Repeatedly Asked Resolutions
Useful for CS Inter/Exe. & CA Final (To understand& practice resolutions)
1) Appointment of Cost Auditor:
Kind of Meeting : Board Meeting
Type of Resolution : Resolution with simple majority
“ RESOLVED that subject to the approval of the Central Government, pursuant to Section 233B of the Companies Act 1956, ..………………… Cost Accountants be appointed Cost Auditor for auditing the company’s cost accounting records for the financial year ………… on a remuneration of Rs …………”
2) Appointment of First Auditors:
Kind of Meeting : Board Meeting
Type of Resolution : Resolution with simple majority
“ RESOLVED that M/s ……………. be and are hereby appointed auditors of the company to hold office till the conclusion of the first Annual General Meeting at a remuneration of Rs …………”
3) Adoption of common seal:
Kind of Meeting: Board Meeting
Type of Resolution: Resolution by simple majority
“RESOLVED that the proposed common seal of the company submitted to the meeting, be and is hereby adopted as the common seal of the company and that the common seal be kept in the custody of Shri……...
secretary of the company.”
4) Approving report of the board u/s.217:
Kind of Meeting: Board Meeting
Type of Resolution: Resolution with simple majority
“ RESOLVED that the report of the Board of Directors for the year ended ……….. as per draft placed before the board and initialed by the Chairman be and is hereby approved and the Chairman be and is hereby authorized to sign the report on behalf of the Board for issuing it to members along with the other documents.”
5) Appointment of a whole-time Company Secretary:
Kind of Meeting: Board Meeting
Type of Resolution: Resolution with simple majority
“ RESOLVED that Mr. ……………… who possesses the required qualifications under the Companies (Appointment and Qualification of Secretary) Rules 1988 be and is hereby appointed as a secretary on the terms and conditions contained in the draft letter of appointment, a copy of which duly initialed by the chairman for the purpose of identification was tabled and approved at the meeting.”
6) Appoint a person as an auditor, other than the retiring auditor:
Kind of Meeting: General Meeting
Type of Resolution: Ordinary Resolution (special notice is required for the resolution)
“ RESOLVED that pursuant to the provisions of Section 225 of the Companies Act 1956 M/s …………… Chartered Accountants of …………. be and are hereby appointed auditors of the company in place of retiring auditors M/s ……………. to hold office from the conclusion of the AGM until the conclusion of the next AGM at a remuneration of Rs. ………. plus out of pocket expenses .”
7) Shifting of Registered office from one state to another:
Kind of Meeting: General Meeting
Type of Resolution: Special Resolution
“ RESOLVED that pursuant to Section 17 of the Companies Act 1956 and subject to the confirmation of the Company Law Board, the registered office of the company be shifted from ……………. to ……………… and that the existing clause II in the Memorandum of Association of the company be altered accordingly.”
8) Change the name of the Company:
Kind of Meeting: General Meeting
Type of Resolution: Special Resolution
“ RESOLVED that pursuant to provisions of Section 21 of the Companies Act 1956 and subject to the approval of the Central Government the name of the company be changed from .……………..… to ……………………”
9) Employing a director’s relative:
Kind of Meeting: General Meeting
Type of Resolution: Special Resolution
“ RESOLVED pursuant to Section 314(I-B) of the Companies Act 1956 and subject to prior approval of the Central Government that Mr………….. a relative of Mr.………… a director of the company, be appointed as General Manager (Production) of the company at a monthly remuneration of Rs………….”
“ Further resolved that the remuneration payable to Mr…………. as aforesaid will be subject to such modification as may be required by the Central Government and acceptable to the Board of Directors and Mr…………”
10) Commence new business:
Kind of Meeting: General Meeting
Type of Resolution: Special Resolution
“ RESOLVED that pursuant to Section 149(2A) of the Companies Act 1956 approval be and is hereby given to the commencement by the company of all or any of the business specified in clause ….. of the object clause ….. of the Memorandum of Association of the company.”
11) Increase in the Authorised share capital of the company:
Kind of Meeting: General Meeting
Type of Resolution: Ordinary Resolution
“ RESOLVED that pursuant to Section 94 and other applicable provisions if any of the Companies Act 1956, the authorised share capital of the company be and is hereby increased from Rs ………….. to Rs………… divided into ………… equity shares of Rs …….each by creation of ………….new equity shares of Rs …….. each ranking pari passu with the existing shares of the company.”
12) Adoption of Annual Accounts:
Kind of Meeting: Annual General Meeting (AGM)
Type of Resolution: Ordinary Resolution
“ RESOLVED that the director’s report, audited balance sheet as on …………… and profit and loss account for the year ended ………….and auditor’s report thereon be and the same are hereby received, considered and adopted.”
13) Opening a branch office of the Company:
Kind of Meeting: Board Meeting
Type of Resolution : Resolution with simple majority
“ RESOLVED that a branch office of the company be opened at ..................... which shall start functioning from .............. and Shri........................ Managing Director of the Company be and is hereby authorised to appoint a Manager to look after setting up of the branch office and to manage day-to-day affairs of the said branch.”
14) Appointment of additional director:
Kind of Meeting: Board Meeting
Type of Resolution: Resolution by simple majority
“ RESOLVED that pursuant to Section 260 of the Companies Act, 1956 and Article No..... of the Articles of Association of the Company, Mr...... be and is hereby appointed as Additional Director of the Company.”
15) Declare a dividend:
Kind of Meeting: Annual General Meeting
Type of Resolution: Ordinary Resolution
“ RESOLVED that the dividend for the year ended ....................... at the rate of Rs.... per share on the amount paid up on the equity capital of the company subject to deduction of tax at source be and is hereby declared for payment to those whose names appeared on the Register of Members as on the date of annual general meeting.”
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