Form AOC-4, AOC-4 (XBRL Non-IndAS) and AOC-4 CFS can be filed by 28.11.2017 without paying additional fees

MCA extended the time for filing e-forms AOC-4 and AOC-4 (XBRL non-IndAS) and the corresponding AOC-4 CFS e-forms for FY 2016-17 upto 28.11.2017 without levying additional fee.

MCA had issued a Circular dated 27th October, 2017 extending the last date for filing Form AOC-4, Form AOC-4 (XBRL Non-IndAS) and Form AOC-4 CFS for FY 2016-17 till 28th November, 2017 without paying additional fees.

Hence, financial statements for the financial year ended 31st March, 2017 can be filed by 28th November, 2017 without paying any additional fees.

Copy of Circular can be accessed at below or at this link

MCA Update: Relaxation of additional fees for filing AOC-4 (XBRL) till 31st March, 2018

Relaxation of additional fees for filing AOC-4 (XBRL) till 31st March, 2018

Ministry of Corporate Affairs (MCA) on 26th October, 2017 by issuing a Circular has extended last date for filing Form AOC-4 (XBRL) for FY 2016-17 till 31st March, 2018 for those companies whose accounts are prepared as per Indian AS. MCA has stated in the Circular that the development of tools necessary for deployment of the taxonomy for XBRL filing is expected to be completed by 28.02.2018. Hence, MCA has decided to extend the last date for filing of AOC-4 (XBRL). MCA will intimate as soon as Ind AS based XBRL taxonomy is deployed.

A copy of Circular can be accessed below or at this link

Income Tax Update: Routine functions won’t make MNCs liable to pay Indian tax

CBDT says Routine administrative functions carried out from a regional headquarters will not lead to a PoEM in India since such functions do not constitute a case where the board of directors stands aside.

Central Board of Director Taxes (CBDT) has issued a circular dated 23rd October, 2017 clarifying with respect to guidelines for establishing 'Place of Effective Management (PoEM)' in India.

India’s apex direct taxes body has clarified that routine administrative functions carried out from a regional outfit of a multinational company, including handling of payroll, accounting and human resources, will not make it liable to tax on income earned outside the country. The move addresses a key concern of multinationals. 

There had been concerns that multinationals having regional offices in India where employees handle various administrative functions for multiple countries within the region would trigger an Indian place of effective management, or PoEM, making the firm liable to Indian tax. The Finance Act, 2015, provided that a company would be considered a resident in India in any previous year if it is an Indian company or its place of effective management in that year is in India. 

Previously, according to Section 6 (3) of the Income-Tax Act, 1961, a company was said to be a resident in India in any previous year if it was an Indian situated wholly in the country. This was amended by the Finance Act. The latest guidelines from the Central Board of Direct Taxes (CBDT) help determine the place of effective management (PoEM). 

The guidelines provide that where the board of directors stands aside by not exercising its powers of management and such powers are exercised by the holding company or person(s) in India, the PoEM is considered to be in India. CBDT has now clarified that routine administrative functions carried out from a regional headquarters such as payroll, accounting, HR, routine banking, etc. will not lead to a PoEM in India since such functions do not constitute a case where the board of directors stands aside, according to a circular.

However, such regional headquarters should be functioning according to the global policies of the parent entity and should not be specific to any entity or group of entities, the circular said. Tax experts welcomed the clarification from CBDT.

Source: The Economics Times

You can find below a copy of Circular dated 23rd October, 2017 in this regard.

Acceptance of Deposits from Members and Public - SR

Special Resolution for approval for accepting deposits from members and public pursuant to Section 73 and Section 76 of Companies Act, 2013

“RESOLVED THAT pursuant to the provisions of Section 73 and 76 of the Companies Act, 2013 (the Act) read with the Companies (Acceptance of Deposits) Rules, 2014 (the Rules) and other applicable provisions, if any, and subject to such conditions, approvals, permissions, as may be necessary, consent of the members be and is hereby accorded to the Company to  invite/accept/renew/receive money by way of unsecured/secured deposits from its members and public.

RESOLVED FURTHER THAT Mr. ______, Chairman & Managing Director, be and is hereby authorized to issue the circular or circular in the form of advertisement, which has been approved by the Board of Directors of the company at their meeting held on the (day) of —— (month), 2014 (year) and which delineates the silent features of the deposit scheme of the company and other relevant particulars as prescribed by the Act and the Rules.

RESOLVED FURTHER THAT Mr. x, Chairman & Managing Director, be and is hereby authorized to have the circular or circular in the form of advertisement, which has been duly signed by the majority of directors, filed with the Registrar of Companies, ________  pursuant to the Rules, and to publish the same in English language in ________ and in Hindi in ___________.

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board of Directors be and is hereby authorized to do such acts, deeds, matters and things as Board of Directors may in its absolute discretion consider necessary, proper, expedient, desirable or appropriate for such invitation/acceptance/ renewal/ receipts as aforesaid and matters incidental thereto.”

Alteration of Article of Association by deletion of article - SR

Special Resolution for altering article of association of a company by deletion of an article pursuant to Section 14 of Companies Act, 2013

“RESOLVED THAT pursuant to the provisions of Section 14 and all other applicable provisions of the Companies Act, 2013, read with Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Articles of Association of the Company be and are hereby altered by deleting article ____________ of the articles of association of the company.

RESOLVED FURTHER THAT after deletion, the existing Articles No. _____ to _____ be renumbered as Article No. _____ to _____.

RESOLVED FURTHER THAT any one Director of the Company and Company Secretary of the Company be and is hereby severally authorized to sign all such forms and returns and other documents and to do all such acts, deeds and things as may be necessary to give effect to the above resolution.” 

Approval of Pre-incorporation expenses and contracts - BR

Board Resolution for approval of pre-incorporation expenses and contracts incurred/entered into by Promoters

"RESOLVED THAT the preliminary expenses for ________ incurred by the promoters of the company for the purpose of its incorporation as per the statement placed before the meeting be and are hereby approved.

RESOLVED FURTHER THAT the preliminary contracts entered into by the promoters in connection with the incorporation of the company as per the statement before the meeting be and are hereby approved."

Keeping Registers etc. at place other than registered office - SR

Special Resolution to approve keeping registers or other statutory documents at a place other than registered office of the Company

“RESOLVED THAT pursuant to provisions of Section 94(1) of the Companies Act, 2013 (“the Act”) and all other applicable provisions of the Act and relevant Rules applicable, if any, consent of the members of the Company be and is hereby accorded to keep the Register of Members and other registers/ records to be maintained under Section 88(1) of the Act and copies of the Annual Returns filed under Section 92 of the Act at the Corporate Office of the Company situated at _________________ or at the office of Registrar and Share Transfer Agent at __________ (i.e. place other than Registered Office where the Registers, returns and other documents are proposed to be kept);

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors or Company Secretary be and are hereby severally authorised to intimate to the Registrar of Companies and to do all such acts, deeds and things which are necessary for the purpose of giving effect to this Resolution.”

Consolidation of Shares - OR

Ordinary Resolution to approve consolidation of shares under Section 61(1)(b) of Companies Act, 2013

“RESOLVED THAT pursuant to Section 61(1)(b) and other applicable provisions, if any, of the Companies Act, 2013, and Article of Articles of Association of the company, all the _________ (________) equity shares of 5 (Rupees five) each of the company be and are hereby consolidated into ______________ (___________) equity shares of 10/- (Rupees ten) each

RESOLVED FURTHER THAT all the present shareholders holding in all ________________ (___________) issued, subscribed and fully paid equity shares of 5 (Rupees five) each be issued, in lieu of their present shareholding, the number of fully paid consolidated equity shares of ` 10 (Rupees ten) each

RESOLVED FURTHER THAT the Board of directors of the company be and is hereby authorised to take all the necessary steps for giving effect the foregoing resolution, including recall of the existing share certificates, issue of new share certificates in lieu of the existing issued share certificates in terms of the foregoing resolutions and in accordance with the applicable provisions of the Companies Act, 2013 read with Companies (Share Capital and Debentures) Rules, 2014.”

To incorporate entrenchment provisions in Article of Association - SR

Special Resolution to incorporate entrenchment provisions in Article of Association of a Company

“RESOLVED THAT pursuant to provisions of Section 5(4) and all other applicable provisions of the Companies Act, 2013 read with Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the consent of the members of the company be and is hereby accorded for adoption of Table F as its Articles of Association except for inclusion of certain entrenchment provisions and that Table F shall apply to the Company except in so far as they are not inconsistent with any of the provisions contained in the Articles and except in so far as they are herein after expressly or impliedly excluded or modified.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of directors be and is hereby authorised to do all such acts, deeds, matters and things as may be necessary or expedient and to settle any question, difficulty or doubt that may arise in this regard, as the Board of Directors in its absolute discretion may deem necessary or desirable and its decision shall be final and binding.”

Contribution to bona fide and charitable funds etc. - OR

Ordinary Resolution to authorise Board of Directors to contribute to bona fide and charitable funds

“RESOLVED THAT pursuant to the provisions of Section 181 of the Companies Act, 2013 and other provisions, if any, of the Companies Act, 2013 or rules made there-under, the consent of the members of the Company be and is hereby accorded to the Board of Directors to contribute, donate, subscribe or otherwise provide assistance from time to time to any charitable, public, social, benevolent or general fund, society, association, institutions, trust, organization, relating/ not relating to the business of the Company or the welfare of its employees, for taking up any programme, activities of social, cultural, educational, economic, rural development of people at large and/or incur any expenditure on their behalf, up to an amount not exceeding Rs. _________/- (Rupees _______________ only) for the financial year _________ notwithstanding the fact that said amount may exceed 5% of the Company’s average net profit for the three immediately preceding financial years."

GST Updates: Govt. issued various Notifications on 13th October, 2017

Based on recommendation of GST Council at its meeting held on 06th October, 2017, Ministry of Finance has issued various notifications to make such recommendation effective.

1. Extension of due date for filing Form GSTR-4 (Notification No 41/2017 - GSR 1255(E) - CGST):

By this notification, the Govt. has extended the due date till 15th November, 2017 for filing a return in Form GSTR-4 for the quarter July to September, 2017. This return is required to be filed by Composition dealer pursuant to Section 39(2) of CGST Act, 2017.

2. Extension of due date for filing Form GSTR-5A (Notification No 42/2017 - GSR 1256(E) - CGST):

By this notification, the Govt. has extended the due date till 20th November, 2017 for filing a return in Form GSTR-5A for the month of July, August and September, 2017. This return is required to be filed by the persons supplying online information and database access or retrieval service from a place outside India to a non-taxable online recipient pursuant to Section 39(4) of CGST Act, 2017.

3. Extension of due date for filing Form GSTR-6 (Notification No 43/2017 - GSR 1257(E) - CGST):

By this notification, the Govt. has extended the due date till 15th November, 2017 for filing a return in Form GSTR-6 for the month of July, August and September, 2017. This return is required to be filed by Input Service Distributor pursuant to Section 39(4) of CGST Act, 2017. GSTR-6 contains details of all the documents issued for distribution of Input Tax Credit and the manner of distribution of credit and tax invoice on which credit is received.

4. Extension of due date for filing Form GST ITC-01 (Notification No 44/2017 - GSR 1258(E) - CGST):

By this notification, the Govt. has extended the due date till 31st October, 2017 for filing a return in Form GST ITC-01 for the month of July, August and September, 2017. This return is required to be filed by Registered Dealer who are eligible to avail Input tax credit pursuant to Section 18(1) of CGST Act, 2017. 

5. Exemption from obtaining GST Registration by persons having turnover not exceeding Rs 20 Lacs in financial year (Notification No 10/2017 - GSR 1260(E) - IGST):

Based on recommendation of GST Council, Govt. hereby specifies the persons making inter-State supplies of taxable services and having an aggregate turnover, to be computed on all India basis, not exceeding an amount of twenty lakh rupees in a financial year as the category of persons exempted from obtaining registration under the IGST Act

6. RCM in case of intra-state supply by unregistered dealer to registered dealer deferred till 31st March, 2018 (Notification No 38/2017 - GSR 1262(E) - CGST Rate):

Registered Dealer is now not required to pay CGST under reverse charge mechanism under Section 9(4) of CGST Act, 2017. This exemption is in effect till 31st March, 2018.

7. RCM in case of inter-state supply by unregistered dealer to registered dealer deferred till 31st March, 2018 (Notification No 32/2017 - GSR 1263(E) - IGST Rate):

Registered Dealer is now not required to pay IGST under reverse charge mechanism under Section 5(4) of IGST Act, 2017. This exemption is in effect till 31st March, 2018.

Notifications can be access below or at this link.

SEBI: Strict actions for non-compliance of Minimum Public Shareholding

SEBI specified strict action against companies which are not complying with Minimum Public Shareholding norms

Security Exchange Board of India (SEBI) issued a Circular dated 10th October, 2017 with respect to non-compliance with Minimum Public Shareholding (MPS) requirements.

Listing Regulations mandates a listed entity to comply with Minimum Public Shareholding (MPS) requirements specified in Rule 19(2) and 19A of SCRR, 1957. It is duty of recognised stock exchanges (RSX) to monitor the compliance by listed company in this regard. Additionally, Listing Regulations has already specified the liability of listed entity for contravention and action which can be taken by respective RSX.

SEBI, by this circular, has specified following procedure to maintain consistency and uniformity of approach in the enforcement of MPS norms against non-compliant listed entities, their promoters and directors.

1. RSX shall review compliance with MPS requirements based on submitted shareholding pattern.
2. On observing non-compliance, RSX can impose fine of Rs 5,000 per day. RSX shall also intimate Depositories to freeze shareholding of promoters and promoter group. Promoters and Promoters Group shall not hold any new position as director in other listed entities till the date of compliance.
3. In case of non-compliance for more than one year, RSX shall impose fine of Rs 10,000 per day of non-compliance. RSX shall intimate depositories to freeze all the shares in demat account held by promoter and promoter group.
4. RSX may also have an option to delist this non-compliant listed entity.

SEBI further stated that if listed entity has adopted new method for complying with MPS norms other than specified in law, then SEBI has asked RSX to refer matter to them.

SEBI has also asked RSX to display on its website list of non-compliant entities, amount of fine imposed, freezing of shares etc. and status of compliance including details of fine paid by such entities.

For more details, you can have a look at the Circular.

GST Updates: Outcome of GST Council Meeting dated 06th October, 2017

Outcome of GST Council Meeting held on 06th October, 2017

GST Council meeting was held on 06th October, 2017 to discuss various matters. Following are the outcome of this meeting.

1. Limit for turnover in compensation scheme raised from Rs 75 Lakh to Rs 1 Crore
2. 1% tax applicable on traders under composition scheme
3. 2% tax will be applicable on manufacturing firms under composition scheme
4. 5% tax applicable on restaurants under composition scheme
5. E-way Bill provisions to be deferred till April, 2018
6. Reverse Charge in case of supplying services or goods by unregistered dealer to registered dealer not to be applicable till 31st March, 2018
7. Dealer with Turnover upto Rs 1.5 Cr (non-composition scheme) required to be file quarterly returns.
8. GST Rate on khakra and unbranded namkeen has been reduced from 12 percent to 5 percent
9. GST Rate on zari work, unbranded ayurveda medicine has been reduced from 12 to 5 percent
10. GST Rate on man-made yarn reduced to 12% from 18%
11. Every exporter will now get an e-wallet. In the e-wallet, there would be a notional amount for credit. The refund they will eventually get will be offset from that amount. The e-wallet will be introduced from April next year.
12. Tax refunds to exports will start from October 10 
13.  GST rate on many job work items reduced from 12 percent to 5 percent. 
14. GST rate on some stationery items, diesel engine parts also reduced to 18percent from the earlier 28 percent.
15. small businesses will also have to file monthly returns for three months – July, August and September – and the switchover to quarterly filing will happen from the cycle starting 1st October.
16. Any person providing exempted service are eligible for compensation scheme.
17. petroleum products remain outside the ambit of GST
18. It has been decided to exempt those service providers whose annual turnover is less than Rs 20 Lacs from obtaining registration even if they are making inter-State taxable supplies of services.
19. registration and operationalization of TDS/TCS provisions shall be postponed till 31.03.2018.
20. Services provided by a Goods Transport Agencies (GTA) to an unregistered person shall be exempted from GST.
21. Taxpayers having annual aggregate turnover uotpo Rs 1.5 Cr shall not be requried to pay GST at the time of receipt of advance on the account of supply of goods.
22. Due Date for filing Form GSTR-4 under composition scheme for quarter July-Sep 2017 shall be extended to 15th November, 2017
23. Due Date for filing Form GSTR-6 by input service distributor for quarter July-Sep 2017 shall be extended to 15th November, 2017

Keep watching the post for more updates on this topic. You can access press release on above at this link.

SEBI Updates: SEBI brought uniformity in MF Schemes

Uniformity and Categorization of Mutual Fund Schemes

Security Exchange Board of India, SEBI, has issued a Circular dated 06th October, 2017, on categorisation and rationalisation of Mutual Fund Schemes.

In order to bring the desired uniformity in practice across Mutual funds, to standardise the scheme categories which will help Investors to evaluate schemes at the time of investing, SEBI decided to categorise MF schemes as follows:

1. The schemes will broadly be classified into following categories

• Equity Schemes
• Debt Schemes
• Hybrid Schemes
• Solution Oriented Schemes
• Other Schemes

The detailed annexure has been given for more details.

2. Additionally, SEBI has also defined the terms Large Cap, Mid Cap and Small Cap. It has further clarified the process of how to determine the market capitalization.

You can have a look at this Circular for more details.

Form SH-4 - Share Transfer Form

Form SH-4 is an instrument of transfer which is useful when a person wants to transfer its Physical Shares held in a Company to another person. This form is prescribed pursuant to Section 56 of Companies Act, 2013 read with Rule Rule 11 of Companies (Share Capital & Debentures) Rules 2014.

Click here to prepare Form SH-4 online for free

In case if you want any help with respect to transfer of shares, you can Contact us.

GST Updates: Conditions for exports of goods or services without payment of IGST

Central Board of Excise and Customs (CBEC) has issued a notification dated 04th October, 2017 specifying the conditions and safeguards for furnishing a Letter of Undertaking (LOU) in place of bond by registered person who intends to supply goods or services for export without payment of IGST. Conditions are are as follows:

1. Those registered persons, who have been prosecuted for any offence under the CGST Act or IGST Act or any of the existing laws in force in a case where the amount of tax evaded exceeds two hundred and fifty lakh rupees, are not eligible to avail this facility

2. LOU shall be furnished on the letter head of the registered person, in duplicate, for a financial year in the annexure to FORM GST RFD – 11 and it shall be executed by the working partner, the Managing Director or the Company Secretary or the proprietor or by a person duly authorised by such working partner or Board of Directors of such company or proprietor.

3. where the registered person fails to pay the tax due along with interest, as specified under sub-rule (1) of rule 96A of Central Goods and Services Tax Rules, 2017, within the period mentioned in clause (a) or clause (b) of the said sub-rule, the facility of export without payment of integrated tax will be deemed to have been withdrawn and if the amount mentioned in the said sub-rule is paid, the facility of export without payment of integrated tax shall be restored.

Copy of such Notification can be accessed at below link:

Notification

To apply for PAN and TAN of Company - BR

Board Resolution for applying PAN and TAN of Company

“RESOLVED THAT Mr. ___________, a Director of the Company, be and is hereby authorized severally to deal with various Governmental and other authorities in connection with the obtaining of Permanent Account Number (PAN), Tax Deduction and Collection Account Number (TAN) on behalf of the Company and sign applications, declarations, undertakings, and other documents/papers as may be required by such authorities from time to time, in connection with the above."

Preparing and Maintaining Statutory Registers - BR

Board Resolution for preparing and maintaining Statutory Registers and authorising directors / officers to authenticate entries in it

“RESOLVED THAT pursuant to all the applicable provisions of the Companies Act, 2013 and rules framed thereunder (including any statutory modification or re-enactment thereof), the consent of the Board be and is hereby accorded to prepare and maintain all the register(s) in the prescribed format, including both statutory and non-statutory which are required to be maintained either in physical or in electronic mode

RESOLVED FURTHER THAT any one of Directors of the Company be and are hereby authorized severally to authenticate the above stated registers and the same be kept in the safe custody of Mr. ____________, a Director of the Company at the Registered Office of the Company.

RESOLVED FURTHER THAT any one of the Directors of the Company be and are hereby authorized severally to do all such other acts, deeds, matters and things which are necessary, essential, incidental and/or consequential to give effect to the above resolutions”

Authorisation for signing documents - BR

Board Resolution for authorising directors or other officers to sign documents, agreements etc. on behalf of Company

“RESOLVED THAT pursuant to the provisions of Section 21 of Companies Act, 2013 read with applicable rules framed thereunder (including any statutory modification or re-enactment thereof), any one of the Directors of the Company be and is hereby authorized severally for authentication and signing of documents, proceedings and contracts made by or on behalf of the Company from time to time either in physical or in electronic mode.

Authorisation for e-filing of documents with ROC - BR

Board Resolution to authorise Directors to sign and submit e-Forms with ROC

“RESOLVED THAT pursuant to the provisions of Companies Act, 2013 read with applicable rules framed thereunder (including any statutory modification or re-enactment thereof), any of the Directors of the Company be and is hereby authorized severally to

a. digitally sign and execute all e-forms as may be notified by the MCA from time to time.

b. digitally sign and execute all attachments to be attached with said e-forms.

c. get the said e-forms verified/certified from any eligible professional

d. get these e-forms deposited with MCA 21 portal

e. make payment of the prescribed fee either of the mode(s) specified by the MCA from time to time.

To take note of Subscribers to MOA - BR

Board Resolution to take note of subscribers to Memorandum of Association of new Company at first Board meeting

“RESOLVED THAT a copy of list of Subscribers as filed as a part of Memorandum and Articles of Association of the Company with the Registrar of Companies, Mumbai be and is hereby noted and adopted

Keeping and Maintaining Minutes of Meetings - BR

Board Resolution to decide keeping and maintaining the minutes of various meetings of a Company at the First Board Meeting

“RESOLVED THAT the minutes of the proceedings of all the meetings of the Board of Directors, Committee of Directors and all General/Class Meetings of the Company be kept with _____________, a Director of the Company, in typed form in loose leaf and their pages consecutively numbered, initialed / signed and dated as provided under the provisions of  the Companies Act, 2013 and that such minutes be maintained in compliance with the provisions of the Companies Act, 2013, Rules, Regulations, Orders, Notifications etc. issued thereunder, from time to time."

Deciding Financial Year of the Company - BR

Board Resolution to decide and approve Financial Year of the Company at the First Board meeting"

"RESOLVED THAT the First Financial Year of the Company be for the period beginning from ________, 20__, the date of incorporation of the Company and ending on March 31, 20___ and that the accounts of subsequent financial years of the Company be closed on 31^st March every year."

Adoption of Common Seal - BR

Board Resolution for adoption of Common Seal of the Company at the first board meeting

“RESOLVED THAT the Seal, of which an impression is affixed in the margin of these minutes, be and is hereby adopted as the Common Seal of the Company and that the same be kept in safe custody with _____________, a Director of the Company”.

Disclosure of Interest from Directors - BR

Board Resolution to take note of general disclosure of interest received from Directors at the First Board Meeting pursuant to Section 184 of Companies Act, 2013

“RESOLVED THAT pursuant to provisions of Section 184 and any other applicable provisions, if any, of the Companies Act, 2013 and its rules there under, the general notice of Disclosure of interests in a Form MBP-1 has been received from all the Directors of the Company and such Disclosure of interests be and are hereby noted and accepted by the Board.

RESOLVED FURTHER THAT any one of the Directors be and is hereby severally empowered and authorized to do all such acts, deeds, matters and things as may be necessary to give effect to the above resolution"

Situation of Registered Office of Company

Board Resolution for taking note of situation of Registered office of new Company in First Board Meeting

“RESOLVED THAT the Registered Office of the Company, situated at ____________________________ the information of which submitted with the Registrar of Companies, ________ by filing e-Form INC-22 / e-Form INC-32 at the time of incorporation, be and is hereby noted."

To take note of MOA and AOA of Company - BR

Board Resolution for taking note of Memorandum and Article of Association of new Company in First Board Meeting

“RESOLVED THAT a copy of Memorandum and Articles of Association of the Company as placed before the table (duly initialed by the Chairman for the purpose of identification) of the Meeting as filed with the Registrar of Companies, _________ on incorporation of a Company be and is hereby noted and adopted.

To take note of Certificate of Incorporation - BR

Board Resolution for taking note of Certificate of Incorporation of newly incorporated Company in its First Board Meeting

"RESOLVED THAT the Certificate of Incorporation dated ___________, 20__ issued by the Registrar of Companies, ___________ be and is hereby perused and noted by the Board. 

Private Placement of Equity Shares_Listed Company - SR

Special Resolution for approval of private placement of equity shares pursuant to Section 42 and 62(1)(c) of Companies Act, 2013

“RESOLVED THAT pursuant to: (i) the provisions of Sections 42 and 62(1)(c), and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Share Capital and Debentures) Rules, 2014 and the Companies (Prospectus and Allotment of Securities) Rules, 2014 (collectively, the “CA 2013”); (ii) the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement) Regulations, 2009, as amended (“ICDR Regulations”); (iii) any other rules / regulations/ guidelines, if any, prescribed by the Securities and Exchange Board of India, Reserve Bank of India, stock exchanges and/or any other statutory / regulatory authority; (iv) the Listing Agreement entered into by the Company with the stock exchanges, and subject to the approval(s), consent(s), permission(s) and/or sanction(s), if any, of the appropriate authorities, institutions or bodies as may be required, and subject to such conditions as may be prescribed by any of them while granting any such approval(s), consent(s), permission(s), and/or sanction(s), and which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include any committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution), the consent of the members of the Company be and is hereby accorded to create, issue, offer and allot _______________ (_____________) equity shares of the Company of the face value of Rs. ___ (Rupees ____) each (“Equity Shares”) at a minimum price of Rs. _____ (Rupees __________) (including a premium of Rs. _____ (Rupees __________)) per Equity Share aggregating to Rs. _____________ (Rupees ___________________) in accordance with ICDR Regulations, to the following subscribers, on a preferential basis through private placement.

Your List of Subscribers

RESOLVED FURTHER THAT in accordance with the provisions of ICDR Regulations, the “Relevant Date” for the purpose of determination of the price of the Equity Shares to be issued and allotted as above shall be __________, 20__, being the date falling 30 (thirty) days prior to the date of this Extraordinary General Meeting being held on ________, 20__ to approve this offer.

RESOLVED FURTHER THAT the Equity Shares to be issued and allotted pursuant to this resolution shall be subject to the provisions of the Memorandum and Articles of Association of the Company and shall rank pari-passu with the existing equity shares of the Company in all respects.

RESOLVED FURTHER THAT the Company hereby takes note of the certificate from the statutory auditors of the Company certifying that the above issue of the Equity Shares is being made in accordance with the ICDR Regulations.

RESOLVED FURTHER THAT pursuant to the provisions of the CA 2013, the names of the Subscribers be recorded for the issue of invitation to subscribe to the Equity Shares and a private placement offer letter in Form No. PAS-4 together with an application form be issued to the Subscribers inviting the Subscribers to subscribe to the Equity Shares, as per the draft tabled at the Meeting and duly initialed by the Chairman for the purpose of identification and consent of the Company is hereby accorded to the issuance of the same to the Subscribers inviting the Subscribers to subscribe to the Equity Shares.

RESOLVED FURTHER THAT the monies received by the Company from the Subscriber for application of the Equity Shares pursuant to this private placement shall be kept by the Company in a separate bank account opened by the Company with _________ Bank, ________ Branch and shall be utilized by the Company in accordance with Section 42 of the CA 2013.

RESOLVED FURTHER THAT for the purpose of giving effect to any offer, issue, allotment of the Equity Shares, the Board, all the Directors of the Company, be and are hereby jointly and severally authorized to do all such acts, deeds, matters and things as they may in their absolute discretion deem necessary and desirable for such purpose, including without limitation, preparing, signing, executing, and filing applications with the appropriate authorities for obtaining requisite approvals for the issuance of the Equity Shares, as may be required, issuing clarifications on the issue and allotment of the Equity Shares, resolving any difficulties, effecting any modifications, changes, variation, alterations, additions and/or deletions to the foregoing conditions as may be required by any regulator, or other authorities or agencies involved in or concerned with the issue of the Equity Shares and as the Board may in its absolute discretion deem fit and proper in the best interest of the Company without being required to seek any further consent or approval of the members or otherwise.

RESOLVED FURTHER THAT for the purpose of giving effect to the resolution, the Board be and is hereby authorized to engage / appoint lead managers, brokers, underwriters, guarantors, depositories, custodians, registrars, stabilizing agent, trustees, bankers, and other consultants and advisors to the issue and to remunerate them by way of commission, brokerage, fees and/or other charges and also to enter into and execute all such arrangements, agreements, memorandum, documents, etc. with such agencies, as may be required, and as permitted by law.

RESOLVED FURTHER THAT for the purpose of giving effect to the resolution, the Board be and is hereby authorized to delegate any or all of the powers conferred upon it by this resolution to any committee of directors, any other director(s), and/or officer(s) of the Company.”

Regularisation of Additional Director - OR

Ordinary Resolution for regularisation of an Additional Director pursuant to Section 161 of Companies Act, 2013

For Private Companies

“RESOLVED THAT pursuant to the provisions of Section 161 of the Companies Act, 2013 and Rules framed thereunder (including any statutory modification(s) or re-enactments thereof for the time being in force), Mr. ____________ (DIN: _______) who was appointed as an Additional Director of the Company by the Board of Directors and who holds office upto the date of this Annual General Meeting, be and is hereby appointed as Director of the Company, whose term shall be liable to retirement by rotation.”

For  Other Companies

“RESOLVED THAT pursuant to the provisions of Section 161 of the Companies Act, 2013 and Rules framed thereunder (including any statutory modification(s) or re-enactments thereof for the time being in force), Mr. ____________ (DIN: _______) who was appointed as an Additional Director of the Company by the Board of Directors and who holds office upto the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013, from a Member, proposing the candidature of Mr. _____________ for the office of Director of the Company, be and is hereby appointed as Director of the Company, whose term shall be liable to retirement by rotation.”

Approval and Ratification of Related Party Transactions - SR

Special Resolution for approving and ratifying the related party transactions pursuant to Section 188 of Companies Act, 2013

“RESOLVED THAT pursuant to the provisions of Section 188 and all other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Meetings of Board and its Powers) Rules, 2014 and other applicable rules, if any,including any statutory modifications, amendments or re-enactments to each of the foregoing, and applicable notifications, clarifications, circulars, rules and regulations issued by any competent authority in India from time to time, to the extent applicable, and subject to the Memorandum and Articles of Association of the Company, the requisite approvals, if any, of any relevant statutory, regulatory or governmental authorities, and further subject to such terms and conditions as may be prescribed by any such authority while granting such approvals as may be necessary, the consent, approval and authority of the Company be and is hereby granted and the Company hereby ratifies and confirms the following transactions:

1. YOUR RELATED PARTY TRANSACTION DETAILS

2. YOUR RELATED PARTY TRANSACTION DETAILS

RESOLVED FURTHER THAT the all agreements, documents, deeds, papers etc. executed for the purpose of these transactions, under the authority of the Board of Directors of the Company and all acts, deeds and things done in this regard, be and are hereby ratified, approved and confirmed. 

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds and things as may be necessary from time to time for giving effect to the above resolutions,to approve any alteration or modification to the transaction documents from time to time on such terms and conditions as the Board may deem fit in the best interest of the Company and to settle any questions, difficulty or doubt that may arise with regard to giving effect to the above resolutions, as it may deem in its discretion necessary.”

Authorisation to Board to sale Company's plant

Special Resolution for authorising the Board of Directors to sale Company's plant pursuant to Section 180(1)(a) of Companies Act, 2013

“RESOLVED THAT pursuant to the provisions of Section 180(1)(a) read with the Rules framed thereunder and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder (including any amendment thereto or re-enactment thereof for the time being in force), and the provisions of the Memorandum and Articles of Association of the Company, and subject to such other applicable statutes and regulations, and subject to such other requisite approvals, consents and clearance from the Company’s Bankers, Financial Institutions, lenders, Trustees to the Debenture holders and/ or other Institutions or bodies, statutory authorities, if and wherever necessary, and as may be required, consent of the shareholders of the Company be and is hereby accorded for sale / transfer / hiving off and/or dispose of or otherwise transfer to strategic partner / investor(s) / special purpose vehicle company (SPV) or to any other third party, Company’s ____________ Plant being setup at __________ together with movable properties attached thereto and all related assets and liabilities for such consideration not being lower than book value or such other amount as may be decided by the Board of Directors of the Company based on the report of an Independent Valuer, on such terms and conditions and with such modifications as my be required by any of the concerned authorities or as the Board of Directors (which shall include a Committee of Board of Directors that may be empowered or constituted for this purpose) of the Company may deem fit and appropriate in the interest of the Company and that the Board of Directors be and is hereby authorised to do all such acts, deeds, matters and things as may be deemed necessary or expedient for giving effect to this resolution.”

“RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company be and is hereby authorised to finalize the manner and method of disposal/sale/transfer and to execute all necessary agreements (including such representations, warranties, indemnities and covenants as may be customary in such transactions), deeds and documents and subsequent modifications thereto, and to do all such acts and thing as may be deemed necessary and/or expedient in the interest of the Company including without limitation, to settle any questions, difficulties, doubts that may arise in this regard, as it may in its absolute discretion deem fit, and also to further delegate from time to time, all or any of the powers conferred herein to any Committee of the Board or individuals.”

Payment of Remuneration to Non-executive Directors - OR

Ordinary Resolution for payment of remuneration to Non-executive Directors pursuant to Section 197 of Companies Act, 2013

“RESOLVED THAT pursuant to the provisions of Section 149(9),197 and all other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modifications(s) or reenactment thereof for the time being in force) and subject to such approvals as may be necessary, consent of the members of the Company be and is hereby accorded for payment of profit related commission to Non-executive directors of the Company not exceeding of ₹ _______________ each (exclusive of applicable taxes) per annum or any of them in such amounts or proportions and in such manner as may be decided from time to time by the Board of Directors and such payments shall be made in respect of the profits of the Company for each financial year commencing from 1st April, ______ provided however that the aggregate commission paid to all Non-executive Directors of the Company shall not exceed one percent of the net profits of the Company calculated in accordance with the provisions of Companies Act, 2013 in respect of each financial year.

RESOLVED FURTHER THAT the above remuneration shall be in addition to fee payable to the director(s) for attending the meetings of the Board or Committee thereof and reimbursement of expenses for attending the Board and other meetings."

Authorisation to Board to make donation - SR

Special Resolution authorising Board of Directors to make donation to bona fide charitable and other funds pursuant to Section 181 of Companies Act, 2013

“RESOLVED THAT pursuant to the provisions of Section 181 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modifications or reenactment thereof, for the time being in force) (“Act”) the Board of Directors of the Company be and is hereby authorized to contribute, in any financial year, to bona fide charitable and other funds, any amounts the aggregate of which, shall not exceed 5 Crore or five per cent of average net profits of the Company (calculated as per the provisions of the Act) for the three immediately preceding financial years.”

“RESOLVED FURTHER THAT the Board of Directors be and are further authorised to delegate its power to make donation to any committee of directors or any of its Directors as it deem fit in the best interest of the Company.”

Private Placement of Cumulative Redeemable Preference Shares - SR

Special Resolution for private placement of Cumulative Redeemable Preference Shares pursuant to Section 42, 55 and 62 of Companies Act, 2013

“RESOLVED THAT pursuant to the provisions of Sections 42, 55, 62 and such other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with the Rules framed there under, as amended from time to time and subject to the Memorandum and the Articles of Association of the Company and the regulations/guidelines, if any, prescribed by any relevant authorities from time to time, to the extent applicable and subject to such other approvals, permissions and sanctions, as may be necessary and subject to such conditions and modifications as may be considered necessary by the Board of Directors (hereinafter referred to as the “Board”, which term shall be deemed to include any Committee thereof or persons nominated by the Board, exercising the powers conferred on the Board by this Resolution, for the time being) or as may be prescribed or imposed while granting such approvals, permissions and sanctions which may be agreed to by the Board, consent of the Company be and is hereby accorded to the Board to create, offer and/or invite to subscribe, issue and allot, for cash at par, upto __________ Cumulative Redeemable Preference Shares (“CRPS”) of ___/- each for an aggregate amount not exceeding Rs. _________(“Offer-1”), on a private placement basis, during financial year ________, to such person or persons, whether or not they are Member(s) of the Company, and on such terms and conditions as set out in the Explanatory Statement annexed to the Notice convening this meeting.

RESOLVED FURTHER THAT in accordance with the provisions of Section 55 of the Act and the Companies (Share Capital and Debentures) Rules, 2014, the particulars in respect of this offer are, as under:

(i) CRPS shall carry a preferential right vis-à-vis Equity Shares of the Company with respect to payment of dividend or repayment of capital;

(ii) CRPS shall be non participating in the surplus funds;

(iii) CRPS shall be non-participating in the surplus assets and profits which may remain after the entire capital has been repaid, on winding up of the Company;

(iv) holders of CRPS shall be paid dividend on a cumulative basis;

(v) CRPS shall not be convertible into equity shares;

(vi) CRPS shall carry voting rights as per the provisions of Section 47(2) of the Act; and

(vii) CRPS shall be redeemable.

RESOLVED FURTHER THAT the Board, be and is hereby authorized to do all such acts, deeds and things and take all such steps and actions, execute all such deeds, documents and writings and also give such directions and delegations, as it may in its absolute discretion deem fit, including paying such fees and incurring such expenses in relation thereto and file documents, forms, etc. as required with the regulatory/ statutory authorities and authorise the officials of the Company for the aforesaid purpose, as deemed fit.”

Private Placement for Non-convertible Debentures - SR

Special Resolution for private placement for Non-convertible Debentures pursuant to Section 42 and 71 of Companies Act, 2013

“RESOLVED THAT pursuant to the provisions of Sections 42, 71 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modifications or re-enactments thereof, for the time being in force) and the Rules framed there under, as may be amended from time to time and such other laws/regulations/guidelines as may be applicable to the Company, the approval of the Members be and is hereby accorded to the Company for making offer(s) or invitation(s) to subscribe to Non Convertible Debentures (“NCD”) on a private placement basis, in one or more tranches, during FY ________ upto an amount not exceeding Rs. _______ within the overall borrowing limits of the Company, as may be approved by the Members, from time to time.

RESOLVED FURTHER THAT the Board of Directors of the Company (including any Committee thereof), be and are hereby severally authorized to do all such acts, deeds and things and give such directions as may be deemed necessary or expedient to give effect to the above Resolution, including determining the terms and conditions of the NCDs.”