CAN A PARTNERSHIP FIRM HAVING VALID PAN BECOME A SHAREHOLDER OF A COMPANY REGISTERTED UNDER COMPANIES ACT ?
IF "YES", PLEASE SPECIFY THE SECTION
As replied by the experts the common seal clause can be removed for the convenience of administration with respect to borrowing resolution. But again as per companies act there are following provisions for which the common seal is mandatory:
1) A certificate of shares or stock; (The share certificates issued by the company shall be sealed and signed in accordance with the provisions of the Share Certificate rules.)
2) A power of attorney for execution of deeds;
3) A power of attorney authorizing a person to use its official seal at a place outside India;
4)An instrument of proxy executed by a body corporate;
5)A report of the Inspector under Section 223 of the Companies Act 2013;
6) Any document as required by Liquidator in the event of winding up.
So my query is if we delete the clause in ARTICLES OF ASSOCIATION , then for the above clauses will the common seal be mandatory or else we can state only for the purpose administrative purpose for borrowing loan resolution the common seal will not be required. The Board resolution below drafted is correct or not please advise asap.
“RESOLVED THAT pursuant to section 9 and other applicable provisions, if any, of the Companies Act, 2013 as amended from time to time, clause no. 77 of Articles of Association be and is hereby amended as follows:
7 (ii) The seal of the company shall be affixed to any instruments except by the authority of the resolution of the Board or a committee of the Board authorized by it in that behalf, and except in the presence of the atleast two directors and the secretary or such other person as the Board may appoint for the purpose and those two Directors and secretary or such person shall sign every instrument mandatory under the Companies Act, 2013 to which the seal of the Company is so affixed in their presence.
7 (iii) The seal shall not be affixed on various agreements, documents etc. with respect to business matters including for borrowing proposals and other administrative necessities thereby facilitating administrative convenience for execution of such documents on behalf of the Company
RESOLVED FURTHER THAT the Board of Directors be and hereby severally authorized to file all the necessary forms and other necessary as may be required by the statutory authorities including the Registrar of Companies (ROC) and to do all such acts, deeds and things that may be required for the purpose of alteration of Articles of Association of the Company that may be suggested by the Registrar of the Companies or such other authorities in the implementation of the aforesaid resolutions and to authorise such person or persons to give effect to the above resolutions and to submit all documents to the concerned authorities with regard to the same and to take all necessary steps in this regard.”
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SHAREHOLDER OF A COMPANY