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Board resolution for declaring director Interested

Gokul Malpani (Proprietor) (92 Points)

12 February 2010

Dear professionals kindly draft me resolution for

1) disclosing directors interest in Transaction. ( Related Party Transaction u/S 297

2) Power to Director for using Digital Signature.

3) Adopting Balance Sheet, P & L,

4) Director's Report is to be placed and adopted by the Board.

5) Accepting Loan from Members & Directors of the Pvt Ltd Co.

6) Alloting Shares to New Members.

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3 Replies

Kiran Toshniwal (Practicing Company Secretary) (142 Points)
Replied 12 February 2010

Approval of the Annual Accounts for the period ended on 31st March 2009.

The Chairman placed the draft Annual Accounts of the Company for the year ended on 31st March 2009 before the meeting. After detailed discussions the meeting passed the following resolution for approving the same:

“RESOLVED THAT Profit and Loss Account of the company for the period ended on 31st March 2009 and the Balance Sheet as on the date along with the Schedules and Notes appended there to be and is here by approved”

“FURTHER RESOLVED THAT Mr. ........ and Mr. ..........., Director of the company be and is hereby authorized to sign the Profit and Loss Account of the company for the period ended on 31st March 2009 and the Balance Sheet as on the date on behalf of the board as per Section 215 of the Companies Act, 1956 and to submit the same to the Statutory Auditors of the Company for their report.”

Allotment of shares:

"RESOLVED THAT ............ equity shares of Rs. ... each be and are hereby allotted to the persons at par as per list tabled before the Board and initialed by the Chairman for purposes of identification.

LIST OF ALLOTEES

S.No.	Name of Allottees	No. of Shares	Distinctive Numbers (both inclusive)
1.
2.
	Total

“RESOLVED FURTHER THAT the Mr. ..............., Director of the Company be and is hereby authorized to file return of allotment pursuant to Section 75 of the Companies Act, 1956, with Registrar of Companies, Karnataka in the prescribed form.

“RESOLVED FURTHER THAT the share certificates for the shares allotted as aforesaid be issued to the allottees under the signatures of Mr. ............., Director and Mr……………………………, authorized signatory and the common seal of the company be affixed on the share certificate in their presence.

Approval of the Directors Report

A draft of the Directors Report for the year period on 31st March 2008 was placed at the meeting. After discussion, the meeting approved the same and passed the following resolution:

“RESOLVED THAT Directors Report as placed before the meeting be and is hereby approved and Mr. .........., Director and Mr. ................., Director of the Company be and is hereby authorized to sign the same on behalf of the Board of Directors of the Company.”

Mitali Agarwal (Company Secretary) (638 Points)
Replied 12 February 2010

1) disclosing directors interest in Transaction. ( Related Party Transaction u/S 297):-

"RESOLVED that approval of the Board of Directors be and is hereby given to the company for the execution of a contract with M/s. ABC Private Ltd., in which Mr. XYZ, a Director of the Company is interested, for supply of the packing machinery to the Company as per terms and conditions set out in the draft agreement placed before the meeting and initialled by the Chairman for the purposes of identification.

RESOLVED FURTHER that the Managing Director of the Company be and is hereby authorised to execute the agreement with M/s. A.B.C. Private Ltd. under the common seal of the Company, affixed on the agreement in accordance with Article _________ of the Articles of Association of the Company."

Mitali Agarwal (Company Secretary) (638 Points)
Replied 12 February 2010

2) Power to Director for using Digital Signature.

“RESOLVED THAT the Director(s) or Managing Director or Manager or Secretary of the Company be and are hereby severally authorized to digitally sign and file the various forms as required to be filed by the Company under the provisions of the Companies Act, 1956 from time to time with the Ministry of Corporate Affairs (MCA) portal.”