1) Appointment of Cost Auditor:
Kind of Meeting : Board Meeting
Type of Resolution : Resolution with simple majority
“ RESOLVED that subject to the approval of the Central Government, pursuant to
Section 233B of the Companies Act 1956, ..………………… Cost Accountants be appointed
Cost Auditor for auditing the company’s cost accounting records for the
financial year ………… on a remuneration of Rs …………”
2) Appointment of First Auditors:
Kind of Meeting : Board Meeting
Type of Resolution : Resolution with simple majority
“ RESOLVED that M/s ……………. be and are hereby appointed auditors of the company
to hold office till the conclusion of the first Annual General Meeting at a
remuneration of Rs …………”
3) Adoption of common seal:
Kind of Meeting: Board Meeting
Type of Resolution: Resolution by simple majority
“RESOLVED that the proposed common seal of the company submitted to the
meeting, be and is hereby adopted as the common seal of the company and that
the common seal be kept in the custody of Shri……...
secretary of the company.”
4) Approving report of the board u/s.217:
Kind of Meeting: Board Meeting
Type of Resolution: Resolution with simple majority
“ RESOLVED that the report of the Board of Directors for the year ended ………..
as per draft placed before the board and initialed by the Chairman be and is
hereby approved and the Chairman be and is hereby authorized to sign the report
on behalf of the Board for issuing it to members along with the other
documents.”
5) Appointment of a whole-time Company Secretary:
Kind of Meeting: Board Meeting
Type of Resolution: Resolution with simple majority
“ RESOLVED that Mr. ……………… who possesses the required qualifications under the
Companies (Appointment and Qualification of Secretary) Rules 1988 be and is
hereby appointed as a secretary on the terms and conditions contained in the
draft letter of appointment, a copy of which duly initialed by the chairman for
the purpose of identification was tabled and approved at the meeting.”
6) Appoint a person as an auditor, other than the retiring auditor:
Kind of Meeting: General Meeting
Type of Resolution: Ordinary Resolution (special notice is required for the
resolution)
“ RESOLVED that pursuant to the provisions of Section 225 of the Companies Act
1956 M/s …………… Chartered Accountants of …………. be and are hereby appointed
auditors of the company in place of retiring auditors M/s ……………. to hold office
from the conclusion of the AGM until the conclusion of the next AGM at a
remuneration of Rs. ………. plus out of pocket expenses .”
7) Shifting of Registered office from one state to another:
Kind of Meeting: General Meeting
Type of Resolution: Special Resolution
“ RESOLVED that pursuant to Section 17 of the Companies Act 1956 and subject to
the confirmation of the Company Law Board, the registered office of the company
be shifted from ……………. to ……………… and that the existing clause II in the
Memorandum of Association of the company be altered accordingly.”
8) Change the name of the Company:
Kind of Meeting: General Meeting
Type of Resolution: Special Resolution
“ RESOLVED that pursuant to provisions of Section 21 of the Companies Act 1956
and subject to the approval of the Central Government the name of the company
be changed from .……………..… to ……………………”
9) Employing a director’s relative:
Kind of Meeting: General Meeting
Type of Resolution: Special Resolution
“ RESOLVED pursuant to Section 314(I-B) of the Companies Act 1956 and subject
to prior approval of the Central Government that Mr………….. a relative of Mr.…………
a director of the company, be appointed as General Manager (Production) of the
company at a monthly remuneration of Rs………….”
“ Further resolved that the remuneration payable to Mr…………. as aforesaid will
be subject to such modification as may be required by the Central Government
and acceptable to the Board of Directors and Mr…………”
10) Commence new business:
Kind of Meeting: General Meeting
Type of Resolution: Special Resolution
“ RESOLVED that pursuant to Section 149(2A) of the Companies Act 1956 approval
be and is hereby given to the commencement by the company of all or any of the
business specified in clause ….. of the object clause ….. of the Memorandum of
Association of the company.”
11) Increase in the Authorised share capital of the company:
Kind of Meeting: General Meeting
Type of Resolution: Ordinary Resolution
“ RESOLVED that pursuant 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 ………….. to Rs………… divided into ………… equity shares of Rs
…….each by creation of ………….new equity shares of Rs …….. each ranking pari
passu with the existing shares of the company.”
12) Adoption of Annual Accounts:
Kind of Meeting: Annual General Meeting (AGM)
Type of Resolution: Ordinary Resolution
“ RESOLVED that the director’s report, audited balance sheet as on …………… and
profit and loss account for the year ended ………….and auditor’s report thereon be
and the same are hereby received, considered and adopted.”
13) Opening a branch office of the Company:
Kind of Meeting: Board Meeting
Type of Resolution : Resolution with simple majority
“ RESOLVED that a branch office of the company be opened at
..................... which shall start functioning from .............. and
Shri........................ Managing Director of the Company be and is hereby
authorised to appoint a Manager to look after setting up of the branch office
and to manage day-to-day affairs of the said branch.”
14) Appointment of additional director:
Kind of Meeting: Board Meeting
Type of Resolution: Resolution by simple majority
“ RESOLVED that pursuant to Section 260 of the Companies Act, 1956 and Article
No..... of the Articles of Association of the Company, Mr...... be and is
hereby appointed as Additional Director of the Company.”
15) Declare a dividend:
Kind of Meeting: Annual General Meeting
Type of Resolution: Ordinary Resolution
“ RESOLVED that the dividend for the year ended ....................... at the
rate of Rs.... per share on the amount paid up on the equity capital of the
company subject to deduction of tax at source be and is hereby declared for
payment to those whose names appeared on the Register of Members as on the date
of annual general meeting.”
1
Revaluation of fixed Assets:
“RESOLVED that the revaluation of fixed assets comprising land and building of
the company as at 31st March, 2000 done for the first time since their
acquisition and construction over ten years as per the revaluation report dated
2nd June, 2001 of M/s.ABC & Company, approved Engineers, Valuers &
Architects of New Delhi which was laid on the table, intialled by the Chairman
of the meeting for the purposes of identification and of which requisite
details are furnished herein under, be and is hereby approved:
Particulars of Fixed Assets Present Book Revalued as on Amount of
Value as at 31.3.2000 Appreciation
31.3.2000
(Rs.) (Rs.) (Rs.)
1. Land at Dag No.545
At VIII, Pw, Rajgarhad
Measuring 11.3 acres 10,50,000 78,00,000 67,50,000
2. Factory Building covering
13,000 sq. meters on
above land 35,00,000 1,25,00,000 90,00,000
1,57,50,000
RESOLVED FURTHER that the appreciation on revaluation over book-value as above
transferred to “Capital Reserve Account”.
2. Exercise of lien on shares:
“RESOLVED that pursuant to Article............of the Articles of Association of
the company the right of lien on partly paid 100 equity shares numbers
.............. to.............. both inclusive, held and registered in the name
of Ms. AB and comprised in Share Certificate No................. be exercised
by the Company for non-payment of the final call of Rs.25 per share made on
......... 2000 and payable on or before........2001.”
RESOLVED FURTHER that the dividends payable on such shares be retained by the
Company and applied towards the amount so outstanding and that the Secretary be
and is hereby advised to send necessary notice of exercise of lien to Ms. AB
and secure possession of the aforesaid share certificate for keeping in the
custody of the Company until the amount outstanding on a account of the final
call be paid and be credited as paid-up.”
3. Appointment of a person as a managing director, who is already a managing
director in two other companies:
“RESOLVED that pursuant to the provisions of Sections 269, 309, 311, 316 and
other applicable provisions, if any of the Companies Act, 1956 and subject to
the approval of the company in general meeting and of the Central Government,
Shri. XY, who is already the Managing Director of PQ Limited and BCD Limited,
be and is hereby appointed as the Managing Director of the company for a period
of 5 years from June 1, 2000, with the consent of all the Directors present at
the meeting, of which the resolution to be moved thereat the specific notice
was given to all the Directors, on the terms and conditions contained in the
draft agreement tabled and initialled by the Chairman for identification.
RESOLVED FURTHER that Shri A & Shri B, Directors of the company be and are
hereby authorised to execute the said agreement subject to such modifications
as may be made by the Central Government.”.
4. Amalgamation of subsidiary with the holding company:
“RESOLVED –
i) That the draft scheme of amalgamation of ABC Ltd., a subsidiary of the
company, with the company be and is hereby approved.
ii) That Shri. X, Managing Director and Sri. Y, Company Secretary be and are
hereby severally authorised to take such action as may be considered necessary
or expedient to obtain the approval and to carry into effect the terms of
scheme of amalgamation as approved by the High Court.
iii) That the said Shri. X, Managing Director and Shri. Y, Company Secretary be
and are herby authorised severally to sign all papers and/or other documents
and swear affidavits which are required for carrying into effect the said
scheme of amalgamation.”
5. Approving advertisement for public deposit:
“RESOLVED that the company do invite and accept deposits from public within the
limits prescribed under Rule 3 of Companies (Acceptance of Deposit) Rules 1975,
on the basis of its audited accounts for the year ended.............as under:
a. Upto Rs. ......... from shareholders being 10% of its paid-up capital and
free reserves, and
b. Upto Rs. ......... from public being 25% of the said capital and free
reserves.
At rates of interest indicated against each scheme incorporated on the terms
and conditions and that the draft application form with rules and conditions
laid on the table of the Board, duly initialed by the Chairman, be and is
hereby approved.”
“RESOLVED FURTHER that the text of advertisement placed at the meeting be and
is hereby approved and the Company Secretary be and is hereby authorised to
file the advertisement duly signed by a majority of the Directors with the
Registrar of Companies as required under the Rules and publish the same in two
newspapers as prescribed.”
“RESOLVED FURTHER that Mr. ............... and Mr. ................ be
severally authorised to sign and issue the Deposit receipts by the due date.”
6. Approving scheme of arrangement:
“RESOLVED that in the light of the discussion which Mr........... Managing
Director of the company had with his counterpart in ........ co. Ltd.,
(hereinafter called ‘transferor company’), the approval of the Board be and is
hereby accorded pursuant to the provisions of Section 391 and other applicable
provisions of the Companies Act, 1956 to the scheme of arrangement between the
transferor company and the company.”
“RESOLVED FURTHER that the draft scheme of arrangement submitted to this
meeting and initialed by the Chairman for identification, be and is hereby
approved and that Mr. ............ Managing Director, be requested to forward a
copy thereof to the transferor company for taking the approval of its Board of
Directors thereon.”
“RESOLVED FURTHER that Mr. ........., Managing Director and Mr. ........,
Secretary, be and are hereby authorised severally to move the necessary
application in the High Court at .......... after the Board of the transferor
company has accorded approval to the draft scheme and to take such further
actions as are required in the matter.
“RESOLVED FURTHER that Mr. ........., Advocate, be and is hereby authorised to
appear before the Court on behalf of the company in respect of company’s
application referred to above.”
7. Constitution of Audit Committee:
“RESOLVED that Shri B, Shri P and Shri G, Directors do constitute Audit
Committee of the Board.”
“RESOLVED FURTHER that the aforesaid committee be and is hereby authorised to
supervise, guide and review the accounting and financial statements, the
internal control systems, suggest improvements/changes in financial and
accounting policies and practices of the company, ensuring compliance with
accounting standards, compliance with stock exchange and legal requirements
concerning financial statements as also recommending appointment and removal of
external auditor.”
“RESOLVED FURTHER that the members of the committee shall elect a Chairman from
amongst themselves.”
“RESOLVED FURTHER that Shri K, the Company Secretary of the company shall act
as Secretary of the Committee.”
8. Taking on record unaudited half yearly results:
“RESOLVED that the unaudited results of the company for the half year ending
30th September 20.... be and hereby are taken on record. Shri ABC, Managing
Director and Shri PQR, Finance Director, be and are hereby severally authorised
to sign the same and Shri MNO, Company Secretary be and is hereby directed to notify
the Stock Exchange and issue necessary advertisement of unaudited half yearly
results in one issue of ..........English and .............(Regional language)
as required under clause 41 of listing agreement.”
9. Delegating power to managing director to invest surplus funds:
“RESOLVED that Shri..................., Managing Director, be and is hereby
authorized to make investments in bonds and debentures of Financial
Corporations in such a way that the surplus funds of the company may be
beneficially utilized and the said investments may be disposed off as and when
necessary and that such investments shall not exceed the aggregate value of Rs
.................... at any time provided that no investments should be made by
the Managing Director in shares of companies coming within the purview of
Section 372 of the Companies Act, 1956.
RESOLVED FURTHER that the Managing Director be and is hereby authorized to sign
the applications and receive moneys in respect of the said investment and
furnish receipts and further, to sign papers to dispose off the investments by
sale as and when necesary.”
10. Constituting a share transfer committee:
“RESOLVED that a Committee of Directors named Share Transfer Committee,
consisting of Shri..............., Shri.................. , and
Shri................... be and is hereby constituted to approve of registration
of transfer of shares received by the company and to carry out the following:-
1. To approve and register transfer/transmission of shares.
2. To sub-divide, consolidate and issue share certificates.
3. To authorize affixation of common seal of the company.
4. To issue share certificates in place of those which are damaged or in which
the pages are completely exhausted provided the original certificates are
surrendered to the company.
RESOLVED that two directors should form the quorum for a meeting of the said
Committee.”
: Authority to directors to borrow in excess of paid
up capital and free reserves vide sec.293(1)(d):
General meeting
Ordinary resolution (special resolution is usually preferred)
“Resolved that the consent of the company be and is hereby accorded under the
provisions of section 293(1)(d) of the Companies Act 1956 to the board of
directors of the company to borrow for the purpose of business of the company
notwithstanding that the moneys already borrowed together with moneys borrowed
by the company (apart from temporary loans obtained from the company’s bankers
in the ordinary course of business) will exceed the aggregate of paid up
capital and free reserves (not set apart for any specific purpose), provided
that the total amount up to which moneys may be borrowed by the board of
directors shall not exceed Rs……./(amount in words) at any time.”
Can be made as a separate part – Resolved further that….
Authority to directors to dispose of assets vide sec.293(1)(a):
General meeting
Ordinary resolution
“Resolved that pursuant to section 293(1)(a) of the Companies Act 1956 and
subject to such approvals as may be necessary, the consent of the company be
and is hereby accorded to the board of directors to sell/lease/transfer/dispose
of the whole or part of the company’s undertakings (specify the details of
asset and location), on such terms and condition as the board may decide in the
interest of the Company.”
Employing a director’s relative:
Kind of Meeting: General Meeting
Type of Resolution: Special Resolution
“ RESOLVED pursuant to Section 314(I-B) of the Companies Act 1956 and subject
to prior approval of the Central Government that Mr………….. a relative of Mr.…………
a director of the company, be appointed as General Manager (Production) of the
company at a monthly remuneration of Rs………….”
“ Further resolved that the remuneration payable to Mr…………. as aforesaid will
be subject to such modification as may be required by the Central Government
and acceptable to the Board of Directors and Mr…………”
Buy Back of Shares:
General Meeting
Special Resolution
“Resolved that pursuant to section 77A of the Companies Act 1956 and SEBI (Buy
Back of Securities) Regulations 1998, approval be and is hereby accorded for
the buy back of ………..equity shares of Rs….each aggregating to Rs……..out of free
reserves of the company on the terms and conditions set out in the scheme of
Buy Back.”
Terms and conditions can be said here also – point by point (separately)
“Resolved further that board of directors/company secretary of the company be
and are hereby authorized to do all such acts, execute documents, sign as
suggested by such statutory authorities, in order to give effect to the said
buy back.” EXPLANATORY STATEMENT
Law Relating to Explanatory Statement:
Section 173 EXPLANATORY STATEMENT TO BE ANNEXED TO NOTICE
(1) For the purposes of this section--
(a) in the case of an annual general meeting, all business to be transacted at
the meeting shall be deemed special, with the exception of business relating to
(i) the consideration of the accounts, balance sheet and the reports of the
board of directors and auditors, (ii) the declaration of a dividend, (iii) the
appointment of directors in the place of those retiring, and (iv) the
appointment of, and the fixing of remuneration of the auditors; and
(b) in the case of any other meeting, all business shall be deemed special.
(2) where any items of business to be transacted at the meeting are deemed to
be special as aforesaid, there shall be annexed to the notice of the meeting a
statement setting out all material facts concerning each such item of business,
including in particular (the nature of the concern or interest), if any,
therein, of every director and the manager, if any:
Provided that where any item of special business as aforesaid to be transacted
at a meeting of a company relates to, or affects, any other company, the extent
of share holding interest in that other company of every director and the
manager, if any, of the first mentioned company shall also be setout in the
statement if the extent of such share holding interest is not less than 20% of
the paid up share capital of that other company.
(3) where any item of business consists of the according of approval to any
document by the meeting, the time and place where the document can be inspected
shall be specified in the statement aforesaid.
Note:
As you may aware from the legal note above, that every special business
resolution must have an explanatory statement annexed thereto.
It is just an explanation of the intended resolution. It explains the
resolution in more detail. The format of drafting explanatory statement is
stated below:
1. The background of the concerned resolution. For eg: Vide board decision
dated…………
2. General scenario which made the resolution necessary. For eg: change of name
– the business income mainly fetch from the new business, suggested by the
altered name.
3. At the concluding part vide sec.173(2) the note regarding interest of
directors of the company in the following format:
“ None of the directors are interested or concerned in the resolution…….”
TEXT
OF THE POSTAL BALLOT FORM
XYZ LIMITED
Registered Office
Postal Ballot Form
1. Name(s) of shareholder(s) : ……………………………. (in block letters)
(including joint holders, if any) : …………………………….
2. Registered address of the sole/first : ……………………………. named shareholder
3. Registered folio No./DP ID No./Client : ……………………………. ID No.* (* Applicable
to investors holding shares in dematerialized form)
4. Number of shares held : …………………………….
5. I/We hereby exercise my/our vote in respect of the ordinary/special
resolution to be passed through postal ballot for the business stated in the
notice of the company by sending my/our assent or dissent to the said
resolution by placing the tick (9) mark at the appropriate box below.
Item No. No. of shares I/We assent to I/We dissent to the the resolution
resolution
Place:
Date:
(Signature of the shareholder)
Instructions:—
1. A member desiring to exercise vote by postal ballot may complete this Postal
Ballot Form and send it to the company in the attached self-addressed envelope.
Postage will be borne and paid by the company. However, envelopes containing
postal ballots, if sent by courier at the expenses of the registered
shareholder will also be accepted.
2. The self-addressed envelope bears the address of the scrutiniser appointed
by the Board of directors of the company.
3. This form should be completed and signed by the shareholder. In case of
joint holding, this form should be completed and signed (as per the specimen
signature registered with the company) by the first named shareholder and in
his absence, by the next named shareholder.
4. Unsigned Postal Ballot Form will be rejected.
5. Duly completed Postal Ballot Form should reach the company not later than
the close of working hours on ….......... (day) …............ (date). Postal
Ballot Form received after this date will be strictly treated as if the reply
from the member has not been received.
6. Voting rights shall be reckoned on the paid up value of shares registered in
the name of the shareholders on the date of despatch of the notice.
Specimen of Board resolutions which can be
p_______________s by circulation
I.
Opening a current account with a Bank
RESOLVED:—
(a) THAT a Current Banking Account in the name and style of
`_______________________ Current Account No. I be opened with the
_______________ Bank Ltd., _______________ Br_______________h, _______________
(M.P.) and Shri _______________, the Managing Director of the Company be and is
hereby authorised to sign the necessary forms and documents therefore.
(b) AND THAT the Bank be instructed to honour all cheques, promissory notes,
and other orders drawn by and all bills accepted on behalf of the Company
whether such account be in credit or overdrawn and to accept and credit to the
account of the Company all moneys deposited with or owing by the bank on any
account or accounts at any time or times kept or to be kept in the name of the
Company and the amount of all cheques, notes, bills, other negotiable
instruments, orders or receipt provided they are endorsed/signed by Shri
_______________, the Managing Director of the Company and such signature(s)
shall be sufficient authority to bind the Company in all transactions between
the Bank and the Company including those specifically referred to herein.
(c) AND THAT Shri _______________, the Managing Director of the Company be and
is hereby authorised to acknowledge all types of debts on behalf of the
Company.
(d) AND THAT the bank be furnished with a copy of its Memorandum and Articles
of _______________sociation and specimen signature of Shri _______________, the
Managing Director of the Company be furnished to the Bank.
(e) AND THAT a copy of any resolution of the Board if purporting to be
certified _______________ a correct by the Chairman of the meeting be furnished
to the Bank which will be conclusive evidence of the p_______________sing of
the resolution so certified and this resolution be communicated to the bank by
Shri _______________, the Managing Director of the Company and remain will in
force until notice in writing of its withdrawal or c_______________ellation is
given to the bank by the Company.
II.
Authority to deal with the Central Excise Department
RESOLVED THAT Shri _______________, General Manager (Fin_______________e) of
the Company be and is hereby authorised to deal with the various matters
including authentication and signing of the Invoices cum gate
p_______________s, challans, statements, returns, declarations,
bon_______________, etc. and to appear before the authorities of the Central
Excise to represent the Company and to do all such acts, dee_______________ and
things _______________ may be required from time to time for and on behalf of
the Company.
FURTHER RESOLVED THAT the above said resolution be submitted to the Central
Excise Department alongwith the specimen signatures of Shri _______________
duly attested by Shri _______________, the Managing Director to accept the
authorisation of the Board.
III.
Authority to deal in the court c_______________es/matters for
and on behalf of the Company
RESOLVED THAT consent of the Board of Directors of the Company be and is hereby
accorded to file FIR u/s 138 of the Negotiable Instrument Act and to file
criminal/civil suits before the Ist Cl_______________s Chief Judicial
Magistrate, _______________ against Shri _______________, the Proprietor of M/s
_______________ Enterprises, Tenk_______________hi (T.N.).
FURTHER RESOLVED THAT _______________, Director of the Company be and is hereby
authorised to file and/or to defend the suits/c_______________es under any laws
of the land of the Country before the competent Court, Tribunal, authorities or
forum for and on behalf of the Company from time to time.
FURTHER RESOLVED THAT _______________ be and is hereby authorised to engage any
advocate/solicitors/consultants and to submit Vakalatnama, statements,
documents, evidences, declarations, etc. before the appropriate
authorities/court and/or the Police Authorities for and on behalf of the
Company and to enter into any compromise, settlement of c_______________e
_______________ they may consider appropriate in the interest of the Company
from time to time.
IV.
Confirmation of the authority to sign the Demat application forms on behalf of
the Company
RESOLVED THAT Shri _______________, the Director of the Company be and
is hereby authorised to sign the required DRF and/or any documents/forms for
dematerialization of the Equity Shares held in the _______________Ltd. which
are kept in physical form.
FURTHER RESOLVED THAT the specimen signatures of Shri _______________, Director
of the Company alongwith the certified copy of the aforesaid resolution be
communicated to all the concerning authority to process for Demat of the shares
and to act upon the instructions _______________ may be given by him and
further authorised to do all such dee_______________, act and things which are
necessary for conversion of such shares into Demat.
V. Authority to operate Demat Account
RESOLVED THAT the consent of the Board of Directors of the Company be and is
hereby granted to open and operate a D-mat account in the name of the Company
with _______________, _______________ and Shri _______________, Chairman and/or
Shri _______________, Director of the Company be and is hereby severally
authorized to sign and submit the application form for that purposes and to
comply with all the formalities _______________ may be required for and on
behalf of the Company.
RESOLVED FURTHER THAT M/s _______________ be and is hereby authorised to act
upon the instructions _______________ may be given by the above said
signatories severally relating to the D-mat account and to accept all the D-mat
delivery instructions, etc. from time to time.
RESOLVED FURTHER THAT a certified copy of the above said resolution together
with the copy of the Memorandum and specimen signatures of the above said
signatories be furnished to the DP by Shri _______________, Chairman of the
Company.
VI. Delegation of Power of Attorney
RESOLVED THAT Shri _______________, the Chief Executive Officer of the Company
be and is hereby appointed to be the attorney of the Company for such purposes
and with such powers, authorities and discretions _______________ embodied in
the draft power of attorney, a copy of which is submitted to this meeting and
for the purpose of identification initialled by the Chairman.
RESOLVED FURTHER THAT Shri _______________and Shri _______________, the
Directors of the Company be and are hereby authorised to execute the said power
of attorney on behalf of the Company in favour of Shri _______________ and that
the common seal of the Company be affixed thereto in their presence.
VII. Maintain of books at a place other than the registered office
RESOLVED THAT the books of account of the Company be maintained at Company's
Corporate office at _________________, _______________ (M.P.) and that
______________________________wal, Company Secretary of the Company be and is
hereby authorised to notify the said decision to the Registrar of Companies,
Madhya Pradesh at Gwalior in the prescribed e-Form 23AA.
VIII. Indemnity bond in favour of steamer agents/port commissioners
RESOLVED THAT the under-noted persons be and are hereby
authorised jointly and severally to execute for and on behalf of the company
indemnity bon_______________ to Steamer Agents/Port Commissioners in
consideration of their agreements to deliver consignments to the company
pending subsequent production of the Bills of Lading by the company:—
Shri ABC
Shri XYZ
IX. Authority under Drugs & Cosmetics Act
RESOLVED THAT the Board of Directors of the Company do hereby
severally authorise the following officers of the Company to comply with the
requirements of section 34 of Drugs and Cosmetic Act, 1940 and all other
sections, rules and regulations _______________ may be applicable to the
Company in connection with the Company's manufacturing activities of all types
of Ayurvedic Products from time to time.
1. Shri _____________: Chemist
2. Shri _____________: Manager Quality
3. Shri ______________: Manager Quality Control
4. Shri +_______________: _______________stt. Manager
RESOLVED FURTHER THAT the above said officers of the Company shall be jointly
and/or severally responsible for the Company and the concerning Govt.
Department for comply with all the requirements of the above said Act
_______________ may be applicable from time to time.
RESOLVED FURTHER THAT a certified copy of the above said resolution be
submitted by the Chairman of the Company to the concerning department to act
upon it.
X. Authority to transact Custom House Business
RESOLVED THAT any one of the following representatives be and
is hereby authorised to transact Customs House Business e.g.:
(1) to sign customs documents such _______________ bills of entry, shipping
bills;
(2) to sign manifests, refund orders or drawback bills;
(3) to receive money or grant receipts; and
(4) to execute Bon_______________ of Guarantees on behalf of the company in
respect of goo_______________ imported by the company.
XI. Authority to avail capital subsidy inventive
RESOLVED THAT Ms. _______________, Director of the Company, be and is hereby
authorised to file any document/affidavit or give any undertaking for filing
the claim and receiving the money from the Government with respect to capital
subsidy under modernisation and/or technology upgradation incentive applicable
to us _______________ per M.P. Industrial Policy, 2006, in the office of the
General Manager, District Industries Centre and the Director of industries,
Punjab, Chandigarh, for and on behalf of the Company to conduct Enquiry, make
application(s) to the above office for the development of the industrial unit.
RESOLVED FURTHER THAT Ms. _______________ be and is hereby further authorised
to receive the investment incentive of Rs.___________ (Rupees ____________________
only) from the bank/fin_______________ial institution Department of Industries
and to issue the actual payees receipt at the time of disbursement of incentive
amount after the execution of the deed and to do all acts, dee_______________
and the things whatsoever he may deem fit, proper and advisable.
RESOLVED FURTHER THAT Ms. _______________ will be the authorised signatory of
the Company with regard to all matters pertaining to or arising out of the
availment of incentives and all the acts, dee_______________ and things done by
him shall be binding on the Company.
Matters which may be approved by company in a general
meeting by way of ordinary resolution
Sl. No. Section Matters which may be approved by
Ordinary Resolution
1. 22 Rectification of name of company which resembles the name of another
existing company.
Sl. No. Section Matters which may be approved by Ordinary Resolution
2. 61 Variation of contract stated in the prospectus or statement in lieu of
prospectus.
3. 79 Issue of shares at a discount specifying the maximum rate, subject to
sanction of Central Government.
4. 94(2) & 86* Alteration of share capital by increasing authorised
capital, sub-division of individual shares and consolidation of individual
shares into shares of larger amount.
5. 98 Increase nominal amount of capital by an unlimited company
6. 121 Reissue redeemed debentures.
5. 149(2B) Commencement of new business where a special resolution could not be
passed.
6. 165 Approval of statutory report.
7. 205 Declaration of dividend.
8. 210 Adoption of annual accounts and directors' report.
9. 214 Authorising representatives of holding company to inspect books of a
subsidiary.
10. 224(1) Appointment of retiring auditors.
11. 224(2) Appointment of an auditor, other than retiring auditor or a
resolution that retiring auditor shall not be reappointed.
12. 224(5) proviso (a) To remove an auditor and appoint another auditor in his
place.
13. 224(6) Filling of casual vacancy caused by resignation of auditor.
14. 228(3)(a) Audit of accounts of a branch office other than by company's
auditors.
15. 255 Appointment of first directors in default of provision in the Articles.
16. 256 Appointment of directors retiring by rotation at an annual general
meeting.
17. 257 Appointment of a director who is not a retiring director proposed by
notice from a member.
18. 258 Subject to the provisions of sections 252, 255 and 259, to increase or
reduce the number of directors of the company within the limits fixed by its
articles.
19. 269 Appointment/re-appointment of managing/whole-time director.
20. 284(1) Removal of a director by special notice.
21. 284(2) Appointment of a director in place of one removed.
22. 292(5) Impose restrictions and conditions on the exercise by the board of
directors of any of the powers specified in section 292(1).
23. 293(l)(a)* Authority to the Board to dispose of the whole or substantially
the whole of the undertaking.
24. 293(l)(b) Authority to give time to make repayment of any sum due from a
director.
25. 293(l)(c) Investment of compensation received from the Government otherwise
than in trust securities.
26. 293(l)(d) Authority to the Board to borrow money in excess of paid up
capital and free reserves.
27. 293(l)(e) Consent to make contribution in a year in excess of Rs. 50,000 or
5 per cent of the net profits of the company, whichever is greater, to funds
not relating to the business or welfare of the employees of the company
Sl. No. Section Matters which may be approved by Ordinary Resolution
28. 294(2) Approval for appointment of Sole Selling Agents made by the Board.
29. 309(1) & Schedule XIII Remuneration to a director for technical
services.
30. 313(1) Appointment of an alternate director in case there is no provision
in the Articles.
31. 484(l)(a) Winding up voluntarily the affairs of the company.
32. 490(1) Appointment of liquidators in voluntary winding up.
33. 491 Continuance of powers of Board.
34. 492 Filling up vacancy in the office of liquidator.
35. 500/503 Appointment of committee of inspection.
Provisions for Producer Companies
35 581C(4) Reimbursement to promoters of Producer Company, all direct costs
associated with the promotion and registration of the company including
registration, legal fees, printing of a memorandum and articles and the payment
thereof, at its first general meeting.
36 581E(3) Distribution of surplus, if any, amongst the members of producer
company, as patronage bonus, in proportion to their participation in the
business of the producer company, either in cash or by way of allotment of
equity shares, or both, as may be decided by the members at general meeting.
37 581P(5) appointment of directors of a producer company.
38. 581S(1) To give consent to the Board of directors of a Producer Company to
exercise following powers on behalf of that company:
approval of budget and adoption of annual accounts of the Producer Company;
approval of patronage bonus;
issue of bonus shares;
declaration of limited return and decision on the distribution of patronage;
specify the conditions and limits of loans that may be given by the Board to
any director; and
approval of any transaction of the nature as is to be reserved in the articles
for approval by the Members.
39. 581ZA(3) Adoption of articles of producer company;
Appointment of Board of directors of producer company.
40. 581ZJ Issue of bonus shares by a producer company.
41. 581ZK fany loan or advance to any director or his relative.
42. 581ZN(1) to transfer its assets and liabilities, in whole or in part, to
any other Producer Company, which agrees to such transfer by a resolution
passed at its general meeting, for any of the objects specified in section
581B;
divide itself into two or more new Producer Companies.
43. 581ZN(2) to amalgamate with other producer company(ies) and form a new
producer company;
to merge one producer company with another producer company.
44. 581ZS on of producer company to inter-State co-operative society.
Sl. No. Section Matters which may be approved by
Special Resolution
1. 17* Alteration of object clause of the Memorandum
of Association for doing a new business to enable the company to carry on its
business in the manner envisaged in sub-section (1).
2. 17 Change of the registered office outside the limit of the city/place where
the registered office of a company is situated.
3. 21 Change of name of company other than deletion or addition of the word
"Private" with the approval of the Central Government.
4. 25(3) Change of name by deletion of "Limited" or "Private
Limited" with the approval of the Central Government.
5. 31* Alteration to the provisions of Articles including conversion of a
public company into private limited which also requires approval of the Central
Government.
6. 77A* Authorising the company to buy-back its securities.
7. 79A Issue of sweat equity shares.
8. 81(1A) Issue of further shares to persons other than existing members
(including issue to some members).
9. 81(3) Issue of debentures and raising of loans containing a term for conversion
into equity shares.
10. 99 Making any portion of share capital to be not called up except in
winding up.
11. 100 Reduction of share capital so as to reduce the liability of any portion
of share not called up; cancel any portion of paid-up capital and return of
paid up amount.
12. 106 Variation of rights of special classes of shares by the class of
shareholders.
Sl. No. Section Matters which may be approved by Special Resolution
13. 146(2)* Changing the registered office outside the local limits of the
existing location.
14. 149(2A) Commencement of a new business relating to any of the
"other" objects in the memorandum of a company formed after
15-10-1965 or any object in relation to a company formed prior to that date.
15. 163 Keeping of register of members, register of debentureholders, the
indexes and copies of annual return at a place in the same city/town/village of
registered office other than the place of the registered office.
16. 208 Payment of interest on paid-up capital raised for expenses of the
construction of any work which will not be profitable for a lengthy period.
17. 224A Appointment of auditor in a company in which not less than 25 per cent
of shares are held by specified institutions.
18. 237 Request to the Central Government to appoint inspectors to inspect a
company.
19. 294AA Appointment of sole selling agent as well as sole purchasing agent by
a company having a paid up capital of Rs. 50 lakh or more.
20. 309 Alteration of Articles for payment of commission to directors.
21. 309 Payment of commission to directors.
22. 310 Payment of increased fees to directors.
23. 313 Inclusion of provision in the Articles for appointment of alternate
director.
24. 314(l)(a) Appointing a director to an office or place of profit.
25. 314(l)(b) Appointment to a place of profit in a company of a partner or
relative of a director, firm in which director or relative is a partner or a
private company in which the director first mentioned is a director or a
director or manager of that private company at a remuneration of the sum
prescribed.
26. 314(1B) Appointment to a place of profit of a partner or relative of a
director or manager, a firm in which a director, or manager or relative of
either is a partner or a private company of which a director, manager or
relative is a director or a member.
27. 323 Making the liability of any director or manager unlimited.
28. 372A* Giving loan to any other body corporate, making investment or
providing guarantee in excess of the limits specified.
29. 391(2) Approval of compromise or arrangement or amalgamation by direction
of the Tribunal.
30. 424D(3) (proviso) Preparation and sanction of schemes relating to
amalgamation bythe shareholders of the transferee company.
31. 433(a) Winding up of a company by the Tribunal.
32. 484(l)(b) Voluntary winding up.
33. 494 Power of liquidator to accept shares, etc. as consideration.
34. 512 Powers of liquidator in members voluntary winding up by passing a
special resolution in general meeting.
Sl. No. Section Matters which may be approved by Special Resolution
35. 517 Arrangement binding on the company if a special resolution is passed in
general meeting.
36. 546 In a voluntary winding up special resolution to give powers to the
liquidator.
37. 550 Authority for disposal of books and papers in voluntary winding up.
38. 579(1) To alter the form of constitution of a company registered under Part
IX of the Act.
Provisions for Producer Companies
39. 581H Alteration of object clause of the memorandum of a producer company
and alteration relating to change of registered office from one state to
another (change of registered office subject to confirmation by Central
Government).
40. 581-I Alteration of articles of a producer company
41. 581ZH Donation or subscription to any institution or individual for the
purposes of—
(a) promoting the social and economic welfare of Producer Members or producers
general public; or
(b) promoting the mutual assistance principles.
42. 581ZI Investment, in excess of thirty per cent of the aggregate of paid-up
capital and free reserves by a producer company.
43. 581ZL(6) To authorise the Board of a producer company to dispose of the
investments referred under section 581ZL(3) and (4).
- 1Appointment
of a person other than a retiring auditor at an annual general meeting.
[Section 225(1)]
2Resolution that a retiring auditor shall not be re-appointed. [Section
225(1)]
3. Appointment of first auditors at a general meeting after removal
therein. [Sections 224(5) and 225(4)]
4. Removal of a director under section 284 and appointment of a director
in his place. [Section 284]
5. Section 257 allowing a person to stand for election as director by
giving notice to the company appears to be another provision of special
notice, but this is an independent provision and not related to section
190.
6. Appointment of small shareholders' director [Section 252]
7. Nomination of auditor in place of first auditor removed at a general
meeting. As soon as nomination is received from a member nomination a
person as auditor in place of the first auditor removed, the company shall
give notice to the members not less than 14 days before the meeting. [Section
224(5) proviso]
I. Board resolution for issuance of sweat equity
shares
RESOLVED THAT subject to the authorisation by the company in general meeting
and subject to the provisions of section 79A of the Companies Act, 1956 and the
Unlisted Companies (Issue of Sweat Equity Shares) Rules, 2003, ........ number
of equity of shares of Rs. ..... be and are hereby issued at a discount of Rs. .....
per share (or for consideration other than cash for providing know-how or
making available rights in the nature of intellectual rights or value
additions, by whatever name called) ........... to ........ number of employees
including some directors, as per the statement placed before the Board duly
initialed by the Chairman for identification.
RESOLVED FURTHER THAT an Extraordinary General Meeting of the company be called
and held at ...... on ....... day of ........... at ...... for obtaining the
approval of the members for issue of the aforesaid shares (called Sweat Equity
Shares) as per the draft notice and explanatory statement placed before the
meeting duly initialed by the Chairman for identification.
RESOLVED FURTHER THAT the Company Secretary be and is hereby authorised to
issue the said notice to the members and others who are entitled for the same,
and take all necessary action in this respect.
II. General meeting resolution for issuance of sweat equity shares
RESOLVED THAT pursuant to section 79A, the Unlisted Companies (Issue of
Sweat Equity Shares) Rules, 2003 and other applicable provisions, if any, of
the Companies Act, 1956 and in accordance with Articles of Association of the
company, consent of the company be and is hereby accorded to the Board of
directors of the company for issue of ........... Sweat Equity Shares at Rs.
......... per share (Market price Rs. ....... as on ........) (or for
consideration other than cash for providing know-how or making available rights
in the nature of intellectual rights or value additions, by whatever name
called) to the employees and directors of the company as specified below. [give
details of class of employees/directors to whom the shares are to be issued and
the consideration for issue of such shares]
RESOLVED FURTHER THAT the Board of directors while issuing the said Sweat
Equity Shares do ensure compliance with the guidelines prescribed by the
Central Government.
RESOLVED FURTHER THAT the Board of directors do take all necessary actions in
this respect to give effect to this Resolution.
Explanatory statement
Section 79A of the Companies Act, 1956 and the Unlisted Companies (Issue of
Sweat Equity Shares) Rules, 2003 authorises a company to issue Sweat Equity
Shares to its employees and directors. This is to enable to help the companies
to reward their employees who have contributed for the growth and making
available rights in the nature (intellectual property rights or value
additions, by whatever name called).
The Board of directors has accordingly decided to issue such shares to the
following class of employees/directors for their contribution to the company
[give details] ...............
The company has complied with the conditions specified in section 79A of the
Companies Act, 1956 and the Unlisted Companies (Issue of Sweat Equity Shares)
Rules, 2003.
Your directors recommend to pass the special resolution as set out in the
notice of the meeting.
Shri ............., Shri ................ and Shri .........., directors are
concerned or interested in this resolution in respect of the Sweat Equity
Shares that may be issued to them. No other director is interested or concerned
in this resolution.
Specimen of Resolutions
I. Specimen of Board Resolution for redemption of
Preference Shares
RESOLVED THAT pursuant to the provisions of section 80 of the Companies Act,
1956 1,00,000 12% Cumulative Redeemable Preference Shares of Rs 100 each
aggregating to Rs 1,00,00,000 be redeemed out of the current years profits on
31st October, 2006, the due date of redemption, by surrender of shares by the
shareholders thereof.
RESOLVED FURTHER THAT the Register of members relating to 1,00,000 12%
Cumulative Redeemable Preference Shares of Rs 100 each and the Share Transfer
books be closed from _______ to _______ (both days inclusive) and the notice
thereof be duly given by the Company Secretary to the stock exchanges and in
the newspaper by way of an advertisement.
II. Specimen of General meeting resolution for variation
of shareholders' rights
RESOLVED THAT subject to the provisions contained in
section 106 of the Companies Act, 1956 approval be and is hereby granted for
increasing the rate of preference divided from 10% to 12% and
for making consequential amendments to Clause V of the Memorandum of
Association and Article 5 of the Articles of Association of the Company.
RESOLVED FURTHER THAT the Board of directors of the Company be and are hereby
authorised to do all such acts, deeds and things necessary for the purpose of
giving effect to this resolution.
Explanatory statement
The company had issued 1,00,000 10% Redeemable Cumulative Preference Shares of
Rs. 100 each for augmenting meeting its working requirements immediately after
commencement of commercial production. Now, the company's products have been
well accepted in the market and company has been doing extremely well.
A demand was raised by the preference shareholders for increasing the rate of
dividend on the preference shares and the Board of directors of the company has
accepted the said demand.
Hence, the resolution is to be passed as special resolution u/s 106 of the
Companies Act, 1956. None of the directors is interested in the proposed
resolution.
II. Specimen of resolution for variation of preference
shareholders' rights
RESOLVED THAT the terms and conditions of issue of 9%
Redeemable Preference Shares of Rs.100 each be and are hereby amended as
follows:
"The Redeemable Preference Shares shall be redeemed at the end of seven
years instead of nine years, provided however that the said redemption shall be
s per the terms of redemption specified in the terms and conditions originally
greed to."
RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to
take all decisions with respect to the redemption including settling of
disputes, giving directions, etc.
Explanatory Statement
In the context of improved cash flow and in the light of requests from the
preference shareholders, it is proposed to redeem the preference shares at the
end of seven years instead of nine years as stipulated in the terms and
conditions of issue.
Since the existing Articles of Association of the Company do not contain any
provisions for variation of the terms and conditions of issue, this special
resolution is submitted for approval of the shareholders.
No director is interested or concerned in this resolution. Copies of the
Memorandum and Articles of Association of the Company are available for
inspection by members during business hours on any working day.
Appendix 5
Specimen of notice to be published in newspaper for proposed
redemption of preference shares
Notice is hereby given that the company will redeem 1,00,000 12% Redeemable
Cumulative Preference Shares on ............. Shareholders are requested to
deposit their share certificates in respect of these shares on or before
................. at the registered office of the company at ............... to
enable the company to make the payment in respect thereof. The Share Transfer
Register in respect of 1,00,000 12% redeemable cumulative preference shares and
the register of members will remain closed from ................. to
................... (both days inclusive) for the aforesaid purpose.
Notices have already been forwarded to the shareholders individually.
By Order of the Board
For ABC Ltd.
Company Secretary
Appendix 6
Letter to shareholder regarding issuance of duplicate
share certificate
ABC Limited
Regd. Office:
Ref.No.
Dear Sir/Madam,
Re.: Issuance of duplicate Share Certificate
This has reference to your letter No. XXXX, dated XXXX reporting loss of Share
Certificate(s) No(s) 002 to 005 for 400 Equity Shares of Rs. 10 each of the
Company and requesting for duplicate thereof.
In order to enable us to place the matter before the Board of directors for
their approval, you are requested to send us the following documents:—
1. Indemnity Bond on a non judicial Stamp paper of Rs. 100. (Supported by two
sureties acceptable to us) as per the enclosed draft.
2. An affidavit on a non judicial Stamp paper of Rs. 20 duly verified by a
First Class Magistrate or a Notary Public as per the draft enclosed.
3. A letter giving full particulars of shares in question such as No. of
Shares, Distinctive No., Share Certificate No., Name of shareholder, Register
folio No. etc.
4. A sum of Rs. 300 towards expenses in connection with the publication of
notice in newspapers before issuance of duplicate share certificate, by way of
Cheque/Bank Draft/Indian Postal Order drawn in favour of the Company.
On receipt of the above documents we shall take further action for issuance of
duplicate Share Certificates, if approved by the Board of directors.
For ABC Ltd.
Company Secretary
Appendix 7
Specimen of Affidavit in respect of loss of
certificates
(By the registered shareholder)
To
................... (Name and address of the Co./its
STA)
I/We ........ s/o........ aged .................. years. ...,.......... and
................s/o........... aged ............. years ............. residing
.............. at .................... solemnly affirm and declare as follows:
1. That I/we am/are the sole/joint holder/s of ………. Number of equity
shares/debentures/bonds/units in ....... (name of the company)
Folio No. No. of shares Certificate No. Distinctive Nos.
From To
2. That the above shares were acquired by me/us for valuable consideration out
of my/our own investment/funds against allotment in Public issue/allotment in
Right issue or acquired from the market in the years(s)......
3. That I/we have not pledged the original certificate by way of security or
collateral or otherwise have not sold the above mentioned shares anytime to any
person.
4. That the stop transfer instructions given by me/us are not on the grounds of
the non-payment by my/ our Broker/Sub-broker.
5. That I/we have genuinely lost/misplaced the above mentioned shares.
6. That I/we am/are solely responsible for any future liabilities in respect of
the above mentioned securities.
7. This Affidavit is executed in favour of the company on my/our own volition
and is in the form as required by the company/its agent forwarded to me/us vide
its letter No............... dated.............
Verification
I/We solemnly affirm that the statement contained in the above paragraphs are
true to the best of my knowledge, in formation and belief and that nothing
material has been concealed from being disclosed.
Deponents
Solemnly declared and affirm on identification at..... on this ...... day of
2007
1. ...................
2. ...................
Before the Executive Magistrate or Notary Public.
(To be executed on a non-judicial stamp of such value as prescribed in the
Stamp Rules of the State where it is executed)
Appendix 8
Specimen of Indemnity
(To be obtained from the unregistered transferee/holder in due course for issue
of duplicate certificates documents lost in transit when being lodged for
Transfer).
(Name and address of the Co./its STA)
……………
……………
Whereas:
l. I/We/Mr./Mrs./Ms. ................ Mr./Mrs./Ms. .............. residing at
............. had purchased from the market for valuable consideration,
securities of your company as detailed hereunder:
Name of the Shareholder & Folio No. No. of shares Certificate No.
Distinctive No.
Whereas:
2. The above certificate/s along with the Transfer Deed/s duly signed by the
Registered Holder(s) and by me/us were sent by me/us to the Company/its agent
and have been lost or misplaced in transit, and the same cannot be found
despite best efforts to trace them.
3. I/We have purchased from the market through .……. Stock and Share Broker and
Member of ....….. (Stock Exchange) ...... (number) Equity Shares for Rs......
each of ....... (name of the company) vide Brokers/Bill No. ....... dated.,
(copy enclosed). I/We have made payments to the said Broker vide cheque No.....
dated ......…. drawn on...... (Bank) for Rs.........which stand paid, as
confirmed by broker vide his letter dated .... (copy enclosed).
4. The property, beneficial interest and right in the said securities has been
acquired by me and stand vested in me for the reason of my having paid the
valuable consideration and that such consideration having been received by the
transferor through his/their brokers through whom the aforesaid securities were
sold and that the securities along with the Transfer Deed(s) signed by the
transferors have been lost, mislaid in transit and I/we solemnly affirm and
declare that the securities have not been sold by me/us and the property in the
said securities belong to me/us as on the date of this declaration.
5. And whereas I/we are desirous of obtaining duplicate certificates to be
issued in our name/s, against the original which have been lost or mislaid in
transit.
Now this Deed of Indemnity witnesseth as under:
In consideration of the Board of directors/Committee of directors of the
Company agreeing to issue duplicate certificate(s) in the name of the
Registered Holder in respect of the shares aforesaid, I/we Mr./Mrs./Ms.......
Surety 1. ...... Residing at
Surety 2. ...... Residing at
(Names of the two sureties) for ourselves, respective heirs, executors and
administrators do hereby jointly and severally convenient with the company, its
successors or assignees that we and our heirs, executors and administrators
respectively, will at all times and from time to time save, defend and keep
harmless and indemnify the Company, its successors, assignees, agents and the
directors thereof and their respective heirs, executors, administrators, each
of their estates and effects from and against all actions, causes, on account
of the said securities or any of them or part of any person or persons
whomsoever and against all damages and costs, charges, expenses or sums of
money incurred in respect thereof or otherwise in relation to the said
securities.
I/We declare that I/we have not pledged or deposited the original
certificate(s) byway of security or otherwise, or transferred or sold, the said
securities or any of them and I/we agree and confirm to return forthwith to the
company for the purpose of cancellation the said original certificate(s) in
case, the same shall be found anytime hereafter.
I/We further declare and agree in writing, that in the event of my/our failure
to compensate the Company/its agent in any action, suits and proceedings with
the Company/its agent, which company/its agent might face for having issued the
duplicate certificate(s) at my/our request/the Company/its agent can have a
lien in general on all the securities, which I/we am/are now holding or I/we
may be holding hereafter and also the Dividend/Interest declared or payable on
the said securities or any other entitlements/payments due to me/us.
I/We the said Mr./Mrs./Ms. .......... (names of all the shareholders/debenture
holders/bond holders/unit holders) and surety
Surety 1................. Surety 2...................
(names of sureties) undertake on demand by the Company/its agent to return and
redeliver such duplicate certificate(s) and without such demand to produce and
return forthwith to company/its agent the original certificate(s) when found or
traced and to take all actions, suits and proceedings at our own costs, as the
company/its agent shall require for the recovery thereof, or otherwise in
relation to the said securities.
I/We hereby unconditionally and irrevocably submit to the exclusive
Jurisdiction of the Competent Court/Forum to Mumbai, with regard to any
question or matter arising out of these present and/or any other documents that
may be ...... executed by me/us in pursuance hereby or arising herefrom.
Dated this ............. day of ............. 20 ..............
Witness: (Name and address) Name and address
1. ……................………..
Witness: (Name and address) ……................………..
2.............. 1. ……..........................
Witness: (Name and address) (Signature of the surety)
1........... 2. ……….......................
Witness: (Name and address) (Signature of the surety)
1. Surety should not be a Joint Holder:
(To be executed on non-judicial stamp paper of such value as prescribed in the
Stamp Rules of the State where this is executed).
Appendix 9
Another Specimen of Affidavit for loss of certificates
(To be obtained/from unregistered transferee that the shares have not been sold
by them before the issue a/duplicate shares)
To
......... (Name and address of the Co./its
STA)
I/We .............. s/o.............. aged............ year............
and........... s/o.......... aged.............. years residing ……......... at
…………………solemnly affirm and declare as follows:
1. That I/we am/are the sole/joint holder/s of.............number of equity
shares/debentures/bonds/units in............ (name of the company), as detailed
herebelow:
Folio No. Name of the Regd. Holder No. of Shares Certf. No. Distinctive No.
From To From To
2. That the above shares were acquired by me/us for valuable consideration out
of my/our own investment/funds against allotment in Public Issue/allotment in
Right Issue or acquired from the market in the year(s)......
3. The above certificate/s along with the Transfer Deed/s duly executed by the
registered holder(s) and by me/us which were sent by me/us to the company/its
agent have been lost or misplaced in transit/has been lost from our end.
4. I/We have not sold the above-mentioned securities at anytime to any person
nor have pledged these securities or acted upon in any manner so as to create
any third party rights/interests.
5. That the stop transfer instructions given by me/us are not on the grounds of
the non-payment of my/our Broker/Sub-broker.
6. That I/we have genuinely lost/misplaced the above-mentioned securities
with/without validly executed Transfer Deed(s).
7. That I/we am/are solely responsible for any future liabilities in respect of
the above-mentioned securities.
8. This Affidavit is executed in favour of the company on my/our own volition
and is in the form as required by the company/its agent forwarded to me/us vide
its letter No........dated ........
Verification
I/We solemnly affirm that the statements contained in the above paragraphs are
true to the best of my/our knowledge, information and belief and that nothing
material has been concealed from being disclosed.
Deponents
Solemnly declared and affirm on identification at..... on this ...... day of
2007.
1. ...................
2. ...................
Before the Executive Magistrate or Notary Public.
(To be executed on a non-judicial stamp of such value as prescribed in the
Stamp Rules of the State where it is executed)
Appendix 10
Another Specimen of Indemnity
(To be obtained from the transferee for transferring duplicate certificates
issued in the name of the registered holder without producing the Transfer
Deed)
…………….............................
…………….............................
(Name and address of the Co./its STA)
Whereas:
l. I/We/Mr./Mrs./Ms................ Mr./Mrs./Ms.............. residing
at.............had purchased ……….. equity shares of your company as detailed
hereunder:
Name of the Shareholder & Folio No. No. of shares Certificate No
Distinctive No.
Whereas the above certificate(s) which were accompanied along with the Transfer
Deeds(s) executed by the registered holder/were lost/mislaid in transit,
Now this Deed of Indemnity witnesseth as under:
The Board of directors/Committee of directors of the Company at my/our request
have agreed to issue duplicate certificate in the name of the registered holder
for the securities listed above, which were purchased by me/us.
In consideration of the Board of directors of the Company agreeing to register
the above securities in my/our favour, I/we hereby agree to indemnify the
Company, its successors, its agents and assignee that we and our heirs,
executors and administrators respectively, will at all times and from time to
time save, defend and keep harmless and indemnify the company, its successors,
assignees and the directors thereof and their respective heirs, executives,
administrator each of their estates and effects from and against all actions,
causes, suits proceeding and accounts, claims and demands whatsoever on account
of the said securities being transferred in my/our name or otherwise in
connection with entitlements, rights or otherwise to be issued or allotted on
the said securities including entitlements for dividend/interest accrued or to
accrue on the said securities against any person or persons whomsoever or sums
of money incurred or arising thereof in relation to the said securities.
Dated: This...... day of........ 20.........
Witness: (Name and address) Signature of the Applicant(s)
1. Name and address
Witness: (Name and address) …………….......…..
2. ……………….........
Appendix 11
Specimen of Notice of loss of Share Certificates
ABC Limited
Regd. Office: ___________________
NOTICE is hereby given that the following Share Certificates issued by the
Company are stated to have been lost or misplaced or stolen and the registered
holder thereof has applied to the Company for the issued of Duplicate Share
Certificates.
Share Certificate No.
No. of Shares
Distinctive Nos.
Name of the registered Share holder
The public is hereby warned against purchasing or dealing in anyway with the
above Share Certificates. Any person(s) who has any claims in respect of the
said Share Certificates should lodge such claims with the Company at its
registered office at the address given above within 15 days of publication of
this notice, after which no claim will be entertained and the Company will
proceed to issue duplicate Share Certificates.
For ABC Ltd.
Place: ________________
Date: Company Secretary
I. For printing of share certificates
RESOLVED THAT design/dormat of the share certificate as submitted to this
meeting and initialed by the chairman for the purpose of identification, be and
is hereby approved and that the blocks, engravings, facsimiles and hues
relating to the same be kept under the custody of Ms_____________, the Company
Secretary of the Company.
RESOLVED FURTHER THAT the consent of the Board be and is hereby accorded for
printing of 3000 (Three Thousand) share certificates and that the blank share
certificate be kept under the custody of Ms. ________________, the Company
Secretary, who shall render an account of the same at every Board meeting.
RESOLVED FURTHER THAT Common Seal of the Company be affixed in the Share
certificates in presence of Shri M.K. Mittal, the Managing Director who shall
sign the same in token thereof.
RESOLVED FURTHER THAT Ms. ________________, the Company Secretary, be and is
hereby authorised to obtain the approval of Stock Exchange(s) for the format of
the share certificate and comply with all other formalities in this regard.
II. For issue of duplicate share certificates
RESOLVED THAT whereas the company has received from Shri _________ request for
the issue of a duplicate share certificate in lieu of the original certificate,
as having been lost and an indemnity bond been executed in favour of the
company, a duplicate share certificate for 2000 shares of Rs 10 each numbered
2001 to 4000 (both inclusive) be issued to the said applicant under the common
seal of the company in accordance with the Companies (Issue of Share
Certificate) Rules, 1960, under the signature of any two directors of the
Company and the Company Secretary of the company.
III. For splitting of share certificates
The Chairman appraised that the company has received a request for splitting of
share certificate from Shri Tarun Choudhary for 84 shares.
The Board considered and after detailed discussion passed the following
resolution unanimously:
RESOLVED THAT the consent of the Board of directors of the company be and is
hereby accorded
for splitting the original certificate no. 19 for 84 shares as follows:
—————————————————————————————————————————
New Certificate No. Distinctive No. No. of Shares —————————————————————————————————————————
—————————————————————————————————————————
FURTHER RESOLVED THAT the original certificate no. 19 be and is hereby
cancelled on split of shares.
FURTHER RESOLVED THAT Shri ____________ and Shri __________, the Directors of
the Company be and is hereby authorised to issue the fresh share certificates
in lieu of the original one and the Common Seal of the Company be affixed in
presence of the above said directors of the Company
Specimen
of Resolutions
I. For Conversion of Bearer Debentures
RESOLVED THAT this meeting of the debentureholders secured by the trust deed
dated ......., as modified by supplemental trust deeds dated ............ and
the ..........., hereby sanctions and approves of the following modifications
of the rights of the holders of the said debentures and of the provisions of
the said trust deed:
(a) That the said debentures of Rs. 10 lakhs be converted into Registered
debentures;
(b) (b) That the time for payment of the principal moneys secured by the said
trust deed be extended to the ..... and the said debentures shall have effect
as if that date for payment was originally fixed thereby;
(c) That the rate of interest on the principal moneys secured by the said
debentures as from the ...... be ....% p.a. (subject to tax);
(d) That the trustees be and are hereby authorised to concur with the company
in executing a supplemental trust deed for effectuating the above and other
purposes in the form of the draft submitted to the meeting and for the purpose of
identification initialled by the Chairman thereof with such variation or
addition (if any) as may be deemed requisite or expedient and as may be
approved by the Trustees.
II. For reissue of Redeemed Debentures
RESOLVED THAT pursuant to the provisions contained in the Article ….. of the
Articles of Association of the Company and subject to the terms and conditions
contained in the Debenture Trust Deed and provisions of section 121 of the
Companies Act, 1956, the 10% Secured Debentures of Rs. 10 each be re-issued to
the applicants for such debentures, a list whereof was produced before this
meeting and initialed by the Chairman, on the same terms and conditions under
which they were originally issued except that the rate of interest shall be 11%
and that the said debentures be secured by renewal of the trust deed as per
clause ….. of the Debenture Trust Deed.
III. For extension of period of redemption of
Non-convertible Debentures
RESOLVED THAT subject to such statutory and necessary approvals as may be required
consent be and it is hereby accorded to the Board of Directors of the Company
to extend the period of redemption of ________________15% Secured
Non-convertible Debentures of Rs. 100 each ("the Debentures") issued
by the Company and held by Unit Trust of India, Life Insurance Corporation of
India, General Insurance Corporation of India, the New India Assurance Company
Limited, the Oriental Fire & General Insurance Company Limited and United
India Insurance Company Limited ("the said Institutional Debentureholders")
out of the total of 1,50,000 Debentures so that the said
________________Debentures of Rs. 100 each aggregating Rs.
________________shall be redeemed on December 27, 2006 and that the rate of
interest, the amount of premium and/or fees and other payments to be made
thereupon to the said institutional Debentureholders and other terms and
conditions (financial or otherwise) on which the period of redemption be
extended, shall be such as may be agreed to between the said Institutional
Debentureholders and the Board of Directors of the Company, and that Bank of
India, the Trustees for the Debentures be and they are hereby authorised to act
on this resolution and to enter into such supplementary and other deeds,
documents or writings and to take such steps as they may in consultation with
the Company, deem to be necessary or expedient to give effect to this
resolution;
RESOLVED FURTHER THAT the terms and conditions of the Deed of Hypothecation and
Articles of Agreement both dated .... entered into between Bank of India and
the Company shall be read, construed and applied together with and as amended
or modified by this resolution.
Explanatory Statement
The company had issued in the year ............ 1,50,000 15% Secured Redeemable
Non-convertible Rights Debentures of Rs. 100 each for cash at par aggregating
Rs. 1,50,00,000. The company executed Articles of Agreement and Deed of
Hypothecation both dated ..... with Bank of India, the Trustees for the
Debentureholders.
According to the terms of issue, the principal amount together with a premium
of 5% thereon was to be redeemed on .....
The Institutional Debentureholders viz. Unit Trust of India, Life Insurance
Corporation of India, the General Insurance Corporation of India, the New India
Assurance Company Limited, the Oriental Fire & General Insurance Company
Limited and the United India Insurance Company Limited (hereinafter referred to
as "the said Institutional Debentureholders") hold ________________of
the said 1,50,000 Debentures. It has been proposed and the said Institutional
Debentureholders have agreed to extend the payment of redemption amount to them
from the due date of redemption by a period of two years. The above extension
of redemption would include payment of interest at 15% together with such
payment of premium, fees and/or other payments as may be agreed to by the said
Institutional Debentureholders and the Company. The payment of redemption
amount to Debentureholders other than the said Institutional Debentureholders
has been made as per the terms of the issue.
The Board of Directors consider that it is in the interest of the Company to
extend the time for redemption of debentures to the said Institutional
Debentureholders and accordingly, recommend the resolution for approval.
Appendix 2
Specimen of Public notice regarding Redemption of Debentures
ABC Limited
Regd. Office: ________________
NOTICE is given for the General information of the holders of ...% Debentures
(II Series) under the Cumulative Interest Scheme, whose names stand registered
in the books of the Company as on the Record Date, viz ...... that the third
and final installment of redemption of the said debentures at Rs...... per
Debenture, together with pro rata accumulated interest at Rs. ... per
Debenture, will be due and payable on ..... and that while the interest will be
posted by the Company to all the registered holders on the due date, redemption
amount of debentures will be paid only against the Debenture Certificates which
are to be surrendered to the Company. Duly discharged by the holders thereof.
Notice of redemption has also been sent to the registered address of the
Debenture holders individually.
For ABC Ltd.
________________
Place: ________________ Company Secretary
Date:
Appendix 3
Specimen of Public notice regarding record date for payment of half-yearly
interest on Debentures
ABC Limited
Regd. Office: ________________, ________________ (MP)
NOTICE is hereby given to the Debenture holders of the Company that …...... day
of …...., 2006 has been fixed as the Record Date for the purpose of payment of
interest on 2,00,000 Secured Redeemable Non-Cumulative Debentures of Rs. 10
each due for payment on ..………
The Debenture holders whose names appear on the Register of Debenture holders
on the said record date will be entitled to receive the interest.
In case your interest payable for the year is more than Rs. 2500 and also total
income including the interest is not liable to tax, to avoid Tax Deduction at
Source, you may file the Tax Exemption Certificate or declaration in Form No.
15F in duplicate, duly completed in all respects so as to reach us
before....……..
Debenture holders are requested to inform immediately any change in the
address, not communicated so far.
Those Debenture holders who have not yet paid the allotment money are requested
to remit the same immediately, to avoid forfeiture of their Debentures. The
Cheque/DD should be drawn in favour of ABC Limited payable at ________________.
By the order of Board
For ABC Ltd.
________________
Place: ________________ Company Secretary
Date:
