14 January 2016
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 77A, 77AA, 77B and other applicable provisions, if any, of the Companies Act, 1956 or subject to such modification and re-enactment thereof or subject to the approval of Articles of Association of the Company, the Company do buy-back from the existing shareholders of the company fully paid up [Number of Shares] of its equity shares of Rs. _____ each constituting upto ____ % of the total existing paid up equity share capital of the Company”.
“RESOVLED FURTHER THAT a draft of the declaration of solvency prepared in the prescribed form and placed before this meeting duly signed by the [Name of the Managing director] director of the Company be and is hereby approved for filing with the Registrar of Companies.”
“RESOLVED FURTHER THAT [Name of the Merchant Banker] be and is hereby appointed as the Merchant Banker of the purpose of purchase of equity shares as aforesaid and [Name of the Managing director], Managing director of the Company be and is hereby authorized to negotiate with the said Merchant Banker to fix the terms of appointment and enter into an agreement concerning their appointment.
“RESOVLED FURTHER THAT the buyback as aforesaid from the existing shareholders on a proportionate basis through the tender offer shall be completed within a period of 12 months from the date hereof or such extended time as may be permitted under the act or the Regulation or by appropriate authorities.
“RESOLVED FURTHER THAT the Board of directors of the Company be and are hereby authorized to determine the time frame for such buyback and the specific price for the buyback of equity shares of the company as aforesaid at a price not exceeding Rs. ____ per equity share, for which purpose the board is authorized to invest a maximum sum of Rs. ______________ towards buyback as aforesaid, provided that the maximum amount does not exceed 10% of the paid up capital and free reserves of the Company and the said amount towards funding the buyback be drawn out of free reserve of the Company.”
“RESOLVED FURTHER THAT the Board of directors be and are hereby authorized to do all such acts, deeds, matters and things incidental to the implementation of the scheme of buy-back as also to prefer all applications to the appropriate authorities, parties and the institutions for their requisite approvals as also to initiate all necessary actions for such questions or difficulties whatsoever which may arise in the matter and take all such steps and decisions in this regard as it may in its absolute discretion deed fit, necessary or proper.”
“RESOLVED THAT a certified copy of the resolution be given to any one concerned or interested in the matter.”
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