Article contains Specimen of Ordinary Resolution Appointing Auditor of The Company at an AGM, Specimen of Board Resolution To Acquire Shares of Another Company, Specimen Resolution of The Board for Appointment of Additional Director and Specimen Resolution for Appointment of Company Secretary in Practice for Secretarial Audit.

1. SPECIMEN OF ORDINARY RESOLUTION APPOINTING AUDITOR(S) OF THE COMPANY AT AN AGM

TYPE OF RESOLUTION : ORDINARY RESOLUTION

TYPE OF MEETING : GENERAL MEETING

“RESOLVED THAT Pursuant to sub section (1) of section 139 of the Companies Act, 2013, M/s…………… Chartered Accountants, ………., New Delhi, be and are hereby appointed as the auditors of the company to hold office to audit the financial accounts of the company for the financial year ended ……… on a remuneration of ………… (Rupees………) and reimbursement of actual expenses that may be incurred by the auditors in the performance of their duty as auditors of the company.”

2. SPECIMEN OF BOARD RESOLUTION TO ACQUIRE SHARES OF ANOTHER COMPANY

TYPE OF RESOLUTION : BOARD RESOLUTION

TYPE OF MEETING : BOARD MEETING

“RESOLVED THAT Pursuant to section 186 of the companies Act, 2013, the consent of the board of directors of the company be and is hereby accorded to make investments of Rs. 5,00,00,000/- (Rupees Five Crore Only) for acquisition of 5,00,000/- (Five Lac) equity shares of Rs. 100/- each fully paid up in M/s XYZ Ltd. From various existing shareholders of M/s XYZ Ltd.

RESOLVED FURTHER THAT Mr. MD, Managing Director of the company be and is hereby authorized to make payment of consideration to the transferors and to do all such necessary act as may be necessary for this act”

3. SPECIMEN RESOLUTION OF THE BOARD FOR APPOINTMENT OF ADDITIONAL DIRECTOR

TYPE OF RESOLUTION : BOARD RESOLUTION

TYPE OF MEETING : BOARD MEETING

“RESOLVED THAT Pursuant to the provision of article ….. of the Articles of Association of the company, shri “Y” who has signified his consent to act as the director, be and is hereby appointed as an additional director of the company to hold office till the next annual general meeting.”

“RESOLVED FURTHER THAT Shri ……. Secretary/ Director be and is hereby authorized to submit form DIR-12 with the Registrar of the companies and to do all such acts and deeds as may be Required to be done in this regard”

4. SPECIMEN RESOLUTION FOR APPOINTMENT OF COMPANY SECRETARY IN PRACTICE FOR SECRETARIAL AUDIT

TYPE OF RESOLUTION : BOARD RESOLUTION

TYPE OF MEETING : BOARD MEETING

“RESOLVED THAT M/s ABC & Co., Company Secretaries be and is hereby appointed as secretarial auditor of the company in terms of the provisions of Section 204 of the companies act, 2013 and to hold the office till the conclusion of the next annual general meeting on such remuneration as may be determined by the board and agreeable to them.”

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