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The Tax Publishers Specimen Board Meeting Resolutions 1. Board resolution for its noting down of certificate of incorporation [Section 34(1)] RESOLVED THAT the Certificate of Incorporation bearing no. ................. dated ................... issued by the Registrar of Companies, Rajasthan and the printed copies of Memorandum of Association and Articles of Association of the company be and are hereby perused and noted by the Board and that the Certificate of Incorporation be kept in the custody of the Company Secretary. 2. Board resolution for changing name of the company [Section 21] RESOLVED THAT the name of the company be and is hereby changed from SIMPLEX LIMITED to COMPLEX LIMITED subject to the approval of Central Government and the shareholders of the company. RESOLVED FURTHER THAT the managing director of the company be and is hereby authorised to do all the necessary acts and formalities including making an application for seeking approval to the changed name with the Registrar of Companies. RESOLVED FURTHER THAT an Extraordinary General Meeting be convened at the registered office of the company on ........... for obtaining the consent of the shareholders to the abovementioned changed name. RESOLVED FURTHER THAT draft notice for convening the said Extraordinary General Meeting as placed before the Board be and is hereby approved and that the managing director be and is hereby authorised to sign the notice for and on behalf of the Board of Directors and send the said notice of the meeting to all the members of the company and the persons entitled to the notice. 3. Board resolution to fix up the location of registered office [Section 146] RESOLVED THAT the registered office of the company be located at ............ and the secretary be instructed to notify the Registrar of Companies under section 146 in the e-Form No. 18. RESOLVED FURTHER THAT a sign board be placed at the registered office of the company and that the name and address of the company be printed or written in legible characters in all the business letters, bill heads, letter heads and all notices and other official publications pursuant to section 147 of the Companies Act, 1956. 4. Board resolution for alteration in Articles of Association [Section 31] RESOLVED THAT the Articles of Association be altered in the manner mentioned hereunder, subject to the approval of shareholders : Articles 59 : For the word may appearing in the second line, the word shall be substituted. RESOLVED FURTHER THAT the General Body Meeting of the company be convened to approve and adopt the resolution for the aforesaid amendments in the Articles of Association. 5. Board resolution about certificate of commencement of business [Section 149] WHEREAS the company has fulfilled the requirements as laid down in section 149 of the Companies Act, 1956 and filed a duly verified declaration in the form prescribed under Schedule III with the Registrar of Companies and WHEREAS the Registrar of Companies issued a Certificate for Commencement of Business to the company bearing number ..................... dated ................ It is RESOLVED THAT the same be taken on record. 6. Board resolution for adoption of official seal [Section 50] RESOLVED THAT the facsimile of Common Seal the impression of which is as affixed in the margin of these minutes be and is hereby adopted as official seal of the Company. RESOLVED FURTHER THAT Mr. ............................, the Manager-incharge of Companys office at .................., be and is hereby authorised to affix the official seal to any deed or other documents to which the Company is the party in Norwich and that the Common Seal be affixed to the authorisation letter which is produced before the meeting, in the presence and under signature of the following officers : (a) Mr. ........................................, Director (b) Mr. ........................................, Secretary RESOLVED that the Common Seal of the Company be affixed to the agreement/power of attorney/documents named in the resolution, a copy of which was tabled at the meeting and initialled by the Chairman for the purpose of identification in the presence of Mr. ........................... and Mr. ......................., Directors of the Company and Mr. .............................., Company Secretary of the Company, who shall sign the same. 7. Board tesolution for approval and adoption of common seal Following resolution was passed in this connection unanimously : 'RESOLVED THAT the impression of seal as affixed in the margin of minutes bearing chairmans signature for the purpose of identification and produced at this meeting be and is hereby approved and adopted as the Common Seal of the company.' 'RESOLVED FURTHER THAT the Common Seal of the company be affixed on any document in keeping with the relevant Article of the Articles of Association of the company.' 'RESOLVED FURTHER THAT a Seal Register be maintained in which necessary particulars be entered into in relation to documents on which Common Seal is affixed in chronological order.' 'RESOLVED FURTHER THAT the box containing the seal will be kept in the custody of secretary with one of the keys in secretarys custody and the another key in the chairmans custody.' SUBSCRIBE FOR FULL CONTENT

The Tax Publishers Specimen Board Meeting Resolutions 1. Board resolution for its noting down of certificate of incorporation [Section 34(1)]

RESOLVED THAT the Certificate of Incorporation bearing no. ................. dated ................... issued by the Registrar of Companies, Rajasthan and the printed copies of Memorandum of Association and Articles of Association of the company be and are hereby perused and noted by the Board and that the Certificate of Incorporation be kept in the custody of the Company Secretary.

2. Board resolution for changing name of the company [Section 21]

RESOLVED THAT the name of the company be and is hereby changed from SIMPLEX LIMITED to COMPLEX LIMITED subject to the approval of Central Government and the shareholders of the company.

RESOLVED FURTHER THAT the managing director of the company be and is hereby authorised to do all the necessary acts and formalities including making an application for seeking approval to the changed name with the Registrar of Companies.

RESOLVED FURTHER THAT an Extraordinary General Meeting be convened at the registered office of the company on ........... for obtaining the consent of the shareholders to the abovementioned changed name.

RESOLVED FURTHER THAT draft notice for convening the said Extraordinary General Meeting as placed before the Board be and is hereby approved and that the managing director be and is hereby authorised to sign the notice for and on behalf of the Board of Directors and send the said notice of the meeting to all the members of the company and the persons entitled to the notice.

3. Board resolution to fix up the location of registered office [Section 146]

RESOLVED THAT the registered office of the company be located at ............ and the secretary be instructed to notify the Registrar of Companies under section 146 in the e-Form No. 18.

RESOLVED FURTHER THAT a sign board be placed at the registered office of the company and that the name and address of the company be printed or written in legible characters in all the business letters, bill heads, letter heads and all notices and other official publications pursuant to section 147 of the Companies Act, 1956.

4. Board resolution for alteration in Articles of Association [Section 31]

RESOLVED THAT the Articles of Association be altered in the manner mentioned hereunder, subject to the approval of shareholders :

Articles 59 : For the word may appearing in the second line, the word shall be substituted.

RESOLVED FURTHER THAT the General Body Meeting of the company be convened to approve and adopt the resolution for the aforesaid amendments in the Articles of Association.

5. Board resolution about certificate of commencement of business [Section 149]

WHEREAS the company has fulfilled the requirements as laid down in section 149 of the Companies Act, 1956 and filed a duly verified declaration in the form prescribed under Schedule III with the Registrar of Companies and WHEREAS the Registrar of Companies issued a Certificate for Commencement of Business to the company bearing number ..................... dated ................ It is RESOLVED THAT the same be taken on record.

6. Board resolution for adoption of official seal [Section 50]

RESOLVED THAT the facsimile of Common Seal the impression of which is as affixed in the margin of these minutes be and is hereby adopted as official seal of the Company.

RESOLVED FURTHER THAT Mr. ............................, the Manager-incharge of Companys office at .................., be and is hereby authorised to affix the official seal to any deed or other documents to which the Company is the party in Norwich and that the Common Seal be affixed to the authorisation letter which is produced before the meeting, in the presence and under signature of the following officers :

(a) Mr. ........................................, Director

(b) Mr. ........................................, Secretary

RESOLVED that the Common Seal of the Company be affixed to the agreement/power of attorney/documents named in the resolution, a copy of which was tabled at the meeting and initialled by the Chairman for the purpose of identification in the presence of Mr. ........................... and Mr. ......................., Directors of the Company and Mr. .............................., Company Secretary of the Company, who shall sign the same.

7. Board tesolution for approval and adoption of common seal

Following resolution was passed in this connection unanimously :

'RESOLVED THAT the impression of seal as affixed in the margin of minutes bearing chairmans signature for the purpose of identification and produced at this meeting be and is hereby approved and adopted as the Common Seal of the company.'

'RESOLVED FURTHER THAT the Common Seal of the company be affixed on any document in keeping with the relevant Article of the Articles of Association of the company.'

'RESOLVED FURTHER THAT a Seal Register be maintained in which necessary particulars be entered into in relation to documents on which Common Seal is affixed in chronological order.'

'RESOLVED FURTHER THAT the box containing the seal will be kept in the custody of secretary with one of the keys in secretarys custody and the another key in the chairmans custody.'