Questions

Resolutions 774 views 3 replies

vijendra

owner

25 Points Posted on 28 December 2010

Ours is a Pvt Ltd Co (incorporated in May 2010) and myself and wife are the directors of the company. We are residing outside of India however the registered office in India and I am coming to India in the next week. I have a couple of question in regards to my co and any help would be greatly appreciated.

1. We are applying for a loan with the bank and required to submit a resolution copy. Can a resolution meting be held outside the country/? If not, can one director sign on the resolution copy?

2. To increase company’s paid up capital, can one director's signature be sufficient on the application or signature would be required by both the directors?

3. Is there any need of company seal for any of the above requirements?

Anyway, I am taking my wife's Power of attorney to act on her behalf for any company /financial/legal activities. Would the POA be sufficient for the above activities?

Please advise.

Regards

Replies (3)

Jayashree S Iyer

Company Secretary

3224 Points Posted on 28 December 2010

1) Board meeting can be held outside India. In the Board resolution you may authorise one of the Directors (you, in this case) to issue certified copy of the resolution to the Bank.

2) To increase paid up capital - I hope the increase is within the authorised share capital. If so, you have to simply get the share application from the applicants and consider allotment in the Board Meeting (which may be held abroad) and issue share certificate. Share certificate has to be signed by two directors and shall bear the common seal of the company. Form 2 need to be filed with ROC within 30 days of allotment.

3) Share certificate will bear the common seal. Some banks insist for affixing of common seal in loan documents. The Common seal of the company shall be affixed to any instrument only when it is authorised by the Board by way of a resolution. As per Table A containing regulations for managment of a company the common seal of the company shall not be affixed except in the presence of atleast two directors.

Regards.