Board Resolution for Appointment of a person as a managing director, who is already a managing director in two other companies
(To be obtained on pre-printed corporate letterhead)
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE BOARD OF DIRECTORS OF ——————PRIVATE LIMITED HELD ON ————- AT THE REGISTERED OFFICE OF THE COMPANY AT ——– A. M. /P.M
“RESOLVED that pursuant to the provisions of Sections 269, 309,311, 316 and other applicable provisions, if any of the Companies Act, 1956 and subject to the approval of the company in general meeting and of the Central Government,Shri. XY, who is already the Managing Director of PQ Limited and BCD Limited, be and is hereby appointed as the Managing Director of the company for a period of 5 years from June 1,2000, with the consent of all the Directors present at the meeting, of which the resolution to be moved thereat the specific notice was given to all the Directors, on the terms and conditions
contained in the draft agreement tabled and initialed by the Chairman for identification. RESOLVED FURTHER that Shri A & Shri B, Directors of the company be and are hereby authorised to execute the said agreement subject to such modifications as may be made by the Central Government.”.
Amalgamation of subsidiary with the holding company:
i) That the draft scheme of amalgamation of ABC Ltd., asubsidiary of the company, with the company be and is hereby approved.
ii) That Shri. X, Managing Director and Sri. Y, Company Secretary be and are hereby severally authorised to take such action as may be considered necessary or expedient to obtain the approval and to carry into effect the terms of scheme of amalgamation as approved by the High Court.
iii) That the said Shri. X, Managing Director and Shri. Y, Company Secretary be and are hereby authorised severally to sign all papers and/or other documents and swear affidavits which are required for carrying into effect the said scheme of amalgamation.”
5. Approving advertisement for public deposit:
“RESOLVED that the company do invite and accept deposits from public within the limits prescribed under Rule 3 of Companies(Acceptance of Deposit) Rules 1975, on the basis of its audited accounts for the year ended………….as under:
a. Upto Rs. ……… from shareholders being 10% of its paid-up capital and free reserves, and
b. Upto Rs. ……… from public being 25% of the said capital and free reserves. At rates of interest indicated against each scheme incorporate the terms and conditions and that the draft application form with rules and conditions laid on the table of the Board, duly initiated by the Chairman, be and is hereby approved.”
“RESOLVED FURTHER that the text of advertisement placed at the meeting be and is hereby approved and the Company Secretary be and is hereby authorised to file the advertisement duly signed by a majority of the Directors with the Registrar of Companies as required under the Rules and publish the same in two newspapers as prescribed.”“RESOLVED FURTHER that Mr. …………… and Mr. ……………. be severally authorised to sign and issue the Deposit receipts by the due date.”