Useful Corporate Board Resolutions under Companies Act, 2013 - Corporate Law
Useful Corporate Board Resolutions under Companies
Act, 2013 - Corporate Law
Dear Professional Colleagues,
Please find below a useful corporate
article containing some useful sample board resolutions required under
Companies Act, 2013, dedicated to professional fraternity looking after
corporate affairs of their Company/Firms. I believe that this article is very
handy for professionals keeping in view the requirements of Companies Act,
2013. You may bookmark this article for quick reference.
Please find below some of the
relevant resolutions to be passed under Companies Act, 2013 for different
purposes:
1. Resolution for taking note of
Disclosure of Interest by Directors u/s 184
“RESOLVED THAT pursuant to Section 184 (1) of the Companies Act, 2013 read
with Rule 9 (1) of the Companies (Meetings of Board and its Powers) Rules,
2014, and other applicable provisions of Companies Act, 2013, the general
notice of disclosure of interest or concern in Form MBP.1 received
from Mr. ………., Mr. ……., Mr. ………, Directors of the company, as
placed before the meeting, be and are hereby noted and taken on record by the
Board.
RESOLVED FURTHER THAT Mr. Mukesh Gupta, Managing Director of the Company, be and
is hereby authorized to make necessary entries in the Registrar maintained for
the purpose and to digitally sign and file E-form MGT.14 with the
Registrar of Companies, NCT of Delhi and Haryana.
FURTHER RESOLVED THAT Mr. Mohan Verma, Practicing Company Secretary, New Delhi be
and is hereby authorized to certify and file Form MGT.14 with Registrar
of Companies, NCT of Delhi and Haryana and to do such acts, deeds and things as
may be considered necessary and appropriate to give effect to the above
resolution.”
2. Appointment of Additional
Director:
“RESOLVED THAT pursuant to Section 161 of the Companies Act, 2013 and
other applicable provisions (including any modification or re-enactment
thereof), if any, of the Companies Act, 2013, Mr. Atul Jain be and is hereby
appointed as an Additional Director on the Board of Directors of the Company
w.e.f. May 17, 2014, who shall hold office upto the date of the ensuing Annual
General Meeting of the Company.
FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, Mr.
Manoj Agarwal, Director of the Company be and is hereby authorised, on behalf
of the Company, to do all acts, deeds, matters and things as deem necessary,
proper or desirable and to sign and execute all necessary documents,
applications and returns for the purpose of giving effect to the aforesaid resolution
along with filing of necessary E-form as return of appointment with the
Registrar of Companies, NCT of Delhi and Haryana.”
3. Taking note of Resignation of
Director
“RESOLVED THAT resignation of Mr. Sanchit Goel as Director, from the Board
of Directors of the Company, be and is hereby accepted with effect from May 29,
2014.
FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, Mr.
Amit Tiwari, Director of the Company be and is hereby authorised to do all
acts, deeds, matters and things as deem necessary, proper or desirable and to
sign and execute all necessary documents, applications and returns along with
filing of necessary E-form with the Registrar of Companies, NCT of Delhi and
Haryana.”
4. Appointment of First Auditors
“RESOLVED THAT pursuant to the provision of section 139 of the Companies
Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, M/s Sudesh
Mehta & Associates, Chartered Accountants of Lucknow, from whom written
consent to act as first Auditor along with certificate pursuant to section
139(1) of the Companies Act, 2013, has been received, be and are hereby
appointed as the first auditors of the company to hold office until the
conclusion of the first annual general meeting of the company at a remuneration
to be determined by the Board of directors of the company.
RESOLVED FURTHER THAT Mr. Mohan Prakash, Director of the company be
and is hereby directed to give intimation of this appointment to the statutory
authorities, if required, and to the Auditors so appointed.”
5. Increase in Authorised Share
Capital
“RESOLVED THAT pursuant to the provisions of Section 61 and 64 and other
applicable provisions, if any, of the Companies Act, 2013 (including any
amendment thereto or re-enactment thereof) and the rules framed there under,
the consent of the Board of Directors of the Company be and is hereby accorded,
subject to the approvals of shareholders in the General meeting, to increase
the Authorized Share Capital of the Company from existing Rs. 50,00,000 (Rupees
Fifty Lacs) divided into 5,00,000 (Five Lacs) Equity Shares of Rs. 10/- each to
Rs. 75,00,000 (Rupees Seventy Five Lacs) divided into 7,50,000 (Seven Lacs
Fifty Thousand) Equity Shares of Rs. 10/- each by creation of additional
2,50,000 (Two Lacs Fifty Thousand) Equity Shares of Rs. 10/- each ranking pari
passu in all respect with the existing Equity Shares of the Company.
RESOLVED FURTHER THAT the Memorandum of Association of the Company be altered in
the following manner i.e. existing Clause V of the Memorandum of Association be
deleted and the same be substituted with the following new clause as Clause V:
V. The Authorised Share Capital of
the Company is Rs. 75,00,000/- (Rupees Seventy Five Lacs) divided into 7,50,000
(Seven Lacs Fifty Thousand) Equity Shares of face value of Rs. 10/- (Rupees
Ten) each.”
6. Constitution of CSR Committee
“RESOLVED THAT pursuant to the provisions of Section 135 of the Companies
Act, 2013, a Corporate Social Responsibility (CSR) Committee of the Board of
Directors of the Company be and is hereby constituted comprising of the
following members of the Board of Directors of the Company as members of CSR
Committee:
1. Mr. Raman Joshi, Chairman
2. Mr. Uday Singh, Member
3. Mr. Ravi Kumar, Member
RESOLVED FURTHER THAT the terms of reference of CSR Committee shall, inter-alia,
include the following:
a. To formulate and recommend to the
Board, a CSR policy which shall indicate the activities to be undertaken by the
Company as per the Companies Act, 2013;
b. To review and recommend the
amount of expenditure to be incurred on the activities to be undertaken by the
company;
c. To monitor the CSR policy of the
Company from time to time;
d. Any other matter as the CSR
Committee may deem appropriate after approval of the Board of Directors or as
may be directed by the Board of Directors from time to time.
RESOLVED FURTHER THAT the quorum for the CSR Committee Meeting shall be one-third
of its total strength (any fraction contained in that one-third be rounded off
as one) or two members, whichever is higher.
RESOLVED FURTHER THAT Company Secretary to the Company shall act as Secretary to
the CSR Committee.”
7. Change in Name of the Company
“RESOLVED THAT pursuant to the provisions of Section 4 (4), 13 and
other applicable provisions, if any, of the Companies Act, 2013, (including any
statutory modification or re-enactment thereof for the time being in
force) and the rules framed there under, consent of the Board of Directors
of the Company be and is hereby accorded, subject to the approval of the
Registrar of Companies, NCT of Delhi & Haryana and subject to the approval
of Shareholders in General Meeting, to change the name of the Company from ABC
Private Limited to XYZ Private Limited.
“RESOLVED FURTHER THAT Clause I of the Memorandum of Association of the
Company be substituted by the following:
'The Name of the company is XYZ
Private Limited.
“RESOLVED FURTHER THAT Clause 2 of the Articles of Association of the company
be substituted by the following:
"The Company" means XYZ
Private Limited
FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, Mr.
Manoj Agarwal, Director of the Company be and is hereby authorised, on behalf
of the Company, to do all acts, deeds, matters and things as deem necessary,
proper or desirable and to sign and execute all necessary documents,
applications and returns for the purpose of giving effect to the aforesaid
resolution along with filing of necessary E-form as return of appointment with
the Registrar of Companies, NCT of Delhi and Haryana.”
8. Change in Object Clause of the
Company
“RESOLVED THAT pursuant to the provisions of Section 13 and other
applicable provisions, if any, of Companies Act, 2013, (including any statutory
modifications or re-enactment thereof, for the time being in force), and the
rules framed there under, consent of the Board of Directors of the Company be
and is hereby accorded, subject to the approval of the Registrar of Companies,
NCT of Delhi & Haryana and subject to the approval of Shareholders in General
Meeting, to append following sub clause (4) after sub clause (3) of clause III
(A) of the Memorandum of Association of Company:
(4) “To carry on the Trade and Business
…………………………………………………….”
FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, Mr.
Manoj Agarwal, Director of the Company be and is hereby authorised, on behalf
of the Company, to do all acts, deeds, matters and things as deem necessary,
proper or desirable and to sign and execute all necessary documents,
applications and returns for the purpose of giving effect to the aforesaid
resolution along with filing of necessary E-form as return of appointment with
the Registrar of Companies, NCT of Delhi and Haryana.”
9. Re-adoption of Article of
Association
“RESOLVED THAT pursuant to
the provisions of Sections 14 and other applicable provisions, if any, of the
Companies Act, 2013, read with Companies (Incorporation) Rules, 2014,
(including any statutory modifications or re-enactment thereof, for the time
being in force), consent of the Board of Directors of the Company be and is
hereby accorded, subject to the approval of Shareholders in General Meeting, to
re-adopt the draft regulations contained in the Articles of Association
submitted to this meeting in substitution, and to the entire exclusion, of the
regulations contained in the existing Articles of Association of the Company.
FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, Mr.
Manoj Agarwal, Director of the Company be and is hereby authorised, on behalf
of the Company, to do all acts, deeds, matters and things as deem necessary,
proper or desirable and to sign and execute all necessary documents,
applications and returns for the purpose of giving effect to the aforesaid
resolution along with filing of necessary E-form as return of appointment with
the Registrar of Companies, NCT of Delhi and Haryana.”
10. Appointment of Auditor
Read with Companies (Audit and
Auditors) Rules, 2014, M/s Sudesh Mehta & Associates, Chartered Accountants
of Lucknow
“RESOLVED THAT pursuant to the provisions of Section 139, 142 and other
applicable provisions, if any, of the Companies Act, 2013 read with Companies
(Audit and Auditors) Rules, 2014, (including any statutory modifications or
re-enactment thereof, for the time being in force), consent of the Board of
Directors of the Company be and is hereby accorded, subject to the approval of
Shareholders in General Meeting, to re-appoint M/s Sudesh Mehta &
Associates, (Firm Registration No 458624G) Chartered Accountants, as the
Statutory Auditors of the Company to hold office from the conclusion of this
Annual General Meeting till the conclusion of the 4TH Annual General Meeting
(after commencement of the Companies Act 2013), subject to ratification by the
shareholders annually, at a remuneration to be decided by the Board of
Directors in consultation with the Auditors plus applicable service tax and
reimbursement of travelling and out of pocket expenses incurred by them for the
purpose of audit.”
Disclaimer:
Readers are advised to refer
relevant provision of law before applying or accepting any of the point
mentioned above. Author accepts no responsibility whatsoever and will not be
liable for any losses, claims or damages which may arise because of the
contents of this write up.
I am hopeful that this write up
would be of some help w.r.t. your professional working and endeavors under
Companies Act, 2013. Kindly share your opinion.
Useful Corporate Board Resolutions under Companies Act, 2013 - Corporate Law
Reviewed by CS DIVYANSHU SAHNI
on
06:22
Rating:
No comments: