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Req special resolution format of sec 372a

Sweta Srivastava (CS FINAL STUDENT) (127 Points)

19 September 2012

need a specimen special resolution format of sec 372A

if anyone have pls. post

Thanks.

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CS Ankur Srivastava (Company Secretary & Compliance Officer) (17848 Points)
Replied 19 September 2012

“RESOLVED THAT pursuant to the provisions of Section 372A and other applicable provisions of the Companies Act, 1956, if any, consent of the Company be and is hereby accorded to the Board of Directors of the Company to acquire, by way of subscripttion, purchase or otherwise the securities of ................, ................,........................,....................,............... and any other body corporate, as the Board may deed fit, upto the Limits of Rs. 50 Lacs notwithstanding that the aggregate amount of all investments / loans / securities / guarantees together with the proposed loan and investments will exceed 60% of aggregate of paid- up capital and free reserves of the Company.”

“RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do, from time to time, all such acts, deeds and things as may be necessary, expedient and desirable in respect of the above investments including the time, the amount and other terms and conditions of investments and varying the same through transfer, sale, disinvestments or otherwise either in part or in full as they may, in their absolute discretion, deem necessary.”

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CS RAJESH C.CHOUDHARY (ASSISTANT MANAGER) (14607 Points)
Replied 20 September 2012

Dear Sweata,

RESOLVED THAT SUBJECT TO THE Provision of Section 372 A of the Companies Act, 1956 as amended from time to time and other applicable provisions of the Companies Act, consent of the shareholders be and are hereby accorded to the Company to make any loans or inter corporate loans, Investments and to give any guarantees or to provide security in connection with a loan --------------- Crores notwithstanding that such investments, outstanding loan given or to be given and guarantees & security provided are in excess of 60 percent of the Paid Up Share Capital and Free Reserves of the Company or 100 percent of the Free Reserves of the Company, which ever is more, as prescribed under Section 372A, as detailed in the attached Explanatory Statement, as they in their absolute discretion deem beneficial and in the interest of the Company.

FURTHER RESOLVED that the Board of Directors (or a Committee formed by them for this purpose), be and are hereby authorized to discuss, negotiate and finalize the terms and conditions of the proposed loans, Inter corporate loans, investment/lending or giving guarantees which they may deem fit in the interests of the Company

Regards,

RAJESH CHOUDHARY

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