Srikanth (Manager - Accounts) (74 Points)
30 December 2010Can any one of you please give me a sample board resolution for a public company which invests in a private limited company (Sec 372A limit not exceeded) and also authorising two directors to be nominee directors to represent the company.
Syam kamal
(Company Secretary)
(156 Points)
Replied 30 December 2010
“RESOLVED THAT pursuant to Section 292 (1) (d), Section 372A and other applicable provisions, if any, of the Companies Act, 1956, consent of the Board be and is hereby given for subscribing shares of ABC Pvt Ltd up to a sum of Rs. ---- crores.”
“RESOLVED FURTHER THAT Mr. X, & Mr. Y Directors be and are hereby severally authorized to do all such acts, deeds and things as may be necessary for giving effect to the above resolution.”
Srikanth
(Manager - Accounts)
(74 Points)
Replied 30 December 2010
Thank you very much Mr. Syam Kamal. Will there be any change in the second para of the resolution you suggested, if these directors are going to be in the Board of Directors of the private company in which the investment is made.
Syam kamal
(Company Secretary)
(156 Points)
Replied 30 December 2010
It is just a usual practice to authorize the directors but not necessarily to do so. Company can authorized any officer to apply for the shares of the company. No need for any change assuming that two directors are not presently the directors of the private company, but if both companies have common directors at the time of Board Meeting of the public company, they have to disclose their interest and their presence will not be counted for quorum.
Members… correct me if I am wrong…
Ajay Mishra
(Company Secretary)
(74332 Points)
Replied 31 December 2010
Hi
Following link will help you:
https://ourprofessionalteam.com/index.php?option=com_oscontent&view=section&id=31&Itemid=63
Regards
Srikanth
(Manager - Accounts)
(74 Points)
Replied 31 December 2010
Thank you very much Mr. Ajay. The link is very useful.
Syam kamal
(Company Secretary)
(156 Points)
Replied 31 December 2010
Added to my favorites....really helpful for all the company secretaries.....
Thank you very much for sharing that link sir.....
Chirag
(CA)
(33 Points)
Replied 08 January 2011
THANKS
Jayashree S Iyer
(Company Secretary)
(3224 Points)
Replied 10 January 2011
Thanks Ajay. A very useful site.
https://ourprofessionalteam.com/index.php?option=com_oscontent&view=section&id=31&Itemid=63
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