Appointment of Auditor to fill casual vacancy caused by resignation - OR

Ordinary Resolution for appointment of an Auditor of the Company to fill casual vacancy caused by resignation

“RESOLVED THAT, pursuant to proviso to Sub-section (8) of Section 139 of the Companies Act, 2013, M/s________________ Chartered Accountants ____________, New Delhi, be and are hereby appointed as the auditors of the company to fill the vacancy caused by the resignation of M/s___________ Chartered Accountants, ____________ New Delhi, present auditors of the company, to hold the office from the date of this meeting until the conclusion of the next annual general meeting of the company on a remuneration of _________ plus reimbursement of out-of-pocket expenses that may be incurred by the auditors in the performance of their duties as auditors of the company.”

Explanatory Statement

M/s. ______________, the existing auditors have submitted their letter of resignation, citing personal reasons.

Proviso to Section 139 (8) of the Companies Act, 2013, lays down that where vacancy in the office of an auditor is caused by the resignation of the existing auditor, the vacancy shall be filled by the Board of Directors and the appointment made by the Board shall be approved in a general meeting within 3 months of the recommendation of the Board.

The letter of resignation of M/s._____________ may be inspected at the registered office of the company at_____________ during the business hours on any working day.

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

Authorising Board of Directors to appoint Branch Auditor - OR

Ordinary Resolution to be passed at an Annual General Meeting to authorise Board Of Directors to appoint Branch Auditor

“RESOLVED THAT pursuant to section 143(8) of the Companies Act, 2013, the accounts for the year ending 31^st  March, _____ of the Company’s branch office/s at _______ be audited by such person/s, other than the Company’s Auditor, as is/are qualified for appointment as Auditor of the Company under section 139 of the Companies Act, 2013, and the Board of Directors be and is hereby authorised to appoint such Branch Auditor/s in consultation with the Company’s Auditor and on such terms and conditions and on such remuneration as may be fixed by the Board.

Approval for preparing Annual Report in Form AOC-3 - BR

Board Resolution for approval for preparing Annual Report in Form AOC-3 for sending to the members

“RESOLVED THAT pursuant to the provisions of First proviso of sub – section (1) of Section 136 of the Companies Act, 2013 and Rule 10 of the Companies (Accounts) Rules 2014, the Annual Reports comprising of the Balance Sheet, Profit and Loss Account etc. of the company for the financial year ended 31st March _____ be also prepared, finalised and audited in the prescribed Form No AOC – 3 for sending to the members of the company.

RESOLVED FURTHER THAT the draft audited statement containing salient features of financial statements for the year ended 31st March 20__, prepared in the prescribed Form No. AOC – 3 in accordance with First proviso of sub – section (1) of Section 136 of the Companies Act, 2013 and Rule 10 of the Companies (Accounts) Rules, 2014 as submitted to the meeting, be and are hereby approved and the same be authenticated by the directors of the company as required under Section 136 of the Act 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.”

Keeping Books of accounts at a place other than Registered office - BR

Board Resolution for keeping and maintaining books of Accounts at a place other than the Registered Office

“RESOLVED THAT pursuant to the proviso to Section 128(1) of the Companies Act, 2013, the books of accounts of the company be kept and maintained at the company’s head office at __________ with effect from ____________ and that Mr. ____________, secretary of the company, be and is hereby authorised to file electronically E-Form No AOC-5 with the Registrar of Companies __________ at ______________ by affixing his digital signature thereon and with the requisite filing fees within the prescribed time of seven days hereof and to take all necessary actions in this respect.”

Declaration of dividend out of current profits - BR

Board Resolution for recommending payment of dividend on equity shares out of current profits

“RESOLVED THAT in accordance with the provisions of Section 123 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Declaration and Payment of Dividend) Rules, 2014, the Board of directors of the company do hereby recommend a dividend at the rate of Rs _________ per equity share out of the current profits of the company for the year ended on ____________ 20__ on the ________ fully paid equity shares of the company absorbing Rs. _________ out of the profits of the year and that, subject to the declaration by the members of the company at the ensuing annual general meeting, such dividend be paid to the registered holders of the equity shares whose names would appear on the register of members on _______ 20__.”

Declaration of Dividend out of Reserves - BR

Board Resolution for recommending declaration of dividend out of reserves

"RESOLVED THAT the Board of directors of the company do hereby recommend to the members of the company, the declaration and payment of a dividend at the rate of ten per cent on all the fully paid equity shares of the company out of the free reserves of the company that stood in the books of the company on _______ 20__ absorbing a total of ` ______, with due compliance of the Companies (Declaration and Payment of Dividend) Rules, 2014, and that, subject to the declaration by the members at the forthcoming annual general meeting, to the holders of the equity shares whose names will appear on the register of members on ________ 20__."

Change of Name of Company

Following is the basic procedure to change the name of Company.

1. Name Availability

Company is required to file an application for availability of proposed name of the Company. This application is filed in RUN Application.

2. Shareholders Approval

Once the new name is reserved, shareholders’ approval is required to pass following special resolution.

- the change in name of the Company and to alter the Memorandum and Article of Association with regard to change in name of the Company

3. Central Government's approval

Once the shareholders' approval is obtained, the Company is required to file application in Form INC-24 to Registrar of Companies (ROC) within 30 days for shareholders' approval.

4. Issue of Fresh Certificate of Incorporation

Upon approval of application (as per point 3 above), the Fresh Certificate of Incorporation upon change of name will be issued by ROC.

Pre-requisites for change of name of Company

Pursuant to Rule 29 of Companies (Incorporation) Rules, 2014, the change of name shall not be allowed to a company which has defaulted in filing its annual returns or financial statements or any document due for filing with the Registrar or which has defaulted in repayment of matured deposits or debentures or interest on deposits or debentures.

Hence, before moving forward, it is necessary to complete pending filings of annual returns or financial statement, if any.

Steps to complete this Process

Step - 1: Send atleast 7 days' notice to hold Board Meeting

Step - 2: Hold the Board meeting at decided date for passing following resolutions

- to authorise any Director to file application for availability of new name (RUN Application)

- to approve change of name of the Company, subject to approval of Shareholders

- to decide the date, time and place for holding Extraordinary General Meeting (EGM) and issuing atleast 21 days' notice to all the shareholders.

Step - 3: File Application for availability of new name (RUN Application) with following attachments
- Board Resolution for availability of new name (refer Step - 2)
- Any other document as required on case to case basis

Step - 4: Upon approval of application, ROC will issue a certificate for reserving a new name

Step - 5: Hold an EGM at decided date for passing following special resolution

- to approve change of name of the Company and authorising any Director to file application to ROC for Central Govt's approval (Form INC-24) (Click here for format of resolution)

Step - 6: File Form MGT-14 within 30 days from the date of passing of resolutions in EGM with following attachments

- signed copies of Special Resolutions with Explanatory Statement

- altered Memorandum of Association

- altered Article of Association

It is to be noted that SRN of Form MGT-14 will be filled up in Form INC-24.

Step - 7: File Form INC-24 within 30 days from the date of passing of resolutions in EGM

- Minutes of EGM in which special resolutions were filed (refer Step - 5)

- altered Memorandum of Association

- altered Article of Association
- Declaration by Directors with respect to deposits, debentures etc.

Step - 8: Upon approval of application (Form INC-24) by ROC, ROC will issue a fresh certificate of Incorporation.