Board resolutions

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Querist : Anonymous

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Querist : Anonymous (Querist)
13 March 2013 Dear experts,

I need resolutions for following matters:

1)Authority to renew Leave & Licence agreement with the MD of the Co. for use of building owned by him for office purpose
2) To consider and approve political contribution of 5 lacs to a political party as per section 293A of Companies Act 1956.
3)perusal and approval of register of contracts as per section 301 of the companies Act 1956.
4)any other business:
i) To increase remmuneration of MD from 2 lacs to 4 lacs
ii) To constitute a committee to look after issue relating to restructuring of the Co.
iii) To fix date of next BM to consider and approve annual Audited Financial results and accounts

Do the needful asap,

Thanks

regards

Tanveer Ahuja

14 March 2013 CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF (NAME OF THE COMPANY) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS) ON (DATE) AT (TIME)

“RESOLVED THAT pursuant to the provisions of Section 293A (2) (a) of the Companies Act, 1956 and other applicable provisions, if any, of the Companies act 1956, (including any statutory modification or re-enactment thereof for the time being in force) and subject to the Articles of Association of the Company, the approval of the Board be and is hereby given to the company for contribution to (Name of the Party) an amount not exceeding five percent of the average net profits as determined in accordance with the provisions of Section 349 and 350 of the Companies Act, 1956 during the three immediately preceding financial years.”

“RESOLVED FURTHER THAT (Name of the authorized person(s) )be and are hereby authorized jointly / individually on behalf of the Company to make the political contribution on behalf of the Company and to do all acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid Resolution.”


14 March 2013 Board Resolution - [To enter into a contract in which the directors are interested]
TYPE OF MEETING BOARD MEETING
TYPE OF RESOLUTION SIMPLE MAJORITY
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF (NAME OF THE COMPANY) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS) ON (DATE) AT (TIME)
“RESOLVED THAT the Consent of the Board be and is hereby accorded to approve the execution and signing of the (Name of the Agreement) entered into between the Company and (Name of the Company with which the agreement entered) having their registered office at (Address of Registered office) and the execution of the Power of Attorney by (Name of the Company with which the agreement entered) in favour of the Company".

"RESOLVED FURTHER THAT the draft of the proposed (Name of the Agreement) to be entered into between the Company and (Name of the Company with which the agreement entered) and draft Power of Attorney to be executed by (Name of the Agreement) in favour of the Company as placed before the Board, be and are hereby approved".

"RESOLVED FURTHER THAT (Name of the person(s) authorized) of the Company be and are hereby severally/jointly authorized to negotiate, finalize and execute the above mentioned agreements and documents on behalf of the Company and do all such acts, matters, deeds and things and to take all steps and do all things and give such directions as may be required, necessary, expedient or desirable for giving effect to the said (Name of the Agreement) and Power of Attorney".

"RESOLVED FURTHER THAT the Common Seal of the Company, if required, be affixed and stamped on the (Name of the Agreement) and such other documents as may be required to be executed under the Common Seal of the Company in the presence of any one of the authorized signatories.”

“RESOLVED FURTHER THAT the aforesaid power entrusted to the said official shall be valid and effective unless revoked earlier by the Board or shall be exercisable by him so long as he is in the concerned to the Company.”

“RESOLVED FURTHER THAT all acts, deeds, things, matters, etc. as aforestated shall be deemed to be valid and enforceable only if they are consistent with the instant resolution as may be relevant in this case and that the Board shall not be responsible for any acts beyond the scope of the aforestated powers done by (Name of the authorized person(s) and such invalid, illegal acts, and acts done beyond the scope of powers granted in this Resolution shall not bind the Company against any third parties or before any authorities in any manner and that the Board shall not be answerable in that behalf.”

“RESOLVED FURTHER THAT a certified copy of the resolution be given to any one concerned or interested in the matter.”



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