given to the bank by the Company.
II. Authority to deal with the Central Excise Department
RESOLVED THAT Shri _______________, General Manager (Fin_______________e) of the Company be and is hereby authorised to deal with the various matters including authentication and signing of the Invoices cum gate p_______________s, challans, statements, returns, declarations, bon_______________, etc. and to appear before the authorities of the Central Excise to represent the Company and to do all such acts, dee_______________ and things _______________ may be required from time to time for and on behalf of the Company.
FURTHER RESOLVED THAT the above said resolution be submitted to the Central Excise Department alongwith the specimen signatures of Shri _______________ duly attested by Shri _______________, the Managing Director to accept the authorisation of the Board.
III. Authority to deal in the court c_______________es/matters for and on behalf of the Company
RESOLVED THAT consent of the Board of Directors of the Company be and is hereby accorded to file FIR u/s 138 of the Negotiable Instrument Act and to file criminal/civil suits before the Ist Cl_______________s Chief Judicial Magistrate, _______________ against Shri _______________, the Proprietor of M/s _______________ Enterprises, Tenk_______________hi (T.N.).
FURTHER RESOLVED THAT _______________, Director of the Company be and is hereby authorised to file and/or to defend the suits/c_______________es under any laws of the land of the Country before the competent Court, Tribunal, authorities or forum for and on behalf of the Company from time to time.
FURTHER RESOLVED THAT _______________ be and is hereby authorised to engage any advocate/solicitors/consultants and to submit Vakalatnama, statements, documents, evidences, declarations, etc. before the appropriate authorities/court and/or the Police Authorities for and on behalf of the Company and to enter into any compromise, settlement of c_______________e _______________ they may consider appropriate in the interest of the Company from time to time.
IV. Confirmation of the authority to sign the Demat application forms on behalf of the Company
RESOLVED THAT Shri _______________, the Director of the Company be and is hereby authorised to sign the required DRF and/or any documents/forms for dematerialization of the Equity Shares held in the _______________Ltd. which are kept in physical form.
FURTHER RESOLVED THAT the specimen signatures of Shri _______________, Director of the Company alongwith the certified copy of the aforesaid resolution be communicated to all the concerning authority to process for Demat of the shares and to act upon the instructions _______________ may be given by him and further authorised to do all such dee_______________, act and things which are necessary for conversion of such shares into Demat.
V. Authority to operate Demat Account
RESOLVED THAT the consent of the Board of Directors of the Company be and is hereby granted to open and operate a D-mat account in the name of the Company with _______________, _______________ and Shri _______________, Chairman and/or Shri _______________, Director of the Company be and is hereby severally authorized to sign and submit the application form for that purposes and to comply with all the formalities _______________ may be required for and on behalf of the Company.
RESOLVED FURTHER THAT M/s _______________ be and is hereby authorised to act upon the instructions _______________ may be given by the above said signatories severally relating to the D-mat account and to accept all the D-mat delivery instructions, etc. from time to time.
RESOLVED FURTHER THAT a certified copy of the above said resolution together with the copy of the Memorandum and specimen signatures of the above said signatories be furnished to the DP by Shri _______________, Chairman of the Company.
VI. Delegation of Power of Attorney
RESOLVED THAT Shri _______________, the Chief Executive Officer of the Company be and is hereby appointed to be the attorney of the Company for such purposes and with such powers, authorities and discretions _______________ embodied in the draft power of attorney, a copy of which is submitted to this meeting and for the purpose of identification initialled by the Chairman.
RESOLVED FURTHER THAT Shri _______________and Shri _______________, the Directors of the Company be and are hereby authorised to execute the said power of attorney on behalf of the Company in favour of Shri _______________ and that the common seal of the Company be affixed thereto in their presence.
VII. Maintain of books at a place other than the registered office
RESOLVED THAT the books of account of the Company be maintained at Company’s Corporate office at _________________, _______________ (M.P.) and that ______________________________wal, Company Secretary of the Company be and is hereby authorised to notify the said decision to the Registrar of Companies, Madhya Pradesh at Gwalior in the prescribed e-Form 23AA.
VIII. Indemnity bond in favour of steamer agents/port commissioners
RESOLVED THAT the under-noted persons be and are hereby authorised jointly and severally to execute for and on behalf of the company indemnity bon_______________ to Steamer Agents/Port Commissioners in consideration of their agreements to deliver consignments to the company pending subsequent production of the Bills of Lading by the company:-
Shri ABC
Shri XYZ
IX. Authority under Drugs & Cosmetics Act
RESOLVED THAT the Board of Directors of the Company do hereby severally authorise the following officers of the Company to comply with the requirements of section 34 of Drugs and Cosmetic Act, 1940 and all other sections, rules and regulations _______________ may be applicable to the Company in connection with the Company’s manufacturing activities of all types of Ayurvedic Products from time to time.
1. Shri _____________: Chemist
2. Shri _____________: Manager Quality
3. Shri ______________: Manager Quality Control
4. Shri +_______________: _______________stt. Manager
RESOLVED FURTHER THAT the above said officers of the Company shall be jointly and/or severally responsible for the Company and the concerning Govt. Department for comply with all the requirements of the above said Act _______________ may be applicable from time to time.
RESOLVED FURTHER THAT a certified copy of the above said resolution be submitted by the Chairman of the Company to the concerning department to act upon it.
X. Authority to transact Custom House Business
RESOLVED THAT any one of the following representatives be and is hereby authorised to transact Customs House Business e.g.:
(1) to sign customs documents such _______________ bills of entry, shipping bills;
(2) to sign manifests, refund orders or drawback bills;
(3) to receive money or grant receipts; and
(4) to execute Bon_______________ of Guarantees on behalf of the company in respect of goo_______________ imported by the company.
XI. Authority to avail capital subsidy inventive
RESOLVED THAT Ms. _______________, Director of the Company, be and is hereby authorised to file any document/affidavit or give any undertaking for filing the claim and receiving the money from the Government with respect to capital subsidy under modernisation and/or technology upgradation incentive applicable to us _______________ per M.P. Industrial Policy, 2006, in the office of the General Manager, District Industries Centre and the Director of industries, Punjab, Chandigarh, for and on behalf of the Company to conduct Enquiry, make application(s) to the above office for the development of the industrial unit.
RESOLVED FURTHER THAT Ms. _______________ be and is hereby further authorised to receive the investment incentive of Rs.___________ (Rupees ____________________ only) from the bank/fin_______________ial institution Department of Industries and to issue the actual payees receipt at the time of disbursement of incentive amount after the execution of the deed and to do all acts, dee_______________ and the things whatsoever he may deem fit, proper and advisable.
RESOLVED FURTHER THAT Ms. _______________ will be the authorised signatory of the Company with regard to all matters pertaining to or arising out of the availment of incentives and all the acts, dee_______________ and things done by him shall be binding on the Company.

Matters which may be approved by company in a general meeting by way of ordinary resolution
Sl. No. Section Matters which may be approved by


Ordinary Resolution
1. 22 Rectification of name of company which resembles the name of another existing company.

Sl. No. Section Matters which may be approved by Ordinary Resolution
2. 61 Variation of contract stated in the prospectus or statement in lieu of prospectus.
3. 79 Issue of shares at a discount specifying the maximum rate, subject to sanction of Central Government.
4. 94(2) & 86* Alteration of share capital by increasing authorised capital, sub-division of individual shares and consolidation of individual shares into shares of larger amount.
5. 98 Increase nominal amount of capital by an unlimited company
6. 121 Reissue redeemed debentures.
5. 149(2B) Commencement of new business where a special resolution could not be passed.
6. 165 Approval of statutory report.
7. 205 Declaration of dividend.
8. 210 Adoption of annual accounts and directors’ report.
9. 214 Authorising representatives of holding company to inspect books of a subsidiary.
10. 224(1) Appointment of retiring auditors.
11. 224(2) Appointment of an auditor, other than retiring auditor or a resolution that retiring auditor shall not be reappointed.
12. 224(5) proviso (a) To remove an auditor and appoint another auditor in his place.
13. 224(6) Filling of casual vacancy caused by resignation of auditor.
14. 228(3)(a) Audit of accounts of a branch office other than by company’s auditors.
15. 255 Appointment of first directors in default of provision in the Articles.
16. 256 Appointment of directors retiring by rotation at an annual general meeting.
17. 257 Appointment of a director who is not a retiring director proposed by notice from a member.
18. 258 Subject to the provisions of sections 252, 255 and 259, to increase or reduce the number of directors of the company within the limits fixed by its articles.
19. 269 Appointment/re-appointment of managing/whole-time director.
20. 284(1) Removal of a director by special notice.
21. 284(2) Appointment of a director in place of one removed.
22. 292(5) Impose restrictions and conditions on the exercise by the board of directors of any of the powers specified in section 292(1).
23. 293(l)(a)* Authority to the Board to dispose of the whole or substantially the whole of the undertaking.
24. 293(l)(b) Authority to give time to make repayment of any sum due from a director.
25. 293(l)(c) Investment of compensation received from the Government otherwise than in trust securities.
26. 293(l)(d) Authority to the Board to borrow money in excess of paid up capital and free reserves.
27. 293(l)(e) Consent to make contribution in a year in excess of Rs. 50,000 or 5 per cent of the net profits of the company, whichever is greater, to funds not relating to the business or welfare of the employees of the company

Sl. No. Section Matters which may be approved by Ordinary Resolution
28. 294(2) Approval for appointment of Sole Selling Agents made by the Board.
29. 309(1) & Schedule XIII Remuneration to a director for technical services.
30. 313(1) Appointment of an alternate director in case there is no provision in the Articles.
31. 484(l)(a) Winding up voluntarily the affairs of the company.
32. 490(1) Appointment of liquidators in voluntary winding up.
33. 491 Continuance of powers of Board.
34. 492 Filling up vacancy in the office of liquidator.
35. 500/503 Appointment of committee of inspection.
Provisions for Producer Companies
35 581C(4) Reimbursement to promoters of Producer Company, all direct costs associated with the promotion and registration of the company including registration, legal fees, printing of a memorandum and articles and the payment thereof, at its first general meeting.
36 581E(3) Distribution of surplus, if any, amongst the members of producer company, as patronage bonus, in proportion to their participation in the business of the producer company, either in cash or by way of allotment of equity shares, or both, as may be decided by the members at general meeting.
37 581P(5) appointment of directors of a producer company.
38. 581S(1) To give consent to the Board of directors of a Producer Company to exercise following powers on behalf of that company:
approval of budget and adoption of annual accounts of the Producer Company;
approval of patronage bonus;
issue of bonus shares;
declaration of limited return and decision on the distribution of patronage;
specify the conditions and limits of loans that may be given by the Board to any director; and
approval of any transaction of the nature as is to be reserved in the articles for approval by the Members.
39. 581ZA(3) Adoption of articles of producer company;
Appointment of Board of directors of producer company.
40. 581ZJ Issue of bonus shares by a producer company.
41. 581ZK fany loan or advance to any director or his relative.
42. 581ZN(1) to transfer its assets and liabilities, in whole or in part, to any other Producer Company, which agrees to such transfer by a resolution passed at its general meeting, for any of the objects specified in section 581B;
divide itself into two or more new Producer Companies.
43. 581ZN(2) to amalgamate with other producer company(ies) and form a new producer company;
to merge one producer company with another producer company.
44. 581ZS on of producer company to inter-State co-operative society.

Sl. No. Section Matters which may be approved by


Special Resolution
1. 17* Alteration of object clause of the Memorandum of Association for doing a new business to enable the company to carry on its business in the manner envisaged in sub-section (1).
2. 17 Change of the registered office outside the limit of the city/place where the registered office of a company is situated.
3. 21 Change of name of company other than deletion or addition of the word “Private” with the approval of the Central Government.
4. 25(3) Change of name by deletion of “Limited” or “Private Limited” with the approval of the Central Government.
5. 31* Alteration to the provisions of Articles including conversion of a public company into private limited which also requires approval of the Central Government.
6. 77A* Authorising the company to buy-back its securities.
7. 79A Issue of sweat equity shares.
8. 81(1A) Issue of further shares to persons other than existing members (including issue to some members).
9. 81(3) Issue of debentures and raising of loans containing a term for conversion into equity shares.
10. 99 Making any portion of share capital to be not called up except in winding up.
11. 100 Reduction of share capital so as to reduce the liability of any portion of share not called up; cancel any portion of paid-up capital and return of paid up amount.
12. 106 Variation of rights of special classes of shares by the class of shareholders.

Sl. No. Section Matters which may be approved by Special Resolution
13. 146(2)* Changing the registered office outside the local limits of the existing location.
14. 149(2A) Commencement of a new business relating to any of the “other” objects in the memorandum of a company formed after 15-10-1965 or any object in relation to a company formed prior to that date.
15. 163 Keeping of register of members, register of debentureholders, the indexes and copies of annual return at a place in the same city/town/village of registered office other than the place of the registered office.
16. 208 Payment of interest on paid-up capital raised for expenses of the construction of any work which will not be profitable for a lengthy period.
17. 224A Appointment of auditor in a company in which not less than 25 per cent of shares are held by specified institutions.
18. 237 Request to the Central Government to appoint inspectors to inspect a company.
19. 294AA Appointment of sole selling agent as well as sole purchasing agent by a company having a paid up capital of Rs. 50 lakh or more.
20. 309 Alteration of Articles for payment of commission to directors.
21. 309 Payment of commission to directors.
22. 310 Payment of increased fees to directors.
23. 313 Inclusion of provision in the Articles for appointment of alternate director.
24. 314(l)(a) Appointing a director to an office or place of profit.
25. 314(l)(b) Appointment to a place of profit in a company of a partner or relative of a director, firm in which director or relative is a partner or a private company in which the director first mentioned is a director or a director or manager of that private company at a remuneration of the sum prescribed.
26. 314(1B) Appointment to a place of profit of a partner or relative of a director or manager, a firm in which a director, or manager or relative of either is a partner or a private company of which a director, manager or relative is a director or a member.
27. 323 Making the liability of any director or manager unlimited.
28. 372A* Giving loan to any other body corporate, making investment or providing guarantee in excess of the limits specified.
29. 391(2) Approval of compromise or arrangement or amalgamation by direction of the Tribunal.
30. 424D(3) (proviso) Preparation and sanction of schemes relating to amalgamation bythe shareholders of the transferee company.
31. 433(a) Winding up of a company by the Tribunal.
32. 484(l)(b) Voluntary winding up.
33. 494 Power of liquidator to accept shares, etc. as consideration.
34. 512 Powers of liquidator in members voluntary winding up by passing a special resolution in general meeting.

Sl. No. Section Matters which may be approved by Special Resolution
35. 517 Arrangement binding on the company if a special resolution is passed in general meeting.
36. 546 In a voluntary winding up special resolution to give powers to the liquidator.
37. 550 Authority for disposal of books and papers in voluntary winding up.
38. 579(1) To alter the form of constitution of a company registered under Part IX of the Act.
Provisions for Producer Companies
39. 581H Alteration of object clause of the memorandum of a producer company and alteration relating to change of registered office from one state to another (change of registered office subject to confirmation by Central Government).
40. 581-I Alteration of articles of a producer company
41. 581ZH Donation or subscription to any institution or individual for the purposes of-
(a) promoting the social and economic welfare of Producer Members or producers general public; or
(b) promoting the mutual assistance principles.
42. 581ZI Investment, in excess of thirty per cent of the aggregate of paid-up capital and free reserves by a producer company.
43. 581ZL(6) To authorise the Board of a producer company to dispose of the investments referred under section 581ZL(3) and (4).


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