Friday, December 18, 2009

model resolutions

Can any one provide a resolution for transfer of shares for holding in beneficial interest.

The Board noted that, for the purpose of _________; Mr/ Ms/ M/s ________ (original holder) has - pursuant to Section 187C of the Companies Act 1956, read with Rule 3 (1) of The Companies (Declaration of Beneficial Interest in Shares) Rules, 1975 - declared that Mr/ Ms/ M/s ________ (person proposed to hold the benificail interest) holds the beneficial interest in ______ (______only) Equity shares bearing Nos. ______ to ______ (_______ to _______only) which are entered in his/ her/ its name in the register of members of the company as the holder of such shares, under the folio No. ______. The particulars of such person(s) who hold the beneficial interest in the said shares were filed by Ms/ M/s ________ (original holder) in Form I (of the aforesaid rules), which was submitted to the Board and signed by the Chairman for identification. Mr/ Ms/ M/s ________ (person proposed to hold the benificail interest) has declared that he/ she/ it holds /have obtained the beneficial interest in the aforesaid shares and has filed a declaration in Form II of the aforesaid rules, which was submitted to the Board and signed by the Chairman for identification. The Board after due deliberation, passed the following resolution:

“RESOLVED THAT –

(i) Approval for transfer of the beneficial interest in ______ (______only) Equity shares bearing Nos. ______ to ______ (_______ to _______only) in the share capital of the company - from Mr/ Ms/ M/s ________ (original holder) (folio No. ______) to Mr/ Ms/ M/s ________ (person proposed to hold the benificail interest) - be and is hereby approved.

(ii) Mr./ Ms. _______ be and is hereby authorized to carry out necessary compliances to give effect to this resolution”.


(To be printed on the letter head of Company)

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE BOARD OF DIRECTORS OF NAME OF COMPANY ON DATE AT TIME AT PLACE .

To approve the appointment of Managing Director
"RESOLVED that pursuant to sections 269, 198, 309(3) and other applicable provisions, if any, of the Companies Act, 1956 read with Schedule XIII thereto and subject to the approval of shareholders in general meeting and approval of Central Government (if applicable) Shri ____________________ be and is hereby appointed as Managing director of the company for a period of 5 years from ____________________on a monthly remuneration of Rs. ______________________ as per statement placed before the meeting.
RESOLVED FURTHER that a general meeting of the company be convened at Venue of General Meeting on Date of General Meeting at Time of General Meeting to secure the consent of the members in this regard and the secretary of the company be authorised to send the notice with relevant explanatory statement as per the draft placed before this meeting and approved for issuance.
RESOLVED further that the Secretary be and is hereby authorised to submit the application to the Central Government (if applicable) and to comply with the necessary formalities in this regard."

Sd/-
Chairman

Certified true copy
For Name of Company



(To be printed on the letter head of Company)

CERTIFIED TRUE COPY OF THE ORDINARY RESOLUTION PASSED BY THE BOARD OF DIRECTORS OF NAME OF COMPANY ON DATE AT TIME AT PLACE .
Where the appointment is subject to the approval of Central Government

RESOLVED that subject to the approval of the Central Government and pursuant to sections 268, 269, 198 and 309 of the Companies Act, 1956, read with Schedule XIII thereof approval be and is hereby given to the appointment of Mr. ____________________ as the Managing director/whole-time director of the company for a period of 5 years w.e.f. ________ on the terms and conditions set out in the explanatory statement attached to this notice and that the Board of Directors be and is hereby authorised to alter and vary the terms and conditions of the said appointment as may be directed by the Central Government.
Sd/-
Chairman

Certified true copy
For Name of Company

Explanatory Statement
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________

[Give the particulars of remuneration payable and set out the justification as to why there is a need for the approval of Central Government for the appointment of Managing director]
With this end in view, Mr. _____________________ be and is hereby appointed as Managing Director, Subject to the approval of Central Government under section 269 of the Act, for a period of 5 years w.e.f. __________ and that an application shall be made seeking approval of the Central Government within a period of ninety days or within such extended time as the Central Government may allow under section 637B of the Act. [Set out the terms and condition of the appointment]

Shri ________________________ is interested in the resolution as it relates to his appointment.





(To be printed on the letter head of Company)

CERTIFIED TRUE COPY OF THE SPECIAL RESOLUTION PASSED AT THE GENERAL MEETING OF NAME OF COMPANY ON DATE AT TIME AT PLACE .

RESOLVED that pursuant to the provisions of Sections 269, 198, 309 read with Schedule XIII of the Companies Act 1956, consent of the company be and is hereby accorded to the appointment of Name of appointed person who is below the age of 25 years/beyond the age of 70 years, as the Managing director/Whole-time director of the company w.e.f. date of appointment for five years as per the terms and conditions as set out in the Explanatory Statement annexed hereto.

Sd/-
Chairman

Certified true copy
For Name of Company

Explanatory Statement

________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________

(Give particulars of Remuneration payable and justification for the appointment of Managing director who is either below the age of 25 or beyond the age of 70 years).

Although he has attained the age of _______ years as per Schedule XIII Part I (c) (i), such person can be appointed as the Managing director/Whole-time director of the company if his appointment is approved by the shareholders by passing a special resolution.

Your directors recommend the passing of the aforesaid special resolution.
None of the directors of the company is interested in or concerned in the aforesaid special resolution except Mr. ___________________.





(To be printed on the letter head of Company)

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE BOARD OF DIRECTORS OF NAME OF COMPANY ON DATE AT TIME AT PLACE .
For remuneration payable to directors
RESOLVED that pursuant to the provisions of section 309(4) and other applicable provisions, if any, of the Companies Act, 1956, a sum not exceeding one per cent of the annual net profit of the company computed in accordance with the provisions of sections 198, 349 and 350 of the said Act, subject to an overall ceiling of Rs. ____________ (Rupees _____________) per year, be paid to and distributed amongst ordinary directors of the company (other than the Managing Director and Whole-time Director) in such amounts or such proportions and in such manner as may be decided by the Board of Directors.

Sd/-
Chairman

Certified true copy
For Name of Company


(Director)

Explanatory Statement :
The non-whole-time directors of the company devote considerable time for the business of the company and the company substantially benefits by their expertise and mature advice. It is therefore that they are paid suitable remuneration by way of commission not exceeding one per cent of the net profit of the company subject to a ceiling of Rs._____ (Rupees__________) per annum computed in accordance with the provisions of the Act. This remuneration will be distributed amongst the directors in accordance with the directions of the Board. The Board commends the resolution for approval by shareholders as a special resolution. All the directors of the company, except the Managing Director and Whole-time Director, may be deemed to be concerned or interested in the aforesaid resolution to the extent of the remuneration that may be received by them.


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.”



04. TO CONSIDER INVESTMENT IN EQUITY SHARES OF SYNDICATE BANK.

Chairman informed the directors present in the meeting that Syndicate Bank has come out with its second public issue of equity share of Rs. 10/- per share at premium of Rs. 36 to Rs. 40/- per share and it is proposed to invest in that.

Directors present in the meeting discuss the present market price, its trend in the last 6 months, net worth of syndicate Bank, net assets value of shares and profitability of bank for last 3 years.

Following resolution was passed:

“RESOLVED THAT pursuant to the provisions of Sections 292 (1) (d), 372A and all other applicable provisions, if any, of Companies Act, 1956 and Articles of Association of Company the consent of the Board of Directors be and is hereby accorded to subscribe for equity shares of Syndicate Bank, to the maximum limit of 10,000 equity shares at a price band of Rs. 46/- to Rs. 50/- per share.

RESOLVED FURTHER THAT Mr. Vinod Kumar, DGM- Finance and Accounts be and is hereby authorized to sign the share application form and to do all other acts or things which are necessary and incidental to give effect to this resolution.”


The Chairman stated that to maximise the returns, the Company should make investments in various avenues. The Board held a detailed discussion on the matter and the following resolution was passed unanimously:

“Resolved that pursuant to the provisions of Section 292 of the Companies Act, 1956, and other applicable provisions, if any, the consent of the Board of Directors of the Company be and is hereby given to make investments in the shares, debentures, bonds, mutual fund schemes and other securities by way of subscription, purchase or otherwise.

Resolved further that the aforesaid power to make investments be and is hereby delegated to Mr. Shashi Kumar, Mrs Madhu Singh Directors of the Company, jointly or severally, who are hereby authorized to make such investments on behalf of the Company subject to a maximum of Rs.10,00,000 (Rupees Ten Lacs Only) remaining outstanding at any time.

Resolved further that Mr. Shashi Kumar and Mrs Madhu Singh, Directors of the Company, be and are hereby authorized to subscribe, buy, sell, dispose of any security and to execute or sign subscription forms, transfer deeds and all paper & documents, jointly and severally, in this regard to enter into any agreement or contract in this regard and to take all such steps that may be required to give effect to this resolution.”

Resolved further that Mr. Shashi Kumar and Mrs Madhu Singh, Directors of the Company be and are hereby authorized, jointly or severally, to disinvest money, demand before maturity, renew, subscribe, and to sign application form(s), form(s) of renunciation, transfer deed(s), receipt(s), and any other paper(s) and document(s) as may be required in the matter of investment of Company’s funds for and on behalf of the Company and to do all acts incidental and ancillary thereto.”


SPECIMEN OF SPECIAL RESOLUTIONS FOR ISSUING RIGHTS SHARES


RESOLVED THAT pursuant to section 81(1A) and other applicable provisions, if any, of the Companies Act, 1956 and subject to statutory norms/guidelines and subject to such other approvals and sanctions, if any, as may be required and subject to such conditions and modifications as may be prescribed consent of the Company be and is hereby accorded to the Board to offer, issue and allot 59,85,000 New Equity Shares of Rs. 10 each for cash at par, as follows:

a) 57,00,000 Equity Shares of Rs. 10 each be offered to all such Members of the Company whose names appear on the Register of Members of the Company as holders of Equity Shares of the Company for cash as on .......... on rights basis, in the ratio as nearly as circumstances permit, of 15 equity shares for every 100 equity shares held by them, fractional entitlement being ignored (hereinafter referred to as Rights Shares); and

b) 2,85,000 Equity Shares of Rs. 10 each being 5% of the Rights Shares offered as above, be offered to the employees including Indian working Directors/workers, of the Company. The unsubscribed portion of such shares, if any, to be dealt with in accordance with government policy/guidelines.

The above issue of new Equity Shares shall be made upon and subject, inter alia, to the following principal terms and conditions:

i. The amount of Rs. 10 per share shall be called up/payable in one or more instalments and on such date(s) as the Board of directors may decide;
ii. The Rights Shares shall not be offered/allotted to those shareholders who have defaulted in payment of allotment money due on shares allotted to them originally;
iii. The issue and allotment of Rights Shares to non-resident members of the Company shall be subject to the sanction, if any, of Reserve Bank of India as may be required;
iv. The new Equity Shares shall be issued subject to Memorandum and Articles of Association of the Company;
v. The aforesaid offer of new Equity Shares shall be made by a Letter of Offer/Notice specifying the number of shares offered and limiting the time, not being less than 15 days from the date of the offer, within which if the offer is not accepted, it will be deemed to have been declined, with liberty to the
vi. Board to extend the time for acceptance as aforesaid either generally or in respect of any particular holder or holders;
vii. The offer of Rights Shares as aforesaid shall include a right exercisable by the members concerned to renounce the Rights Shares offered to them in whole or in part in favour of any other resident Indians, subject to the right of the Board to refuse allotment and registration of shares in favour of a person not approved by the Board;
viii. Any member receiving offer of Rights Shares as aforesaid and taking up all the Rights Shares offered to him shall also be entitled to apply for additional Rights Shares out of such shares as are not taken up by the member to whom they are offered;
ix. The aforesaid new Equity Shares so issued shall upon allotment have the same rights of voting as the existing equity shares and be treated for all other purposes pari passu with the existing equity shares of the Company and that the equity shares so allotted during the financial year shall be entitled to dividend, if any, declared including other corporate benefits, if any, for the financial year in which the allotment has been made and subsequent years;
x. No letter of allotment will be issued in respect of the new Equity Shares; the share certificate in their respect shall be completed and be ready for delivery within three months after the allotment thereof;
xi. The Board shall have full authority to dispose of and allot any Rights Shares which remain unsubscribed or unallotted in terms aforesaid to resident Indians upon such terms and conditions and in such manner as the Board may think proper and expedient;
xii. For the purpose of giving effect to this resolution, the Board be and is hereby authorised to prescribe the terms and conditions of the offer, and other documents that may be necessary in respect of the offer and issue of the aforesaid new equity shares, to determine the amount payable on application, allotment and by way of further calls, if any, in respect thereof, to give such other directions as the Board may deem fit and proper and to do all such acts, deeds, things and matters of whatsoever nature that may be incidental thereto, including but not limited to settling of any question, doubt or difficulty that may arise in regard to the issue, offer and allotment of the said shares, as the Board in its absolute discretion considers necessary, expedient and proper;
xiii. All or any of the powers conferred on the Board by this resolution may be exercised by the Board or such committee thereof as the Board may prescribe in this behalf."

Explanatory Statement

When the project of the Company was appraised by the Financial Institutions, they had envisaged 60% capacity utilisation of the plant and had accordingly sanctioned margin money for the working capital requirements of the
Company. However, Company's plant has been operating at 72-75% capacity. Therefore, the working capital requirement of the Company has increased. Also, recently Reserve Bank of India (RBI) has enhanced margin money requirements for opening of Letter of Credit (L/C), for imports of raw materials, etc. The Company estimated its needs of margin money at Rs. 570 lacs to meet the increased requirement. Accordingly, the Financial Institutions have approved issue of Rights Shares to the existing shareholders of the Company to the extent of Rs. 570 lacs and have also sanctioned Rs. 400 lacs as bridge loan against the Rights issue.
The Rights issue of shares will be in the ratio of 15 (Fifteen) new equity shares for every 100 (one hundred) equity shares held.
In addition, in conformity with the existing policy of the Government, it is proposed to offer 2,85,000 equity shares of Rs. 10 each, being 5% of the Rights issue to the Company's employees including its Indian working
Directors/workers. It is proposed to list the new Equity Shares so offered in ......., ......., and ................... Stock Exchanges.
The resolution is commended for your approval.
None of the directors is interested in these resolutions except as shareholders.






Steps to be taken for changing the name of an existing company


1. Alteration of Share Holders Agreement (if applicable)

2. Convene Board meeting
- Proposal for name change
- To decide date of EGM to get shareholders’ approval and approve Notice of EGM


3. Filing form 1A with ROC (Name availability)

Obtain NOC (if necessary)

Attachments:
- copy of board resolution
- in case there is logo associated with the trade mark then image of the logo to be attached.
- Optional attachments (if any)
[In e-form reasons for change in name should be given]

4. Convene EGM
- Obtaining approval for name change
- Alteration of MOA
- Alteration of AOA

5. Filing e-Form 1B and e-Form 23

6. Intimation to be given to
- Bank
- PT office
- Shops & Establishment Act
- PAN
- TAN
- Service Tax
- IEC Code
- VAT & CST etc…..

10. Arrange for new name board, common seal, MOA, AOA, rubber stamps, letterheads etc.




“RESOLVED that subject to the approval of the Registrar of Companies under section 21 of the Companies Act, 1956, the name of the company be changed from …………………………………..(old name) to ……………………………. (new name) and accordingly the name “……………………………. (old name)” wherever it occurs in the memorandum and articles of association of the company be substituted by the name “……………………………….. (new name).”

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).

RESOLUTIONS REQUIRING SPECIAL NOTICE

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]

Board resolution for issuance of sweat equity shares
I. Board resolution for issuance of sweat equity sharesRESOLVED 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 sharesRESOLVED 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 statementSection 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 ResolutionsI. Specimen of Board Resolution for redemption of Preference SharesRESOLVED 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' rightsRESOLVED 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% andfor 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 statementThe 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' rightsRESOLVED 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 StatementIn 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 5Specimen of notice to be published in newspaper for proposed redemption of preference sharesNotice 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 BoardFor ABC Ltd.Company SecretaryAppendix 6Letter to shareholder regarding issuance of duplicate share certificateABC LimitedRegd. Office: Ref.No.Dear Sir/Madam,Re.: Issuance of duplicate Share CertificateThis 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 SecretaryAppendix 7Specimen 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 To2. 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.............VerificationI/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.DeponentsSolemnly declared and affirm on identification at..... on this ...... day of 20071. ...................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 8Specimen 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 atSurety 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 suretySurety 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 address1. ……................………..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 9Another 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 To2. 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 ........VerificationI/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.DeponentsSolemnly 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 10Another 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 addressWitness: (Name and address) …………….......…..2. ……………….........Appendix 11Specimen of Notice of loss of Share CertificatesABC LimitedRegd. 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 SharesDistinctive Nos.Name of the registered Share holderThe 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:

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