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 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.

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.”

Appointing Manager - BR

Board Resolution Appointing Manager

“RESOLVED THAT in accordance with Sections 164, 196, 197 and 203 read with Schedule V and other applicable provisions of the Companies Act, 2013 and Schedule V to the Act and subject to approval by a resolution of the shareholders in general meeting, Shri _____________ be and is hereby appointed as manager 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, approved by the meeting and initialled by the chairman of the meeting as a mark of identification, to be executed by and between the company and Shri ___________, on the day the manager assumes charge of the office;

RESOLVED FURTHER THAT Shri ____________, director of the company, be and is hereby authorised to sign and execute, on behalf of the company, the agreement of appointment of Shri _____________ as manager of the company, 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 also sign the same in token thereof.

RESOLVED FURTHER THAT 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-2 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; and

(b) Form MR-2, in respect of the appointment of the manager, to be filed within thirty days of the passing of this resolution.

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 ______ to ______ 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.

Acceptance of Deposits from Members - SR

Resolution For Acceptance Of Deposits From Members And/Or Public.

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

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

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

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