Powers to Board for borrowing - SR

Special Resolution under Section 180(3)(c) authorising the Board to borrow for Company’s business upto a limit beyond paid-up capital and free reserves

“RESOLVED THAT pursuant to the provisions of Section 180(3)(c) and other applicable provisions, if any, of the Companies Act, 2013, and subject to such approval as may be necessary, consent of the company be and is hereby accorded to the Board of directors of the company for borrowing, from time to time, such sum of money as may not exceed Rs. ____________ (Rupees _____________), for the purpose of the business of the company, notwithstanding that the moneys to be borrowed together with the monies already borrowed (apart from temporary loans obtained from the company’s bankers in the ordinary course of business) will exceed the aggregate of the paid-up capital of the company and its free reserves, that is to say, the reserves not set apart for any specific purpose, provided that the total amount upto which the monies may be borrowed by the Board of directors of the company shall not exceed the aggregate of the paid-up capital and free reserves of the company by more than the sum of ‘_______________ (Rupees ______________) at any one time. Resolved further that the Board be and is hereby authorized to do all the acts, deemed and things as it may in its absolute discretion deem necessary and appropriate to give effect to the above resolution”

Explanatory Statement:

The shareholders of the company had, at the extraordinary general meeting of the company held on ___________, passed a special resolution under Section 180 (3) (c) for borrowing the maximum amount of Rupees __________, up to which the Board of directors of the company could borrow funds from financial institutions and banks in excess of the company’s paid-up capital and free reserves. However, in view of the increased business activities of the company, the said ceiling of Rupees (____________) has been found to be inadequate. Your directors are of the opinion that the ceiling of borrowings by the Board be raised to rupees ____________.

Hence the Board is proposing a resolution for consideration and approval of the members of the company. None of the directors is concerned or interested in the proposed resolution.

Granite and Granite Product Business

Main Object Clause of an entity having business of Granite and granite Products

1. To carry on the business of manufacture, process, export, import, trade, purchase, sell, distribute or otherwise deal in all stones, granite blocks and granite products and granite materials.

2. To carry on the business of win quarry, dress, polish, purchase, sell and prepare for market, export, import, distribute or otherwise deal in marble stones for all types of use for building materials.

3. To carry on the business of manufacture, export, import, purchase, sell, distribute or otherwise deal in all types of granite products and in particular granite slabs, granite monuments, granite tiles.

Dry-Cleaners and Laundaries Business

Main Object Clause of an entity having business of Dry-Cleaners and Laundries

1. To carry on all the business usually carried on by dry cleaners, dyers and laundries of man made fibres woollen, silken and cotton wearing apparels and clothing or cloths of every and all kinds and description.

2. To carry on the business of control, manage on payment of commission or otherwise dry-cleaning and washing plants and to undertake replacements, repairs and maintenance contracts, and provide services of all kinds which may be deemed necessary or convenient for the running of business of dry cleaners, dyers and laundry man.

3. To carry on the business of construct, erect, work, maintain, improve, alter or assist in the erection, construction, working, maintenance, improvements or alteration of any building, dry cleaning plants or machinery or shops and factories, plants, works, cars, wagons, lorries, carts and other works and to contribute to the expenses of constructing, improving, maintaining, working and repairing any of the same.

4. To carry on the business of purchase, sell, manufacture, import, export or otherwise deal in dry-cleaning plants, dryers, steam presses and household and industrial washing machines and to undertake repair and maintenance contract for dry cleaners, dyers and laundry man.

Credit Rating Business

Main Object Clause for an entity having business of providing Credit Rating services

To carry on the business to provide investment information and credit rating services including credit rating equity grading and mandated studies spanning diverse industrial sectors providing services to the corporate and financial sectors, both in India and overseas, by offering Rating Services, Information Services and also Advisory Services

Astrological Services Business

Main Object Clause of an entity having business of Astrological Services

To carry on business to provide astrological consultation and guidance based on the study of horoscope, palm,face reading, graphology and other ancient sciences and provide assistance in conducting rituals according to the faith of the customer.

Merchant Banking Business

Main Object Clause of an entity having business of Merchant Banking

1. To carry on business as a Merchant Bankers, Portfolio Managers, Underwriters, Sub-Underwriters, Consultants for Capital Issues, Advisors to Capital Issues, Registrars to the issue, Share Transfer Agents, Investment Consultants, Consultants and Management Advisors to Corporate Bodies, Individuals and Promoters in commercial, industrial management and policy matters and to make project evaluation, feasibility studies, project report, and surveys and to give expert advice and suggest ways and means for improving efficiency  in business  organization and concerns and industries of all kinds and/or to act as lead managers, co-managers to issue of shares, stocks, bonds, debentures, commercial paper or other securities of bodies corporate or industrial undertaking and/or shares ,stocks, bonds, debentures, commercial paper or other securities issued to any government or semi-government authority or public authority of government under taking or stocks, bonds, debentures or of the securities.

2. To carry on business of investment and to undertake and transact and deal in bills of exchange, hundies, promissory notes and other negotiable instruments and securities and also to issue on commission, to subscribe for, underwrite, take, acquire and hold, sell and exchange and deal in shares, stocks, bonds or debentures or securities of any government or public authority and/or to acquire any such shares, stocks, debentures, bonds by original subscriptions, exchange or otherwise and to subscribe for the same either conditionally or otherwise and to guarantee the subscription thereof. 

Petrol Extraction Business

Main Object Clause of an entity having business of Petrol Extraction

To establish, start, operate, Propagate, Produce, manufacture, grow, cultivate, process, collaborate, import, export, sell, purchase or otherwise deal in and marketing of Jatropha, medicinal and aromatic plants, usual and unusual herbs, economic and spices plants, plantation and tuber crops, ready to use potted plants, nuclear seedlings, anther/Pollen culture, Protoplasm fusion, genetical engineering, DNAIRNA antisence, RNA rescue, embryo transfer technology, integrated projects related to hybrid seeds/cut flowers, disease indexing of clean plants, oleoresins/spice extracts, encapsulated spices, euro vegetables / fruits, mushroom, dry / fresh fruits / nuts, fresh / canned / dehydrated / frozen fruits / vegetables, cold storages / cold chains, natural colours / dyes / gums / Pigments / enzymes / base oils / isolates / alkaloids, botanicals/ herbal extracts, essential oils, solvent / field / cryo / hydro / steam distillation, research and development in Jatropha and its processing technologies including Cultivation, transesterification of Jatropha oils into bio diesel and to establish its distribution network across the country, agro and allied fields, establishment of agro processing complexes, green/Polygreen houses, solar green houses, Protected cultivation, Post harvest infrastructure development, Processing technologies, wasteland Promotion and development, land use planning, biofertilizers, bactrim, herbal medicines / cosmetics, new generation activated series of agro / biochemicals, polymers, biofungicide / biopesticides, IPM (Integrated pest Management), Cogeneration, recycling of organic waste, fermentation and membrane Process technologies, fast foods, marine and Sea foods, energy foods, meat and meat products, Oshtrich / EMU’s dairy / Poultry / Pig farming and processing technologies, beekeeping, honey and its processing, sericulture and its processing technologies and to operate farming under satellite contractual buy-back schemes including cultivation & processing of medicinal and aromatic plants, usual & unusual rare herbs.

Flour Mill Business

Main Object Clause of an entity having business Flour Mill

1.  To carry on the business of millers in all its branches and to set up mills for milling wheat, gram, other grains and cereals, dal, besan, maida, atta, sooji and other allied products and to manufacture any by-products and to manufacture food products such as biscuits, flakes, dalia and confectionery from flours of all kinds and description and to set up factories or mills for the manufacture thereof.

2. To carry on the business of producing, extracting, refining, storing, exporting, importing, transporting and dealing in flours of all kinds and description whatsoever and to construct and run flour mills of any kind or description.

3. To purchase, sell, import, export, manufacture, repair, assemble or otherwise deal in all machinery used in the manufacture of flour, dal, besan, biscuits, flakes, dalia and allied products.

4. To purchase, sell, store or otherwise deal in wheat, paddy and other grains, cereals, cotton, kapas, rice, seeds of all kinds and other raw materials necessary for an incidental to or conducive to the above objects or any of them.

5. To establish and run flour mills for converting wheat into wheat products like maida, sooji, atta and bran in all its branches and all purifying, refining processes and marketing the same either as finished products or any other semi-finished states.

Arms and Ammunition Business

Main Object Clause of an entity having business of Arms and Ammunition

To design, develop, assemble, produce, manufacture, fabricate, modify, repair, service, sell, buy, import, export and to act as stockists, distributor, license, licensor and otherwise deal in all kinds, shapes, sizes, capacities, varieties and specifications of arms and ammunitions, including revolver, pistols, gums, machine guns, stenguns, rifles, artillery weapons, automatic and semi-automatic weapons, bullets and other ammunitions used for defence, internal security and personal security and to do all such incidental acts and things as may be necessary for the attainment of aforesaid objects.

Online Lottery Business

Main Object Clause of an entity having business of Online Lottery

To carry on the business of Lotteries, Online Lotteries, dealership in Lotteries run by the Central and/or state government authorities and/or run by the other private bodies, and to carry on the business of market survey and developments of lotteries including market research of various types of lotteries.

Creating charge on Company’s assets and properties - SR

Special Resolution under Section 180(1)(A) for creating charge on Company’s assets and properties

“RESOLVED THAT consent of the Company be and is hereby accorded in terms of Section 180(1) (a) and other applicable provisions, if any, of the Companies Act, 2013 or any modification or re-enactment thereof, to mortgaging and/or charging by the Board of directors of the Company by way of equitable and/or legal mortgage on such immovable and movable properties of the Company, both present and future, together with power to take over the assets of the Company in certain events, to or in favour of Industrial Development Bank of India (IDBI) and The Industrial Finance Corporation of India Ltd. (IFCI) by way of first pari passu Charge to secure the Rupee Term Loans of ` 1000.00 lacs and ` 880.00 lacs respectively granted to the Company together with interest at the agreed rate(s), liquidated damages, front end fees, premia on prepayment, costs, charges, expenses and all other moneys payable by the Company under the Loan Agreements, Deeds of Hypothecation and other documents executed/to be executed by the Company in respect of the Term Loans of IDBI and IFCI.

RESOLVED FURTHER THAT the Board of directors be and is hereby authorised and shall always be deemed to have been authorised to finalise with IDBI and IFCI the documents for creating the aforesaid mortgage and/ or charge and to do all acts, deeds and things as may be necessary for giving effect to the above resolution.”

2. To consider and, if thought fit, to pass with or without modification(s), the following as Special Resolution;

“RESOLVED THAT consent of the Company be and is hereby accorded in terms of Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 or any modification or re-enactment thereof, to mortgaging and/or charging by the Board of directors of the Company by way of equitable and/or legal mortgage on such immovable and movable properties of the Company, both present and future, in favour of State Bank of India, New Delhi the Company’s Bankers by way of Second Charge to secure the various fund based/non-fund based credit facilities granted/to be granted to the Company and the interest at the agreed rate, costs, charges, expenses and all other moneys payable by the Company under the Deed(s) of Hypothecation and other documents executed/to be executed by the Company in respect of credit facilities of State Bank of India, in such form and manner as may be acceptable to State Bank of India.

RESOLVED FURTHER THAT the Board of directors be and is hereby authorised and shall always be deemed to have been authorised to finalise with State Bank of India the documents for creating the aforesaid mortgage and/or charge and to do all acts, deeds and things as may be necessary for giving effect to the above resolution.”

Explanatory Statement

Industrial Development Bank of India (IDBI) and The Industrial Finance Corporation of India Ltd. (IFC) have sanctioned Term Loans of ` ________ and ` ________ respectively to the company. These loans are to be secured by First Charge on immovable and movable properties of the Company, both present and future, in the manner, as may be required by IDBI and IFCI.

Such mortgage/charge shall rank first pari passu Charge with the Charges already created/to be created in favour of the participating Institutions/Banks for their assistance. State Bank of India, New Delhi has also agreed to grant, in principle, various fund based/non-fund based Cash Credit facilities to the Company.

According to the conditions of granting such facilities to the Company, these facilities are required to be secured by a second charge by way of equitable and/or legal mortgage on all the immovable and movable properties of the Company, both present and future on such terms as may be agreed to between the Company, State Bank of India and other existing lenders.

Section 180(1)(a) of the Companies Act, 2013 provides, inter alia, that the Board of directors of a public company shall not, without the consent of a public company in general meeting, sell, lease or otherwise dispose of the whole, or substantially the whole, of the undertaking(s) of the Company or where the Company owns more than one undertaking, of the whole or substantially the whole of any such undertaking. Mortgaging/charging of the immovable and movable properties of the Company as aforesaid to secure Rupee Term Loans and the various Cash Credit facilities may be regarded as disposal of the whole or substantially the whole of the said undertaking(s) of the Company and therefore requires consent of the Company pursuant to Section 180(1)(a) of the Companies Act, 2013.

The Directors recommend the resolutions for approval of the shareholders as ordinary resolutions under Section 180(1)(a) of the Companies Act, 2013.

None of the Directors are concerned or interested in the proposed resolutions.

Getting the Name of the Company Removed from Register of Companies - BR

Board Resolution for getting the name of the Company removed from Register of Companies (striking off of Company)

“RESOLVED THAT pursuant to provisions of sub section (1) and (2) of section 248 of Companies Act, 2013 and rules pertaining to the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016, the company, __________________ Limited, is not carrying on any business since its incorporation / is not in operation for a period of more than two preceding financial years / has not made an application to obtain the status of a dormant company under section 455 and since it does not intend to carry on any business in future, it is hereby approved that an application be made to the Registrar of Companies, ____________, for removal of its name from the Register of Companies subject to approval of shareholders in general meeting by way of a special resolution or the consent of seventy-five per cent of members, in terms of paid-up share capital, is required.”

“RESOLVED FURTHER THAT Mr./Ms_________, Director and Mr./Mrs_________, Director be and are hereby jointly and severally authorized to make an application to the Registrar of Companies, _________ and to do all the acts, deeds, things and file forms that are necessary or incidental, for removal of name of company from the Register of Companies under section 248 of the Companies Act 2013 and the guidelines issued by the Ministry of Corporate Affairs in this regard.”

Authority to Board of Directors to make Investment in excess of the prescribed limit - SR

Special Resolution to give authority to Board of Directors to make investment in excess of the prescribed limit (Powers of Board)

“RESOLVED THAT pursuant to the provisions of Section 186 of the Act and other applicable provisions, if any, the consent of the members of the company be and is hereby granted to make investments of a sum not exceeding Rs. ___ Crore by way of subscription and/or purchase of equity shares of M/s _____ Ltd., notwithstanding that such investment or such investment together with the company’s existing investment in all other body corporate shall be in excess of the limits prescribed under section 186 of the Act.

RESOLVED FURTHER THAT the Board of directors of the company be and is hereby authorized to do all such acts, deeds, matters and things as, in its absolute discretion, may be considered necessary, expedient or desirable and to settle any question or doubt that may arise in relation thereto in order to give effect to the foregoing resolution or otherwise considered by the Board of directors to be in the interest of the company.”

Explanatory Statement;

As on date the aggregate amount of the investments in shares/debentures, loans and guarantee(s)/security(ies) made, given, or provided by the company to other bodies corporate are within the limits provided in Section 186 of the Companies Act, 2013. Since the Board wants to invest in excess of the prescribed limit specified in Section 186 of the Act, approval of the shareholders of the company is required.

The Board of Directors in its meeting held on _________ decided to recommend the special resolution as set out in the notice for approval of the shareholders.

None of the directors save and except Mr. ____ and Mr. _____ are concerned or interested in this resolution.

Acquire shares of another Company - BR

Board Resolution to acquire shares of another Company under Section 186 of Companies Act, 2013 (Acquisition of shares)

“RESOLVED THAT pursuant to Section 186 of the Companies Act, 2013, the consent of the Board of Directors of the company be and is hereby accorded to make investments of Rs. ____________/- (Rupees __________ only) for acquisition of _________ equity shares of Rs.__/- each fully paid up in M/s _____ Ltd. from various existing shareholders of M/s _____ Ltd.

RESOLVED FURTHER THAT Mr. _______, Managing Director of the company be and is hereby authorised to make payment of consideration to the transferors and to do all such necessary act as may be necessary for this act.”

Provide Corporate Guarantee for working capital loan from any bank - BR

Board Resolution to provide corporate guarantee for and on behalf of a Subsidiary Company seeking working capital loan from any bank under Section 186 of Companies Act, 2013

“RESOLVED THAT in consideration of the _____________ (____) having agreed to advance working capital facilities with an overall credit limit of Rs.____________/- (Rupees ___________) (here in after referred to as “the credit facilities”) in the manner and on the terms and conditions contained in the sanction letter no_______ dated __________ to M/s ______Pvt. Ltd., a company incorporated under companies Act, 2013 having registered office at _________________ (here in after referred to as the borrower”), one of the subsidiaries of M/s ________ Ltd. (the Company) and the company do execute a corporate guarantee guaranteeing the repayment of the credit facilities along with interest in favour of ___ for and on behalf of M/s _______ Pvt. Ltd., the subsidiary company.

RESOLVED FURTHER THAT the Board of Directors of the company consider and declare the following:

1. That the terms and conditions for providing corporate guarantee as annexed to the sanction letter No_______ dated _________ communicated by the Bank to M/s _______ Pvt. Ltd. be and is hereby accepted as these are not prejudice to the interest of the company.

2. The Board considered that the corporate guarantee is for an amount of Rs. ____ being approved for tenure of __ years subject to renewal by the Bank.

3. The Board confirm that the guarantee provided is not prejudicial to the interest of the company.

4. The Board further considered receiving counter guarantee from M/s ______ Pvt. Ltd. in favour of the company M/s ________ Ltd. to protect the interest of the company.

RESOLVED FURTHER THAT the draft of the Guarantee Agreement received from _____ along with its sanction letter no _____ dated ______ (Copies whereof duly authenticated by the chairman of the Board have been circulated to the members of the Board) be and is hereby approved and the Mr. _____, Managing Director of the company be and is hereby authorised to accept on behalf of the company with such modification therein as may be acceptable to ______.

RESOLVED FURTHER THAT the common seal of the company be affixed to the guarantee agreement (with such modifications as may be agreed) in the presence of Mr. ____, Managing Director who shall sign the same in token thereof, and Mr. ____, Executive Director who shall counter sign the same in token thereof.

RESOLVED FURTHER THAT an undertaking to that effect that the company is willing to provide its corporate guarantee and execution of the necessary guarantee agreement for the above said purposes be furnished to _____ by Mr. _____, Managing Director and/or Mr. _____, Executive Director for and on behalf of the company for providing corporate guarantee.

RESOLVED FURTHER THAT, a copy of the foregoing resolution duly certified as a true copy be submitted to the Bank under signature of any one of the director of the company and the Bank do act upon the same.”

borrow Moneys within the Authority of the Board - BR

Board Resolution under Section 179(3)(d) to borrow Moneys within the Authority of the Board.

(I) RESOLVED

1. That the Company do accept the offer of The Industrial Finance Corporation of India Ltd. (IFCI) vide their letter no_______ dated _________ to grant to the company rupee term loan of ‘_______ (Rupees_____________ only) (here in after referred to as ‘the said Term Loan’) on the terms and conditions contained in the Letter of Intent no __________ dated _________ received from IFCI (copy whereof was placed on the table at the meeting).

2. That Shri___________ and Shri __________ be and are hereby authorised severally to convey to IFCI acceptance on behalf of the Company of the said offer for financial assistance on the terms and conditions contained in their Letter of Intent referred to above and agree to such changes and modifications in the said terms and conditions as may be suggested and acceptable to IFCI from time to time and to execute such deeds, documents and other writings as may be necessary or required for this purpose.

3. That the company do borrow from IFCI the said term loan of ‘_______ (Rupees __________ only) on the terms and conditions set out in the General Conditions No. GC-1-99 applicable to assistance provided by IFCI (hereinafter referred to as ‘The General Conditions’) and in the Standard Form of Loan Agreement for rupee term loan in addition to the special terms and conditions mentioned in the Letter of Intent no___________ dated _________ received from IFCI (Copies whereof were placed on the table at the meeting) and also avail of interim disbursement(s) from time to time as may be allowed by IFCI.

4. That the IFCI will be at liberty to appoint and remove, at its sole discretion, Nominee Director(s) on the Board of directors of the Company from the date of the passing of this resolution and that the appointment of the Nominee director(s) shall not be construed as any commitment on the part of IFCI to grant/disburse and sanctioned assistance.

5. That the aforesaid Standard Forms of Loan Agreement(s) be and are hereby approved and Shri____________ and Shri____________ be and are hereby severally authorised to accept on behalf of the Company such modifications therein as may be acceptable to IFCI and finalise the same.

6. That the Common Seal of the Company be affixed to the stamped engrossment(s) in duplicate of the loan agreement(s) (as per the standard form(s) with such modifications as may be agreed to between IFCI and the company) in the presence of one of the officers i.e. Shri _____________ and Shri __________ who shall sign the same in token thereof.

7. That the Company shall execute the Loan Agreement(s) relating to the above facilities within the period stipulated by IFCI, the condition being that till such agreement being executed there is no binding obligation or commitment on the part of IFCI to advance any money or incur any obligation thereunder.

8. That the standard forms of the following documents namely:-

(i) Deed of Hypothecation

(ii) Undertaking for meeting shortfall/overrun

(iii) Undertaking regarding non-disposal of shareholdings

(iv) General Declaration and Undertaking(s) placed before the meeting be and are hereby approved and that Shri___________ of the Company be and are hereby severally authorised to finalise, on behalf of the company, the said documents and also to approve and finalise such other deeds, documents and writings as may be required by IFCI in connection with the above facilities.

9. That the Common Seal of the Company be affixed to the stamped engrossment(s) of the Deed of Hypothecation and to such other documents as may be required to be executed under the Common Seal of the company in favour of IFCI to secure the aforesaid facilities in the presence of one of the officers i.e. Shri ___________ and Shri____________ who shall sign the same in token thereof.

10. That Shri_____________ and Shri_____________ of the Company be and are hereby severally authorised to accept amendments to such executed loan agreement/deed of hypothecation and other documents as and when become necessary and to sign letter(s) of undertakings, declarations, agreements and other papers which the company may be required to sign for availing of the required facilities and, if so required, the Common Seal of the Company be affixed thereto in the presence of any one of the said officers, who shall sign the same in token thereof as required by the Articles of Association of the Company.

11. That the company do file the particulars of the charge(s) to be created in favour of the IFCI with the concerned Registrar of Companies within the time prescribed by law therefor.

12. That the copies of foregoing resolutions certified to be true copy by the Company Secretary be furnished to the IFCI and they be requested to act thereon.

Declaration of interim dividend on equity shares - BR

Board Resolution For Declaration Of Interim Dividend On Equity Shares

RESOLVED THAT an interim dividend of Rs. __ (Rupees ___) only on each fully paid _______ no. of equity shares of Rs. __(Rupees ___) each of the company amounting to Rs___________ be paid out of the profits of the company for the half year ended _________ 20__ to those members of the company whose names would appear on the register of members of the company on the ______ day of _______, 20­­__.

RESOLVED FURTHER THAT a bank account to be designated as “Interim Equity Dividend (2018) Account of __________ Limited” be opened in the name of the company with ________ Bank at its Branch at ________ and a sum of Rs_________, being the total interim dividend amount, be deposited in the said account within five days.

RESOLVED FURTHER THAT Shri _____________, Managing Director and Shri _____________, the Company Secretary be and are hereby authorised to open the bank account by signing the account opening form and by furnishing to the said bank the required papers, documents, information etc. and completing all other required formalities for the purpose of opening the bank account and to make arrangements with the said bank for the payment at par, of the interim dividend within thirty days from the date of this resolution.

RESOLVED FURTHER THAT Shri ___________________, Managing director and Shri _____________, Company Secretary of the company for the time being, be and are hereby authorised to jointly sign the dividend warrants to be issued on the said bank and the said bank be and is hereby authorised to honour the interim dividend warrants jointly signed by the said authorised signatories, as and when presented for encashment.

Approval of Board’s Report - BR

Board Resolution for approval of Board’s Report

“RESOLVED THAT the draft Boards’ Report to the Shareholders of the company for the year ended 31^st March 20__ prepared in accordance with the provisions of Section 134 of the Companies Act, 2013 together with its Annexures and also containing suitable explanation and fullest information on every reservation, qualification or adverse remarks contained in Auditor’s reports, as submitted to the meeting, be and is hereby approved and the same be signed by Shri __________Chairman of the company, by Shri ___________ Managing Director and Shri _________ Director for and on behalf of the Board of Directors of the company.”

Approval of annual accounts - BR

Board Resolution for Approval of annual accounts

“RESOLVED THAT draft of the audited Balance Sheet as at ___________, Profit and Loss Account for the year ended on that date along with schedules and notes thereon as placed before the Board be and are hereby approved and the same be authenticated by the directors of the company as required under Section 134 of the Companies Act, 2013 and be sent to the Statutory Auditors of the company for their report thereon and thereafter be sent to the members of the company for adoption at the ensuing Annual General Meeting of the Company.”

Appointment of Cost Auditor and fix his remuneration - BR

Board Resolution to appoint Cost Auditor and fix his remuneration

“RESOLVED THAT pursuant to the provisions of the Companies (Cost Records and audit) Rules, 2014, M/s. _______________, _________________, be and are hereby appointed as Cost Auditor of the Company subject to ratification by the shareholders of the Company, for the year 20__-__, to carry out the Cost Audit and issue Compliance Report in the prescribed form regarding the compliance by the Company of all the provisions of The companies (Cost records and audit) Rules, 2014 and Mr. _________, Director, Mr. _____________, Director of the Company be and is hereby authorized severally to negotiate and finalize the remuneration payable to M/s _____________ in consultation with the said appointment”

Appointment of Branch Auditor and fix his remuneration - BR

Board Resolution to appoint Branch Auditor and fix his remuneration

“RESOLVED THAT pursuant to section 143(8) of the Companies Act, 2013 and the power conferred on the Board by the Company by an ordinary resolution passed at the annual general meeting held on_________, M/s _________, Chartered Accountant/s, who is/are qualified under section 139 of the Companies Act, 2013, be and is/are hereby appointed as the Branch Auditor to audit the accounts for the year ending 31st March, 20__ of the Company’s branch office situated at _______, and they shall hold office from the date of this meeting till the conclusion of the next annual general meeting of the Company, and that the said Branch Auditor be paid the remuneration of `_________, besides travelling, lodging, boarding and out of pocket expenses incurred by him in connection with his audit work.”

To Appoint Branch Auditor at a Annual General Meeting - MR

Model Resolution To Be Passed At An Annual General Meeting To Appoint Branch Auditor

“RESOLVED THAT in accordance with section 143 (8) of the Companies Act, 2013 M/s. __________, Chartered Accountant/s, who are qualified for appointment as Auditor of the Company under section 139 of the Companies Act, 2013 be and are hereby appointed as Branch Auditor to audit the accounts for the year ending 31st March, 20__ of the Company’s branch office/s at ____ on a remuneration of ` _________, besides reimbursement of out of pocket expenses actually incurred by them in the performance of their duties as branch auditor.

To Remove Auditor at a General Meeting - BR

Resolution At A General Meeting To Remove Auditor

RESOLVED THAT pursuant to section 140 of the Companies Act, 2013 and in accordance with the approval accorded the Central Government vide letter No._______ dt. _______ M/s___________, Chartered Accountants who were appointed at the last Annual General Meeting held on _______ as auditors of the company be and are hereby removed from the office of the Auditors of the company.

Removal of Auditor - BR

Board Resolution regarding removal of Auditor

RESOLVED THAT in accordance with section 140(1) of the Companies Act, 2013 read with rule 7 of Companies (Audit and auditors) Rules, 2014 and subject to the approval Central Government and the approval of the Company at a general meeting, ________, Chartered Accountant, the Auditor of the Company be removed from his office as auditor;

RESOLVED FURTHER THAT an extraordinary general meeting of the Company be held on _____at ________ at ______ to transact the business as set out in the draft notice of the meeting tabled at this meeting which, together with the explanatory statement to be annexed thereto, are approved;

RESOLVED FURTHER THAT Shri _______, Secretary of the Company is authorised to issue the notice of the extraordinary general meeting to the members of the Company;

RESOLVED FURTHER THAT Shri ________, Secretary of the Company is authorised to inform the Auditor of the decision of the Board as required under the Act;

RESOLVED FURTHER THAT Shri__________, Secretary of the Company is authorised to digitally sign e-form ADT-2 for making an application to the Central Government for approval for the removal of the Auditor under section 140 of the Act."

Appointment of Auditor to fill casual vacancy occurred due to death - BR

Board Resolution for appointment of an Auditor to fill casual vacancy occurred due to death of existing Auditor

“RESOLVED THAT consequent to the casual vacancy caused by the sudden death of _____________ Chartered Accountants, the existing auditors of the Company, M/s. _____________, Chartered Accountants, be and are hereby appointed as Auditors of the Company to fill the casual vacancy and they shall hold office until the conclusion of the next annual general meeting and they be remunerated by way of such fee as the Directors may determine."