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Board Resolution

Gurumurthy (service) (29 Points)

24 March 2008

Dear Members,

I am new to this site, can anyone give me a specimen resolution for preferrential allotment of shares for a pvt ltd company.

Thanks & Regards,

Guru

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64 Replies

Radhika (Company Secretary) (1238 Points)
Replied 24 March 2008

preferential allotment (sec 81(1A) applies for a public company

For a pvt company...you can jus pass a board resolution for allotment.

"Resolved That 1,00,000 equity shares of Rs. 10 each be and are hereby allotted to the persons as per list tabled before the Board and initialled by the Chairman for purposes of identification, and as shown against their respective names.”

“Resolved further Thatshare certificates in respect of the shares allotted as aforesaid be issued to the said persons under the common seal of the company and under the signatures of any two directors of the company and counter signature of the Company Secretary.”

“Resolved further Thatthe Company Secretary of the Company be and is hereby authorized to file e-Form 2 with the Registrar of Companies for and on behalf of the Company.”

“RESOLVED FURTHER THAT 1,00,000 Fully paid up Equity Shares of Rs. 10 each of the Company be issued to the said allottees and the entries be made in the Register of Members of the Company.”

“RESOLVED FURTHER THAT Shri BSJ and Shri VKL, Directors of the Company be and are hereby authorised to sign the Share Certificates for and on behalf of the Board of Directors of the Company and the Common Seal of the Company be affixed in presence of above said two Directors and Shri AB, Company Secretary of the Company.”

Divesh (Company Secretary & llb) (24 Points)
Replied 25 March 2008

Dear members,

Please forward me the resolution for appointment of new auditor in place of exsting auditor by passing the resolution in EGM.

Thanking you in advance.

Radhika (Company Secretary) (1238 Points)
Replied 26 March 2008

Passing Authority — General Meeting

Nature of the Resolution — Ordinary Resolution

Resolution- in case the vacancy is by way of resignation ( Because u have asked for EGM resolution)

"Resolved That M/s. X & Co, Chartered Accountants, be and are hereby appointed Auditors of the company to fill the vacancy caused by the resignation of Y & Co, Chartered Accountants and to hold office until the conclusion of the next Annual General Meeting and they be remunerated by way of such fee as the Board of Directors may determine."

Guidelines in case of casual vacancy of auditor

(1) It is usual to obtain a certificate from the new auditor and to inform the Auditors of his appointment as provided in sub-section (1) of section 224.

(2) A casual vacancy is a temporary vacancy for part of the year.

(3) The vacancy is not created by any deliberate omission on the part of the company to appoint an auditor in its annual general meeting .

(4) The casual vacancy may arise due to death or resignation.

(5) Where the vacancy is caused otherwise than by resignation, the Board may fill the casual vacancy.

(6) The casual vacancy caused by the resignation can be filled only by the general meeting.

(7) The auditors appointed in the casual vacancy will hold office until the conclusion of the next annual general meeting only.

Divesh (Company Secretary & llb) (24 Points)
Replied 28 March 2008

dear all

Can anybody forward me the sample board resolution for section 292(1)(c) relating to raising the funds.

regards

Divesh kawedia

Radhika (Company Secretary) (1238 Points)
Replied 28 March 2008

Dear Divesh

Usually Bankers specify the format of the resolution for borrowings,

Otherwise the Specimen resolution for borrowings under sec 292(1) Part II is on the following lines…

“RESOLVED THAT Shri ABC, the Managing Director of the Company be and is hereby authorised to submit proposal and application to the IDBI Bank Ltd. Branch Indore (hereinafter referred to as "the Bank") for the purpose of sanctioning term loan of Rs. 10.00 Lacs (Rupees Ten Lakhs only) for the purpose of purchasing of the Machinery and balancing equipments.”

“RESOLVED FURTHER THAT Shri ABC, Managing Director of the Company be and is hereby authorised to do all such acts, deeds, matters and things on behalf of the Company as he may in his absolute discretion deem fit, necessary and expedient and as may be required by the Bank to avail the above said credit facilities for and on behalf of the Company.”

“RESOLVED FURTHER THAT Shri ABC, Managing Director be and is hereby authorised to accept the terms and conditions of the sanction as may be issued by the Bank to grant the above said credit facilities of Rs. 10.00 Lakhs (Rupees Ten Lakhs only)”

“RESOLVED FURTHER THAT Shri ABC, Managing Director of the Company be and is hereby authorised to convey to the Bank acceptance on behalf of the Company for such terms and conditions as may be communicated to the Company and to agree to such changes and modifications in the said terms and conditions as may be suggested and acceptable from time to time and to execute such deeds, documents, demand promissory notes and other writings as may be necessary for this purpose.”

“RESOLVED FURTHER THAT the draft of the Loan agreement be and is hereby approved and Shri ABC, Managing Director and/or Shri VB, Director of the Company be and are hereby severally authorised to sign and execute all such documents for providing security on the movable and immovable assets of the company including both present and future for and on behalf of the Company.”

“RESOLVED FURTHER THAT the Common Seal of the Company be affixed to the Agreement as per the standard form with such modifications as may be agreed to between the Bank and the Company in presence of the above said directors and Shri RKK, the authorised signatory shall sign the same in token thereof.”

“RESOLVED FURTHER THAT Shri ABC, Managing Director of the Company be and is hereby authorised to file e-Form 8 with the Registrar of Companies/MCA.”

“RESOLVED FURTHER THAT the Bank be furnished a certified copy of the above said resolution to act upon it, under the hand of the Chairman.”

Regards,

Radhika

(Guest)

Dear Members,

I am new to this site.Could anyone please give me a format for passing a board resolution for converting the advance towards share capital to authorised capital?

Regards,

Mary

y v v satyanarayana (Practicing Chartered Accountan) (20 Points)
Replied 09 April 2008

dear all

Can anybody forward me the sample board resolution for appointment of director

regards

Bobby

(Guest)

Board Resolution for appointment of whole Time Company secretary.

(Guest)

Dear Members,

Can u plz sent me a Board Resolution for appointment of Whole time Company Secretary.

Rgds, Chintan

(Guest)

Dear Members,

Can u plz sent me a Board Resolution for appointment of Whole time Company Secretary.

Rgds, Chintan

(Guest)

Dear Members,

Can u plz sent me a Board Resolution for appointment of Whole time Company Secretary.

Rgds, Chintan

(Guest)

Dear Members,

Can u plz sent me a Board Resolution for appointment of Whole time Company Secretary.

Rgds, Chintan

(Guest)

I dont know

(Guest)

Dear members

Can any body forward me a circular resolution for shifting of SEZ unit from one SEZ location to another SEZ location in same city and granting the authority to two persons for carrying out the same.

Regards

Divesh