Appointment Of Compliance Officer - BR

Board Resolution For Appointment Of Compliance Officer

“RESOLVED THAT the company do hereby appoint Mr. __________, Company Secretary of the company, as Compliance Officer of the company who shall be responsible in compliance with the provisions of the Companies Act, 2013, Rules made thereunder and SEBI Listing Regulations.”

Appointing Company Secretary - BR

Board Resolution Appointing Company Secretary

RESOLVED THAT Shri ____________, who is an Associate Member of the Institute of Company Secretaries of India and has had four years’ experience in a listed company, be and is hereby appointed as Company Secretary on the terms and conditions contained in the letter of appointment, draft whereof was laid on the table of the meeting, approved by the meeting and initialled by the chairman of the meeting as a mark of identification; and

RESOLVED FURTHER THAT the chairman and managing director of the company, Shri____________________, be and is hereby authorised to sign the letter of appointment of the Company Secretary, on behalf of the Board of directors of the company.

RESOLVED FURTHER THAT Shri ____________________, be and is hereby appointed Company Secretary on the terms and conditions contained in the agreement, draft whereof was laid on the table of the meeting, approved by the meeting and initialled by the chairman of the meeting as a mark of identification; and

RESOLVED FURTHER THAT the Chairman and Managing Director of the company, Shri________________, be and is hereby authorised to sign, on behalf of the Board, the agreement with the Company Secretary.

RESOLVED FURTHER THAT Shri________, be and is hereby appointed Company Secretary on the following terms and conditions:

(a) Salary________` ________ per month in the pay scale of ` ________

(b) Other allowances ________ ` ________ per month.

(c) Company’s leased accommodation for residential purpose.

(d) Company’s car with driver for company’s work.

(e) One Mobile and one telephone line at his residence at company’s cost for company’s work. Long distance personal calls will be payable by him.

(f) Leave as per company’s leave rules.

(g) Provident Fund Contribution as per company’s rules.

(h) Superannuation Fund Contribution as per company’s rules.

(i) Gratuity as per rules of the Company.

(j) Leave encashment as per company’s rules.

(k) Determination of service on three months notice by either party.

RESOLVED FURTHER THAT the Chairman and Managing Director, Shri ____________, be and is hereby authorised to sign the letter of appointment of the Company Secretary, on behalf of the Board of directors of the company.

Appointing A Person As Managing Director - BR

Board Resolution Appointing A Person As Managing Director, Who Is Managing Director Or Manager Of One Other Company

The chairman informed the meeting that –

(i) Shri ____________ is the managing director of ABC Ltd., which is a wholly-owned subsidiary of this company;

(ii) For administrative convenience and better functioning of both the companies, this company is desirous of appointing the said Shri ____________ as its managing director and the said Shri ___________ is willing to accept the appointment as managing director of this company without any remuneration.

(iii) Shri ____________ is already a director of this company and is competent and not disqualified to be appointed as the managing director of this company and pursuant to proviso to Sub-section (3) of Section 203 of the Companies Act, 2013, due specific notice of this meeting and of the proposed resolution has been given to all the directors for the time being present in India.

The meeting discussed the matter and passed the following resolution:

“RESOLVED THAT consent of all the directors present at the meeting be and is hereby accorded to the appointment of Shri ____________, who is managing director of ABC Ltd. also, as the managing director of this company without any remuneration and the managing director shall exercise such powers and perform such functions as the Board of directors may, from time to time require him to exercise and perform.”

Appointing Managing Director - OR

Ordinary Resolution Appointing Managing Director

“RESOLVED THAT pursuant to the provisions of Sections 164, 196, 197 and 203 read with Schedule V and all other applicable provisions, if any, of the Companies Act, 2013 including any statutory modification or re-enactment thereof and subject to such approvals as may be necessary, approval of the members of the company be and is hereby accorded to the appointment of Shri __________ as the Managing Director of the company for a period of five years with effect from 1st January, 2015 upon the terms and conditions including remuneration as set out in draft agreement submitted to this meeting and initialled by the Chairman for the purpose of identification, which agreement be and is hereby approved and sanctioned with the authority to the Board of directors of the Company to alter and vary the terms and conditions of the said appointment and/or agreement in such manner as the Board may deem fit and as may be acceptable to Shri ___________, the Managing Director.”

“RESOLVED FURTHER THAT the Board of directors of the company be and is hereby authorized to do all such acts, deeds and things and execute all such documents, instruments, and writings as may be required to give effect to the aforesaid resolution.”

Explanatory Statement

The Board of directors of the company at their meeting held on ___________ appointed Shri __________ as the Managing Director of the Company for a period of five years effective from 1st January, 2015 on the terms of appointment and remuneration payable to Shri _________, Managing Director of the company as are specified in the draft agreement to be executed between him and the company, a copy of which (as has also been duly approved by the Board) will be placed before the meeting and is subject to the approval of the shareholders and other approvals, if any, as may be necessary.

The principal terms of appointment and remuneration of Shri _________ are as follows:

1. Salary: _________________________________________________

2. Commission: ____________________________________________

3. Perquisites, allowance and other benefits: _____________________

4. Minimum Remuneration: ___________________________________

Not with standing anything to the contrary herein contained, where in any financial year, the company has no profits or its profits are inadequate, the company will pay Shri _________, the Managing Director of the company, the remuneration by way of salary, perquisites and allowances as specified above subject to the approval of the Central Government, if required.

The Managing Director shall also be entitled to reimbursement of expenses actually incurred by him for the business of the company. He shall not be paid any sitting fees for attending meetings of the Board or Committee thereof.

Shri ____________, Managing Director shall not be liable to retire by rotation.

The resolution is recommended for your approval.

Copies of the Memorandum and Articles of Association of the company, draft agreement to be entered into between the company and Shri ____________, Managing director duly approved by the Board, and all other relevant documents and papers are open for inspection at the Registered Office of the company between 10.00 a.m. to 12.00 noon on any working day prior to the date of the meeting.

None of the directors of the company except Shri _________ is concerned or interested in the resolution.

Appointing Managing Director - BR

Board Resolution Appointing Managing Director

“RESOLVED THAT –

(i) in accordance with Sections 164, 196, 197, 203 and other applicable provisions, if any, of the Companies Act, 2013 and Schedule V to the Act and subject to the approval by a resolution of the shareholders in general meeting, Shri __________ be and is hereby appointed as Managing Director of the company for a period of five years commencing from ____________ and ending on ____________, on the terms and conditions contained in the agreement, draft whereof was laid on the table of the meeting and initialled by the chairman of the meeting as a mark of identification, and the same agreement be executed by the and between the company and Shri ___________ on the day the managing director assumes charge of the office;

(ii) Shri _____________ Director of the company, be and is hereby authorised to sign and execute, on behalf of the company, the agreement with Shri ____________ which shall be executed under the common seal of the company to be affixed in the presence of, Shri ____________ Director and Shri ____________, Secretary of the company, who shall sign the same, and

(iii) Shri ____________, Company Secretary, be and is hereby authorised to prepare, sign and file with the concerned Registrar of Companies with the prescribed filing fee, the following documents:

(a) return is Form MR-1 for the appointment of the Managing Director as per requirement of Sub-section (2) of Section 170 of the Companies Act, 2013 and Part III of Schedule V to the Companies Act, 2013, duly certified by the auditor or the company secretary or secretary in whole time practice to the effect that the requirements of Schedule V have been complied with and such certificate shall be incorporated in the return, to be filed within ninety days of the passing of this resolution;

(b) along with a certified copy of the foregoing resolution for registration of the resolution as required under Section 117 of the Companies Act, 2013, within thirty days of the passing of the resolution.

Removal Of Director - BR

Resolution For Removal Of Director

“RESOLVED THAT pursuant to notice received from Mr. _______, member of the company in accordance with Section 169 of the Companies Act, 2013, Mr. _______ be and is hereby removed from the office of director of the company.

RESOLVED FURTHER THAT an extraordinary general meeting of the company be held on ___ at ____ (time) at _____ (venue) to secure the consent of members in this regard.

RESOLVED FURTHER THAT the notice of the General Meeting, as per the draft submitted to this meeting, be approved and that the same to issued to all eligible members of the company.

RESOLVED FURTHER THAT the Secretary of the company be authorised to take all further steps as required under Section 169 of the Companies Act, 2013, in respect of this resolution.”

Appointment Of Director Elected By Small Shareholders - BR

Resolution For Appointment Of Director Elected By Small Shareholders

“WHEREAS the company has 2000 small shareholders holding shares of nominal value as per the list tabled and initialled by the Chairman of the meeting, AND WHEREAS pursuant to Section 151, the company may have at least one shareholder elected by such small shareholders where the number of such small shareholders is 1000 or more, NOW THEREFORE it is Resolved that Mr._____, director, be and is hereby elected in accordance with the Rule 7 of Companies (Appointment and Qualification of Directors) Rules, 2014.”

Appointment Of Alternate Director - BR

Board Resolution For Appointment Of Alternate Director

“RESOLVED THAT pursuant to the provisions of Section 161 of the Companies Act, 2013, read with Article ____ of the Articles of Association of the Companies, Shri __________ be and is hereby appointed as alternate director to Shri _________ during the latter’s absence for a period of not less than three months from the State of _______________ (mention the State where the meetings are held) and that the alternate director shall vacate his office as and when Shri ______________ returns to the said State.”

“RESOLVED FURTHER THAT Shri __________ Secretary/Director be and is hereby authorized to affix digital signature and submit Form MR-2 with the Registrar of Companies and to do all such acts and deeds as may be required to be done in this regard.”

Fill The Casual Vacancy - BR

Resolution Of The Board To Fill The Casual Vacancy

“RESOLVED THAT pursuant to the provisions of Section 161 and article _______ of the Articles of Association of the company, Shri ________ be and is hereby appointed as director to fill the casual vacancy caused by the death of Shri ________ whose office shall be liable to termination on the date up to which Shri ________ would have held office if he were alive.”

“RESOLVED FURTHER THAT Shri __________ Secretary/Director be and is hereby authorized to affix digital signature and submit Form MR-2 with the Registrar of Companies and to do all such acts and deeds as may be required to be done in this regard.”

Appointment Of Additional Director - BR

Resolution Of The Board For Appointment Of Additional Director

“RESOLVED THAT pursuant to the provisions of article ________ of the Articles of Association of the company, Shri _________ who has signified his consent to act as a director, be and is hereby appointed as an additional director of the company to hold office till the next annual general meeting.”

“RESOLVED FURTHER THAT Shri _______ Secretary/Director be and is hereby authorized to affix digital signature and submit Form MR-2 with the Registrar of Companies and to do all such acts and deeds as may be required to be done in this regard.”

Appointment Of Director Other Than The Retiring Director - BR

Resolution For Appointment Of Director Other Than The Retiring Director

“RESOLVED THAT Mr. ______ who has filed his consent to act as a director pursuant to Section 152(5) of the Companies Act, 2013, be and is hereby appointed as director of the company whose period of office shall be liable to determination by the retirement of directors by rotation.”

Appointment Of Director Liable To Retire By Rotation - BR

Resolution For Appointment Of Director Liable To Retire By Rotation

“RESOLVED THAT Shri ________, whose period of office is liable to determination by retirement of directors by rotation and who has offered himself for re-appointment, be and is hereby re-appointed as director of the company.”

Authorising A Director To Discharge Certain Responsibilities On Behalf Of The Board - BR

Resolution Authorising A Director To Discharge Certain Responsibilities On Behalf Of The Board

“RESOLVED THAT Shri _______, Director, be and is hereby authorised to sign and execute counter guarantees in favour of the __________ on behalf of the company whenever the company has to get guarantees issued by the said Bank for the purpose of giving quotations against the tenders floated by the agencies of Central or State Government and any other company.”

Demat of Shares - SR

Special Resolution for Alteration of Articles of Association of The Company to Include an Article authorising the Company to Have its Securities dematerialised

“RESOLVED THAT pursuant to Section 14 of the Companies Act, 2013, the articles of association of the company be and are hereby altered in the following manner:

After article No..., the following be inserted as article __:

Article __ Dematerialization of Securities

A. Definitions:

For the purpose of this article:-

‘Beneficial Owner’ means a person or persons whose name is recorded as such with a depository. ‘SEBI’ means the Securities and Exchange Board of India.

‘Depository’ means a company formed and registered under the Companies Act, 2013, and which has been granted a certificate of registration to act as a depository under the Securities and Exchange Board of India Act, 1992; and ‘Security’ means such security as may be specified by SEBI from time to time.

B. Dematerialisation of Securities Notwithstanding anything contained in these articles, the company shall be entitled to dematerialise its securities and to offer securities in a dematerialised form pursuant to the Depositories Act, 1996.

C. Options for investors Every person subscribing to securities offered by the company shall have the option to receive security certificates or to hold the securities with a depository. Such a person who is the beneficial owner of the securities can at any time opt out of a depository, if permitted by the applicable law in respect of any security in the manner provided by the Depositories Act, 1996 and the company shall, in the manner and within the time prescribed, issue to the beneficial owner the required certificates of securities.

If a person opts to hold his security with a depository, the company shall intimate such depository the details of allotment of the security and/or transfer of securities in his name and on receipt of the information, the depository shall enter in its record the name of the allotte and/or transfree as the beneficial owner of the security.

D. Securities in Depositories to be in Fungible Form

All securities held by a depository shall be dematerialised and be in fungible form. Nothing contained in Sections 89 and 186 of the Act shall apply to a depository in respect of the securities held by it on behalf of the beneficial owners.

E. Distinctive Numbers of Securities held in a Depository Nothing contained in the Act or these articles regarding the necessity of having distinctive numbers for securities issued by the company shall apply to securities held with a depository.

F. Rights of Depositories and Beneficial Owners

(i) Notwithstanding anything to the contrary contained in the Act or these articles, a depository shall be deemed to be the registered owner for the purposes of effecting transfer of ownership of security on behalf of the beneficial owner.

(ii) Save as otherwise provided in (a) above, the depository as the registered owner of the securities shall not have any voting rights or any other rights in respect of the securities held by it.

(iii) Every person holding securities of the company and whose name is entered as the beneficial owner in the records of the depository shall be deemed to be a member of the company. The beneficial owner of securities shall be entitled to all the rights and benefits and be subject to all the liabilities in respect of his securities which are held by a depository.

G. Service of Documents

Notwithstanding anything to the contrary contained in the Act or these articles, where securities are held in a depository, the records of the beneficial ownership may be served by such depository on the company by means of electronic mode or by delivery of floppies or discs.

H. Transfer of Securities

Nothing contained in Section 108 of the Act or these articles shall apply to a transfer of securities effected by a transferor and transferee both of whom are entered as beneficial owners in the records of a depository.

I. Allotment of Securities Dealt in a Depository

Notwithstanding anything contained in the Act or these articles, where securities are dealt in a depository, the company shall intimate the details thereof to the depository immediately on allotment and/or registration of transfer of such securities.

J. Register and Index of Beneficial Owners

The register and index of beneficial owners maintained by a depository under the Depositories Act, 1996, shall be deemed to be the register and index of members and security holders for the purposes of these articles.”

Explanatory Statement

With the enactment of the Depositories Act, 1996, and coming into operation of the depository system, some of the provisions of the Companies Act, 2013, relating to the issue, holding, transfer, transmission of equity shares and other securities of companies have been amended to facilitate the implementation of the depository system.

The depository system of holding securities in an electronic mode is a far safer and more convenient method of securing, holding and trading in the securities of a company.

Under the depository system, the securities can be dematerialised.

The company intends joining a depository.

It is, therefore, proposed that the company’s articles of association be suitably altered, as set out in the proposed resolution to enable it to dematerialise its securities. The resolution contains (i) definitions of some of the important terms used in the system; (ii) dematerialisation of securities; (iii) options for investors; (iv) securities in depositories to be in fungible form; (v) distinctive numbers of securities held in a depository; (vi) rights of depositories and beneficial owners; (vii) service of documents; (viii) transfer of securities; (ix) allotment of securities dealt in a depository; and (x) register and index of beneficial owners.

None of the directors of the company is concerned or interested in the proposed resolution except to the extent of the shareholdings of the directors.

Approving Registration Of Transmission Of Shares - BR

Board Resolution Approving Registration Of Transmission Of Shares

“RESOLVED THAT Transmission of ___________ no.s of fully paid equity shares of the company bearing distinctive numbers ____ to______ (both numbers inclusive) presently registered in the name of Shri ____________ who has been reported as deceased on __________ in the district of ______ which is situated in the state of____,  in the name of Shri ________ son of Shri _________ resident of _________________________ be and is hereby approved.

RESOLVED FURTHER THAT since the company has received a letter from the said Shri_____________, intimating to the company that he has decided to have the said shares registered in his name, the said shares be registered in his name; and

RESOLVED FURTHER THAT Shri _______________, Company Secretary, be and is hereby authorized to enter the name of the said Shri _________________, in the register of members of the company and send the relevant share certificates to him after appropriately endorsing them in his name.”

Approving Registration Of Transfer Of Shares - BR

Board Resolution Approving The Registration Of Transfer Of Shares

“RESOLVED THAT Registration of transfer of _____ fully paid equity shares of the company as per details in the register of share transfers of the company entered on page__to ____, entries No.s___to____ (both inclusive), which was placed before the meeting and each page was initialled by the chairman of the meeting as a mark of identification, be and is hereby approved; and

RESOLVED FURTHER THAT Shri ____________ Company Secretary be and is hereby authorized to endorse the relevant share certificates under his signature, arrange for their dispatch to the transferees of the shares and make appropriate entries in the register of members and other records of the company.”

Extension of the Date of Redemption of Preference Shares - SR

Resolution For The Extension Of The Date Of Redemption Of Preference Shares (For Variation Of Rights)

“RESOLVED THAT consent of shareholders be and is hereby accorded to the variation of the rights attached to the Equity Shares of the Company deemed to have been caused by reason of extension of the date of redemption and increase in rate of interest of __% Redeemable Cumulative Preference Shares (First Series) of Rs.___ each fully paid-up, agreed to by the holders of the said Preference Shares.

Explanatory Statement;

First Series of _____ — __% Redeemable Cumulative Preference Shares of Rs. ___ each fully paid-up issued by the Company in ____ fell due for redemption on ______, 20__ The date was extended and accordingly the shares were to be redeemed in five equal installments of ` ___ lakhs each annually commencing from .......20.... In the interest of the Company it has been considered expedient not to redeem these Preference Shares immediately.

In any case, in the absence of the required reserves it would not be possible to redeem the said Preference Shares in terms of Section 55 of the Companies Act, 2013. The Company’s request to the Preference Shareholders to give their consent to this effect is under their consideration. A meeting of the holders of these 11% Redeemable Cumulative Preference Shares (First Series of Rs.___ each fully paid-up) has been convened to consider the necessary resolution for extension of date of redemption and increase in the rate of interest.

As holders of the Equity Shares, your rights are deemed to be affected from the date of extension of redemption in respect of First Series of the Preference Shares as aforesaid.

It is, therefore, proposed that your consent be obtained to such variation of your rights as per the resolution.

The necessary resolution for extending the date of redemption of and increasing the rate of dividend on the __% Redeemable Cumulative Preference Shares of the company is included separately in the notice.

Directors of the company are not interested in the said resolution except to the extent of their shareholdings.

Reduction of Share Capital of a Company - SR

Special Resolution For Reduction Of Share Capital Of A Company

“RESOLVED THAT pursuant to Section 66(1) and other applicable provisions, if any, of the Companies Act, 2013, article _______ of articles of association of the company and subject to confirmation by the National Company Law Tribunal at ______ and subject to such other approvals, consents, permissions or sanctions of any other authority, body or institution (hereinafter collectively referred to as “the concerned authorities”) as may be required, and subject to such other conditions or guidelines, if any, as may be prescribed or stipulated by any of the concerned authorities, from time to time, while granting such approvals, consents, permissions or sanctions, the subscribed, issued and paid up equity share capital of the company be reduced from ` __________ (Rupees ______) divided into _________ (______) equity shares of ` __ each to `_________ (Rupees _________) divided into __________ (______) equity shares of ` __ each, and the surplus amount, i.e., ` _________ (Rupees _________) , being in excess of the wants of the company be paid to the shareholders.”

Explanatory Statement;

As the members are aware, the company has a cash surplus which has resulted from the recent restructuring including merger of the erstwhile ____________ Ltd. with the company. The Board is of the view that the present economic environment in the country is not conducive to expansion or diversification. The Board of directors of the company discussed the matter in detail at its meeting held on ________ and resolved to return the surplus cash to the members in recognition of their dedication, consistency and utmost faith reposed by them in the management of the company.

Hence the proposed special resolution is for consideration of and approval by the members of the company.

Directors of the company are interested in the proposed resolution to the extent of their respective shareholdings in the company.

Cancellation of Shares - SR

Special Resolution For Cancellation Of Shares

“RESOLVED THAT pursuant to Section 61(1)(e) and other applicable provisions, if any, of the Companies Act, 2013, and article____ of the articles of association of the company, the authorised share capital of the company be and is hereby reduced from ` ________/- (Rupees _______) divided into ________ (______) equity shares of ` __/- (Rupees ___) each to ` ________ (Rupees ______) divided into _______ (________) equity shares of ` __/- (________) each by cancelling _______ (_________) equity shares of ` __/- (Rupees ___) each, which have not been taken or agreed to be taken by any person and consequently Clause V (share capital clause) of the memorandum of association of the company be and is hereby substituted with the following:

“V. The authorised share capital of the company is ` _________ (Rupees _______) divided into _______ (_________) equity shares of ` __/- (Rupees ___) each.”

Explanatory Statement;

The company was incorporated on ______ with an authorised share capital of ` __________/- (Rupees ________) divided into _________ (________) equity shares of ` __/- (Rupees ___) each. The present issued, subscribed and paid-up share capital of the company is ` ________/- (Rupees _________) divided into _________ (_______) equity shares of ` __/- (Rupees ___) each. The company has no proposal at hand which would require additional capital. The Board of directors of the company, at its meeting held on _______ had resolved to reduce the authorised share capital of the company by cancelling _______ (__________) equity shares of ` __/- (Rupees ___) each, which have not been taken or agreed to be taken by any person. Therefore, the proposed special resolution is before the shareholders of the company for their consideration and approval.

None of the directors of the company is interested in the proposed resolution.

Approving Sale of Forfeited Shares - BR

Board Resolution Approving Sale Of Forfeited Shares

“RESOLVED THAT _________ equity shares of ` __________ each bearing Distinctive Nos. _________ to _________, both inclusive, previously registered in the name of Shri __________ and forfeited on __________ as per declaration duly signed by the Company Secretary and placed on the table, be and are hereby sold to Shri _________ for ` __________ per share and that, upon payment of that sum, an equity share certificate of equity shares credited with ` ___________ paid-up per share be issued to the said Shri ___________ accordingly.”

Increasing the Authorised Share Capital of the Company - OR

Ordinary Resolution For Increasing The Authorised Share Capital Of The Company

“RESOLVED THAT pursuant to Section 61(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 and Article ... of the Articles of Association of the company, the Authorised Share capital of the company be and is hereby increased from ` ________ (Rupees _______) divided into ________ (_______) equity shares of ` __ each to ` _________/- (Rupees ________) divided into _________ (_________) equity shares of ` __ (Rupees ___) each by creation of __________ equity shares of ` __ each ranking pari passu in all respect with the existing equity shares.”

(Note: If the Articles of Association prescribe that a special resolution is required for increase of authorized share capital, pass the resolution as a special resolution.)

Explanatory Statement

The directors of the company have felt that for profitable working of the company, the company needs more funds in the form of equity share capital. The present authorised share capital of the company is only `________ (Rupees _________) divided into ________ (______) equity shares of `__/- (Rupees ____) each and the entire authorised share capital has been issued, subscribed and paid up. The Board, therefore, decided that the authorised share capital of the company be increased to `__________ (Rupees _________) divided into _________ (_______) equity shares of ` __/- (Rupees ____) each.

Hence the proposed resolution is recommended for consideration of and approval by the shareholders of the company.

None of the directors is concerned or interested in the proposed resolution.

Alteration of Articles by Deletion of an Article - SR

Special Resolution For Alteration Of Articles By Deletion Of An Article

RESOLVED THAT 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 _________

Explanatory Statement

Articles ________ of the articles of association of the company related to the appointment of managing agent.

Under the present law, no company shall appoint managing agents/secretaries. This article has remained in the articles of association of the company in spite of the fact that it became redundant since long.

The directors have now thought it fit to forthwith delete this article which is no longer in conformity with the provisions of the Companies Act, 2013.

A copy of the existing articles together with the proposed alteration is available for inspection at the registered office of the company during the business hours on any working day.

None of the directors is concerned or interested in the proposed resolution.

Alteration For Articles by Addition of a New Article - SR

Special Resolution For Alteration Of Articles By Addition/Insertion Of A New Article

“RESOLVED THAT the Articles of Association of the company be and are hereby altered by inserting at the end of article _____ of the Articles of Association of the company, the following:

“Notwithstanding anything contained in these articles, the managing directors and whole-time directors of the company shall not be required to hold any such qualification shares.”

Explanatory Statement

Article _________ of the company’s articles of association provides that the qualification of a director shall be the holding of equity shares in the company of the aggregate nominal value of ‘________ The managing directors/whole-time directors are, pursuant to article _________ not normally liable to retire by rotation.

However, if at any time, the number of directors (including the managing/whole-time directors) as are not subject to retirement by rotation shall exceed one-third of the total number of directors for the time being, then it is provided by article _________ that such directors are liable to retire by rotation to comply with the provisions of Section 152 of the Companies Act, 2013. As it is not contemplated that in such circumstances, the managing directors/wholetime directors should be required to hold qualification shares, it is proposed to make it clear beyond doubt that the managing directors/whole-time directors shall not be required to hold qualification shares.

A copy of the existing articles together with the proposed alteration is available for inspection at the registered office of the company during the business hours on any working day.

None of the directors is concerned or interested in the proposed resolution save and except to the extent of qualification shares required or not required by them to be held in the company.

Altering the Articles of a Company by Adoption of New Set of Articles - SR

Special Resolution For Altering The Articles Of Association Of A Company By Adoption Of New Set Of Articles

“RESOLVED THAT the Article of Association of the Company by and are hereby replaced by the adoption of new set of articles as provided in Tables F, G, H, I & J in Schedule I as the case may be of the Companies Act, 2013.

Explanatory Statement;

The present Articles of Association of the company were adopted in _______The Act has since been amended several times. Moreover certain other Acts have affected various provisions of the Companies Act, 2013.

The directors of the company believe that it is desirable that the articles of association of the company be revised so that they fully reflect not only the law governing the company and rules and regulations made thereunder, but is also in conformity with modern secretarial practices and complies with the requirements of the listing agreements of the stock exchanges on which the company’s shares are listed.

Since the proposed alterations, deletions, insertions etc. to the present articles of association are numerous, it is more convenient to adopt an altogether new set of articles of association incorporating all the proposed alterations.

Altering the Memorandum of the Company to change Registered Office to Another State - SR

Special Resolution For Altering The Memorandum Of The Company So As To Change The Situation Of Its Registered Office To Another State

“RESOLVED THAT pursuant to Section 13 and other applicable provisions, if any, of the Companies Act, 2013 and subject to confirmation by the Regional Director, as prescribed in Sub-section (4) of the said section, the memorandum of association of the company be altered so as to change the place of the company’s registered office from its present situation at _________________ in the State of Maharashtra to ____________, a place in the State of Gujarat, by substituting the words “in the State of Maharashtra” for the words “in the State of Gujarat” in Clause II of the memorandum of association of the company.”

“RESOLVED FURTHER THAT Shri _________, the Company Secretary, be and is hereby authorised– (i) to sign and file, the petition under Sub-section (4) of Section 13 of the Act to the Regional Director for securing confirmation to the alteration to the memorandum of association of the company so as to change the place of the Registered office of the company from the State of Maharashtra to the State of Gujarat; (ii) to represent the company in all hearings concerning the petition of the company; and (iii) to appoint, on behalf of the company, Company Secretaries in whole-time practice, advocates, lawyers, counsels and other consultants, if and when required, to represent the company and plead on its behalf before the concerned Regional Director and or any other agency in all matters connected with the petition of the company.

Explanatory Statement

When the company was incorporated it was decided that the main manufacturing unit of the company would be located in the State of Maharashtra and in the memorandum of association it was stated that the registered office of the company would be situated in that State.

Subsequently it was found that the location of the main manufacturing unit in the State of Gujarat would be more advantageous to the company. At present, all the factories of the company are located in the State of Gujarat.

For better management and control, the Head Office of the company has already been shifted to Ahmedabad.

No useful purpose would be served by continuing to keep the company’s registered office in the State of Maharashtra. Moreover, 90% of the members of the company have their registered addresses in the State of Gujarat. The directors, therefore, consider that the memorandum of association of the company should be altered so as to change the place of its registered office from its present situation at................................. in the State of Maharashtra to .................................,a place situated in the State of Gujarat.

After the proposal is approved by the shareholders, a petition is required to be made, under Section 13(4) of the Companies Act, 2013, to the Regional Director for confirmation of the alteration to the memorandum of association of the company so as to shift the company’s registered office from the State of Maharashtra to the State of Gujarat.

It is also proposed to authorize Mr. ............ Company Secretary of the company to sign and file the petition and appear before the Regional Director in connection with the petition. An enabling clause has also been provided authorizing the Company Secretary to appoint any other authorized representative, as he considers necessary in connection with the petition.

The Board recommends the resolution to the members for their consideration and approval.

None of the directors of the company is concerned or interested in the proposed resolution.