The Tax PublishersSpecimen General Meeting Resolutions1. General Meeting resolution for changing the name of the company in case it resembles the name of another company [Section 22]

RESOLVED THAT the consent of the Central Government having been obtained as per the requirements of section 22 of the Companies Act, 1956, the name of the Company be and is hereby changed from XYZ Limited to PQR Limited.

Explanatory Statement pursuant to section 173(2) of the Companies Act, 1956

The Company was registered on 1-10-2007 as XYZ Ltd., which closely resembles the name of another existing company. In order to avoid any later day complications due to resemblance of the name with that of the other company, the Directors are of the view that the name of the Company should be changed from XYZ Ltd. to PQR Ltd. Approval of the Central Government has been obtained, a copy of which is available for inspection on any working day during business hours at the registered office of the Company. The resolution is, therefore, recommended for approval.

None of the Directors is personally interested in the aforesaid resolution.

2. General Meeting special resolution for changing the name of the company

RESOLVED THAT subject to the approval of the Central Government, pursuant to section 21, the name of the Company be changed from SIMPLEX LIMITED to COMPLEX LIMITED and that wherever the name SIMPLEX LIMITED appears in Memorandum of Association and Articles of Association, the same be substituted by the new name COMPLEX LIMITED.

3. General Meeting special resolution for alteration of situation clause of Memorandum of Association of the company [Section 17]

RESOLVED THAT subject to the approval of the Company Law Board, Clause 2 of the Memorandum of Association be substituted by the under mentioned clause :

'2. The Registered Office of the Company will be situate in the State of RAJASTHAN.'

RESOLVED FURTHER THAT upon the aforesaid resolution becoming effective, the Registered Office of the Company be shifted from PUNJAB to JODHPUR or such other place in RAJASTHAN as may be agreed upon by the Board of Directors of the Company from time to time.

Explanatory Statement pursuant to section 173(2) of the Companies Act, 1956

Clause 2 of the Memorandum of Association of the Company states that the registered office of the company will be situate in the State of Punjab. Since, during the last few years, our Company has diversified its activities and has expanded the scale of its manufacturing operations, it is felt that it would be more expedient and economical to manage and conduct the increased operations from the State of Rajasthan. The Head Office, for this reason, having already been shifted to Rajasthan, the Directors feel that the Registered office should also be similarly shifted.

After obtaining the shareholders approval, the proposal will be sent to the Central Government for getting its approval under section 17(2) of the Companies Act, 1956, together with a prescribed fees.

4. Special resolution for shifting of registered office within the same State [Section 146]

The following resolution was passed as a Special Resolution unanimously :

'RESOLVED THAT the Registered office of the Company be shifted from 100, Siddhartha Apartments, Jodhpur (Rajasthan) to 100, Nikhil Apartments, Jaipur (Rajasthan) with effect from the 10th day of October, 2004.'

'RESOLVED FURTHER THAT Shri AB, Company Secretary of the company be and is hereby directed to file return in prescribed Form No. 18 with the concerned Registrar of Companies and take all necessary actions in the matter.

5. General Meeting special resolution for adopting a new set of Articles of Association

RESOLVED THAT the new draft of Articles of Association of the company initialled by the chairman for the purpose of identification and placed before this meeting be and is hereby approved and adopted as Articles of Assocation of the company in substitution for the existing Articles of Association and that the Company Secretary be and is hereby authorised to take all the necessary steps to give effect to this resolution.

6. General Meeting special resolution for adoption of Table A [Section 31]

RESOLVED THAT the Table A in Schedule I to the Companies Act, 1956 be adopted and shall apply to the company to the extent so far as its regulations are not inconsistent with or repugnant to any of the Articles contained in the Articles of Association of the company, a copy whereof, duly initialled for the purpose of identification by the chairman is presented before this meeting.

7. General Meeting special resolution to be passed for converting private company into a public company [Section 21]

RESOLVED THAT the company be hereafter (or w.e.f. ..............) converted into a public company.

RESOLVED FURTHER THAT the Articles of Association of the company be altered by deleting Article 7 containing the restrictions,limits and prohibitions.

RESOLVED FURTHER THAT the name of the company be changed from XYZ (Private) Ltd. to XYZ Ltd.

[Note : Under the proviso to section 21, no approval from Central Govt. is required if the only change made in the name is dropping of the word 'Private', therefrom. If, however, any other change/s are made, approval of the Central Government will be obtained after passing the resolution. --Ed.]

Explanatory Statement pursuant to section 173(2) of the Companies Act, 1956

The Company was incorporated as a private limited company with the name and title of, XYZ Ltd., on 1-10-1964. The Company obtained an industrial licence for the manufacturing steam engines and turbines. Necessary land and other facilities have been provided by the Government of Rajasthan for the factory to be located at Jodhpur. Negotiations have been carried out for obtaining loans from ICICI, IDBI, IFC and also the State Finance Corporation. In view ofthe project cost being high, the State Industrial Development Corporationhas been approached for giving equity contribution in order toreduce interest payments in the initial period. The latter has, however, insisted that the company goes public before it agrees to subscribe to the equity and convert the company into a public limited one.

The proposed resolution is, therefore, recommended for passing by the members.

A copy of the Memorandum and Articles of Association of the Company showing the proposed changes, and copies of correspondence, licence, etc., have been kept for inspection at the registered office of the Company on any working day during business hours.

None of the Directors is personally interested in the proposed resolution.

8. Special resolution for commencement of business stated under 'Other Objects'

'RESOLVED THAT pursuant to section 149(2A)(b) of the Companies Act, 1956, and subject to the approval of financial institutions, required if any, approval be and is hereby granted to the Company for commencement of all or any of the businesses specified in sub-clause 22 under the Head 'Other Objects' of the Object Clause III of the Memorandum of Association of the Company.

Explanatory Statement

With a view to diversify its activities, the Company might enter into Real Estate/Land development activities. To enable the Company to commence these activities approval of the members in required pursuant to section 149(2A)(b) of the Companies Act, 1956; hence this Resolution.

The Board of Directors of your company recommends this Resolution for approval.

The Companys Memorandum of Association is open for inspection at the Companys Registered Office during working hours on any working day.

None of the Directors of the Company is, in any way, concerned or interested in the Resolution.

9. Alteration of Articles of Association--Special resolution under section 31

'RESOLVED THAT pursuant to section 31 and all other applicable provisions, if any, of the Companies Act, 1956 (including any statutory modification or re-enactment thereof, for the time being in force), the Articles of Association of the Company be and is hereby altered as under :

(a) The following Article be and is hereby added and inserted as new Article 128A in the existing Articles of Association of the Company after the existing Article 128 :

'128A. Appointment of Trustees--The Directors may, by a resolution of the Board or by a duly executed Power of Attorney, appoint one or more trustees, who may or may not be a member of the Board, for executing loan documents and other instruments relating to taking or making loans or behalf of the Company.'

(b) The following Article be and is hereby added and inserted as new Article 128B in the existing Articles of Association of the Company after the new Article 128A :

'128B. Promotion of Trustee Company--Subject to provisions of the Companies Act, 1956, the Board of Directors may promote and form one or more trustee Company in connection with issue of bonds, debentures or other instruments issued in India or abroad for safeguarding the interest of the investors and for ensuring repayment on redemption, to hold securities, to create charges and to ensure proper operations of the conditions of the trust deeds. Such trustee companies may also undertake other works of similar nature in connection with issue and serving of similar instruments issued by other corporate bodies.'

(c) The following Article be and is hereby added and inserted as new Article 128C in the existing Articles of Association of the Company after the new Article 128B.

'128C. Promotion of Subsidiary Company--The Board of Directors of the Company, subject to provisions of the Companies Act, 1956, may promote, severally or in collaboration with other Indian Company or Companies or foreign Companies, Corporations, individuals or firms, formation of subsidiary company or companies in India or in any part of the world for the benefit of Companys operations.'

(d) The Following Article be and is hereby added and inserted as new Article 128D in the existing Articles of Association of the Company after the new Article of Association of the Company after the new Article 128C :

'128D. Loan and Investment--Subject to the provisions of sections 292, 293, 370 and 372 of the Companies Act, the Company may invest and deal with the funds of the Company by making loans and/or making investment in shares, securities and other investible instruments in such manner as the Board may think fit and form time to time may vary or realise such loans and/or investment.'

(e) The Existing Article 136 in the Articles of Association of Company be and is hereby substituted by the following new Article :

'136. Common Seal--The Directors shall provide a Common Seal for the purpose of the Company and shall have power from time to time to destroy the same and substitute a new Seal in lieu thereof and the Directors shall provide for the safe custody of the Seal for the time being and the Seal shall never be used except by or under the authority of the Directors or a Committee of Directors previously given and every deed or other instrument to which the Seal of the Company is required to be affixed shall be affixed in the presence of atleast one Director or the Manager or the Secretary or such other person as the Board/ Committee of the Board may appoint for the purpose, who shall sign every intrument to which the Seal is so affixed in his presence; Provided that the certificates of shares or debentures shall be sealed in the manner and in conformity with the provisions of the Companies (Issue of Share Certificate) Rules, 1960 or any statutory modification thereof for the time being in force.'

(f) The following Article be and is hereby added and inserted as new Article 191 in the existing Articles of Association of the Company after the existing Article 190 :

'191. Social Objective--The Company shall have among its objectives the promotion and growth of the national economy through increased productivity, effective utilisation of material and manpower resources and continued application of modern scientific and managerial techniques in keeping with the national aspirations, and the Company shall be mindful of its social and moral responsibilities to the consumers, employees, shareholders, society and the local community.

10. Alteration in Memorandum of Association--Special resolution

RESOLVED THAT the following sub-clause be inserted as sub-clause 20 in Para-III(C) of the Memorandum of Association of the Company as one of the other objects of the Company :

'To carry on the business of generating, selling, transmitting, distributing, supplying either directly or through others, electricity/ power by any means for industries, domestic or other purpose and also feed to the grids of Electricity Boards or other power grids.'

RESOLVED THAT approval under section 149(2A) of the Companies Act, 1956 be and is hereby given for the commencement of the business covered under sub-clause 20 of Para-III(C) of the Memorandum of Association of the Company.

Explanatory Statement

Special Resolutions were passed at the Annual General Meeting held on 22-1-1998 for amending the Memorandum of Association to carry on the business of generation of power and also to commernce the business. At that time, confirmation of Company Law Board was required for amending the object clause in the Memorandum under section 17 of the Companies Act, 1956 which has been amended with effect from 1-3-1997. According to the amended section, there is no need to get the confirmation of the Company Law Board for amending the object clause in the Memorandum. The approval of the members for amendment to the object clause is sufficient. Hence, necessary special resolutions are again placed before the members for their approval for amending the object clause and also to commence the business.

None of the directors of the company is concerned or interested in the above resolution.

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