Thursday, 18 June 2020

Board Resolution for Voluntary Winding up of the Company

Board Resolution for Voluntary Winding up of the Company

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF (COMPANY NAME) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS) ON (DATE) AT (TIME).

RESOLVED THAT the consent of the Board of Directors of the Company be and is at this moment accorded to voluntarily wind up the affairs of the Company by the provisions of section 304(1)(b) of the Companies Act, 2013 subject to the approval of members in general meeting.
RESOLVED FURTHER THAT the Board of Directors have made a pragmatic assessment of the affairs of the company and have reasonable grounds to form the opinion that the company will be able to pay its debts in full within a period of one year after realizing the assets belonging to the Company.

RESOLVED FURTHER THAT the Declaration of Solvency along with an affidavit to verify the declaration, and auditor’s report thereon, a draft of which as placed before the Board duly initialed by the Chairman for the purpose be and is hereby considered and approved and all the directors of the company be and are hereby authored to sign the declaration and affidavit and to file the same with the Registrar of Companies.

RESOLVED FURTHER THAT  for the purpose of company be and is hereby authored to do all such acts, deeds and things as may be required to implement the above said decision of the Board and to issue the notice of the extraordinary general meeting as placed before the Board duly initialed by the Chairman for the purpose of identification.

Certified True Copy,
For (Company Name)
DIRECTOR
ADDRESS:


Board Resolution Format for Giving Power of Attorney

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF (COMPANY NAME) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS) ON (DATE) AT (TIME).
 
RESOLVED THAT Mr. (NAME), Managing Director of the Company, be and is hereby authorized to execute on behalf of the Company, a Power of Attorney in favor of Mr.(NAME), General Manager Operations (“the Attorney”) of the Company granting full power and authorities on behalf of the Company for the following purposes:

To execute the agreement with all the clients for the XYZ services of the Company;
To negotiate and finalize the commercials for the said XYZ services;
To submit tenders with any organizations or authorities for the above purposes;
To manage the day to day affairs in carrying out the execution of project undertaken for the XYZ services;
To do all such acts, deeds, and things as may be necessary for completion of the projects undertaken for XYZ services.
RESOLVED FURTHER THAT any work carried out by the Attorney about the purposes mentioned above shall be valid and binding upon the Company.

RESOLVED FURTHER THAT the power so granted to the Attorney under this resolution may be revoked, for cause, or without cause, by a resolution of the Board or by a written order by Mr. (NAME), Managing Director, at any time in the future.

RESOLVED FURTHER THAT Mr. (NAME), Managing Director and Mr. (NAME), Company
Secretary of the Company be and are hereby severally authorized to do all such acts, deeds, and things as may be necessary to give effect to this resolution.

Certified True Copy,
For  (Company Name)
DIRECTOR
ADDRESS:
CITY :
STATE :
Board resolution of section 186 of the Companies Act, 2013 (Loan and investment by the company)

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF (COMPANY NAME) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS) ON (DATE) AT (TIME).

“RESOLVED THAT” the consent of the Company be and is hereby accorded to the Board of Directors in terms of the provisions of Section 186 of the Companies Act, 2013 and the Board including any Committee of Directors be and is hereby authorized, subject to the approval of the Reserve Bank of India, if any, and other applicable Rules, Regulations, Guidelines (including any statutory modifications or re-enactment thereof for the time being in force) and such conditions as may be prescribed by any of the concerned authorities, notwithstanding that the aggregate loans and guarantees to any bodies corporate and persons and investment in securities of any bodies corporate exceeds the limits specified under Section 186 of the Companies Act, 2013, read with the applicable rules, circulars or clarifications thereunder:

(a) to invest/acquire from time to time by way of subscription, purchase, conversion or otherwise Equity Shares, Preference Shares, Debentures (whether convertible or non-convertible) or any other financial instruments of one or more bodies corporate, whether in India or outside, which may or may not be subsidiary(ies) of the Company as the Board may think fit, in pursuance of Section 186 of the Companies Act, 2013 (including any ordinance or statutory modification or re-enactment thereof, for the time being in force), to the extent of the following limits:

Investments into Subsidiaries and other Bodies Corporate:Rs.(Rupees only).

(b) to make/give from time to time any loan or loans to any body or bodies corporate, whether in India or out side, which may or may not be subsidiary(ies) of the Company or to any persons as the Board may think fit, in pursuance of Section 186 of the Companies Act, 2013 (including any ordinance or statutory modification or re-enactment thereof, for the time being in force) to the extent of the following limits:

Loans to Subsidiaries, other Bodies Corporate or Persons: Rs.(Rupees only).

(c) give from time to time any guarantee(s) and/or provide any security to any person(s), any Body Corporate, Bank, Financial Institutions or any other institution in India or outside in respect of or against any loans to or to secure any financial arrangement of any nature by, any other person(s), any Body(ies) Corporate, whether in India or outside, which may or may not be subsidiary(ies) of the Company, as the Board may think fit, in pursuance of Section 186 of the Companies Act, 2013 (including any ordinance or statutory modification or re-enactment thereof, for the time being in force) to the extent of the following limits:

Guarantees against Loans/Financial arrangements in favor of Subsidiaries, other Bodies Corporate and Persons: Rs.(Rupees only).

“RESOLVED FURTHER THAT” the consent of the Company, be and is hereby accorded to the Board including any Committee of Directors, pursuant to Rule No.ll of the Companies (Meetings of Board and its Powers) Rules, 2014 and Section 186 and other applicable provisions of the Companies Act, 2013, to give any loan to or guarantee or provide any security on behalf of, or acquire securities of, the Wholly Owned Subsidiaries of the Company, for such sums as may be decided by Board/Committee of Directors as permitted or subject to the provisions specified therein.

“RESOLVED FURTHER THAT” for the purpose of giving effect to the above resolution, the Board/Committee be and is hereby authorized to agree, make, accept and finalize all such terms, condition(s), modification(s) and alteration(s) as it may deem fit including the terms and conditions within the above limits up to which such investments in securities/loans/ guarantees, that may be given or made, as may be determined by the Board or the Committee thereof, including with the power to transfer/dispose of the investments so made, from time to time, and the Board/Committee is also hereby authorized to resolve and settle all questions, difficulties or doubts that may arise in regard to such investments, loans, guarantees and security and to finalize and execute all agreements, documents and writings and to do all acts, deeds and things in this connection and incidental as the Board/Committee in its absolute discretion may deem fit without being required to seek any further consent or approval of the members or otherwise to the end and intent that they shall be deemed to have been given approval thereto expressly by the authority of this resolution.

Certified True Copy,
For  (Company Name)
DIRECTOR
ADDRESS:
CITY :
STATE :


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