Board resolution format

(Guest)

CERTIFIED TRUE COPY OF THE RESOLUTION APSSED BY THE BOARD OF DIRECTORS OF ------------------PRIVATE LIMITED HELD ON ------------- AT THE REGISTERED OFFICE OF THE COMPANY AT -------- A. M. /P.M. AUTHORIZING MR./MRS.– DIRECTORS TO SIGN APPLICATIONS, SUBMISSIONS, ETC. For the smooth functioning of the business of the Company it is desirable that Mr. ----- Director be authorised for the purposes of making signing and filing applications, submissions and other such documents on behalf of the company for seeking registrations with BSNL, Pune for connectivity requirements, software Technology Parks of India, Pune, Maharashtra Sales Tax and Central Sales Tax Authorities, Pune, Directorate General of Foreign Trade for Import Export Code at Mumbai and Pune, Customs and Central Excise Departments and other statutory registrations, permissions and approvals as may be considered necessary or expedient from the concerned governmental authorities in Mumbai and Pune (state of Maharashtra). Accordingly the following resolution is passed: “RESOLVED THAT Mr. ------Director be and is hereby appointed as the Authorised Signatories of the Company for the purposes of making, signing and filing applications, submissions and other such documents on behalf of the company for seeking registrations with BSNL, Pune for connectivity requirements, software Technology Parks of India, Pune, Maharashtra Sales Tax and Central Sales Tax Authorities, Pune, Directorate General of Foreign Trade for Import Export Code at Mumbai and Pune, Customs and Central Excise Departments and other statutory registrations, permissions and approvals as may be considered necessary or expedient from the concerned governmental authorities in Mumbai and Pune (State of Maharashtra) and to do all acts, deeds and things as may be necessary for the purpose of giving effect to the above resolution. FURTHER RESOLVED THAT the consent of the Board be and is hereby accorded to Mr. ----- Director to appoint any consultant/s to represent the Company before the above mentioned Government Departments and to issue a Power of Attorney on the name of the consultant/s so appointed in connection with the said registrations, approvals, permissions." ------------------------------ PRIVATE LIMITED DIRECTOR

(Guest)

My Company is propriotory firm recently converted into2 different Pvt.Ltd.Company Can sum body advice me How to deal in following matter 1) Capital Allocation of Directors 2) Property Allocation according to nature of different co. 3) Allocation of Debtors & Creditors, Assets & Liability $) What are the resolutions needs to be Passed. Please Help Me

Mangesh (Manager - F&A) (23 Points)
Replied 31 December 2007

My Company is propriotory firm recently converted into2 different Pvt.Ltd.Company Can sum body advice me How to deal in following matter 1) Capital Allocation of Directors 2) Property Allocation according to nature of different co. 3) Allocation of Debtors & Creditors, Assets & Liability $) What are the resolutions needs to be Passed. Please Help Me

shilpa (company secretary in practice) (148 Points)
Replied 02 January 2008

Hey mail me the details on cs.shilpa07 @ gmail.com

(Guest)

Nothing

(Guest)

I want to know that how i make a Board Resolution for becoming the franchise a open university

(Guest)

Pl provide me the board resolurtion for authorising the directors to excute the docuemnts with the bank for loans sanctioned and to operate the workign capital account. I also need to egm resolutions for increasing the authorised capital and borrowings in excess of the paid-up capital

Neha Amol Limaye (Company Secretary) (52 Points)
Replied 27 May 2008

CASH CREDIT FACILITY

The Chairman informed that in order to finance the working capital of requirements of the Company, it had become necessary for the Company to approach the Company's bankers for cash credit facility upto Rs………….. Accordingly the following resolution was

proposed by Mr…… and seconded by ………..

"RESOLVED THAT the Company do obtain cash credit facility upto Rs………… from the …………. Branch, Pune on such terms and conditions as may be stipulated while sanctioning the loan.

FURTHER RESOLVED THAT ………………, Directors of the Company be and are hereby severally and jointly authorised to approach the above Bank, submit application, letters, information, statement submissions under their signatures and to represent, negotiate and finalise the terms and conditions of the said loan on behalf of the Company.

FURTHER RESOLVED THAT Mr………………, Directors be and are hereby authorised to execute the related loan documents including hypothecation deed, undertakings, promissory notes, guarantees etc. as may be required by the bank on behalf of the Company and that the common seal of the Company

be affixed on such documents in the presence of the above directors."

Neha Amol Limaye (Company Secretary) (52 Points)
Replied 27 May 2008

NOTICE

Notice is hereby given that an Extraordinary General Meeting of the members of the Company will be held on ….day, ………….., 200……. at 10:00 a.m. at the registered office of the company to transact the following business:

1. To consider and if thought fit, to pass, with or without modification, the following resolution as an ORDINARY resolution: -

"RESOLVED THAT subject to Section 94 and other applicable provisions; if any, of the Companies Act, 1956, the Authorised Share Capital of the Company be and is hereby increased from Rs. ……./- (Rupees ……. only) to Rs. ………/- (Rupees Five Crores only) by creation of additional ………./- (…………) equity shares of Rs. 10/- each ranking pari passu with the existing equity shares of the Company in all respects."

2. To consider and if thought fit, to pass, with or without modification, the following resolution as a SPECIAL resolution: -

"RESOLVED THAT subject to Section 16 and other applicable provisions ; if any of the Companies Act, 1956, Clause V (a) of the Memorandum of Association of the Company be deleted and substituted by the following ;

V. (a) The Authorised Share Capital of the Company is Rs. ………/- (Rupees ………. only) divided into ………. (……….) Equity Shares of Rs. 10/- (Rupees Ten only) each and with a power to increase or reduce the same."

Place : PUNE BY ORDER OF THE BOARD

Date :

DIRECTOR

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER.

2. As per the provisions of Article ….. of the Articles of Association of the Company, provisions of Section 173(2) do not apply to the Company. Hence, explanatory statement as required under Section 173(2) is not annexed.

Neha Amol Limaye (Company Secretary) (52 Points)
Replied 27 May 2008

The minutes of the Extra-ordinary General Meeting of the members of the Company held on …….day, the …….th day of …….. at 10.30 a.m. at the Registered Office of the Company. PRESENT Mr.. ……… Director - Member Mr. …………… Director - Member Mr. ...................... was in the Chair. a. The Chairman ascertained that the requisite quorum was present. b. The Chairman brought to the notice of members present that the Register of Directors' Shareholding was open for inspection pursuant to the provisions of the Companies Act,1956. c. Notice convening the meeting was read by the Chairman. The following business was transacted at the meeting; 1. INCREASE IN AUTHORISED CAPITAL OF THE COMPANY The Chairman informed that at present the authorised capital of the Company consists of ……… equity shares of Rs. 10/- each aggregating to Rs. ………../-. The Chairman expressed that for the purpose of broadening the capital base of the Company and also enabling it to issue further shares, the authorised capital of the Company should be increased to Rs. …………. Accordingly the following resolution prposed by Mr. ………. and seconded by Mr. ……….. was unanimously passed as an ordinary resolution :- "RESOLVED THAT subject to Section 94 and other applicable provisions; if any, of the Companies Act, 1956, the Authorised Share Capital of the Company be and is hereby increased from Rs. ………/- (Rupees ……… only) to Rs. ……….. (Rupees ………….) by creation of additional ………./- (………..) equity shares of Rs. 10/- each ranking pari passu with the existing equity shares of the Company in all respects." 2.ALTERATION OF MEMORANDUM OF ASSOCIATION The Chairman informed that consequent upon increase in authorised capital of the Company, the Capital Clause of the Memorandum of Association of the Company would require alteration to that effect. Accordingly the following resolution prposed by Mr. ………. and seconded by Mr. ………….. was unanimously passed as a special resolution :- "RESOLVED THAT subject to Section 16 and other applicable provisions ; if any of the Companies Act, 1956, Clause V (a) of the Memorandum of Association of the Company be deleted and substituted by the following ; V. (a) The Authorised Share Capital of the Company is Rs. …………/- (Rupees ……….. only) divided into ………. ………..) Equity Shares of Rs. 10/- (Rupees Ten only) each and with a power to increase or reduce the same." The meeting concluded with a vote of thanks to the Chair. The minutes of the Extra-ordinary General Meeting of the members of the Company held on …….day, the …….th day of …….. at 10.30 a.m. at the Registered Office of the Company. PRESENT Mr.. ……… Director - Member Mr. …………… Director - Member Mr. ...................... was in the Chair. a. The Chairman ascertained that the requisite quorum was present. b. The Chairman brought to the notice of members present that the Register of Directors' Shareholding was open for inspection pursuant to the provisions of the Companies Act,1956. c. Notice convening the meeting was read by the Chairman. The following business was transacted at the meeting; 1. INCREASE IN AUTHORISED CAPITAL OF THE COMPANY The Chairman informed that at present the authorised capital of the Company consists of ……… equity shares of Rs. 10/- each aggregating to Rs. ………../-. The Chairman expressed that for the purpose of broadening the capital base of the Company and also enabling it to issue further shares, the authorised capital of the Company should be increased to Rs. …………. Accordingly the following resolution prposed by Mr. ………. and seconded by Mr. ……….. was unanimously passed as an ordinary resolution :- "RESOLVED THAT subject to Section 94 and other applicable provisions; if any, of the Companies Act, 1956, the Authorised Share Capital of the Company be and is hereby increased from Rs. ………/- (Rupees ……… only) to Rs. ……….. (Rupees ………….) by creation of additional ………./- (………..) equity shares of Rs. 10/- each ranking pari passu with the existing equity shares of the Company in all respects." 2.ALTERATION OF MEMORANDUM OF ASSOCIATION The Chairman informed that consequent upon increase in authorised capital of the Company, the Capital Clause of the Memorandum of Association of the Company would require alteration to that effect. Accordingly the following resolution prposed by Mr. ………. and seconded by Mr. ………….. was unanimously passed as a special resolution :- "RESOLVED THAT subject to Section 16 and other applicable provisions ; if any of the Companies Act, 1956, Clause V (a) of the Memorandum of Association of the Company be deleted and substituted by the following ; V. (a) The Authorised Share Capital of the Company is Rs. …………/- (Rupees ……….. only) divided into ………. ………..) Equity Shares of Rs. 10/- (Rupees Ten only) each and with a power to increase or reduce the same." The meeting concluded with a vote of thanks to the Chair.

Neha Amol Limaye (Company Secretary) (52 Points)
Replied 27 May 2008

The minutes of the Extra-ordinary General Meeting of the members of the Company held on …….day, the …….th day of …….. at 10.30 a.m. at the Registered Office of the Company. PRESENT Mr.. ……… Director - Member Mr. …………… Director - Member Mr. ...................... was in the Chair. a. The Chairman ascertained that the requisite quorum was present. b. The Chairman brought to the notice of members present that the Register of Directors' Shareholding was open for inspection pursuant to the provisions of the Companies Act,1956. c. Notice convening the meeting was read by the Chairman. The following business was transacted at the meeting; 1. INCREASE IN AUTHORISED CAPITAL OF THE COMPANY The Chairman informed that at present the authorised capital of the Company consists of ……… equity shares of Rs. 10/- each aggregating to Rs. ………../-. The Chairman expressed that for the purpose of broadening the capital base of the Company and also enabling it to issue further shares, the authorised capital of the Company should be increased to Rs. …………. Accordingly the following resolution prposed by Mr. ………. and seconded by Mr. ……….. was unanimously passed as an ordinary resolution :- "RESOLVED THAT subject to Section 94 and other applicable provisions; if any, of the Companies Act, 1956, the Authorised Share Capital of the Company be and is hereby increased from Rs. ………/- (Rupees ……… only) to Rs. ……….. (Rupees ………….) by creation of additional ………./- (………..) equity shares of Rs. 10/- each ranking pari passu with the existing equity shares of the Company in all respects." 2.ALTERATION OF MEMORANDUM OF ASSOCIATION The Chairman informed that consequent upon increase in authorised capital of the Company, the Capital Clause of the Memorandum of Association of the Company would require alteration to that effect. Accordingly the following resolution prposed by Mr. ………. and seconded by Mr. ………….. was unanimously passed as a special resolution :- "RESOLVED THAT subject to Section 16 and other applicable provisions ; if any of the Companies Act, 1956, Clause V (a) of the Memorandum of Association of the Company be deleted and substituted by the following ; V. (a) The Authorised Share Capital of the Company is Rs. …………/- (Rupees ……….. only) divided into ………. ………..) Equity Shares of Rs. 10/- (Rupees Ten only) each and with a power to increase or reduce the same." The meeting concluded with a vote of thanks to the Chair. The minutes of the Extra-ordinary General Meeting of the members of the Company held on …….day, the …….th day of …….. at 10.30 a.m. at the Registered Office of the Company. PRESENT Mr.. ……… Director - Member Mr. …………… Director - Member Mr. ...................... was in the Chair. a. The Chairman ascertained that the requisite quorum was present. b. The Chairman brought to the notice of members present that the Register of Directors' Shareholding was open for inspection pursuant to the provisions of the Companies Act,1956. c. Notice convening the meeting was read by the Chairman. The following business was transacted at the meeting; 1. INCREASE IN AUTHORISED CAPITAL OF THE COMPANY The Chairman informed that at present the authorised capital of the Company consists of ……… equity shares of Rs. 10/- each aggregating to Rs. ………../-. The Chairman expressed that for the purpose of broadening the capital base of the Company and also enabling it to issue further shares, the authorised capital of the Company should be increased to Rs. …………. Accordingly the following resolution prposed by Mr. ………. and seconded by Mr. ……….. was unanimously passed as an ordinary resolution :- "RESOLVED THAT subject to Section 94 and other applicable provisions; if any, of the Companies Act, 1956, the Authorised Share Capital of the Company be and is hereby increased from Rs. ………/- (Rupees ……… only) to Rs. ……….. (Rupees ………….) by creation of additional ………./- (………..) equity shares of Rs. 10/- each ranking pari passu with the existing equity shares of the Company in all respects." 2.ALTERATION OF MEMORANDUM OF ASSOCIATION The Chairman informed that consequent upon increase in authorised capital of the Company, the Capital Clause of the Memorandum of Association of the Company would require alteration to that effect. Accordingly the following resolution prposed by Mr. ………. and seconded by Mr. ………….. was unanimously passed as a special resolution :- "RESOLVED THAT subject to Section 16 and other applicable provisions ; if any of the Companies Act, 1956, Clause V (a) of the Memorandum of Association of the Company be deleted and substituted by the following ; V. (a) The Authorised Share Capital of the Company is Rs. …………/- (Rupees ……….. only) divided into ………. ………..) Equity Shares of Rs. 10/- (Rupees Ten only) each and with a power to increase or reduce the same." The meeting concluded with a vote of thanks to the Chair.

(Guest)

We are a pvt . ltd compamy. want to increase the authorised share capital from existing Rs. 10 lacs to 25 lacs.

Please let us know procedure and applicable charges for the same

Thanks

Kamath

Preeti Gandhi (Company Secretary) (90 Points)
Replied 03 June 2008

1	Check authority in AOA (Sec 94)
2	If AOA authorises passing of special resolution for increase, then special resolution need to be passed otherwise ordinary resolution will do
3	Convene a Board Meeting to consider the increase and fixing the date, time and venue for EGM for taking shareholders approval
4	Conduct EGM and pass the following resolutions
a	Increase in authorised capital (Section 94(1)(a)
b	Alteration of MOA – capital clause
c	Alteration of AOA – incase it contains any clause mentioning the authorised capital
5	Fill in E form 5, leaving the signatures and get it stamped from Tis Hazari Court – stamp duty 0.15% of increase in capital
6	File E Form 5 at MCA portal along with copy of resolution and explanatory statement, Altered MOA, Altered AOA, stamped E Form 5 and its receipt – fees – as per sch X- Clause 3 – registeration fees on new capital less registration fees on old capital
7	Simultaneously submit the challan of E form 5 along with original stamped copy of E form 5 at the ROC office, Nehru Place
8	In case special resolution for increase is required then first file E Form 23 and then file E form 5 at MCA Portal

Regards

Preeti Gandhi

sini (acc) (20 Points)
Replied 24 June 2008

1. Special Resolution for Alteration in Memorandum of Association for object clause

2. Notice on Alteration in Memorandum of Association for object clause

71 Replies

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