Sec. 34(2) - Adoption of the common seal of the company - Board Resolution;

Sec. 34(2) - Adoption of the common seal of the company - Board Resolution;

"RESOLVED that the seal of the company, the impression of which has been affixed herein below and initialed by the Chairman, be and is hereby approved and adopted as the common seal of the company in place of the old common seal and the old common seal be cancelled and destroyed.

"Impression of the Common Seal"

RESOLVED further that the common seal of the company be kept in the safe custody of the Secretary of the company."

Sec. 34(1) - Certificate of Incorporation - Noting by Board only - First Board Meeting;

Sec. 34(1) - Certificate of Incorporation - Noting by Board only - First Board Meeting;

"RESOLVED that the certificate of incorporation, dated 11th March, 1999 issued by the Registrar of Companies, Rajasthan along with the printed copy of the Memorandum and Articles of Association of the company be and is hereby perused and noted by the Board.

RESOLVED further that the Certificate of Incorporation be kept in the safe custody of the Company Secretary."

Sec. 33 - Registration of a company - Board Resolution;

Sec. 33 - Registration of a company - Board Resolution;

"WHEREAS the name "Prem Infotech Pvt. Ltd." has been made available for registration by the Registrar of Companies, Rajasthan;

AND WHEREAS the proposed company is desirous of entering into an agreement with Shri. K.L. Singhania to be the managing director of the company on its incorporation;

NOW THEREFORE IT RESOLVED that Shri………… a secretary in whole-time practice be and is hereby instructed to file the Memorandum and Articles of the company as also the agreement which the company proposes to enter into with Shri. K.L. Singhania to be the managing director of the company;

RESOLVED further that Shri. S.N. Srivastva and Shri. B.S. Patil, subscribers to the Memorandum be and are hereby authorized to sign the aforementioned agreement as soon as the company is incorporated and as soon as the Registrar of Companies, Rajsthan, so directs them to sign the aforementioned agreement."

Secs. 33/372A --Registration of company - Board Resolution;

Secs. 33/372A --Registration of company - Board Resolution;

"RESOLVED that a new Company under the name and style of "XYZ PRIVATE LIMITED" as approved by the Registrar of Companies, Rajasthan be set up jointly with RAJSIDIC at Jaipur for the manufacture of Rims & Tyres and Tubes for Multi-utility and heavy vehicles.

RESOLVED further that the draft of the promoters’ Agreement and the Memorandum and the Articles of Association, as tabled before the Meeting are approved and the General Manager of the Company be and is hereby authorized to complete all formalities regarding the registration of the Company and execute the Promoters’ Agreement on behalf of the Company.

REOSLVED further that the following officers of the Company be and are hereby authorized on behalf of the Company to subscribe their names to the memorandum and Articles of Association of the said Company :-

1. Shri., ……….Managing Director

2. Shri., ……….General Manager

3. Shri., ……….Director

4. Shri.,………. Director

RESOLVED further that the Managing director of the Company is further authorized to obtain necessary approval of the Shareholders of the Company under section 372A of the Companies Act, 1956, for investing in the shares of XYZ Limited upto a limit of Rs…….. lacs in terms of the Memorandum and Articles of Association of the proposed Company notwithstanding that the aforementioned investment exceeds 60% (sixty per cent) of the paid-up share capital and free reserves or 100% (hundred per cent) of free reserves, whichever is more of the proposed company."

Sec. 31 - Alteration of Articles - Board Resolution;

Sec. 31 - Alteration of Articles - Board Resolution;

"RESOLVED that subject to the approval of the company in General Meeting, the Articles of Association of the Company be altered in the manner following :

Article 120(2) of the Articles of Association be deleted and in its place the following new article shall be substituted.

"120(3) Notwithstanding anything to the contrary contained in these Articles, so long as any moneys shall be owning by the company to Industrial Development Bank of India (IDBI) or Industrial Finance Corporation of India (IFCI) or Life Insurance Corporation of India (LIC) or Unit Trust of India (UTI), or any other financing corporation, Company or Body (hereinafter referred to as the Corporation) or so long as the Corporation holds any share/debentures in the Company as a result of subscription or underwriting or conversion of loan/debenture into equity capital of the Company or so long as any guarantee given by the Corporation in respect of any financial obligation or commitment of the company remains outstanding, the Corporation shall, pursuant to an agreement between it and the company, have a right to appoint one or more persons as Director(s) on the Board of Directors of the company (each such director is hereinafter referred to as "the Nominee Director") butso that not more than three persons shall hold office at any time by virtue of appointment under this Clause. The Nominee director shall not be required to hold qualification share and shall not be liable to retire by rotation. The corporation may at any time and from time to time remove the Nominee Director appointed by it and may, in the event of such removal and also in case of death or resignation of the Nominee Director, appoint another in result of the Nominee Director ceasing to hold office for any reason whatsoever. Such appointment or removal shall be made in writing by the Corporation and shall be delivered to the Company at its registered office. The Board of Directors of the Company shall have no power to remove the Nominee Director from office. Each such Nominee director shall be entitled to attend all general meetings, Board Meetings and meetings of the committee of which he is a member and he and the Corporation appointing him shall also be entitled to receive notices of all such meetings. In addition to the Director’s fee provided in these Articles such Directors shall be paid traveling and other expenses, etc. for attending the Board Meeting as may be provided under the Rules of the body which they represent.

further RESOLVED that an Extraordinary General Meeting of the Members of the Company be called on…………

(day) the…………. (date)………….. at ………… A.M. at………..(place) to adopt the Resolution for the aforementioned amendment in the Articles of Association as advised by………….financial institutions."

 

Sec. 31 - Alteration of articles - Board Resolution;

Sec. 31 - Alteration of articles - Board Resolution;

"RESOLVED that subject to the approval of the company in the General Meeting, the Articles of Association of the Company be altered in the manner following :-

(a) That after the existing Article 11, the following new Articles 11A and 11B be inserted :

"11A. No fee more than Rs. 50 in any case shall be charged for registration of transfer probate, letters of administration certificate of death or marriage, power of Attorney or similar other instruments".

"11B. No share shall in any circumstances be transferred to any infant, insolvent or person of unsound minds unless these are fully paid up."

(b) That the words "subject to the Regulations of Recognized Stock Exchange" be added in the beginning of Article 25.

RESOLVED further that an Extraordinary General Meeting of the Members of the Company be called on………… (day) the …………..(date) to adopt the Resolution for the aforementioned amendments in the Articles of Association as advised by…………. Stock Exchange."

Sec. 31 - Alteration of Articles of Association - Board Resolution;

Sec. 31 - Alteration of Articles of Association - Board Resolution;

"RESOLVED that subject to the approval of the company in the General Meeting, the Articles of Association of the Company be altered in the following manner :

(a) ARITCLE 7(a)

For the word "50%" appearing in 4th line, the words "51% and 49% respectively" be substituted.

(b) ARTICLE 80

For the word"50%" appearing in 4th line, the words "51% and 49% respectively" be substituted.

(c) ARTICLE 92

For the word "50%" appearing in 3rd line, the word "51%" be substituted".

(d) ARTICLE 113

For the word "75%" appearing in 3rd line, the word "49%" be substituted".

RESOLVED further that an Extraordinary General Meeting of the Members of the Company be convened to adopt the Resolution for the abovementioned amendments in the Articles of Association."

RESOLVED further that Shri. MNO, Secretary of the company be and is hereby authorized to issue the notice alongwith explanatory statement as per the draft tabled before the Board and approved by the Board.

Sec. 21 - Change of name by a company - Board Resolution;

Sec. 21 - Change of name by a company - Board Resolution;

"RESOLVED that subject to the approval of the Central Government and the shareholders of the company, the name of the company be and is hereby changed from PREM INFOSYS PVT LTD. to PREM INFOTECH PVT LTD.

AND WHEREAS the company desires to apply its profits if any, or other income in promoting the aforementioned objects and to prohibit the payment of any dividend to its members;

AND WHEREAS under section 25(3) of the Companies Act, 1956 the company is required to obtain a licence authorizing the company to change its name by a Special Resolution including or consisting of the omission of the word `Limited’;

AND NOW, THEREFORE, it is resolved that subject to the passing of the special resolution an application be and is hereby made to the Central Government (by delegation Regional Director) for obtaining a licence by which the word `Limited’ forming part of the existing name of the company will be omitted;

RESOLVED further that the Secretary of the company be and is hereby authorized to make the application and sign any such documents and papers in connection therewith and do any such acts and deeds that may be necessary and required with regard to the said application.

Sec. 20 - Change of undesirable name - Board Resolution;

Sec. 20 - Change of undesirable name - Board Resolution;

WHEREAS the company had made an application to the Registrar of Companies, NCT of Delhi and Haryana for a new name as the existing name of the company has to be changed;

AND WHEREAS the said application was refused by the said Registrar of Companies being undesirable as it was identical with, or too nearly resembles the name of an existing company already registered;

NOW, THEREFORE, it is resolved that a fresh application be made to the said Registrar of Companies in a new name being the …………. Co. Ltd. immediately;

RESOLVED further that the Secretary of the company be and is hereby authorized to make the application along with requisite fee to the said Registrar of Companies and obtain the approval and do any such acts and deeds that may be required from time to time in connection therewith.

Sec. 19 (2) - Application to the CLB for extension of time for filing order of the CLB with ROC;

Sec. 19 (2) - Application to the CLB for extension of time for filing order of the CLB with ROC;

"RESOLVED that the Board hereby accords its approval to the making of an application to the Company Law Board under section 19(2) of the Companies Act, 1956 for revival of the order dated ….. passed by the Company Law Board and for grant of extension of time upto two months to the Company for filing the order of the Board and another documents with the Registrar of Companies.

RESOLVED further that the Secretary of the Company be and is hereby authorized to file an application to the Company Law Board and to appoint Advocate to appear for and represent the Company before the Board and to do all such acts and things as may be deemed necessary in the matter."

 

Sec. 18&19 - Extension of time for registration of alteration of Memorandum of Association;

Sec. 18&19 - Extension of time for registration of alteration of Memorandum of Association;

"RESOLVED that approval of the Board of Directors be and is hereby given to the filing of a petition before the Company Law Board pursuant to sub-section (4) of section 18 of the Companies Act, 1956, seeking Company law Board’s approval to the extension of time for filing the certified copy of the order of the Company law Board……… Bench dated………. passed under section 17 of the Companies Act, 1956, along with documents before the Registrar of Companies by…….. days/month(s).

RESOLVED further that the Managing Director/Secretary of the company be and is hereby authorized to take all steps necessary in connection with drawing up and verifying of the petition and appointment of Advocate/Company Secretary/Chartered Accountant to appear before the Company Law Board………. Bench for the purpose."

Sec. 18 - Application for extension of time to register Company Law Board’s Order;

Sec. 18 - Application for extension of time to register Company Law Board’s Order;

"RESOLVED that a petition under section 18(4) of the Companies Act, 1956, for extension of time by one month beyond the statutory period of 3 months, for filing the certified copy of the order dated….. of the Company Law Board under section 17 of the Companies Act, together with the amended Memorandum of Association of the company with the Registrar of Companies be made to be Company Law Board and the Secretary of the company be directed to take all steps for the purpose of giving effect to this resolution.,"

Sec. 17 - Alteration to the MOA as to change of the Registered Office from one State to another;

Sec. 17 - Alteration to the MOA as to change of the Registered Office from one State to another;

"RESOLVED that pursuant to the provisions of section 17 of the Companies Act, 1956 and subject to the approval of the Company in General Meeting and further subject to the confirmation of the Company Law board, the Registered Office of the company be shifted from the "State of Karnataka" to the "State of Kerala".

RESOLVED further that an Extraordinary General Meeting of the Company be called and held on…………., (day) the………… (date)……….at…………(place)at………….(time) to pass the following resolutions as a Special Resolutions.

"RESOLVED that subject to the confirmation of the Company Law Board the Registered Office of the company be shifted from the "State of Karnataka" to the "State of Kerala" and that clause II of the Memorandum of Association be altered by substituting the word "Karnataka" by the words "Kerala".

RESOLVED further that the Secretary of the Company be and is hereby authorized to file a petition before the Company Law Board and to appoint Authorized Representative to appear for and represent the company before the Board and to do all such acts and things as may be deemed necessary in the matter".

REOSLVED further that the draft of the notice of the Extraordinary General Meeting along with the explanatory statement tabled on the Table and initialed by the Chairman be and is hereby approved and the Secretary of the company be and is hereby authorized to issue the notice to the member of the company 23 days in advance of the said General Meeting and to take such further actions as may be necessary in this regard."

Sec. 17 - Shifting of Registered Office - Board Resolution;

Sec. 17 - Shifting of Registered Office - Board Resolution;

"RESOLVED that the Managing director/Secretary of the company be and is hereby authorized to file the petition before the Company Law Board………..Bench under section 17 of the Companies Act, 1956, for confirmation of the change in the Registered Office of the company from the Union Territory of Chandigarh to the State of Rajasthan.

RESOLVED further that the Managing Director/Secretary of the company be and is hereby authorized to accept such modifications/alterations in the resolution as may be deemed necessary by the Company law Board while giving their approval to the same."

"RESOLVED that Shri…………be and is hereby authorized to enter appearance before the Company Law Board……….Bench in the petition under section 17 of the Companies Act, 1956, filed before the Bench seeking their approval to the change in the Registered Office of the company from the Union Territory of Chandigarh to the State of Rajasthan pursuant to the Special Resolution passed at the Annual General Meeting/Extraordinary General Meeting of the company on…………

RESOLVED further that Shri………… be and is hereby authorized to accept such modifications/alterations in the Special Resolution as may be deemed necessary by the Company Law Board…………..Bench while giving their approval."

 

Sec. 17 - Authorization regarding Company Law Board proceeding - Board Resolution;

Sec. 17 - Authorization regarding Company Law Board proceeding - Board Resolution;

"RESOLVED that Shri…………., Secretary of the company and Shri…………, Managing Director be and are hereby jointly and severally authorized to verify, sign, affirm and/or present the petition, affidavits and other statements forming part of the petition on behalf of the company to the Company Law Board Bench for confirmation of the alterations of the memorandum of Association of the company as required under section 17 of the Companies Act, 1956."

Sec. 17 - Authorization to Company Secretary for appearance before Company Law Board/Bench;

Sec. 17 - Authorization to Company Secretary for appearance before Company Law Board/Bench;

"RESOLVED that Shri SP, Company Secretary be and is hereby authorized to appear before the Hon’ble Company Law Board and/or any of its Benches to pursue the proceedings relating to petition filed by the company under section 17 of the Companies Act, 1956 for transfer of the Registered Office of the company from the State of Rajasthan to the National Capital Territory of Delhi.

RESOLVED further that Shri. SP, Company Secretary is also authorized to file petition, make corrections, additions, modifications, alterations etc. in various documents/papers filed with Company Law Board and to authenticate under his signatures all such corrections, additions, modifications, alterations etc., on behalf of the company and also to do all such acts, deeds or things as may be considered necessary or expedient or incidental thereto. He is also authorized to file, inspect and to take copies of the documents on behalf of the company."

 

Sec. 12 - Formation agreement for incorporating a company - Board Resolution;

Sec. 12 - Formation agreement for incorporating a company - Board Resolution;

"WHEREAS Shri. X ofRaja Park Jaipur-302004, being one of the promoters and Shri. Z of 214, Rajauri Garden, New Delhi-110020 have agreed to form a private limited company for the purpose of carrying on the business of producing chemicals and exports therof;

NOW THEREFORE it is hereby agreed that Shri. X will forthwith take steps to incorporate a private limited company with its registered office at Raja Park, Jaipur-302004 with the name "Sareen Chemicals Pvt Ltd." or some such name made available by the Registrar of Companies, Rajasthan, at Jaipur;

AGREED further that parties hereinbefore mentioned shall make provisions in the Memorandum of Association for reimbursement of expenses for procuring the incorporation of the company including the cost and expenses for preparation of this agreement."

Sec.11 - Association to be registered under the Companies Act, 1956 - Board Resolution;

Sec.11 - Association to be registered under the Companies Act, 1956 - Board Resolution;

"WHEREAS an association by the name and style, Textiles Association of India had been formed to promote, protect and safeguard the trade, commerce, interests and future of the Textile Industry in India particularly those of the Handmade Textiles And Small Scale Handicraft Industrial manufacturers in India with fifteen cotton producers and textile & cloth makers

AND WHEREAS two hundred more related industrial owners (small & big both) have expressed their intention to joint the association as members;

AND WHEREAS no association consisting of more than twenty persons can be formed for any business of acquisition of gain, unless it is registered as a company under the Companies Act, 1956;

NOW THEREFORE it is resolved that the association be formed as a company under the companies Act, 1956."

 

Sec. 8 - Establishment declared by Central Government not to be a Branch Office - Board Resolution

Sec. 8 - Establishment declared by Central Government not to be a Branch Office - Board Resolution

WHEREAS the company had made an application to the Central Government under section 8 of the Companies Act, 1956 for obtaining an order to declare the company’s establishment at………….. place which is carrying on the same activity as that carried on by the head office of the company is not to be treated as a branch office of the company;

AND WHEREAS the company has received an order dated…………from the Central Government approving the company’s application and declaring the establishment of the company situated at…………place is not to be treated as branch office of the company under section 8 of the said Act;

NOW THEREFORE it is resolved that the establishment of the company situated at…………place will not be treated as a branch office of the company for all or any of the purposes of the said Act.

                                                                                                                                                           

Sec. 5(g) - Specifying one or more members as Officer in default - Board Resolution;

Sec. 5(g) - Specifying one or more members as Officer in default - Board Resolution;

"RESOLVED that Shri. B and C be specified as officers in default as required under section 5(g) of the Companies Act as mentioned in the letter of consent received from the above directions tabled before this meeting and initialed by the Chairman for purposes of identification.

RESOLVED further that Shri X, Secretary be and is hereby authorized to file the necessary Form 1AA with the Registrar of Companies."

Sec. 5(g) and (f) - Withdrawal of consent - Board Resolution;

Sec. 5(g) and (f) - Withdrawal of consent - Board Resolution;

"RESOLVED that the letter received from Shri………….. (Officer) director wholly (or partially) withdrawing his consent earlier given under section 5(g)/(f), (such partial withdrawal relates to section…………..) tabled before the meeting and initialed by the chairman for the purposes of identification be and is hereby taken on record.

Sec. 5(f) - Officer who is in default - Withdrawal of Consent;

Sec. 5(f) - Officer who is in default - Withdrawal of Consent;

"RESOLVED that the withdrawal of consent by Shri, POR, the Senior Accounts Officer of the Company, who had been charged with the responsibility of complying with the provisions of the Companies Act, 1956 as mentioned in his consent letter, dated 10th December, 1999 as and is hereby noted.

RESOLVED further that Secretary of the Company be and is hereby directed to file Form 1AC with the Registrar of Companies, Jaipur."

Sec. 5(f) - Charging of any person with the responsibility of complying any provisions of the Act;

Sec. 5(f) - Charging of any person with the responsibility of complying any provisions of the Act;

"RESOLVED that Shri. PQR, the Senior Accounts Officer, of the Company, be and is hereby charged with the responsibility of complying with the provisions of the Companies Act, 1956 as per details set out in Form 1AB the consent letter, a copy of which was tabled before the meeting and initialed by the Chairman thereof for the purposes of identification."

Sec. 5(f) - Officer in default - Board Resolution;

Sec. 5(f) - Officer in default - Board Resolution;

"RESOLVED that Shri. A, General Manager (Accounts) be and is hereby charged with by the Board with the responsibility of complying with the following provisions of the Companies Act, 1956 viz.………..as mentioned in the consent given by him in Form 1AB tabled before this meeting and initialed by the Chairman for the purposes of identification.

RESOLVED further that the Secretary Shri………….. be and is hereby directed to file Form 1AA with the Registrar of Companies…………

Sec. 4 - Resolution for incorporation of a subsidiary - Board Resolution;

Sec. 4 - Resolution for incorporation of a subsidiary - Board Resolution;

"RESOLVED that Shri MN and OP, directors of the Company, be and hereby are jointly and severally authorized to incorporate a subsidiary of the Company under the provisions of the Companies Act, 1956 with (1) the name and style of XYZ Ltd. or ABC Ltd. whichever is available; (2) an authorized capital of Rs. 25,00,000/- divided into 2,50,000 equity shares of Rs. 10/- each; and (3) having the following objects as its main objects as its main objects viz. (4) The Articles of Association of the subsidiary to be incorporated shall be in pari materia with those of the company.

RESOLVED further that Shri MN and OP be and hereby are authorized to do all acts and deeds necessary for or incidental to the incorporation of the subsidiary as aforementioned."

 

Sec. 4(2) - Formation of a subsidiary - Board Resolution;

Sec. 4(2) - Formation of a subsidiary - Board Resolution;

Sec. 4(2) - Formation of a subsidiary - Board Resolution

"RESOLVED that pursuant to the Memorandum of Association and section 4(1) (a) of the Companies Act, 1956 approval of the Board be and is hereby recorded to the formation of a new company under the name of………….. or………. or…………. as may be approved by the Registrar of Companies.

RESOLVED further that the Memorandum of Association of the Company and the Articles of Association of the new company vesting in the company the power to control the composition of the Board of Directors of the new company in the company, draft where-of tabled on the Table be and is hereby approved."

Sec. 4(2) - Formation of subsidiary - Board Resolution;

Sec. 4(2) - Formation of subsidiary - Board Resolution;

"RESOLVED that pursuant to the Memorandum of Association and section 4(1) (a) of the Companies Act, 1956 approval of the Board be and is hereby recorded to the formation of a new company under the name of………….. or………. or…………. as may be approved by the Registrar of Companies.

RESOLVED further that the Memorandum of Association of the Company and the Articles of Association of the new company vesting in the company the power to control the composition of the Board of Directors of the new company in the company, draft where-of tabled on the Table be and is hereby approved."

Sec. 4(2) - Formation of subsidiary - Board Resolution;

Sec. 4(2) - Formation of subsidiary - Board Resolution;

"WHEREAS the Articles of the Company have been amended to provide for the appointment of the majority of directors of this company by Prem Infotech Pvt Ltd.;

AND WHEREAS the said Prem Infotech Pvt Ltd. ; is also entitled, by virtue of the amended Articles, to remove the majority of directors;

AND WHEREAS, out of the five directors of the company, three directors must be appointed by the said Prem Info Tech Pvt Ltd.;

NOW THEREFORE it is resolved that the Annual Accounts and other reports of the company be presented along with the Annual Accounts and other reports of the said Prem Infotech Pvt Ltd., pursuant to provisions of section 212 (1) of the Companies Act, 1956."

Sec. 2 (45A)-Appointment of Secretary in whole-time practice - Board Resolution;

Sec. 2 (45A)-Appointment of Secretary in whole-time practice - Board Resolution;


"RESOLVED that Shri.………… . who is a secretary in whole time practice within the meaning of sub-section (2) of section 2 of the Company Secretaries Act, 1980, and who is not in full time employment be and is hereby appointed to perform such functions as may be performed by a secretary in whole-time practice under the Companies Act, 1956, and under any other law for the time being in force until otherwise determined by the Board."

Sec. 2 (38) proviso- Holding general meeting on public holiday - Board Resolution;

Sec. 2 (38) proviso- Holding general meeting on public holiday - Board Resolution;



"RESOLVED that the ensuing AGM convened to be held on …………. for which notice has already been issued prior to the declaration of that day as a public holiday he held as scheduled, in terms of the proviso to section 2(38) of the Companies Act, 1956."

Sec. 2 (24) - Appointment of a Manager - Board Resolution;

Sec. 2 (24) - Appointment of a Manager - Board Resolution



"RESOLVED that Shri. X, who is working as manager of the company be and is hereby appointed as manager within the meaning of section 2(24) of the Companies Act, 1956, on the same terms and conditions as hitherto.
RESOLVED further that Shri. Y, secretary of the company be and is hereby directed to file the necessary returns with the R.O.C. and, if necessary, make application to the Central Government for approval of appointment of manager for a period of five years from…………

Sec. 2 (17) - Change of financial year - Board Resolution;

Sec. 2 (17) - Change of financial year - Board Resolution;


Sec. 2 (17) - Change of financial year - Board Resolution
"RESOLVED that the financial year of the company be changed to the period from ………, 2000…………. to …………, 200………, both days inclusive, and that subsequent `financial year’ of the company be changed to a period of one calendar year beginning from………… of one year and concluding on…….. of the subsequent year."