Draft Resolutions For Professionals under Companies Act,2013

CS Divesh Goyal

1. TO TAKE NOTE OF KEY MANAGERIAL PERSONNEL (KMP) OF THE COMPANY UNDER SECTION 203 OF THE COMPANIES ACT, 2013:-

The Chairperson informed the Board pursuant to provision of Section 2(51) & Section 203 read with rule made there under and other applicable provisions of the Companies Act, 2013 there is need to designate Company Secretary Mr. —————– as Key Managerial Personnel.

After discussion following resolution passed unanimously:-

“RESOLVED THAT, pursuant to Section 2(51) & Section 203 read with rule made there under and other applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force) Mr. ——————— Company Secretary, who has already given his consent to act as Key Managerial Personnel, be and is here by designated as whole- time Key Managerial Personnel w.e.f. ————- to perform the duties required to be performed by a KMP and Company Secretary under the Companies Act, 2013 and rule made there under and such other duties as assigned to him by Board from time to time.”

“RESOLVED FURTHER THAT, Mr. ————— (DIN: ——-) and Mrs. ———– (DIN: ———), Directors of the Company either jointly or severally be and are hereby authorized to do all such acts, deeds, things etc. as may be required to comply with all formalities in this regard.”

2. TO SPECIFY A DIRECTOR AS OFFICER WHO IS IN DEFAULT:-

The Chairperson informed the Board pursuant to Section 2(60) read with rules made there under and other applicable provisions of the Companies Act 2013, there is need to specify KMP or any director of company as Officer who is in default.

After discussion following resolution passed unanimously:-

“RESOLVED THAT, pursuant to Section 2(60) read with rules thereof and other applicable provisions of the Companies Act 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force) Mr. ————, Company Secretary of Company (KMP) who has given his consent to act as such, be and is here by, specified as Officer who is in default w.e.f. ——————.”

“RESOLVED FURTHER THAT, Mr. ————— (DIN: ——-) and Mrs. ———– (DIN: ———), Directors of the Company either jointly or severally be and are hereby authorized to do all such acts, deeds, things etc. as may be required to comply with all formalities in this regard.”

3. TO AUTHORIZE BOARD TO BORROW MONEY:-

The Chairperson informed the Board that the company may borrow money for the business operation of the Company upto Rs. ——- Lacs (———– Lacs Only) which is within the limits prescribed under section 180 of Companies Act, 2013. The approval of the Board is to be accorded in accordance with section 179(3) of Companies Act, 2013.

After Discussion the following resolution was passed unanimously: –

“RESOLVED THAT pursuant to Section 179 (3)(d) and other applicable provisions, if any, of the Companies Act, 2013 or subject to such modification and re-enactment thereof, consent of the Board of directors of the Company  be and is hereby accorded to avail loan upto Rs. ——– Lacs (Rupees ——— Lacs Only).

“RESOLVED FURTHER THAT Mr. ————— (DIN: ——-) and Mrs. ———– (DIN: ———), Directors of the Company either jointly or severally be and are hereby authorized to do all such other things, acts and deeds etc. as may be required to comply with all formalities in this regard.”

4. TO INVEST THE FUNDS OF THE COMPANY:

The Chairperson informed the Board that the company may invests its surplus funds time to time for different purposes within the limit envisaged under section 186 read with rule 11 of companies (Meetings of Board and its Powers) Rules, 2014 of the Companies Act, 2013. The approval of the Board is to be accorded in accordance with section 179(3) (e) of Companies Act, 2013.

After Discussion the following resolution was passed unanimously: –

“RESOLVED THAT pursuant to the provisions of section 179 (3) (e) and subject to limit envisaged under Section 186 read with rule 11 of companies (Meetings of Board and its Powers) Rules, 2014 of the Companies Act, 2013 the consent of the Board be and is hereby accorded to invest surplus funds upto Rs. ——– lacs (Rupees ———— Lacs Only) at any one time.”

“RESOLVED FURTHER THAT Mr. ————— (DIN: ——-) and Mrs. ———– (DIN: ———), Directors of the Company either jointly or severally be and are hereby authorized to do all such other things, acts and deeds etc. as may be required to comply with all formalities in this regard.”

5. TO GRANT LOAN:-

The Chairperson informed the Board that pursuant to the provisions of section 179 (3)(f) and other applicable provisions if any of the Companies Act 2013, (including any statutory modification or re-enactment thereof for the time being enforce) and subject to such approvals, consents, sanctions and permissions of the appropriate authorities, departments or bodies as may be necessary, the Company may grant loan of Rs. ——— Lacs (Rupees ———— Lacs Only) in aggregate to employees. The approval of the Board is to be accorded in accordance with section 179(3) of Companies Act, 2013.

After Discussion the following resolution was passed unanimously: –

“RESOLVED THAT pursuant to the provisions of section 179 (3) (f) and other applicable provisions if any of the Companies act 2013, (including any statutory modification or re-enactment thereof for the time being enforce) and subject to such approvals, consents, sanctions and permissions of the appropriate authorities, departments or bodies as may be necessary, the Company be and is hereby authorized to grant loans of Rs. ——— Lacs (Rupees —————- Only) in aggregate to employees on such terms and conditions as may be decided from time to time.”

“RESOLVED FURTHER Mr. ————— (DIN: ——-) and Mrs. ———– (DIN: ———) Mr. ————— (DIN: ——-) and Mrs. ———– (DIN: ———), Directors of the Company either jointly or severally be and are hereby authorized do take such steps as may be necessary for obtaining approvals, statutory, contractual or otherwise, in relation to the above and to settle all matters arising out of and incidental thereto and sign and execute all deeds, applications, documents and writings that may be required, on behalf of the Company and generally to do all acts, deeds, things etc. as may be required to comply with all formalities in this regard for the purpose of giving effect to the aforesaid Resolution.”

(Author – CS Divesh Goyal, ACS is a Company Secretary in Practice from Delhi and can be contacted at csdiveshgoyal@gmail.com)

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