Amendment of Articles
Notes : The Board may recommend the following
resolution as special resolution for the approval of general meeting at the
forthcoming Annual General Meeting:
“RESOLVED THAT the Articles of Association of
the Company be altered by the incorporation therein of the following new
Article..................... after existing Article.................. the
Directors of the company (other than a managing Director and a Whole-time
Director) may be paid remuneration, in addition to fees for the meetings of the
Board or any Committee attended by them on the lines prescribed in the second
proviso of Section 197(1), by way of commission if the company, by a special
resolution or in any other manner as may be applicable from timeto time,
authorises such payment provided that such commission shall not in the
aggregate exceed three per cent of the net profits of the company and where the
company has a Managing Director and/or Whole-time Director or a Manager in any
year, such commission shall not exceed one per cent of the net profits of the
Company, said net profits having been computed in the manner laid down in
section 198 of the Act and further that such remuneration shall be paid to all
the Directors for the time being in office (other than a Managing director or
Whole-time Director) or to any one or more of them in such proportion as the
Board may by resolution decide, or equally to all
such Directors.
RESOLVED FURTHER THAT the Secretary be and is
hereby authorised to take necessary action to obtain theapproval of the general
meeting at the forthcoming Annual General Meeting.”
APPOINTMENT OF SOLE SELLING AGENTS
“RESOLVED THAT, Messrs …………. of ………………..
(address), be and are hereby appointed Sole
Selling Agents for the sale of the Company’s
products in the State of Maharashtra for a period of five years with effect
from …..……..on the terms and conditions contained in the draft agreement to be
entered into between Messrs …………... and the Company, a copy of which was placed
before the meeting and initialled by the Chairman for the purpose of
identification, and that the agreement be signed by the Managing Director on
behalf of the company.”
“RESOLVED FURTHER THAT the Managing Director
be and is hereby authorised to take further necessary action to give effect to
the resolution”.
Approving advertisement for public deposit
“RESOLVED
THAT, pursuant to Section 73 of the Companies Act, 2013, and the Companies
(Acceptanceof Deposits) Rules, 2014, the advertisement both in English and
(vernacular language) inviting deposits from the public, from shareholders,
employees, and others on the authority and in the name of the Boardof Directors
of the company, the draft whereof submitted to this meeting duly initialled by
and for the purpose of identification, be and is hereby approved and adopted.”
“RESOLVED
FURTHER THAT copies of the advertisement signed by the majority of the
Directors on the Board or through their agents duly authorised in writing be
delivered to the Registrar of Companies by the Company Secretary for
registration as required under Rule 11, of the Companies (Acceptance of
Deposits) Rules, 2014.”
“RESOLVED
FURTHER THAT the Company Secretary be and is hereby authorised to issue,
circulate and advertise the same in newspapers in accordance with the
provisions of the Companies (Acceptance of Deposits) Rules, 2014.”
Availing of Credit facilities from ………………………… Bank
The
Chairman informed the Board that the company had approached …………………………… Bank
for a loan facility of ` 25,00,00,000 (Rupees Twenty Five Crores). The Bank had
sanctioned the facility vide its sanction letter dated ………………... The sanction
letter was placed before the Board. After discussion, the Board passed the
following Resolution :
“RESOLVED
THAT approval be and is hereby accorded to avail of the Demand Loan facility of
` 25,00,00,000 (Rupees Twenty Five Crores) sanctioned by………………………….. Bank,
(address) as per the terms and conditions specified by the Bank vide its letter
dated ……………… placed before the Board and initialled by the Chairman for the
purpose of identification.”
“RESOLVED
FURTHER THAT Mr. …….., Managing Director of the company, be and is hereby
authorized to execute the necessary documents in favour of ………………………. Bank, to
avail of the aforesaid Demand Loan facility.”
“RESOLVED
FURTHER THAT the Common Seal of the company be affixed to the said documents in
thepresence of any two Directors of the company and the Company Secretary.”
“RESOLVED
FURTHER THAT the Company Secretary be and is hereby authorised to file the
necessaryForm for registration of charge with the Registrar of Companies, and
also forward a copy of this Resolution to………………………………. Bank.”
Cost Audit
Notes : The Central Government is vested under Section 148 with
the power to order audit of its cost accounts.As maintenance of cost accounts
is applicable to the Company, the Department of Company Affairs has issuedan
order directing an audit of cost accounts for every year. The auditor shall be
appointed by the Board subject tothe approval of the Central Government. The
following resolution is submitted for the consideration and approvalof the
Board:-
Draft Resolution:
“RESOLVED THAT pursuant to the order
No........................ dated.................. of the Central Government,
copy
whereof was placed on the table directing audit of cost
accounts of the Company every year, Mr................................
Cost Accountant, Membership No.
........................................ who has certified that the
appointment, if made, will
be in accordance with Section 148 of the Act, be
appointed for the year 2013-2014 subject to the approval of the
Central Government.”
“RESOLVED FURTHER THAT a remuneration of `
............................. be paid to the Cost Auditor plus
reimbursement of incidental expenses incurred by the
Auditor for carrying out the cost audit.”
“RESOLVED FURTHER THAT the Secretary be entrusted with responsibility
to obtain the approval of the CentralGovernment to the appointment of
Mr.................. as Cost Auditor.”
Delegation of power to Managing Director
The
Chairman stated that it would be advantageous to deploy the surplus funds
raised by the company, asand when suitable investment opportunities arise. The
Board agreed and passed the following Resolution to authorize the Managing
Director to make such investments:
“RESOLVED
THAT Mr. …………, Managing Director, be authorised 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 of as and when necessary and that such investment should not exceed
the aggregate value of ` …………….. at any time provided that no investment should
be made bythe Managing Director in shares of companies in excess of the ceiling
prescribed in sub-section (2) ofSection 186 of the Companies Act, 2013.”
“RESOLVED
FURTHER THAT the Managing Director be and is hereby authorised to sign the
applications, receive any moneys in respect of the said investment, furnish
receipts and to sign papers to dispose of theinvestments by sale as and when
necessary.”
Payment of Interim Dividend
“RESOLVED
THAT an interim dividend of Rupee one per equity share absorbing ` 10,00,000,
be paid on the ………… (date), out of the profits of the Company for the year
ending .........................………., on 10,00,000 equity shares, subject to
the deduction of income tax in accordance with the provisions of the Income Tax
Act, 1961, to those equity shareholders whose names stand in the register of
members on the...................……… of ……….., and that the transfer books and
the register of members be closed from the ………….. of…………. to the ……….. of ………,
both days inclusive, for the purpose of payment of such dividend.”
“RESOLVED
FURTHER THAT a bank account be opened under the name and style “Interim
Dividend Account of …….Company Limited” with …….Bank and that the total amount
of interim dividend be deposited in the said bank within 5 days from the date
of this resolution and that Mr. ………..Managing Director be and is hereby
authorized to operate the said account.”
Recommendation of Final Dividend
Notes : The following resolution is for approval of the
Board. The dividend recommended is in accordance with the provisions of Section
20 of the Companies Act, 2013 and the Companies Draft Resolution:
“RESOLVED THAT Final Dividend at the rate of
`.................... per equity share of ` 10 each aggregating`
.......................... be and is hereby recommended for the approval of the
members at the forthcoming Annual General Meeting.
RESOLVED FURTHER THAT the dividend, if declared at the
Annual General Meeting, be paid, to those
shareholders whose names appear in the books of the
company on .................... (date of the Annual General Meeting).”
Remuneration to Non-Executive Directors
Notes
: Section 197 of the Act provides that a
Director who is neither a whole-time Director nor a Managing Director or all
such Directors may be paid remuneration by way of commission if the proposal is
approved by the general meeting by a special resolution. Such commission cannot
ordinarily exceed one percent of the net profitsof a company where there is
already a Managing Director and/or Whole-time Director in the company concerned
or three per cent of the net profits where the company does not have
Managing/Whole-time directors.Further as far as the Articles of association of
the company is concerned, there is no provision in the Articles permitting (the
Board to pay commission to the non-executive directors. Hence the articles of
the Company needs to be modified to incorporate a suitable provision for the
payment of commission to such Directors.Thus to enable the Board to implement
the proposal, approval of the Central Government and of the company in general
meeting are required. Accordingly the following resolutions are submitted for
Board’s consideration:
Draft
Resolution:
“RESOLVED
THAT subject to the approval of the Central Government under Section 197 of the
Companies Act,2013 and subject to the approval of the company in general
meeting, payment of commission not exceeding one per cent of the net profits of
the Company computed in the manner laid down in Section 198 of the Act for a
period of five years commencing from the financial year ended 31st March, 2014
and at the rate of 3 per cent of the net profits computed in the said manner
for any one or more years where the company shall not have a Managing
and/or
Whole-time Director or a Manager during any such year out of the said financial
years be paid to the Non-Executive Directors to be shared equally amongst such
Directors.
RESOLVED
FURTHER THAT necessary notices be published in newspapers in terms of Section
201 of the Act and the Secretary be and is hereby authorised to make the
necessary application to the Central Government.”
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