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.

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.

Notice Of Class Meeting - BR

Board Resolution And Notice Of Class Meeting

(a) Board Resolution to call a class meeting

RESOLVED THAT a meeting of the preference shareholders of the Company be convened and held on ___________ the _________ day of _______ 20 _________ at __________at _______ A.M/P.M. for considering, and if thought fit, adopting the following resolutions:

“(1) __________________________________________”

“(2) __________________________________________”

(Indicate the resolutions)

RESOLVED FURTHER THAT the Company Secretary be and is hereby directed to issue notice of the meeting to the members entitled to attend the meeting.

Where on the same day an extraordinary general meeting of the Company is also to be held, the same resolution can provide further:B

RESOLVED FURTHER THAT an extraordinary general meeting of the Company be convened and held on ____________ at ____________ at _________ for __________ considering, and, it thought fit, passing the following resolution : “__________________________________’’and that the Company Secretary be and is hereby directed to issue notice thereof.

(b) Notice of class meeting

Notice is hereby given that a Separate Class Meeting of the holders of _________ per cent Redeemable Cumulative Preference Shares in the share capital of the Company will be held at the Registered Office of the Company at _________ on _________ at _________ A.M./P.M. to transact the following business:

Special Business

1. To consider and, if thought fit, to pass the following resolution as a Special Resolution with or without modification:

RESOLVED THAT subject to the compliance of the provisions of the SEBI regulations and in pursuance of Section 61 and other applicable provisions, if any, of the Companies Act, 2013, consent of the Company be and is hereby accorded for the extension in the redemption period of _____________ to ___________ years of the _______________ Redeemable Cumulative Preference Shares of ` _____________ each of the Company, of which ___________ Redeemable Cumulative Preference Shares of ` _____________ each were allotted on ______ and ________ Redeemable Cumulative Preference Shares of ` _________ each were allotted on ________ by a further period of __________ years from their respective due dates of redemption, namely, ____________  and _______ for the __________ Redeemable Cumulative Preference Shares __________ of ` each so that the Redeemable Cumulative Preference Shares shall be redeemable in two annual installments of ` ___________ and ` __________ on and ___________ respectively.

RESOLVED FURTHER THAT on such extension becoming effective, the rate of cumulative preference dividend on the said redeemable Cumulative Preference shares be increased from ____________ % __________ to __________ % ___________ from the said due dates of redemption.

2. To consider and, if thought fit to pass the following Resolution as a Special Resolution with or without modification:

Resolved that on the above resolution becoming effective, existing Clauses ________ and ________ of the Articles of Association be substituted by the following :

“_____________________________________________” An Explanatory statement pursuant to Section 102 of the Companies Act, 2013, is annexed hereto.

All Redeemable Cumulative Preference shareholders are requested to be present in person or by proxy. 

A member entitled to attend and vote at a meeting is entitled to appoint a proxy to attend and vote instead of himself and a proxy need not be a member.

By Order of the Board

Place :

Dated : Company Secretary

Explanatory Statement

(As required by Section 102 of the Companies Act, 2013).

Appointing Secretarial Auditor of the Company - BR

Board Resolution For Appointing Secretarial Auditor of the Company

“RESOLVED THAT M/s ________ & Co., Company Secretaries be and is hereby appointed as secretarial auditor of the company in terms of the provisions of Section 204 of the Companies Act,2013 and to hold the office till the conclusion of the next Annual General Meeting on such remuneration as may be determined by the Board and agreeable to them.”

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 - 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.”

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.”

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.”

Shifting the Registered Office From One state to Another - BR

Board Resolution For Shifting The Registered Office From One State To Another

“RESOLVED THAT subject to the approval of members of the Company by a special resolution at a general meeting and confirmation of the Regional Director under section 12 of the Companies Act, 2013 and subject to such other approvals as may be necessary, the registered office of the Company be and is hereby shifted from its present location to the State/Union Territory of ________ and clause __________ of the memorandum of the company be and is hereby altered accordingly;

“RESOLVED FURTHER THAT a special resolution according approval to the proposed alterations by the members of the Company be and is hereby proposed at the ________ annual general meeting/extra-ordinary general meeting to be convened and held on _________ at ________ at the registered office of the company and the Company Secretary be and is hereby unauthorised to issue notice of the said meeting together with related explanatory statement, in accordance with the draft placed before this meeting, to the members of the company in accordance with the provisions of Companies Act, 1956 and the articles of association of the company;

“RESOLVED FURTHER THAT M/s___________ Advocate/Secretary in whole-time practice/practising Chartered Accountant/practising Cost Accountant be and is hereby authorised to appear and represent the Company before the Regional Director, in the matter of the petition to be filed for their confirmation to the proposed alteration of the of the memorandum as to the change of  he place of the registered office from one State to another and are also authorised to make such statements, furnish such information and do such acts, deeds and things as may be necessary in relation to the said petition;

“RESOLVED FURTHER THAT Mr. ____________ director, Mr. ____________ director, and Mr.  __________, secretary, be and are hereby authorised jointly and severally to sign the said petition/application, affidavits and such other documents as may be necessary in relation to the said petition.