RESOLUTION

RESOLUTIONS

Appointment of  Retiring Auditors-Ordinary Resolution

Section

:

224(2)

Passing Authority

:

Company at AGM

Nature Of Resolution

:

Ordinary Resolution

Resolution

:

Resolved that M/s ……Chartered Accountants, who are retiring auditors of the company and who have offered themselves for reappointment as such and who are not disqualiied to act, within the provisions of section 224(1B) of the Companies Act, 1956, be and, are hereby appointed as auditors of the company to hold office until the conclusion of the next Annual General meeting of the company and that they may be paid fees for auditing the accounts as mutually agreed upon

Guidelines

:

.

Filling

:

N.A.

 

Appointment of Director-Ordinary Resolution

Section

:

255

Passing Authority

:

Board of directors

Nature Of Resolution

:

Simple Majority

Resolution

:

RESOLVED THAT Mrs/Mr._____________ be and is hereby appointed as an director/additional director of the company to hold the office till the conclusion of next Annual General Meeting with effect from___________(date).

 

FURTHER RESOLVED THAT Mr/Mrs.________________ director ( Present) of the Company be and is hereby authorized to sign Form No 32 and other relevant documents for completion of formalities of appointment of Mr/Mrs. _____________”

Guidelines

:

.In the case of a private company which is not a subsidiary of a public company the articles may provide for the appointment of all or any of its directors in such a manner as may be provided  therein. It is not necessary that any of them should be appointed by the company in general meeting. But where the articles do not provide otherwise the directors are to be appointed in the general meeting.

In the case of a private company which is not a subsidiary of a public company, the provisions of sub-section(1) relating to retirement of directors have no application and none of it s directors need retire by rotation in the proportion of 1/3rd or in any other proportion. Such company may make its own provision as regards retirement of its directors.

Filling

:

Form 32 within thirty days of appointment  with ROC

 

  

Change of situation of registered office

Section

:

146(2)

Passing Authority

:

Board of directors

Nature Of Resolution

:

Simple Majority

Resolution

:

“RESOLVED that registered office of the company be shifted from…………………………to…………………………….., effective from ..(date)….. “

 

RESOLVED FURTHER that the Secretary of the company be and is hereby authorized to file the necessary return with the Registrar Of Companies, Mumbai In Form no 18 pursuant to section 146(2) of the companies Act, 1956.

 

RESOLVED FURTHER that change in the place of the registered office be made in the name plates or board affixed at the registered office as also in letterheads, official publications, documents, etc. pursuant to the provisions contained in section 147 of the companies Act, 1956.

Guidelines

:

Where the registered office is shifted from one place to another in the same city, town, only board resolution is required and approval of shareholders in the general meeting is not necessary.

When registered office is removed from one state to another, approval of the shareholders and the confirmation of the same by company law board is required in of section 17 of the Act..

Filling

:

Form no 18 is to be filed with ROC within 30 days of shifting the registered office.

 

 

 

Resignation of Director-Ordinary Resolution

Section

:

NA

Passing Authority

:

Board of directors

Nature Of Resolution

:

Simple Majority

Resolution

:

“RESOLVED THAT Mrs/Mr.______________ be and is hereby resigned as director of the company with effect from _____________(date)

 

FURTHER RESOLVED THAT Mr/Mrs.________________ director ( Present) of the Company be and is hereby authorized to sign Form No 32 and other relevant documents for completion of formalities of  Resignation of Mrs/Mr______________.”

 

Guidelines

:

.

Filling

:

Not required

 

 

 

Opening of bank account of the Company

Section

:

NA

Passing Authority

:

Board of directors

Nature Of Resolution

:

Simple Majority

Resolution

:

“RESOLVED THAT a Current Account in the name of the Company to be opened with ………..Bank at ………..Branch and the said bank be instructed to honour cheques, bills of exchange and any other negotiable instrument signed singly by any of the directors of the Company as mentioned below.

 

FURTHER RESOLVED THAT any one/two Director of the Company be and hereby is authorised to endorse on behalf of the Company and present for collection to the credit of the aforesaid bank account all cheques, bills of exchange and any other negotiable instrument.”

 

Name of the signatory      Designation   Signing

  1. …………………                                Director            Singly
  2. ………………….                               Director            Singly

Guidelines

:

.

Filling

:

N.A.

 

 
                                                                                    BACK to AMD & CO
 

Disclaimer :  AMD & CO is not responsible for any kind of loss arising due to information

Comments