RESOLUTIONS UNDER COMPANIES ACT 1956

Specimen/ Format of resolutions

Sec.175-Regn. 76(1).-Election of Chairman-Board Resolution 

"RESOVED
that pursuant to article….. of the Articles of Association of the company, Shri……. be and is hereby appointed to hold the office of the Chairman of this meeting and every subsequent Board Meeting of the company until otherwise decided."

Sec.175-Election of Chairman-Board Resolution

"RESOLVED
that Shri.………… be and is hereby appointed as the Chairman of this meeting and to hold the office of the chairman of every subsequent Board Meeting of the company until otherwise decided."

Sec. 254. - Appointment of first Directors-Board Resolution.

WHEREAS
The following persons being subscribers to the Memorandum of Association produced and signed an instrument dated the ………., 200 ………., in pursuance of article ………….. of the articles of Association determining the first Directors of the company and constituting the first Board of directors of the company, viz.

Shri.…………

Shri.…………

Shri.………….

Shri.…………

Shri.…………

Shri.…………

NOW THEREFORE,
it is resolved that M/s……………………………….. be and are hereby appointed as First Directors of the company till the conclusion of the first Annual General Meeting of the Company.

RESOLVED
further that M/s……………………………………. be and are hereby directed to sign the consent in Form No. 29 to act as Directors and a return for each one of them in Form No. 32 in duplicate and the said consent and the return be filed with the Registrar of Companies within the prescribed time.

Sec. 165 - Approval of the statement of preliminary expenses-Board Resolution

"RESOLVED
that the preliminary expenses amounting to Rs. .…….. expended by the promoters of the company in connection with incorporation of the company as per the statement tabled before the meeting and initialed by the Chairman for purpose of identification be and are hereby approved."

Sec. 34 - Incorporation of the company-Board Resolution

RESOLVED
that prints of the memorandum and Articles of Association of the company and the certificate of incorporation dated the ..………., 2000………, laid before the meeting, perused be taken on record and the Secretary of the Company be directed to keep the original copy of the Certificate of Incorporation in safe custody.

Sec.210 - Financial year of the company-Board Resolution

"RESOLVED
that subject to the approval of income-tax authorities, the first ~Financial Year’ of the company be the period from the date of incorporation of the company, viz.,………, 2000 …… to ………., 2001……, both days inclusive, and that the second and the subsequent `Financial Years’ of the company be the period from 1st April to 31st March in each year."

Sec. 224(5) - Appointment of first Auditors - Board Resolution

WHEREAS
M/s XYZ & Company, Chartered Accountants and Auditors, …………. Jaipur302004, have consented to act as the Auditors of the company as per their letter dated the ………, 2000 ……..

AND WHEREAS THE
said letter was received by the company and tabled before the meeting intimating that the said appointment would be in accordance with the limits stated in section 224(1B) of the Companies Act, 1956, the Board considered the same.

"NOW THEREFORE
it is resolved that M/s XYZ & Company, Chartered Accountants, be and are hereby appointed as the first Auditors of the company to hold office until the conclusion of the first Annual General Meeting of the company at a remuneration of Rs .………"

Miscellaneous - Opening of Bank Account - Joint authorization - Board Resolution

"RESOLVED
that a Current Account in the name of the Company with……….. Bank at ………. Branch be opened and the said bank be instructed to honour cheques, bills of exchange and any other negotiable instrument signed by any two directors of the Company.

RESOLVED
further that any two of the directors of the directors of the Company be and hereby are authorized to endorse on behalf of the Company and present for collection to the credit of the aforementioned bank account all cheques, bills of exchange and any other negotiable instrument."

Regn. 70 - Operation of banking account - Board Resolution

"RESOLVED THAT
Shri ABC, Manager (Accounts) of the Company be and is hereby authorized to operate the Bank Accounts of the Company singly with the Punjab National Bank ,Raja Park, Jaipur and State Bank Of Bikaner and Jaipur,New Gate , Chaura Rasta ,Jaipur to the extent of Rs. 10.00 lacs at a time.

RESOLVED
further that the aforementioned two banks be and are hereby authorized to honour all cheques, drafts, bills of exchange, promissory notes and other negotiable instruments signed, drawn, accepted or made on behalf of the Company by said Shri ABC, Manager (Accounts) of the Company, and to act on any instructions relating to the said Banking Account of the Company whether the same be overdrawn or not or relating to the transactions of the Company.

Sec. 34(2) - Adoption of the common seal of the company - Board Resolution

"RESOLVED
that the seal as per impression affixed in the margin of the minutes initialed by the Chairman and produced at this meeting be and is hereby approved and adopted as the common seal of the company and that the two keys of the box containing the said seal be tabled in the custody of the Secretary and Chairman respectively."

Sec. 146 - Registered Office of the company - Board Resolution

"RESOLVED
that the registered office of the company be situated at Raja Park, Jaipur 302004 and the Secretary be instructed to sign and file the notice of the situation of such registered office with the Registrar of Companies, Rajasthan, in Form No. 18 pursuant to section 146 of the Companies Act, 1956.

RESOLVED
further that a name plate or board be affixed at the registered office and that the company’s name and address of the registered office be used or mentioned in legible character in all business letters, in all its bill heads and letter papers and in all its notices and other official publications, etc., pursuant to section 147 of the Companies Act, 1956."

Sec. 303(2) - Particulars of Directors and general notice of interest - Board Resolution

"RESOLVED
that Form No. 32 setting out particulars of the first Directors of the company, as recorded in the register of Directors and as tabled before the meeting, be filed in duplicate by Shri.…………………………... one of the Directors named in the Articles of Association of the company, with the Registrar of Companies, Rajasthan, in accordance with the provisions of section 303 of the Companies Act, 1956, and the same be and is hereby approved. General notices of interest in compliance with the provisions of sub-section (3) of section 299 were received from the Directors and the same were read and recorded."

Sec. 383-A - Appointment of Secretary - Board Resolution

"RESOLVED
that pursuant to article……….. of the Articles of Association of the company and to all other applicable provisions of the Companies Act, Shri. ABD, a member of the Institute of Company Secretaries of India, who has the requisite qualification, as prescribed under the Companies (Appointment and Qualifications of Secretary) Rules, 1988, be and is hereby appointed as the Secretary of the company for a period of three years with effect from ………….., 200………… at a remuneration of Rs………. and other benefits as per the statement tabled before the meeting and approved and he is to perform all those duties usually performed by a Secretary under the Companies Act, 1956, or any other ministerial or administrative duties which the Managing Director or the Board of Directors may assign to him."

Miscellaneous - Industrial licence

"
The manufacturing licence No.……….., dated the …………, 2000 ……., issued by the Government of India in the name of Shri. XYZ but meant to be in favour of the company, permitting the company to establish a new industrial undertaking with an installed capacity to manufacture griding balls 10,000 tonnes per annum, graded castings 10,000 tonnes per annum on single shift working basis, as produced before the meeting, be and is hereby noted."

Miscellaneous - Appointment of technical staff and employees - Board Resolution

"RESOLVED
that a recruitment committee consisting of Shri. MNO and Shri. QRS, the Directors of the company, be and is hereby formed and constituted and presence of both the above Directors shall constitute the quorum for the meeting of the committee and within the power hereby conferred, such committee shall recruit both technical and non-technical personnel and its recommendation, as to the candidature of any person(s) for the appropriate job, shall be final."

Miscellaneous - Purchase of land - Board Resolution

WHEREAS
an agreement for the sale of land measuring………… sq.m. by ………….. sq.m. situated in Jaipur…………. In the State of Rajasthan, as specifically indicated in the attached site plan and entered into between CDS, the proposed Vendor of the said plot of land and Shri. RPW was tabled, discussed AND WHEREAS the Board unanimously agreed to ratify the aforementioned agreement for sale at a total value of Rs………. lacs;

"NOW THEREFORE
it was resolved that Shri. NTR, a lawyer, be and is hereby authorized to communicate with the vendor’s lawyers and arrange registration and mutation of the title to such land in favour of the company and to procure the necessary certificate of mutation and all the necessary papers and documents in connection therewith be handed over to him."

Miscellaneous - Authorisation to Secretary to furnish certified copies of Board’s resolutions - Board Resolutions."

"RESOLVED
that Shri MNO, Secretary be and is hereby authorised to act as per Board’s instructions and also to furnish certified true copies of the Board Resolutions to various authorities, institutions like banks in India and abroad etc., and it shall constitute necessary authority for the said authorities, institutions, etc., to rely upon and act according to the decisions as communicated in the said resolutions."

Miscellaneous - Constitution of Purchase Committee - Board Resolution

"RESOLVED
that Shri………….., General Manager (Production) and Shri…………, General Manager (Finance), be and are hereby jointly appointed to constitute a Purchase Committee with power to make any long term contract with any reputed suppliers of raw materials, chemicals, or components etc. provided that such Purchase Committee shall refer to the Technical Committee of the Board in respect of purchase of any equipment, machinery or any replacement thereof."

"RESOLVED
further that the said Purchase Committee have the power to execute any document or paper relating to purchase of raw materials, chemicals or components upto and including rupees ten lacs."

Miscellaneous - General power of attorney - Board Resolution

"RESOLVED
that Shri. XYZ, the General Manager (Finance) be and is hereby authorized to act on behalf of the company in all matters regarding procurement of contracts from any of the companies whether Government, or in the private sector on such terms and conditions as he may consider beneficial and in the interest of the company.

RESOLVED
further that a General power of Attorney, as per draft, tabled before the meeting and initialed by the Chairman for purposes of identification, be executed for this purpose in favour of the aforementioned General Manager (Finance) and the Managing Director of the company be and is hereby authorized to sign the same on behalf of the company."

Sec. 292 - General authorization to Managing Director - Board Resolution

"RESOLVED
that Shri ABC, Managing Director of the Company be and is hereby authorized to sign and execute all agreements, undertakings, applications, returns, papers, receipts, all documents relating to excise, customs, sales-tax and all other document(s) including agreements relating to the purchase, as also sale of Company’s products which require authentication in the name and on behalf of the Company and to do all or any of the acts, deeds, matters and things as may be considered expedient and necessary on behalf of the Company.

RESOLVED
further that Shri ABC, Managing Director be and is hereby authorized to appear and act on behalf of and represent the Company in all matters before Central Government, State Governments and similar other authorities, public bodies, public officers, local self-government bodies, and all Government Officers and Officers of the JAIPUR Municipalities and other Municipalities and to sign and execute all applications, returns, objections, documents, agreements and papers that may be required for and on behalf of the Company in or in relation to any matter in which it is interested or may be concerned in any way.

RESOLVED
further that Shri ABC, Managing Director of the Company be and is hereby authorized to incur such expenditure for the conduct of the business of the Company such as payment of salary to staff, rents for the building, electricity and water charges etc. and such other expenditure as he may deem necessary and proper.

RESOLVED
further that Shri ABC be and is hereby authorized to sub-delegate all or any powers hereby conferred to other Officer/Officers of the Company as he may think fit."

Sec.292 - Delegation of powers to Managing Director - Board Resolution

"RESOLVED
that the draft Power of Attorney tabled before the meeting and signed by the Chairman for purposes of identification be issued in favour of Shri XYZ, the Managing Director of the Company. Shri MNO, Chairman and Shri TKM, Directors of the Company be and are hereby authorized to sign and execute the said power of Attorney and to affix thereon the Common Seal of the Company."

"RESOLVED
further that the Secretary of the company be and is hereby authorized to take necessary action for registration of the Power of Attorney with the concerned registration authorities."

Miscellaneous - Agreement to take accommodation on lease - Board Resolution

"RESOLVED
that the consent of the Board of Directors be and is hereby given to the company taking on lease premises No. 210, Andheri West, Mumbai, belonging to Shri. A comprising of two big halls and three rooms with a carpet area of 4500 sq.ft. on a monthly rental of Rs. 15000/- for office use.

RESOLVED
further that the Secretary of the company be and is hereby authorized to execute the agreement, as per the draft tabled before the Board and initialed by the Chairman for purpose of identification on behalf of the company with Shri. A, the landlord subject to such modifications as may be suggested by the landlord."

Miscellaneous - Appointment of Legal Adviser - Board Resolution

WHEREAS
M/s. A and Company, Advocates and Solicitors have consented to be the legal advisers of the company as per their letter dated………a copy of which was tabled before the Board for perusal,

AND WHEREAS
the said Advocates and Solicitors will be paid annual retainership fee of Rs……..as per the agreement also tabled before the Board;

NOW THEREFORE
it was resolved that M/s. A & Co., Advocates and Solicitors be and are hereby appointed legal advisers to the company on an annual retainership of Rs………

Miscellaneous - Counter-guarantees on behalf of the company - Board Resolution

"RESOLVED
that Shri ABC, the Managing Director or Shri PSO, General Manager (Finance) be and is hereby authorized to sign and execute counter-guarantees in favour of the Punjab Nayonal Bank on behalf of the company whenever the company has to get guarantees issued by the said Bank for the purpose of giving quotations against the tenders floated by any Central or State Government agencies or by any local bodies or any other companies."

Miscellaneous - Indemnity Bonds - Authorisation - Board Resolution

"RESOLVED
that Shri. ABC, General manager (Commercial) or Shri PQR, General Manager (Finance) be and is hereby authorized to sign and execute indemnity bonds in favour of any Port Trust authorities at Bombay/Calcutta or Custom/Excise authorities at Bombay/Calcutta in getting the goods cleared from any of these authorities."

Sec.70 - Statement in lieu of prospectus - Board Resolution

"RESOLVED
that the draft statement in lieu of prospectus as produced before the meeting be and is hereby approved and that it be signed by all the Directors and it be dated…………, 2000…….. and delivered to the Registrar of Companies for registration."

Miscellaneous - Authority to represent the Company in Court matters and to sign all papers and documents - Board Resolution

"RESOLVED
that Shri. RPS, the Secretary of the company be and is hereby empowered to sign all papers, applications, plaints, petitions and all other documents etc. as well as affidavits as may be required to be filed in the Small Cause Court/High Court/Supreme Court or before any other Government authority, Tribunal and/or local authorities in connection with any legal proceedings by or against the company and to represent the company in all other matters incidental thereto as may be considered necessary and expedient."

Sec.292 (1)(d) and (3) - Delegation of power to invest funds - Board Resolution

"RESOLVED
that the funds of the company up to a maximum limit of Rs ..……….. be invested from time to time and Shri.………. and Shri.…………. be and are hereby jointly authorized to invest them in the manner they think most beneficial for the company in following types of investments :

(i) Government securities;

(ii) Debentures floated by financial institutions;

(iii) Fixed deposits with scheduled banks."

Miscellaneous - Formation of gratuity trust - Board Resolution

"RESOLVED
that formation of Gratuity Trust for the purpose of gratuity as per the provisions of the Indian Income-tax Act, 1961, for the persons working in ABC Limited, as provisionally approved by Chairman and signed by the Secretary on behalf of the company and filed by the Trustees with the Income-tax authorities be and is hereby approved, ratified and confirmed.

RESOLVED
further that the Secretary of the Company be and is hereby directed to forward a certified copy of this resolution to the concerned Income-tax authorities and other authorities as may be required."

Miscellaneous - Bank Account - Change in authorization - Supervisor of all resolutions - Board Resolution

"RESOLVED
that in superession of the resolution passed by the Board of Directors at their Meeting held on 3rd November, 1998, Punjab National Bank, Raja Park, Jaipur be and is hereby authorized to honour all cheques, bills of exchange, promissory notes drawn, accepted and all negotiable instruments whatsoever made on behalf of the Company by Shri. AB, the Managing Director of the Company and to act on any instructions so given relating to the account whether the same be overdrawn or not or relating to the transactions of the company.

RESOLVED further that the Secretary of the company is directed to send a copy of this Resolution to Punjab National Bank Raja Park Jaipur, for their information and record."

Miscellaneous - Revision of Bank’s credit facilities - Board Resolution

"RESOVED THA
T the company do avail of the following credit facilities from Indian Overseas Bank and Punjab National Bank as per limits set out against each credit facility :

………

Indian Overseas Bank Punjab National Bank

………

(a)Letters of Credit (Foreign) Rs. 200 lacs --

(b)Letters of Credit (inland) Rs. 150 lacs Rs. 150 lacs

(c)Letters of Guarantee Rs. 200 lacs Rs. 60 lacs

(d)Bridging loan for balancing equipment - - Rs. 50 lacs

(e)Cash Credit facilities for other projects -- Rs. 210 lacs

(f)Cash Credit limit -- Rs. 210 lacs


RESOLVED f
urther that Shri MNO, Managing Director of the company be and is hereby authorized to sign singly all documents/papers which may be required in this connection under the Common Seal of the Company."

Miscellaneous. - Overdraft/Cash Credit Facilities - Board Resolution

"RESOLVED
that the company do request the State Bank of Bikaner & Jaipur, New Gate Chaura Rasta, Jaipur for allowing the company the overdraft/cash credit facility to the extent of Rs. 1,00,00,000 (Rupees One crore only) for meeting the working capital needs of the company.

RESOLVED
further that the Managing Director of the company be and is hereby authorized to secure the said facilities against the hypothecation of furnished goods, raw-materials, etc., of the company and to execute all documents and papers as required by the said Bank and to do all such acts, deeds and things as may be necessary to secure the above facilities.

RESOLVED
further that the General Manager (Finance) be and is hereby authorized to operate the said account and to deal with all matters connected therewith."

Miscellaneous - Bankers to Issue - Appointment of - Board Resolution

"RESOLVED
that the Bankers here-in-below mentioned be and are hereby appointed as bankers to the Company’s Public issue of …………

Equity shares of Rs. 100/- each for cash at par :-

…………

Name of Banker Address

…………

1

2

3

4

5


Sec. 2(9) - Opening of a branch office - Board Resolution

"RESOLVED
that the company’s sales depot situated at …………, be and is hereby declared as a `branch office’ within the meaning of section 2(9) of the Companies Act, 1956 and not a `sales depot’ and Shri.………… be authorized to take all such actions as may be necessary for the establishment of this branch office."

Sec. 2(9) - Establishment of a new branch - Board Resolution

WHEREAS
the company has been engaged in business of heavy engineering consisting of a Automobiles and Heavy Multi-utility Vehicle since July, 1965, and have so far concentrated mainly on the western region.

AND WHEREAS
the company has now assessed that substantial demand of the company’s products comes mainly from the south and central region of the country.

AND WHEREAS
there is no sophisticated unit producing such products in any region which may cater to the needs of the south and central region of the country.

AND WHEREAS
the contemplated region is in close proximity to the sources of raw materials and cheap labour from the eastern and the southern regions.

AND WHEREAS
the cost of freight on procurement of raw materials and cost of freight on distribution of the finished products to such south and central market areas will be most economical, compared to cost of distribution from the existing manufacturing unit of the company at Noida.

AND WHEREAS
expert technical consultant has completely studied the technical and feasibility of setting up a new factory at such site as per the report of such consultant which is hereby tables and it appears from such report that the recommendations made therein are quite logical and economical.

AND WHEREAS
the company on application under the Industries (Development and Regulation) Act, 1951, have obtained necessary licence for the establishment of a factory at………… (near Gurgaon) with a capacity of 10,000 vehicles per year, NOW THEREFORE, IT IS-

"RESOLVED
that the company may take immediate action for the establishment of manufacturing unit at………….(near Gurgaon), and that the project division of the company be advised to complete all technical and mechanical drawings forthwith and place orders for the setting up of the manufacturing facilities as licensed for a capital outlay of Rs. 200 lacs and to do all such things as may be deemed necessary nad incidental to the establishment of a manufacturing unit in the village……….. in the vicinity of the Gurgaon city in the State of Haryana and for the purpose of setting up the factory, the Managing Director of the company be and is hereby authorized and directed to initiate immediately negotiation to buy a suitable plot of land near about the said location, and submit his recommendation to the Board of directors for the latter to consider the suitability of the proposed purchase of land, terms and conditions of such purchase and the consideration of such plot of land.

RESOLVED
further that the company prefer a land on outright purchase basis as, lease-hold property will not be suitable, for the company.

RESOLVED
further that the Managing Director and Shri. MNO of the company be entrusted with the overall responsibility and authority of implementation and completion of the project preferably within the amount budgeted therefore, and that Shri. MNO be and is hereby advised to submit his report to the Board of Directors beginning with negotiation for the purchase of land to the completion of the setting up of the factory, plant and machinery."

Sec. 2 (17) - Change of financial year - Board Resolution

"RESOLVED
that the financial year of the company be changed to the period from ………, 2000…………. to …………, 200………, both days inclusive, and that subsequent `financial year’ of the company be changed to a period of one calendar year beginning from………… of one year and concluding on…….. of the subsequent year."

Sec. 2 (24) - Appointment of a Manager - Board Resolution

"RESOLVED
that Shri. X, who is working as manager of the company be and is hereby appointed as manager within the meaning of section 2(24) of the Companies Act, 1956, on the same terms and conditions as hitherto.

RESOLVED
further that Shri. Y, secretary of the company be and is hereby directed to file the necessary returns with the R.O.C. and, if necessary, make application to the Central Government for approval of appointment of manager for a period of five years from…………

Sec. 2 (38) proviso- Holding general meeting on public holiday - Board Resolution

"RESOLVED
that the ensuing AGM convened to be held on …………. for which notice has already been issued prior to the declaration of that day as a public holiday he held as scheduled, in terms of the proviso to section 2(38) of the Companies Act, 1956."

Sec. 2 (45A)-Appointment of Secretary in whole-time practice - Board Resolution

"RESOLVED
that Shri.………… . who is a secretary in whole time practice within the meaning of sub-section (2) of section 2 of the Company Secretaries Act, 1980, and who is not in full time employment be and is hereby appointed to perform such functions as may be performed by a secretary in whole-time practice under the Companies Act, 1956, and under any other law for the time being in force until otherwise determined by the Board."

Miscellaneous - Revision of scales of pay pursuant to agreement with employees - Board Resolution

"RESOLVED
that approval be and is hereby accorded to the revision in the scales of pay of Employees in terms of the agreement entered into between the company and the employees union, a copy of which is tabled before the meeting, duly initialed by the Chairman."

Sec. 4(2) - Formation of subsidiary - Board Resolution

"WHEREAS
the Articles of the Company have been amended to provide for the appointment of the majority of directors of this company by Prem Infotech Pvt Ltd.;

AND WHEREAS
the said Prem Infotech Pvt Ltd. ; is also entitled, by virtue of the amended Articles, to remove the majority of directors;

AND WHEREAS, out of the five directors of the company, three directors must be appointed by the said Prem Info Tech Pvt Ltd.;

NOW THEREFORE
it is resolved that the Annual Accounts and other reports of the company be presented along with the Annual Accounts and other reports of the said Prem Infotech Pvt Ltd., pursuant to provisions of section 212 (1) of the Companies Act, 1956."

Sec. 4(2) - Formation of a subsidiary - Board Resolution

"RESOLVED
that pursuant to the Memorandum of Association and section 4(1) (a) of the Companies Act, 1956 approval of the Board be and is hereby recorded to the formation of a new company under the name of………….. or………. or…………. as may be approved by the Registrar of Companies.

RESOLVED
further that the Memorandum of Association of the Company and the Articles of Association of the new company vesting in the company the power to control the composition of the Board of Directors of the new company in the company, draft where-of tabled on the Table be and is hereby approved."

Sec. 4 - Resolution for incorporation of a subsidiary - Board Resolution

"RESOLVED
that Shri MN and OP, directors of the Company, be and hereby are jointly and severally authorized to incorporate a subsidiary of the Company under the provisions of the Companies Act, 1956 with (1) the name and style of XYZ Ltd. or ABC Ltd. whichever is available; (2) an authorized capital of Rs. 25,00,000/- divided into 2,50,000 equity shares of Rs. 10/- each; and (3) having the following objects as its main objects as its main objects viz. (4) The Articles of Association of the subsidiary to be incorporated shall be in pari materia with those of the company.

RESOLVED
further that Shri MN and OP be and hereby are authorized to do all acts and deeds necessary for or incidental to the incorporation of the subsidiary as aforementioned."

Sec. 5(f) - Officer in default - Board Resolution

"RESOLVED
that Shri. A, General Manager (Accounts) be and is hereby charged with by the Board with the responsibility of complying with the following provisions of the Companies Act, 1956 viz.………..as mentioned in the consent given by him in Form 1AB tabled before this meeting and initialed by the Chairman for the purposes of identification.

RESOLVED
further that the Secretary Shri………….. be and is hereby directed to file Form 1AA with the Registrar of Companies…………

Sec. 5(f) - Charging of any person with the responsibility of complying any provisions of the Act - Board Resolution

"RESOLVED
that Shri. PQR, the Senior Accounts Officer, of the Company, be and is hereby charged with the responsibility of complying with the provisions of the Companies Act, 1956 as per details set out in Form 1AB the consent letter, a copy of which was tabled before the meeting and initialed by the Chairman thereof for the purposes of identification."

Sec. 5(f) - Officer who is in default - Withdrawal of Consent

"RESOLVED
that the withdrawal of consent by Shri, POR, the Senior Accounts Officer of the Company, who had been charged with the responsibility of complying with the provisions of the Companies Act, 1956 as mentioned in his consent letter, dated 10th December, 1999 as and is hereby noted.

RESOLVED
further that Secretary of the Company be and is hereby directed to file Form 1AC with the Registrar of Companies, Jaipur."

Sec. 5(g) and (f) - Withdrawal of consent - Board Resolution

"RESOLVED
that the letter received from Shri………….. (Officer) director wholly (or partially) withdrawing his consent earlier given under section 5(g)/(f), (such partial withdrawal relates to section…………..) tabled before the meeting and initialed by the chairman for the purposes of identification be and is hereby taken on record.

Sec. 5(g) - Specifying one or more members as Officer in default - Board Resolution

"RESOLVED
that Shri. B and C be specified as officers in default as required under section 5(g) of the Companies Act as mentioned in the letter of consent received from the above directions tabled before this meeting and initialed by the Chairman for purposes of identification.

RESOLVED
further that Shri X, Secretary be and is hereby authorized to file the necessary Form 1AA with the Registrar of Companies."

Sec. 8 - Establishment declared by Central Government not to be a Branch Office - Board Resolution

WHEREAS
the company had made an application to the Central Government under section 8 of the Companies Act, 1956 for obtaining an order to declare the company’s establishment at………….. place which is carrying on the same activity as that carried on by the head office of the company is not to be treated as a branch office of the company;

AND WHEREAS
the company has received an order dated…………from the Central Government approving the company’s application and declaring the establishment of the company situated at…………place is not to be treated as branch office of the company under section 8 of the said Act;

NOW THEREFORE
it is resolved that the establishment of the company situated at…………place will not be treated as a branch office of the company for all or any of the purposes of the said Act.

                                                                                                                    

Sec.11 - Association to be registered under the Companies Act, 1956 - Board Resolution

"WHEREAS
an association by the name and style, Textiles Association of India had been formed to promote, protect and safeguard the trade, commerce, interests and future of the Textile Industry in India particularly those of the Handmade Textiles And Small Scale Handicraft Industrial manufacturers in India with fifteen cotton producers and textile & cloth makers

AND WHEREAS
two hundred more related industrial owners (small & big both) have expressed their intention to joint the association as members;

AND WHEREAS
no association consisting of more than twenty persons can be formed for any business of acquisition of gain, unless it is registered as a company under the Companies Act, 1956;

NOW THEREFORE
it is resolved that the association be formed as a company under the companies Act, 1956."

Sec. 12 - Formation agreement for incorporating a company - Board Resolution

"WHEREAS
Shri. X ofRaja Park Jaipur-302004, being one of the promoters and Shri. Z of 214, Rajauri Garden, New Delhi-110020 have agreed to form a private limited company for the purpose of carrying on the business of producing chemicals and exports therof;

NOW THEREFORE
it is hereby agreed that Shri. X will forthwith take steps to incorporate a private limited company with its registered office at Raja Park, Jaipur-302004 with the name "Sareen Chemicals Pvt Ltd." or some such name made available by the Registrar of Companies, Rajasthan, at Jaipur;

AGREED
further that parties hereinbefore mentioned shall make provisions in the Memorandum of Association for reimbursement of expenses for procuring the incorporation of the company including the cost and expenses for preparation of this agreement."

Sec. 17 - Authorization to Company Secretary for appearance before Company Law Board/Bench - Board Resolution

"RESOLVED
that Shri SP, Company Secretary be and is hereby authorized to appear before the Hon’ble Company Law Board and/or any of its Benches to pursue the proceedings relating to petition filed by the company under section 17 of the Companies Act, 1956 for transfer of the Registered Office of the company from the State of Rajasthan to the National Capital Territory of Delhi.

RESOLVED
further that Shri. SP, Company Secretary is also authorized to file petition, make corrections, additions, modifications, alterations etc. in various documents/papers filed with Company Law Board and to authenticate under his signatures all such corrections, additions, modifications, alterations etc., on behalf of the company and also to do all such acts, deeds or things as may be considered necessary or expedient or incidental thereto. He is also authorized to file, inspect and to take copies of the documents on behalf of the company."

Sec. 17 - Authorization regarding Company Law Board proceeding - Board Resolution

"RESOLVED
that Shri…………., Secretary of the company and Shri…………, Managing Director be and are hereby jointly and severally authorized to verify, sign, affirm and/or present the petition, affidavits and other statements forming part of the petition on behalf of the company to the Company Law Board Bench for confirmation of the alterations of the memorandum of Association of the company as required under section 17 of the Companies Act, 1956."

Sec. 17 - Shifting of Registered Office - Board Resolution

"RESOLVED
that the Managing director/Secretary of the company be and is hereby authorized to file the petition before the Company Law Board………..Bench under section 17 of the Companies Act, 1956, for confirmation of the change in the Registered Office of the company from the Union Territory of Chandigarh to the State of Rajasthan.

RESOLVED
further that the Managing Director/Secretary of the company be and is hereby authorized to accept such modifications/alterations in the resolution as may be deemed necessary by the Company law Board while giving their approval to the same."

"RESOLVED
that Shri…………be and is hereby authorized to enter appearance before the Company Law Board……….Bench in the petition under section 17 of the Companies Act, 1956, filed before the Bench seeking their approval to the change in the Registered Office of the company from the Union Territory of Chandigarh to the State of Rajasthan pursuant to the Special Resolution passed at the Annual General Meeting/Extraordinary General Meeting of the company on…………

RESOLVED
further that Shri………… be and is hereby authorized to accept such modifications/alterations in the Special Resolution as may be deemed necessary by the Company Law Board…………..Bench while giving their approval."

Sec. 17 - Alteration to the Memorandum of Association as to change of the Registered Office from one State to another - Board Resolution

"RESOLVED
that pursuant to the provisions of section 17 of the Companies Act, 1956 and subject to the approval of the Company in General Meeting and further subject to the confirmation of the Company Law board, the Registered Office of the company be shifted from the "State of Karnataka" to the "State of Kerala".

RESOLVED
further that an Extraordinary General Meeting of the Company be called and held on…………., (day) the………… (date)……….at…………(place)at………….(time) to pass the following resolutions as a Special Resolutions.

"RESOLVED
that subject to the confirmation of the Company Law Board the Registered Office of the company be shifted from the "State of Karnataka" to the "State of Kerala" and that clause II of the Memorandum of Association be altered by substituting the word "Karnataka" by the words "Kerala".

RESOLVED
further that the Secretary of the Company be and is hereby authorized to file a petition before the Company Law Board and to appoint Authorized Representative to appear for and represent the company before the Board and to do all such acts and things as may be deemed necessary in the matter".

REOSLVED
further that the draft of the notice of the Extraordinary General Meeting along with the explanatory statement tabled on the Table and initialed by the Chairman be and is hereby approved and the Secretary of the company be and is hereby authorized to issue the notice to the member of the company 23 days in advance of the said General Meeting and to take such further actions as may be necessary in this regard."

Sec. 18 - Application for extension of time to register Company Law Board’s Order - Board Resolution

"RESOLVED
that a petition under section 18(4) of the Companies Act, 1956, for extension of time by one month beyond the statutory period of 3 months, for filing the certified copy of the order dated….. of the Company Law Board under section 17 of the Companies Act, together with the amended Memorandum of Association of the company with the Registrar of Companies be made to be Company Law Board and the Secretary of the company be directed to take all steps for the purpose of giving effect to this resolution.,"

Sec. 18&19 - Extension of time for registration of alteration of Memorandum of Association - Board Resolution

"RESOLVED
that approval of the Board of Directors be and is hereby given to the filing of a petition before the Company Law Board pursuant to sub-section (4) of section 18 of the Companies Act, 1956, seeking Company law Board’s approval to the extension of time for filing the certified copy of the order of the Company law Board……… Bench dated………. passed under section 17 of the Companies Act, 1956, along with documents before the Registrar of Companies by…….. days/month(s).

RESOLVED
further that the Managing Director/Secretary of the company be and is hereby authorized to take all steps necessary in connection with drawing up and verifying of the petition and appointment of Advocate/Company Secretary/Chartered Accountant to appear before the Company Law Board………. Bench for the purpose."

Sec. 19 (2) - Application to the Company Law Board for extension of time for filing order of the Company Law Board with Registrar of Companies - Board Resolution

"RESOLVED
that the Board hereby accords its approval to the making of an application to the Company Law Board under section 19(2) of the Companies Act, 1956 for revival of the order dated ….. passed by the Company Law Board and for grant of extension of time upto two months to the Company for filing the order of the Board and another documents with the Registrar of Companies.

RESOLVED
further that the Secretary of the Company be and is hereby authorized to file an application to the Company Law Board and to appoint Advocate to appear for and represent the Company before the Board and to do all such acts and things as may be deemed necessary in the matter."

Sec. 20 - Change of undesirable name - Board Resolution

WHEREAS
the company had made an application to the Registrar of Companies, NCT of Delhi and Haryana for a new name as the existing name of the company has to be changed;

AND WHEREAS
the said application was refused by the said Registrar of Companies being undesirable as it was identical with, or too nearly resembles the name of an existing company already registered;

NOW, THEREFORE,
it is resolved that a fresh application be made to the said Registrar of Companies in a new name being the …………. Co. Ltd. immediately;

RESOLVED
further that the Secretary of the company be and is hereby authorized to make the application along with requisite fee to the said Registrar of Companies and obtain the approval and do any such acts and deeds that may be required from time to time in connection therewith.

Sec. 21 - Change of name by a company - Board Resolution

"RESOLVED
that subject to the approval of the Central Government and the shareholders of the company, the name of the company be and is hereby changed from PREM INFOSYS PVT LTD. to PREM INFOTECH PVT LTD.

AND WHEREAS
the company desires to apply its profits if any, or other income in promoting the aforementioned objects and to prohibit the payment of any dividend to its members;

AND WHEREAS
under section 25(3) of the Companies Act, 1956 the company is required to obtain a licence authorizing the company to change its name by a Special Resolution including or consisting of the omission of the word `Limited’;

AND NOW, THEREFORE,
it is resolved that subject to the passing of the special resolution an application be and is hereby made to the Central Government (by delegation Regional Director) for obtaining a licence by which the word `Limited’ forming part of the existing name of the company will be omitted;

RESOLVED
further that the Secretary of the company be and is hereby authorized to make the application and sign any such documents and papers in connection therewith and do any such acts and deeds that may be necessary and required with regard to the said application.

Sec. 31 - Alteration of Articles of Association - Board Resolution

"RESOLVED
that subject to the approval of the company in the General Meeting, the Articles of Association of the Company be altered in the following manner :

(a) ARITCLE 7(a)

For the word "50%" appearing in 4th line, the words "51% and 49% respectively" be substituted.

(b) ARTICLE 80

For the word"50%" appearing in 4th line, the words "51% and 49% respectively" be substituted.

(c) ARTICLE 92

For the word "50%" appearing in 3rd line, the word "51%" be substituted".

(d) ARTICLE 113

For the word "75%" appearing in 3rd line, the word "49%" be substituted".

RESOLVED
further that an Extraordinary General Meeting of the Members of the Company be convened to adopt the Resolution for the abovementioned amendments in the Articles of Association."

RESOLVED
further that Shri. MNO, Secretary of the company be and is hereby authorized to issue the notice alongwith explanatory statement as per the draft tabled before the Board and approved by the Board.

Sec. 31 - Alteration of articles - Board Resolution

"RESOLVED
that subject to the approval of the company in the General Meeting, the Articles of Association of the Company be altered in the manner following :-

(a) That after the existing Article 11, the following new Articles 11A and 11B be inserted :

"11A. No fee more than Rs. 50 in any case shall be charged for registration of transfer probate, letters of administration certificate of death or marriage, power of Attorney or similar other instruments".

"11B. No share shall in any circumstances be transferred to any infant, insolvent or person of unsound minds unless these are fully paid up."

(b) That the words "subject to the Regulations of Recognized Stock Exchange" be added in the beginning of Article 25.

RESOLVED
further that an Extraordinary General Meeting of the Members of the Company be called on………… (day) the …………..(date) to adopt the Resolution for the aforementioned amendments in the Articles of Association as advised by…………. Stock Exchange."

Sec. 31. -    Alteration of Articles - Board Resolution

"RESOLVED
that subject to the approval of the company in General Meeting, the Articles of Association of the Company be altered in the manner following :

Article 120(2) of the Articles of Association be deleted and in its place the following new article shall be substituted.

"120(3) Notwithstanding anything to the contrary contained in these Articles, so long as any moneys shall be owning by the company to Industrial Development Bank of India (IDBI) or Industrial Finance Corporation of India (IFCI) or Life Insurance Corporation of India (LIC) or Unit Trust of India (UTI), or any other financing corporation, Company or Body (hereinafter referred to as the Corporation) or so long as the Corporation holds any share/debentures in the Company as a result of subscription or underwriting or conversion of loan/debenture into equity capital of the Company or so long as any guarantee given by the Corporation in respect of any financial obligation or commitment of the company remains outstanding, the Corporation shall, pursuant to an agreement between it and the company, have a right to appoint one or more persons as Director(s) on the Board of Directors of the company (each such director is hereinafter referred to as "the Nominee Director") butso that not more than three persons shall hold office at any time by virtue of appointment under this Clause. The Nominee director shall not be required to hold qualification share and shall not be liable to retire by rotation. The corporation may at any time and from time to time remove the Nominee Director appointed by it and may, in the event of such removal and also in case of death or resignation of the Nominee Director, appoint another in result of the Nominee Director ceasing to hold office for any reason whatsoever. Such appointment or removal shall be made in writing by the Corporation and shall be delivered to the Company at its registered office. The Board of Directors of the Company shall have no power to remove the Nominee Director from office. Each such Nominee director shall be entitled to attend all general meetings, Board Meetings and meetings of the committee of which he is a member and he and the Corporation appointing him shall also be entitled to receive notices of all such meetings. In addition to the Director’s fee provided in these Articles such Directors shall be paid traveling and other expenses, etc. for attending the Board Meeting as may be provided under the Rules of the body which they represent.

RESOLVED Further
that an Extraordinary General Meeting of the Members of the Company be called on…………(day) the…………. (date)………….. at ………… A.M. at………..(place) to adopt the Resolution for the aforementioned amendment in the Articles of Association as advised by………….financial institutions."

Secs. 33/372A --Registration of company - Board Resolution

"RESOLVED
that a new Company under the name and style of "XYZ PRIVATE LIMITED" as approved by the Registrar of Companies, Rajasthan be set up jointly with RAJSIDIC at Jaipur for the manufacture of Rims & Tyres and Tubes for Multi-utility and heavy vehicles.

RESOLVED
further that the draft of the promoters’ Agreement and the Memorandum and the Articles of Association, as tabled before the Meeting are approved and the General Manager of the Company be and is hereby authorized to complete all formalities regarding the registration of the Company and execute the Promoters’ Agreement on behalf of the Company.

REOSLVED
further that the following officers of the Company be and are hereby authorized on behalf of the Company to subscribe their names to the memorandum and Articles of Association of the said Company :-

1. Shri., ……….Managing Director

2. Shri., ……….General Manager

3. Shri., ……….Director

4. Shri.,………. Director

RESOLVED
further that the Managing director of the Company is further authorized to obtain necessary approval of the Shareholders of the Company under section 372A of the Companies Act, 1956, for investing in the shares of XYZ Limited upto a limit of Rs…….. lacs in terms of the Memorandum and Articles of Association of the proposed Company notwithstanding that the aforementioned investment exceeds 60% (sixty per cent) of the paid-up share capital and free reserves or 100% (hundred per cent) of free reserves, whichever is more of the proposed company."

Sec. 33 - Registration of a company - Board Resolution

"WHEREAS
the name "Prem Infotech Pvt. Ltd." has been made available for registration by the Registrar of Companies, Rajasthan;

AND WHEREAS
the proposed company is desirous of entering into an agreement with Shri. K.L. Singhania to be the managing director of the company on its incorporation;

NOW THEREFORE IT RESOLVED
that Shri………… a secretary in whole-time practice be and is hereby instructed to file the Memorandum and Articles of the company as also the agreement which the company proposes to enter into with Shri. K.L. Singhania to be the managing director of the company;

RESOLVED
further that Shri. S.N. Srivastva and Shri. B.S. Patil, subscribers to the Memorandum be and are hereby authorized to sign the aforementioned agreement as soon as the company is incorporated and as soon as the Registrar of Companies, Rajsthan, so directs them to sign the aforementioned agreement."

Sec. 34(1) - Certificate of Incorporation - Noting by Board only - First Board Meeting - Board Resolution

"RESOLVED
that the certificate of incorporation, dated 11th March, 1999 issued by the Registrar of Companies, Rajasthan along with the printed copy of the Memorandum and Articles of Association of the company be and is hereby perused and noted by the Board.

RESOLVED
further that the Certificate of Incorporation be kept in the safe custody of the Company Secretary."

Sec. 34(2)/ Regn. 84(2) - Common Seal - Board Resolution

"RESOLVED
that the proposed New Common Seal submitted to this Meeting, the impression of which has been affixed on the Minute Book, be and is hereby adopted as the Common Seal of the company."

REOSLVED
further that the Old Common Seal which has become defaced by wear and tear be and is hereby cancelled and destroyed.

Sec. 34(2) - Adoption of common seal on shifting of registered office - Board Resolution

"RESOLVED
that the seal of the company, the impression of which has been affixed herein below and initialed by the Chairman, be and is hereby approved and adopted as the common seal of the company in place of the old common seal and the old common seal be cancelled and destroyed.

"Impression of the Common Seal"

RESOLVED
further that the common seal of the company be kept in the safe custody of the Secretary of the company."

Sec. 41(1) - Subscribers to Memorandum - Board Resolution

"RESOLVED
that the following persons who had subscribed to the Memorandum of Association of the company and agreed to take the number of shares in the capital of the company as shown herein below opposite their respective names be called upon to subscribe to the share capital of the company at the rate of Rs. 10/- per equity share :

Name of the subscriber No. of equity share

of Rs. 10/- each

---------------------------- -----------------------

(a)

(b)

(c)

Sec. 41(3) - Name of beneficial owner mentioned in the records of the Depository to be member - Board Resolution

RESOLVED
that the following persons who are the beneficial owners of the shares shown herein below opposite their respective names and whose names are entered in the records of the National Securities Depository Limited, as beneficial owners be and are hereby admitted as members of the Company and the name of the above said depository be entered in the register of members as the registered owner:

Name of the subscriber No. of shares Distinctive Nos.

---------------------------- ---------------- --------------------

(a)

(b)

(c)

Sec. 41 - Expulsion of a member - Board Resolution

"RESOLVED
that Shri XY be and is hereby expelled from the membership of the company with effect from ………….. and his name be removed from the Register of members."

Sec. 43 - Default in complying with conditions applicable to a private company - Board Resolution

"RESOLVED
that consent of the Board of Directors be and is hereby given to an application being made to the Company Law Board seeking their approval to relieve the company from the consequences of the default committed by the company inadvertently by approving transfer/allotment of shares resulting increase in the number of its members beyond fifty and the consequent cessation of the company as a private company.

RESOLVED
further that the Managing Director/Secretary of the company be and is hereby authorized to take all necessary steps as may be required for filing a petition before the Company Law Board."

Sec. 43 - Contravention of conditions by private company - Board resolution

"RESOLVED
that an application be made to the Company Law Board for relieving the company from the consequences of being treated as a public company consequent upon the company’s increasing its number of members beyond 50 by the accidental allotment of shares to the renouncee of the existing members."

Sec. 44 - Filing of prospectus by converted private company - Board Resolution

WHEREAS
the Chairman tabled before the Board a scheme of expansion and diversification with a detailed project report showing requirement of finance and in view of substantial capital outlay involved in the said project, AND WHEREAS it was unanimously decided to convert the company into a public company by altering the provisions of the articles relating to restriction for invitation to public and number of members pursuant to clause (iii) of sub-section (1) of section 3 of the Companies Act and in particular by deleting article……… of the Articles of Association of the company subject to the approval of the company in a General Meeting by a Special Resolution;

NOW THEREFORE
it was resolved that draft of prospectus dated the……, 2000……. Making an offer of 5,000 equity shares of Rs. 100 each to the public for subscription at par as observed by SEBI and initialed by the Chairman in authentication thereof, be and is hereby approved and adopted, and that the prospectus as approved be signed by all the Directors named therein and filed with the Registrar of Companies, Rajasthan, before the day of its publication under section 60 of the Companies Act, 1956, and that the Secretary be instructed to publish and distribute the prospectus.

RESOLVED f
urther that the proposals for conversion of the company into a public limited company be tabled before the members at an Extraordinary General Meeting to be held on ……., the………, 2000….., at……….. a.m./p.m. at the registered office of the company, and a draft Notice convening such Extraordinary General Meeting of the members, as signed by the chairman hereof, be and is hereby approved and the Secretary of the company be and is hereby instructed to circulate the `Notice’ of the meeting to the members of the company in compliance with the provisions of section 171 of the Companies Act, 1956."

Sec. 45 - Reduction of number of members below legal minimum - Board Resolution

"WHEREAS
the company was incorporated on………….with seven members including Shri. X;

AND WHEREAS
Shri. X had transferred these shares to Shri. Y, another subscriber to the Memorandum of Association;

AND WHEREAS
the aforementioned transfer was recorded in the register of members thereby reducing the number of members below seven and depriving the company of the privileges of a limited company and making the liability of members unlimited;

AND WHEREAS
no debts have been contracted by the company to make the position of members vulnerable;

NOW THEREFORE
it is resolved that Shri. A be admitted as a new member so as to return to the status of a public limited company."

Sec. 46 - Contract by the company for franchisee agreement - Board Resolution

"RESOLVED
that Shri……., a Director of the company, be and is hereby authorized to negotiate with the opposite parties, detailed as per the list tabled before the meeting, on the basis of the standard terms and conditions of the form of franchisee agreement, as approved by the Board at its meeting held on…….,2000……

RESOLVED
further that Shri……., be and is hereby authorized to alter or make suitable changes or modify the provisions of clauses 10,23,26 and 29 of the said standard agreement form in suitable cases at his sole discretion and under in his power.

RESOLVED
further that the said Shri………, be and is hereby authorized to sign such franchisee agreement(s) in the name and on behalf of the company."

Sec. 46 - Acceptance of offer made to the company - Board Resolution

"RESOLVED
that the tender of Tata Printing and Chemicals Pvt Ltd., to supply 1000 tons of Desizer to the company be accepted and the Secretary be authorized to intimate Tata Printing and Chemicals Pvt Ltd, of the acceptance of the tender.

SUBMISSION OF OFFER BY COMPANY

RESOLVED
that an offer for supply of 1000 tons of Desizer at Rs…….. per ton to Tata Printing and Chemicals Pvt Ltd., be made by the company and that Shri X director of the company be authorized to negotiate with Tata Printing and Chemicals Ltd. in pursuance of such offer."

Sec. 46 - Delegation of powers to the managing Director - Board Resolution

"RESOLVED
that Shri…………. Managing Director of the Company be and is hereby authorized to exercise all powers and functions for and on behalf of the company as per draft of power of Attorney tabled on the Table and initialed by the Chairman for purposes of identification.

RESOLVED
further that the managing Director of the Company be and is hereby authorisedto delegate the powers to the Departmental Heads subject to such restrictions and limitations as he may deem fit and proper in the interest of the company.

RESOLVED
further that the power of attorney duly engrossed on the Stamp Paper in favour of Shri…………. Managing Director be signed and executed by Shri …………. Director and Shri ……….. Secretary of the company and the common seal of the company be affixed thereon in their presence."

Sec. 47 - Authority for signing bills etc. - Board Resolution

"RESOLVED
that Shri. NAB and Shri. AKL, the officers of the company, be and are hereby severally authorized to make, accept, draw or endorse on behalf of the company and in the name of the company any bill of exchange, hundi, promissory note or bills on customers."

Sec. 48 - Execution of deeds under the common seal - Board Resolution

"RESOLVED that Shri. XYZ, an officer of the company for the time being, be and is hereby authorized to sign, execute, alter or amend the turnkey contract for which negotiation with Fico Engineering is currently under process, on behalf of the company and pass any payment voucher and bills (invoice) raised or made on the company in connection with the said contract.

RESOLVED
further that the common seal of the company be affixed pursuant to the provisions of article…………of the company’s Articles of Association, to a power of attorney executed in favour of the said Shri. XYZ in the presence of Shri.………….., a Director of the company and Shri.………… Secretary of the company in relation to the matters therein mentioned in the draft power of attorney which is initialed by the Chairman and tabled before the Board at the meeting."

Sec. 48 - Execution of Deed without Common Seal - Board Resolution

"RESOLVED
that Shri.…………. be and is hereby appointed attorney of the company for the purposes of …………. In ……….. area and he be and is hereby empowered to execute deeds on behalf of the company in the area and for the purposes aforementioned under his seal where sealing is required so that all such deeds shall bind the company and have the same effect as if they were under the common seal of the company.

RESOLVED
further that a copy of these resolutions be and is hereby given to the said Shri……….. under the common seal of the company."

Sec. 48 - Authority to secretary to surrender of premises executed without common seal - Board Resolution

"RESOLVED
that the lease of the premises at………….. be surrendered to the Landlord with effect from ………….. and Shri AB, the Secretary, be and is hereby authorized to collect a sum of Rs………. from the Landlord in consideration for such surrender (or pay the Landlord a sum of Rs………. as compensation for surrender of the lease before the expiry of the Lease period)."

Sec. 48 - Execution of Excise Bond - Board Resolution

WHEREAS
the Chairman produced before the Board the draft of the agreement for maintaining a bonded godown under the Central Excises and Salt Act, and also to maintain a current account with the Commissioner of Central Excise, and the same was considered;

"AND NOW THEREFORE
it was resolved that the draft agreement between the Commissioner of Central Excise and the company relating to matters as contained therein and as identified by the initial of the Chairman hereof, be and is hereby approved for execution under the common seal of the company in the presence of Shri……….. and Shri…………. the Directors of the company, pursuant to article…………. Of the company’s Articles of Association, who shall also sign the same."

Sec. 48 - Deed of appointment of a new trustee of the provident fund

"RESOLVED
that Shri.………….. of ………., Jaipur 302004, be and is hereby appointed a new trustee of the company’s provident fund in place of Shri.……….., who has left the services of the company."

Sec. 48/Reg. 84 - Table A - Keeping of common seal in safe custody - Board Resolution

"RESOLVED that the common seal of the company, which was submitted and adopted at the previous board meeting, be tabled in overall custody of the Secretary of the company and that one of the keys to the box in which such seal is contained be kept with the Secretary and the other with Shri.……….., a Managing Director of the company."

Sec. 48 - Authority to affix common seal - Board Resolution

"RESOLVED
that the common seal of the company be affixed to the share transfer certificate/agreement/settlement, a copy of which was submitted to the meeting and initialed by the Chairman for identification in the presence of Shri.……….. and Shri.………… the Directors of the company, and Shri.………., the Secretary of the company, who shall sign the same."

Sec. 48 - Authority to affix facsimile signature - Board Resolution

"RESOLVED
that the signature of Shri. A, the authorized signatory of the company shall be affixed by facsimile to any instrument required to be executed under the common seal of the company."

Sec. 49 - Investments of the company not held in its own name - Board Resolution

"RESOLVED
that pursuant to section 49(2) of the Companies Act, 1956, hundred equity shares of Rs. 100/- each (distinctive numbers……… to …….) of Prem Infotech Pvt Ltd., be jointly held by this company and Shri. X, a Director of that other company and that the share certificate in respect thereof be kept in the custody of the Company’s bankers,…………. Bank, and that the Secretary of the Company be instructed to enter the particulars in the appropriate register pursuant to section 49(7) of the Companies Act, 1956."

Sec. 49 - Investment of company not held in its own name and held as qualification shares

"RESOLVED
that 500 equity shares of Rs. 10/- each with Nos. 4321 to 4820 of XYZ Company Limited, be jointly held in the name of the Company and Shri. AB, a Director of that company as his qualification shares and the share certificate issued by that company in respect of these shares be kept in the custody of the Secretary of the Company who is instructed to enter the particulars of these shares in the register kept by the company pursuant to the provisions of section 49(7) of the Companies Act, 1956."

Sec. 49(5) (c) - Investment of company held in the name of depository - Board Resolution

WHEREAS
the company is holding 1,50,00 equity shares of Rs. 100/- each of Tata Salt Co. Ltd. as a beneficial owner;

AND WHEREAS
the name of the company is mentioned in the records of the depository, National Securities Depository Limited as the beneficial owner;

NOW THEREFORE
it is resolved that the said securities held by the company be held in the name of the aforementioned depository in the register of members of that other company.

Sec. 52 - Service of documents on Registrar of Companies - Board Resolution

"WHEREAS
Shri. X, a director of the company had resigned from the Board;

AND WHEREAS
Shri. N, a new director had been appointed in his place;

AND WHEREAS,
Secretary of the company had filed Form No. 32 in duplicate with the Registrar of Companies, Rajasthan, indicating the aforementioned changes;

NOW THEREFORE
it is resolved that a copy of the said Form No. 32 along with a copy of the receipt evidencing the original filing of the form be delivered to the Registrar of Companies, Rajasthan personally by the secretary of the company."

Sec. 53 - Service of document on member - Board Resolution

"WHEREAS
Shri. A is a resident of Delhi;

AND WHEREAS
the registered office of the company is in Mumbai;

AND WHEREAS
it is difficult to serve notice of the AGM personally to Shri. A;

AND WHEREAS Shri. A has complained of non-receipt of notice addressed to him and sent by letter under certificate of posting;

AND WHEREAS
Shri. A has deposited required sum of money for defraying the expenditure on sending the letter by registered A.D. post;

NOW THEREFORE
it is resolved that the notice for 24th AGM of the company to be held on 2th Dec, 1999 be sent to him by registered A.D. post and the said letter be posted by 1st Nov. 1999;

RESOLVED
further that Shri. XY, Shri. MN and Shri. PQ, who do not have any registered address in India and who have not supplied any such address to the company may be served with the aforementioned notice of the AGM by issue of an advertisement of the said AGM in the Calcutta, Mumbai, Delhi and Chennai, edition of the newspaper India Express on 2nd Nov, 1999;

RESOLVED
further that secretary of the company shall take necessary action as aforementioned."

Sec. 54 - Authentication of documents and proceedings - Board Resolution

"RESOLVED
that subject to the provisions of the Companies Act, 1956 and the Articles of Association of the company, requiring a document to be signed/executed by the company, Shri……….., Shri…………., Shri…………., the Directors of the company for the time being, and Shri………., Shri………., the officers of the company, be and are hereby authorized individually to authenticate any documents or proceedings issued by the company."

Secs. 55 to 60 - Appointment of Lead Managers and Co-managers - Board Resolution

RESOLVED
that…………..be and are hereby appointed as Lead managers to the proposed issue of ………… Equity shares and are hereby appointed as Co-managers to the said issue.

RESOLVED further
that the memorandum of understanding (MOU) between the Company and the abovementioned Lead Managers (draft whereof tabled before the meeting and initialed by Chairman) be and is hereby approved.

RESOLVED further
that Shri………… Managing Director of the Company and Shri………….. Secretary of the company be and are hereby jointly authorized to enter into the said memorandum of understanding (MOU) on behalf of the company with the said Lead Managers and to affix the common seal of the company thereon.

Sec s. 55-60 - Issue of prospectus - Board Resolution

"RESOLVED
that the draft prospectus offering 20,000 equity share of Rs. 100/- each at premium of Rs. 10 each, as tabled be and is hereby approved and adopted and that a copy of such prospectus signed by the Directors named therein or by their authorized agents along with other required documents be delivered to the Registrar of Companies for registration thereof before the date of its publication pursuant to the provisions of section 60 of the Companies Act, 1956.

RESOLVED
further that the application forms for shares and terms and conditions contained therein which are to accompany such prospectus be and are hereby approved.

RESOLVED
further that the Secretary be and is hereby authorized to make any alterations in the draft prospectus, if required.

RESOLVED
further that the Secretary be and is hereby authorized, subject to compliance of the provisions of section 60 of the Companies Act, to circulate and advertise such prospectus and mail sufficient copies of the forms of application for shares accompanied by prospectus to the managers to the issue, to all the underwriters, brokers, and bankers and to all concerned in accordance with the scheme of offer to public as approved by the Board."

Sec s. 55 to 60 - Issue of Equity Shares to public for first time - Board Resolution

"RESOLVED
that pursuant to the applicable provisions of the Companies Act, 1956, and to such other permissions, approvals and sanctions as may be required and necessary and subject to such conditions and modifications as may be imposed by the Securities and Exchange Board of India (SEBI). The approval of the Board be and is hereby accorded to the Company to the issue of………….. Equity shares of Rs. 100/- each at par at an aggregate value of Rs……….. to the public by prospectus for meeting a portion of the capital cost of project set up by the company.

RESOLVED
further that………… and………who have conveyed their willingness to act as Lead Managers/Merchant Banks to the issue be and are hereby appointed as Lead Managers/Merchant Bankers to the proposed public issue.

RESOLVED
further that the General Manager of the Company be and is hereby authorized to settle the terms and conditions of the said appointment of Lead Managers/Merchant Bankers and enter into a Memorandum of Understanding (MOU) with them and submit the same for approval of the Board.

RESOLVED
further that the General Manager of the Company be and is hereby authorized to finalise the draft of the prospectus in consultation with the Lead Managers and to settle other matters concerning the proposed issue to enable Lead Managers to submit draft of the prospectus with all documents necessary to SEBI for vetting.

RESOLVED
further that the General Manger of the Company be and is hereby authorized to issue advertisements in such newspapers as he may deem fit and proper about the future prospects of the company and the proposed issue conforming to the guidelines issued by SEBI."

Sec. 56 - Approval of Draft Prospectus - Board Resolution

WHEREAS
the draft prospectus to be issued in respect of public issue of fully convertible debentures together with complete set of material contracts and documents required to be filed with the Registrar of Companies,………. was tabled before the Board;

AND WHEREAS
the Board was informed that the said draft prospectus had been approved by the Lead Managers to the Issue, and also by the Stock Exchanges at………., …….., and ………… and settled by M/s. ………… Legal Advisers to the issue;

AND WHEREAS
the Board was also informed that the draft prospectus had been vetted by SEBI and their comments and observations have been duly incorporated;

"NOW THEREFORE
it was resolved that the draft prospectus offering………….. equity share of Rs………….. each for cash at premium with the annexure thereto as required under section 60 of the Companies Act, 1956, tabled before the Board, be and is hereby approved and that a copy of the draft prospectus duly signed by all the Directors named therein or their authorized agents along with the annexures thereto be delivered to the Registrar of Companies…………for registration thereof.

RESOLVED
further that Shri. ………….., Secretary of the company be and is hereby authorized to make, sign and initial any corrections to the draft prospectus as may be deemed necessary for filing with the Registrar of Companies…………..

RESOLVED
further that the memorandum containing salient features of prospectus in accordance with section 56(3) of the Companies Act, 1956 and the application forms for shares be and are hereby approved.

RESOLVED
further that Shri…………, Secretary of the Company be and is hereby authorized, subject to compliance with the provisions of section 60 of the Companies Act, to circulate and advertise such prospectus and send sufficient copies of the application forms and memorandum containing salient features of prospectus to the lead managers and co-managers to the issue, the underwriters to the issue, brokers, and bankers to the issue and other concerned persons in accordance with the distribution schedule to be finalized with the lead managers to the issue."

Sec. 56 - Approval of Memorandum containing salient features - Board Resolution

"RESOLVED
that the Memorandum containing the salient features in Form No. 2A be and is hereby approved and the same be printed with the share application form along with perforated line bearing separate printed numbers and the same be filed with the Registrar of Companies for his perusal."

Sec. 56 - Form of advertisement - Board Resolution

"RESOLVED
that the draft text of advertisement, as tabled and initialed by the Chairman, be and is hereby approved and that the Secretary of the company be and is hereby authorized to arrange publication of such text in at least three selected commercial newspapers having circulation in the whole of India."

Sec. 57 - Expert’s statement in prospectus - Board Resolution

"WHEREAS
a statement by Shri. A, a software developer was included in the prospectus;

AND WHEREAS
it now appears that Shri. A is an executive working with M/s. Prem Infotech Pvt Ltd.;

AND WHEREAS
the prospectus has not yet been delivered for registration;

NOW THEREFORE
it is resolved that the said statement of Shri. A, be expunged from the prospectus and in its place, the statement obtained form Shri. M, a professional software developer & consultant be included in the prospectus."

Sec. 58 - Expert’s consent to the issue of prospectus - Board Resolution

"WHEREAS
a statement made by Shri. B, a software developer has been included in the draft prospectus;

AND WHEREAS
the draft prospectus is now ready for delivery for registration;

NOW THEREFORE
it is resolved that the said statement of Shri. B be expunged from the prospectus;

RESOLVED
further that consent be obtained from Shri. M a professional software developer & consultant, who is familiar with the facts and circumstances to include his statement in the prospectus;

REOSLVED
further that a statement, be obtained from Shri. M that he has given his consent and has not withdrawn his consent before delivery of the prospectus for registration."

Sec. 58A/58B - Invitation for acceptance of deposits from public - Board Resolution

"RESOLVED
that the company be allowed to invite and accept deposits from the public (including the employees of the company) up to Rs……….. which will be within the limits prescribed under Rule 3 of the Companies (Acceptance of Deposits) Rules, 1975, and that such deposits be accepted pursuant to the terms and conditions, set out in the draft tabled before the Board and for the purposes of identification initialed by the Chairman.

RESOLVED
further that the text of the advertisement in English language and in Punjabi language inviting deposits from public be and is hereby approved and authority is hereby accorded to the issue of such advertisement as required under Rule 4 of the Companies (Acceptance of Deposits) Rules, 1975, in the name of the Board of Directors of the Company and the Secretary of the Company be directed to deliver a copy thereof signed by a majority of those who have been named therein as Directors of the Company or by their duly authorized agents to the Registrar of Companies, Punjab, for registration on or before the date of its issue, and publish it in all leading English and Punjabi newspapers circulating in the State of Punjab.

RESOLVED
further that the, `form of application for deposits’ either for acceptance or renewal of any deposit along with all particulars required under Rule 5(2) of the Companies (Acceptance of Deposits) Rules, 1975, the draft of which is tabled before the meeting and for the purposes of identification initialed by the Chairman, be and is hereby approved.

RESOLVED
further that Shri.………… and Shri.………….. the Directors of the company, and Shri.…….. and Shri.………….., and Shri.…………, General Manager and Secretary of the Company respectively, be and are hereby authorized individually to issue temporary and `fixed deposit’ receipts on behalf of the Company and sign interest warrants/cheques and/or otherwise pay interest to the depositors and sign cheques by way of refund of deposit(s) either for premature repayment or when due in accordance with the terms and conditions approved hereinbefore.

RESOLVED
further that deposits of Rs…….. be accepted by the company without invitation in accordance with the provisions of Rule 4A of the Companies (Acceptance of Deposits) Rules, 1975, subject to such terms and conditions as per the draft submitted to this meeting and initialed by the chairman for the purpose of identification.

RESOLVED f
urther that the text of the statement in lieu of advertisement containing all particulars required under Rule 4A of the Companies (Acceptance of Deposits) Rules, 1975, produced before this meeting and initialed by the Chairman for the purpose of identification, be and is hereby approved and the same be signed by all the Directors named therein or by their duly authorized agents and be delivered to the Registrar of Companies, Punjab, for registration."

Sec. 58A - Issue of advertisement for acceptance of deposits from public including employees - Board Resolution

"RESOLVED
that the advertisement, pursuant to section 58A(2)(b) of the Companies Act, 1956, for inviting deposits from public including employees be issued and the draft thereof tabled before the Board and initialed by the Chairman for purposes of identification be and is hereby approved and the Secretary of the Company be and is hereby authorized to have it published at least in three newspapers having circulation throughout the country, after getting it signed by a majority of directors and after delivering a copy to the Registrar of Companies, NCT of Delhi and Rajasthan for registration.

RESOLVED
further that the form of application and the statement of particulars as per draft thereof tabled before the Board and initialed by the Chairman for purpose of identification be and are hereby approved.

RESOLVED
further that the Managing Director and the Secretary of the Company be and are hereby authorized to sign jointly receipts for deposits received by the company."

Sec. 58A - Renewal or Acceptance of Deposits without invitation - Board Resolution

"RESOLVED
that the company renew the existing deposits and accept fresh deposits without inviting or allowing or causing any person to invite deposits and that Shri.……….., Secretary of the Company be and is hereby authorized to file the statement in lieu of advertisement with the Registrar of Companies before such acceptance or renewal."

Sec. 58A - Compliance regarding maintenance of liquid assets - Board Resolution

"RESOLVED
that in pursuance of Rule 3A of the Companies (Acceptance of Deposits) Rules, 1975, a sum of Rs. 10,00,000 being 15% of the amount of public deposits maturing as on 31-3-2000, be deposited with the ………….. Bank ………… Branch for a period of one year.

RESOLVED
further that Shri. SK and Shri. MN Directors of the Company be and are hereby jointly authorized to open a Deposit Account with the……….Bank…….Branch for this purpose."

Sec. 60 - Approval of prospectus - Board Resolution

"RESOLVED
that the draft prospectus with the annexures thereto as required under section 60 of the Companies Act, 1956, in respect of which acknowledgement card has been issued by SEBI on …….., tabled before the Board, duly initialed by the Chairman for the purpose of identification be and is hereby approved and adopted as the prospectus of the company for the proposed public issue of 25,00,000 equity share of Rs. 10/- each for cash at par.

RESOLVED
further that the engrossment of the draft prospectus with the annexures thereto as aforementioned be signed by all the Directors present at the meeting and the same be sent to other directors not present at the meeting for their signatures.

RESOLVED
further that the engrossment of the prospectus with annexures thereto when signed by all the Directors be filed with the Registrar of Companies, NCT of Delhi and Rajasthan.

RESOLVED
further that Shri. MNO be and is hereby authorized to file the prospectus with the annexures thereto with the Registrar of Companies, NCT of Delhi and Rajasthan and to make, sign and initial any corrections/alterations/modifications etc., If any, therein as he may deem necessary .

RESOLVED
further that the draft of the power of attorney to be given by the company in favour of Shri. MNO for the purpose of registering the prospectus and for making any corrections/alterations/modification etc. therein, tabled before the meeting and duly initialed by the Chairman for purposes of identification, be and is hereby approved.

RESOLVED
further that the common seal of the company be affixed to the said power of attorney in the manner provided by article … of the Articles of Association of the company.

RESOLVED
further that the Secretary of the company be and is hereby authorized to circulate and advertise such prospectus and send sufficient number of copies of the application together with the prospectus to the Manager for issue for sending to the brokers, underwriters, bankers and all others as per the scheme of offer to public approved by the Board."

Sec. 60 - Underwriting Contracts - Board Resolution

"RESOLVED
that underwriting contracts entered into between the company and financial institutions, bankers and brokers who have consented to underwrite …………
equity shares of Rs. ……… each to be offered to public at par as per letters exchanged between the company and them (said letters tabled before the meeting and initialed by the Chairman of the meeting) be and are hereby approved.

further RESOLVED
that the said financial institutions, bankers and brokers whose names are mentioned hereunder be and are hereby appointed underwriters to the public issue on payment of underwriting commission @ ………… on the nominal value of shares so underwritten by each of them :
…………

Name of underwriter Nominal value of share to be underwritten
…………

further RESOLVED
that the draft of the Agreement to be entered into between the company and underwriters (Placed before the Meeting and initialed by the Chairman) be and is hereby approved and the Managing Director of the company be and is hereby authorized to enter into Agreements with the said underwriters."

Sec s. 60 and 69 - Appointment of Bankers to the Issue - Board Meeting

"RESOLVED
that the following Banks and their Branches be and hereby appointed as Bankers to the proposed issue of ………….. Equity Shares of Rs. 100/- each of the Company and an Agreement, the draft which is tabled before the meeting be entered with each one of them :

(Names of bankers and addresses of Branches)

RESOLVED
further that separate Current Account of the company be opened with the said banks in the name and style of …………. Equity Public issue" and the said Banks be advised to received applications from Indian Public along with amount for the Equity shares applied for by way of cheques, demand drafts, pay orders or cash in respect of proposed public issue of Equity shares on and from the date of opening of subscription list till its closure as may be intimated by the company with authority to instruct their collecting branches to receive applications in the aforementioned manner and the said banks and their branches be requested to realize the proceeds of the cheques, demand drafts, pay orders and to credit the same as well as cash received to the said Accounts.

RESOLVED
further that the said Banks be requested to collect information about the number of applications and shares applied for as well as the total amount received daily from their collecting Branches and transmit the said information to the company on the same day either on telephone or by Telex/Fax or by E-mail..

RESOLVED
further that the said Banks be requested to act on instructions given on behalf of the company jointly by any two of the following persons namely Shri ………… and Shri………. Shri……….. and Shri …………


Sec. 60 - Appointments of Registrars to the Proposed Issue - Board Resolution

"RESOLVED
that …………. Who are duly registered with the Securities and Exchange Board of India (SEBI) under SEBI (Registrars to an issue and Share Transfer Agents) Regulations, 1993 be and are hereby appointed as Registrars to the proposed issue of ……… Equity shares of Rs. 10/- each at par of the company.

RESOLVED
further that the letter of appointment, draft whereof tabled on the table and initialed by Chairman for the purpose of identification, be and is hereby approved and the Managing director of the Company be and is hereby authorised to issue the same to …………. on behalf of the company.

RESOLVED
further that the consent in writing received from the said Registrars to the proposed issue conveying their approval for inclusion of their names in the prospectus of the proposed public issue be and is hereby noted.

RESOLVED further that the said Registrars to the proposed issue be and are hereby authorized to authenticate endorsements in any of the documents on behalf of the company in respect of the proposed issue of Equity Share."

Sec s. 60 and 171(2) - Convening of Extraordinary General Meeting for approving modifications suggested by FI and S.E. - Board Resolution

"RESOLVED
that Extraordinary General meeting of the members of the company be convened on …….. at ………. by giving shorter notice than 21 days for approving modifications as suggested by the Financial Institutions and the Stock Exchange."

Sec. 66 - Newspaper advertisement of prospectus - Board Resolution

"RESOLVED
that pursuant to the provisions of section 66 read with section 2(36), the prospectus issued by the company be published as a newspaper advertisement without specifying the contents of the memorandum or the signatures thereto or the number of shares subscribed for by them.

RESOLVED
further that the Secretary of the Company shall take all necessary steps to ensure that the advertisement does appear in the Hindustan Times, The Hindu and the Indian Express in all their editions."

Sec. 67(3) - Offering shares or debentures to members of a private company - Board Resolution

"RESOLVED
that further issue of shares of Rs. 1.5 crores in the equity share capital of the company consisting of shares of Rs. 10/- each, be made by offering the shares to the members of the company in proportion to the shares held by each one of them and in case any member of the company is not willing to subscribe for the shares so offered, the Board of directors of the Company shall be at liberty to issue the shares so unsubscribed to such other persons as the Board of directors may decide, subject to the condition that the Board shall ensure that the number of members of the Company, excluding past and present employees of the company, does not exceed fifty;

RESOLVED
further that any member or members of the company who would have applied for additional number of shares shall be allotted additional shares on equitable basis while making offer of unsubscribed shares."

Sec. 69 - Return of share Application Money - Board Resolution

"RESOLVED
that taking this view that the minimum subscription not having been reached and pursuant to Section 69(5) of the Companies Act, 1956, the share application money received by the company be refunded to the applicants and the Secretary of the Company be instructed to inform the applicants accordingly."

Sec. 69 - Return of money paid on application where minimum subscription not received - Board Resolution

"RESOLVED
that amount paid on application for shares be and is hereby returned to the applicants paying the same respectively as the minimum subscription stated in the prospectus has not been received.

RESOLVED
further that the Secretary of the Company be and is hereby authorized to do all such acts, deeds and things as may be deemed necessary to give effect to this resolution."

Sec s. 70-75 - Allotment of Shares - Board Resolution

RESOLVED
that 1500 equity shares of Rs. 100/- each in the capital of the company be and are hereby allotted to the applicants as per list tabled before the meeting and initialed by the Chairman for the purposes of identification.

RESOLVED
further that the Secretary of the company be and is hereby authorized to file the return of allotment pursuant to section 75 of the Companies Act, 1956, with the Registrar of Companies concerned in the prescribed form.

RESOLVED
further that the share certificates for the shares allotted as aforementioned be issued to the allottees under the signatures of Shri. A, Managing Director, Shri.N, director and Shri. M, Secretary of the company and the common seal of the company be affixed on the share certificates in their presence.

RESOLVED
further that a committee of directors comprising of Shri. A, B and M to be called committee for allotment of shares be and is hereby constituted with powers to make allotment of 10,000 equity shares of Rs. 100/- each fully paid-up at par/or at a premium of Rs. ……….in accordance with the terms and conditions specified below and to take all such steps and to do all such acts or things as may be necessary in that connection :

(1) Not more than 100 shares be issued to an applicant.

(2) If the applicants exceed the number of shares available for allotment, allotment shall be made proportionately."

Sec. 72 - Authorisation for fixing time and date of opening and closing of subscription list - Board Resolution

"RESOLVED
that Shri.…………, Managing Director of the Company be and is hereby authorized to fix time and date of opening and closing of Subscription List of 12,00,000. Equity shares of Rs. 10/- each pursuant to prospectus issued by the Company on 18th Sep, 2000."

Sec. 72 - Opening of subscription list - Board Resolution

"RESOLVED
that the application list for subscription of 1,00,000 equity shares of Rs. 10/- each will open on the commencement of banking hours on ………..the…….. 2000……., and will close at the close of the banking hours on…………. the ………….. or earlier at the discretion of the company but not before the close of the banking hours on………… the………

Sec. 72 - Allotment of shares - Board Resolution

"RESOLVED
that 1,50,000 equity shares of Rs. 10/- each be and are hereby allotted to the several applicants whose names and respective share allotments are given in Register of Allotment made in accordance with the Scheme of allotment by the company and approved by the Jaipur Stock Exchange, submitted to this meeting and initialed by the chairman for identification.

RESOLVED
further that allotment advice and letters of allotment be issued to each allottee, indicating the number of shares allotted and allotment money @ Rs. 2.50 per share payable by each of them on or before 31st December, 2000 and that Industrial Securities and Investment Trust Limited, Delhi, Company’s Issue House, be and are hereby authorized to issue the allotment advice and letters on behalf of the Company.

RESOLVED
further that the Secretary of the company be and is hereby directed to file the Return of Allotment in Form No. 2 to the Companies (Central Government’s) General Rules and Forms, 1956."

Sec. 72 - Allotment of debentures - Board Resolution

"RESOLVED
that ……….13% secured redeemable non-convertible debentures of Rs. 100/- each be and are hereby allotted to the persons mentioned in the allotment list tabled before the meeting and initialed by the chairman, so that each allottee receives the number of debentures specified against his name in the list.

RESOLVED
further that the draft letter of allotment and draft letter of Regret tabled before the meeting and initialed by the Chairman for the purpose of identification be and are hereby approved and the Secretary of the company be directed to issue the said letters of allotment or letter of regret with refund vouchers as the case may be.

RESOLVED
further that the …………. Bank …………. Branch, in which the company has opened an account called the `PREM INFOTECH PVT LTD., Issue of Debenture Account’, be and are hereby authorised to receive debenture allotment monies and to credit the said account with such amounts."

RESOLVED
further that the said Bank be and are hereby authorized to honour debenture refund vouchers from and out of the credit balance in the said account."

Sec. 72 - Allotment on conversion of debentures - Board Resolution

"RESOLVED
that in accordance with the terms of issue, 50,000 13% secured convertible debentures of Rs. 100 each be and are hereby converted into 5,00,000 equity shares of Rs. 10/- each credited as fully paid-up.

RESOLVED
further that the new equity Shares be issued and allotted to the debenture-holders in accordance with the allotment list tabled before the meeting and initialed by the Chairman so that each debenture-holder receives the number of equity share specified against his name in the list and the Secretary be instructed to inform the debenture-holders accordingly."

Sec. 72 - Allotment of shares oversubscribed - Board Resolution

"RESOLVED
that 1,00,000 equity share in the share capital of the company of Rs. 10/- each, on which Rs. 5/- the money payable on application has been received, be and is hereby allotted on the basis of the scheme of allotment finalized in consultation with the ……… Stock Exchange, to the applicants as detailed in the Allotment Register which was tabled on the table and duly initialed by the Chairman for the purpose of identification.

RESOLVED
further that the Secretary be and is hereby authorized to arrange necessary refunds to those who paid in excess of the amount payable on his/her allotments made according to the scheme of allotment agreed upon by the Stock Exchange within the time prescribed in section 73(2A) of the Companies Act, 1956."

Sec. 72 - Refusal to allot shares - Board Resolution

"RESOLVED
that the applications for equity shares in the company, detailed below, be and are hereby rejected.

RESOLVED
further that the Secretary of the company be and is hereby authorized to inform the applicants about the company’s refusal to allot shares to them and to return the application money paid by them on their application, as shown against their respective names below :

…………

Sec. Name of Application Number of Application

No. applicant No. shares money

applied for paid

…………

Sec. 73 - Opening of Bank Account For refund of Application money and/or Excess amount - Board Resolution

RESOLVED
that the company does open a Current Bank Account styled as …………. With (name and address of the Bank) for refund of Application money and/or excess amount of application money received from the investors.

RESOLVED
further that Shri.…………. Secretary and Shri.…………. Financial Controller of the company be and the said refund cheques be made payable at places where application money was received.

RESOLVED
further that the said Bank be and is hereby authorized to honour all cheques drawn on behalf of the company severally by Shri. ..…… Secretary and Shri..... …, Controller of the company and to act on any instructions so given by any of them relating to the said banking account of the company.

Sec. 73 - Refund of Application money - Board Resolution

RESOLVED
that the share application money received from the applicant whose names are detailed in the sheets (Signed for the purpose of identification by the chairman of the meeting) and kept in a separate Bank Account styled as Prem Infotech Pvt Ltd with …………. Bank be and is hereby returned to the respective applicants.

RESOLVED
further that Shri. ………….. Managing Director of the company be and is hereby authorized to give effect to the resolution.

Sec. 73 - Listing of shares on Stock Exchange - Board Resolution

"RESOLVED
that the consent of the Board of Directors be and is hereby given to the company for the execution of the Listing Agreement with Delhi Stock Exchange, as per draft tabled before the meeting and duly initialed by the Chairman for purposes of identification.

RESOLVED
further that the Managing Director of the company be and is hereby authorized to execute the said agreement on behalf of the company by affixing the common seal of the company thereon."

Sec. 73. - Listing of shares with stock exchanges - Board Resolution

WHEREAS
the company had applied for listing of its shares with the …………and ………….. Stock Exchanges and it is necessary to enter into a listing agreement with the above stock exchanges in this regard;

"NOW THEREFORE
it is resolved that the listing agreement with the ……….. and ………. Stock Exchanges in connection with the listing of and dealing in……. equity shares of Rs. 100/- each on the said stock exchanges be executed under the common seal of the Company in terms of article……….. of the Articles of Association of the Company in the presence of the following Directors of the Company, namely…………. and …………., who do sign the same in token thereof."

Sec. 73 - Execution of listing agreement - Board Resolution

"RESOLVED
that the Company do execute listing agreements as per formats received from the Stock Exchanges at Jaipur and Mumbai, a draft copy of which, duly initialed by Chairman, is tabled before this Meeting for purposes of identification.

RESOLVED
further that Shri S Managing Director, Shri A, Director and Shri P, Secretary of the Company be and are hereby jointly authorized to sign the listing agreement and affix Common Seal of the Company thereon".

Sec. 75 - Return of allotment - Board Resolution

"RESOLVED
that in relation to the allotment of shares made by the company, Shri.…………, a Director of the company be and is hereby authorized to file with the Registrar of Companies a return of allotment in Form No. 2 pursuant to section 75."

Sec. 75 - Allotment of shares for consideration other than cash - Board Resolution

"RESOLVED
that in terms of contract dated the ………….2000……., entered into between the company and MNO, being a contract in respect of the land belonging to such allottee for which a value of Rs. 2,00,000 has been agreed upon and in consideration thereof, 20,000 fully paid equity shares of Rs. 10 each having distinctive numbers from ……… to ……….. be and are hereby allotted to the said MNO in satisfaction of the agreed purchase price of the land fully described in separate deed of conveyance produced before the meeting and that the Secretary be instructed to file with the Registrar of Companies a return of allotment in form No. 2 with the copies of the relevant contract and the deed of conveyance constituting the title of the allottee duly verified in the prescribed manner.

RESOLVED
further that the unsecured loan of Rs……taken from MNO & Co. Ltd. on ………, 2000….., be converted into 20,000 equity shares of Rs. 10 each bearing numbers from ……… to …….. in the share capital of the company and that the said MNO & Co. Ltd. be allotted 1,000 equity shares of Rs. 10 each and that the Secretary be instructed to file a return of such allotment with the Registrar of Companies."

Sec. 75 - Allotment of shares for services rendered - Board Resolution

"RESOLVED th
at whereas Shri Manoj Sharma served as the Manager of the company for a period of 20 years from ………….to……and the company owes him a sum of Rs. 50,000/- towards services rendered, now therefore 5000 equity shares of Rs. 10/- each bearing numbers from……….. to ……… inclusive in the share capital of the company be and are hereby allotted to Shri Manoj Sharma as fully paid-up shares in full and final settlement of the amounts due to him."

Sec. 75 - Allotment of shares to renounces - Board Resolution

"RESOLVED
that 1,500 equity shares of Rs. 100/- each in the capital of the company be and are hereby allotted to the renounces named in the letters of renunciation tabled before the Board and duly initialed by the Chairman for identification so that each renouncee receives the number of shares specified against his name in the allotment list also tabled before the meeting and initialed by the Chairman for identification thereof.

RESOLVED
further that the Secretary of the company be directed to take necessary further action and to inform the allottees accordingly."

Sec. 75 - Refusal to allot shares to nominee - Board Resolution

"RESOLVED
that allotment of 200 equity shares of Rs. 10/- each be and is hereby refused to Shri. MN, a nominee of Shri. OP as per letter of renunciation dated ……. Tabled before the meeting, duly initialed by the Chairman.

RESOLVED
further that the Secretary of the company be directed to inform Shri. OP about the non-acceptance of his renunciation and to re-offer the shares to him."

Sec. 76 - Underwriting contracts - Board Resolution

"RESOLVED
that the following underwriting contracts, underwriters who have sufficient resources, and the drafts whereof have been submitted to this meeting, be and are hereby approved and the said underwriters be paid underwriting commission at three and a half per cent on the nominal value of the shares so underwritten, by each of the following underwriters appointed in consultation with the Law Manager(s), namely:

(a) O.K. & Co., for 10,000 equity shares;

(b) Shri. C.Sec.. for 15,000 equity shares;

(c) Shri. M.B.A. for 20,000 equity shares."

Sec. 76 - Approval of underwriting contracts - Board Resolution

WHEREAS
the underwriting offers/proposals received from financial institutions, banks, merchant bankers and brokers aggregating Rs. ………… in respect of equity shares/ debentures along with a list setting out the names of such underwriters and their respective underwriting commitments for the consideration of the Board;

AND WHEREAS
the Board considered the offers and decided to accept all the offers of the underwriters so received;

"NOW THEREFORE
it is resolved that the underwriting offers received by the company from the financial institutions, banks, merchant bankers and brokers, whose names, addresses and respective underwriting commitments are set out in the list of underwriters tables at the meeting, along with their respective underwriting letters, be and are hereby accepted upon the terms and conditions as set out in their respective underwriting letters.

RESOLVED
further that Shri. …………, Managing Director and Shri. …………., Secretary be and are hereby severally authorized to accept and convey on behalf of the company the acceptance of the said underwriting offers upon the terms and conditions contained in the respective underwriting letters of the said underwriters and to do all such acts, deeds and things which may be necessary for the purpose of concluding and giving effect to the said underwriting offers."

Sec. 76 - Appointment of bankers/brokers to the Issue - Board Resolution

"RESOLVED
that the bankers/brokers to the issue mentioned herein below be and are hereby appointed as the bankers and brokers to the public issue:

Bankers :

1. State Bank of India .. New Delhi

2. Bank of Punjab .. Chandigarh

3. Bank of Baroda .. Mumbai

Brokers :

1. Kalani & Company .. Jaipur

2. C.L. Mandal & Co. .. Mumbai

3. Kumar and Co. .. Mumbai

RESOLVED
further that brokerage at the rate of 1.25% shall be paid to the abovementioned bankers and the brokers to the issue in respect of allotment made against applications procured by them provided that the relative forms of applications bear their respective stamps in the brokers column.

RESOLVED
further that brokerage at the same rate may also be paid in respect of allotments made against applications bearing the stamp of any of the brokers who are members of any recognized Stock Exchange in India".

Sec. 77 - Purchase by Company of its own shares to the trustees of the Employees Benefit and Welfare Trust by preferential allotment - Board Resolution

RESOLVED
that a sum of Rs. ………… (Rupees…………..) only be given to the Trustees of the Employees’ Benefit and Welfare Trust for the purchase of the fully paid up shares in the company by them and to be held by and for the benefit of the employees of the company in accordance with the `Employees’ Welfare Scheme’ approved by the Board vide Resolution dated …………

Sec. 77 - Purchase by company of its own shares to the trustees of the Employees Benefit and Welfare Trust on firm allotment - Board Resolution

RESOLVED
that a sum of Rs. …………. (Rupees ………….) only be given to the Trustees of the Employees’ Benefit and Welfare Trust for subscription by them to the fully paid up equity shares of the company reserved for firm allotment pursuant to the General Body Resolution dated ………… and to be held by and for the benefit of the employees of the Company in accordance with the `Employees’ of the Company in accordance with the `Employees’ Welfare Scheme’ approved by the Board vide Resolution dated …………

Sec. 77 - Purchase by company of its own shares by way of loan to employees - Board Resolution

RESOLVED
that a sum of Rs. ………… (Rupees …………) only be given as loan to the bona fide employees, including managing director and whole-time director, of the company to facilitate them to purchase/subscribe to the fully paid up equity shares of the company and to be held by each of them by way of beneficial ownership, in accordance with the `Employees’ CAPITAL PARTICIPATION SCHEME’ approved by the Board vide Resolution dated …………

RESOLVED
further that the loan granted to each of the employees shall not exceed the amount of his/her salary or wages for a period of six months.

Sec. 77A -- Power of company to purchase its own securities - Board Resolutions

WHEREAS
the company has Rs………… in its securities premium account;

AND WHEREAS
the company is authorized by Article………….. to buy back its own shares;

AND WHEREAS
there is …………. number of shares of the company in odd lots being similar to the market lots specified by the Stock Exchange;

NOW, THEREFORE
, it is resolved that subject to the passing of a special resolution in the general meeting of the company pursuant to section 77A of the Companies Act, 1956………….number of equity shares of the company which are in odd lots be bought back from the open market at a price of Rs………per share;

RESOLVED
further that a draft of the declaration of solvency prepared in the prescribed form and tabled before this meeting be and is hereby approved for filing with the ROC and the SEBI after having its verified by an affidavit and be signed by M/s MNO and PQR, the managing director and director of the company;

RESOLVED
further that an Extra ordinary General Meeting of the company be called and held for the aforementioned purpose on …………..at…………..as per the draft notice and the explanatory statement tabled before the meeting and initialed by the chairman for purpose of identification;

RESOLVED
further that the Secretary of the company be directed to issue the notice to all the members of the company and take every step needed in connection therewith or ancillary or incidental thereto.

Sec. 78 - Issue of shares at a premium - Board Resolution

"RESOLVED
that pursuant to section 78 of the Companies Act, 1956 and subject to such modifications/alterations and conditions as the Securities and Exchange Board of India may impose, the Directors of the Company be and are hereby authorised to issue 150,000 equity shares of Rs. 10/- each at such premium not exceeding Rs. 2.50 per share in consultation with the lead managers to the issue."

Sec. 78 - Transfer of premium received on shares - Board Resolution

"RESOLVED
that pursuant to the provisions of section 78 of the Companies Act, 1956, an amount of Rs. 1,20,00,000 equal to the aggregate of the amount of premium received on shares by the company on the issue and allotment of 12,00,000 equity shares of Rs. 10/- each @ of Rs. 10/- per share be and is hereby transferred to the Share Premium Account of the company and the said money be applied for purposes permitted by sub-section (2) of section 78 of the Companies Act, 1956."

Sec. 78(2) (a) - Issue of Bonus shares out of share premium account - Board Resolution

RESOLVED,
pursuant to the provisions of clause (a) of sub-section (2) of section 78 read with proviso to sub-section (3) of section 205 of the Companies Act, 1956, that a sum of Rs…………. out of the share premium account in which a sum of Rs. ………… is lying unutilized, be and is hereby utilized in paying up unissued shares of the company in the authorized capital of Rs. ………… by issuing fully paid bonus shares in the proportion of 1 bonus share for every share held in the company as on …………being the record date.

Sec. 78(2) (b) - Writing off the preliminary expenses of the company - Board Resolution

"RESOLVED
that a sum of Rs. 1,50,000 from the Share Premium Account be applied by the company in writing off the preliminary expenses of the company".

Sec. 78(2)(b) - Approval of pre-incorporation and pre-operative expenses - Board Resolution

"RESOLVED
that the liability for an amount of Rs. 1,50,000/- incurred towards pre-incorporation expenses and Rs. 2,35,000/- estimated to be incurred up to 31st March, 1997 by the promoters as set out in the statements tabled before the meeting and reproduced below be and is hereby approved and accepted by the company:

1. Statement of pre-incorporation expenses.

2. Statement of pre-operative expenditure likely to be incurred upto 31st March,1997".

Sec. 79 - Issue of shares at a discount - Board Resolution

"RESOLVED
that subject to the approval of the Company Law Board, the Board of Directors be and are hereby authorized to issue 15,000 equity shares of the company of the nominal value of Rs. 10/- each in the Capital of the company at a discount of Rs. 2.50/- per share, that is, Rs. /-."

RESOLVED
further that the Secretary of the company be and is hereby authorized to file necessary application with the Company Law Board and take all necessary steps in connection with the obtaining of the order of the Company Law Board.

Sec. 80 - Redemption of preference shares from the proceeds of fresh issue of preference shares - Board Resolution

"RESOLVED
that pursuant to section 80(4) of the Companies Act, 1956, 1,500 nine per cent redeemable preference shares of Rs. 100/- each be issued upon such terms and conditions and are set out in the statement submitted to this meeting and the proceeds oft his new issue be utilized for the purpose of redeeming the existing 1500 nine per cent redeemable preference shares of Rs. 100/- each."

Sec. 80 - Redemption of preference shares from the proceed of rights issue - Board Resolution

"RESOLVED
that 1500 thirteen per cent redeemable preference shares of Rs. 100/- each bearing distinctive numbers…………to….be redeemed and such redemption be made out of the sum of rupees one lac received by the company from the rights issue of 15000 equity shares of Rs. 10/- each made for the purposes of such redemption."

Sec. 81 (1A) - Further Issue of capital - Board Resolution

"RESOLVED
that in terms of section 81(1A) and other applicable provisions, if any, of the Companies Act, 1956 and in accordance with the provisions of Articles of Association of the Company and subject to the consent of the Securities and Exchange Board of India (SEBI) and all other concerned authorities and Departments, if and to the extent necessary, and such other approvals, permissions and sanctions as may be necessary and subject to such conditions and modifications as may be prescribed in granting such approvals, permissions and sanctions which may be agreed to by the Board of Directors of the Company (hereinafter referred to as "The Board" which term shall be deemed to include any committee of the Board), at its sole discretion, the consent of the company be and is hereby accorded to the Board to create, offer and issue to such persons as are set out hereunder, such number of equity shares of the company of the face value of Rs. 100/- each not exceeding…………. in number may be required for subscription for cash at such premium as may be per share as may be fixed and determined by the Board prior to the issue and offer thereof to such category of persons in consultation with SEBI or such other Authorities as may be prescribed or in accordance with such guidelines or other provisions of law as may be prevailing at that time and otherwise earning pari passu except for payment of dividend pro rata from the date of allotment with the equity shares of the Company as then issued and to retain over subscription if any in respect of such issue to such extent as may be then permissible, and at such time or times as the Board at its absolute discretion and in the best interest of the company may deem fit:-

(i) the public such number of equity shares of Rs. 100/- each as the Board may decide on such terms and conditions as may be decided by the Board in this respect;

(ii) the permanent employees of the company on an equitable basis such number of equity shares of Rs. 10/- each as would not exceed five per cent of the number of equity shares and with such conditions of non-transferability lock-in-period as may be specified in the prevailing guidelines and with the provisions that any unsubscribed portion from such category shall not lapse but shall at the absolute discretion of the Board be available for allotment by offering the same to Mutual Funds, Banks, financial institutions or business Associates or any other person as the Board may deem fit and thereafter for meeting any over subscription in the category referred to in (i) above; and

(iii) the promoters, directors and their relatives and friends, such number of equity shares of Rs. 10/- each with such minimum subscription and with such conditions of non-transferability guidelines lock-in-period as may be specified in the then prevailing guidelines-

RESOLVED
further that for the purpose of giving effect to this resolution the Board of Directors of the company be and is hereby authorized to take such steps and to do all such acts, deeds, matters and things and accept any alterations or modification(s) as they may deem fit and proper and give such directions as may be necessary to settled any question or difficulty that may arise in regard to the issue and allotment of the said equity shares including the power to allot the unsubscribed equity shares, if any, in such manner as may appear to the Board of Directors to be most beneficial to the company."

Sec. 81 - Issue of rights share at par - Board Resolution

"RESOLVED
that in terms of section 81(1A) and other applicable provisions, if any, of the Companies Act, 1956 and in accordance with the provisions of Articles of Association of the Company and subject to the consent of the Securities and Exchange Board of India (SEBI) and all other concerned authorities and Departments, if and to the extent necessary and such other approvals, permissions and sanctions as may be necessary and subject to such conditions and modifications as may be prescribed in granting such approvals, permissions and sanctions which may be agreed by the Board of Directors of the Company (hereinafter referred to as "The Board" which term shall be deemed to include any committee of the Board), at its sole discretion, the consent of the company be and is hereby accorded to the Board to create, offer and issue to such persons as are set out hereunder, such number of equity shares of the company of the face value of Rs. 10/- each not exceeding………… in number may be required for subscription for cash at such premium per share as may be fixed and determined by the Board prior to the issue and offer thereof to such category of persons in consultation with SEBI or such other Authorities as may be prescribed or in accordance with such guidelines or other provisions of law as may be prevailing at that time and otherwise earning pari passu except for payment of dividend pro rata from the date of allotment with the equity shares of the Company as then issued and to retain over subscription if any in respect of such issue to such extent as may be then permissible, and at such time or times as the Board at its sole discretion and in the best interest of the company may deem fit :-

(i) the public such number of equity share of Rs. 10/- each as the Board may decide on such terms

and conditions as may be decided by the Board in this respect;

(ii) the permanent employees of the company on an equitable basis such number of equity shares of Rs. 10/- each as would not exceed five per cent of the number of equity shares and with such conditions of non-transferability, lock-in-period as may be specified in the prevailing guidelines and with the provisions that any unsubscribed portion from such category shall not lapse but shall at the utter discretion of the Board be available for allotment by offering the same to Mutual funds, Banks, Financial Institutions or Business Associates or any other person as the Board may deem fit and thereafter for meeting any over subscription in the category referred to in (i) above; and

(iii) the promoters, directors and their relatives and friends, such number of equity shares of Rs. 10/- each with such minimum subscription and with such conditions of non transferability guidelines lock-in-period as may be specified in the then prevailing guidelines--

RESOLVED
further that for the purpose of giving effect to this resolution the Board of Directors of the company be and is hereby authorized to take such steps and to do all such acts, deeds and things and accept any alterations or modification(s) as they may deem fit and proper and give such directions as may be necessary to settle any question or difficulty that may arise in regard to the issue and allotment of the said equity shares including the power to allot the unsubscribed equity shares, if any, in such manner as may appear to the Board of Directors to be most beneficial to the company."

Sec. 81 - Issue of right shares at par - Board Resolution

"RESOLVED
that 15,00,000 equity shares of Rs. 10/- each in the share capital of the company, be and are hereby issued to the persons who at the date of the offer, i.e.,…………, 2000………, are holders of the equity shares of the company in proportion, as nearly as circumstances admit of three equity shares for every ten equity shares held on the aforementioned date (fraction of a new equity share being disregarded) inter-alia on the following terms and conditions :

(i) That the full amount of Rs. 10/- per share shall be payable along with the application for such shares in the prescribed application form of the company.,

(ii) The offer for new equity shares now being made shall be limited to those persons who, as on……….., 2000………, are holders of equity shares of the company. Such persons are, however, entitled to apply for additional shares out of those shares not taken up by any of the existing shareholders in the proportion to be decided by the Board of Directors at its discretion having regard to the proportion such equity shareholders have to the paid-up equity capital of the company.

(iii) The offer aforementioned shall include a right exercisable by the persons to renounce the shares now being offered in favour of any other person(s) provided such renunciation is made before the time not being less than fifteen days from the date of the offer.

(iv) Any profit on the sale or disposal of fractional certificate and/or the equity shares not accepted by the offerees will be distributed to the existing shareholders in proportion to their holdings of equity shares.

(v) The share transfer book shall remain closed from………….. 2000…… to………., 2000….. ……(both days inclusive). The last date for the acceptance of offer has been fixed at………….. 2000…….., and the date within which the amount for the shares offered shall be payable has been fixed at………. 2000……

RESOLVED
further that the draft letter of offer/notice, renunciation and the application form as vetted by SEBI and as tabled and authenticated under the initial of the chairman of the meeting, be and are hereby accepted and the Secretary of the company be instructed to issue the notice of such offer to the holders of shares as on the abovementioned date and to make necessary arrangement in connection therewith."

Sec. 81 - Issue of bonus shares - Board Resolution

"RESOLVED
that pursuant to Article…………. of the Articles of Association of the company and subject to the consent of the members in general meeting, and in accordance with the guidelines of the Securities and Exchange Board of India, the Board do hereby recommend that a sum of Rs……… be capitalized out of general reserve and set free for distribution amongst the equity shareholders by issue of………….. equity shares of Rs. 10-/- each credited as fully paid to the equity shareholders in the proportion of………… equity share for every…………. Equity shares held by them on the record date to be decided by the Board and that such new shares, as and when issued and fully paid, shall rank pari passu with the existing equity shares.

RESOLVED
further that for the purpose of giving effect to this resolution, an EXTRAORDINARY GENERAL MEETING of members of the company be convened to consider the proposed capitalization of profits and issue of bonus shares and that the secretary of the company be and is hereby authorized to issue notice of the said meeting to the shareholders as per draft thereof submitted to this meeting and initialed by the Chairman for the purpose of identification."

Sec. 81 - Issue of non-cumulative preference shares - Board Resolution

"RESOLVED
that subject to the approval of SEBI and other statutory approvals, if any, 13% non-cumulative redeemable preference shares of Rs…….. each forming part of the authorized capital of the company and remaining unsubscribed be issue at par and allotted to any person or persons, as the Board of Directors deem fit, on the following terms and conditions :

(a) The share shall carry a right to a preferential dividend of 13% per annum in relation to the capital paid-up on them.

(b) The holders of the said shares shall have a right to attend General Meetings and note the resolutions directly affecting their interest or where the dividends in respect thereof are in arrears for the two financial years immediately preceding the meeting or for any three years during the period of six years ending with the financial year preceding the meeting, on all resolutions at every meeting of the company.

(c) In a winding-up, the holders of the said shares shall be entitled to a preferential right of return of the amount paid-up on the shares, but shall not have any further right or claim over the surplus assets of the company.

Sec. 81 - Issue of redeemable preference shares - Board Resolution

‘RESOLVED
that pursuant to articles………….. of the Articles of Association of the company and subject to other statutory provisions, if any, redeemable preference shares of Rs……… each forming part of the authorized capital of the company and remaining unsubscribed be issued at par and allotted to any person or persons and on such terms and conditions as to dividend, preferential payment or return of the amount paid-up thereon and redemption as the Board of Directors may deem fit."

Sec. 81(3) - Issue of convertible bonds to overseas investors - Board Resolution

"RESOLVED
that the pursuant to the applicable provisions of the Companies Act, 1956 and to such other approvals, permission, grants and sanctions as may be necessary, the Board hereby accords its approval to the issue of………… convertible bonds of the value of not exceeding US Dollar………… each such bond of such value as the Board may think necessary in consultation with the Overseas Depository Bank………….. without warrant with option to holders thereof to convert such bonds into equity shares of Rs. 10/- each at the rate of…………. Fully paid equity shares for every US Dollar………… or for such value of the bonds depending upon the exercise of option for conversion on or before the dates as may be specified in said bonds.

RESOLVED
further that Shri………….. Director and Shri………… Director be and are hereby authorized to issue to said bonds under their signatures and to fix the common seal of the company thereon in their presence."

Sec. 81(3) (b) - Approving of convertible loans - Board Resolution

"RESOLVED
that subject to the approval of the Central Government, approval of the Company is given for raising a loan of Rs…………by the company from M/s. X ltd. giving the M/s. X Ltd. an option to convert the loans into………… equity shares of the company at a premium of Rs………. within 12 years from the receipt of the loan by the Company and on other terms and conditions contained in the draft agreement tabled before the meeting and initialed by the Chairman for the purposes of identification."

Sec. 82/84 - Share certificates printing - board Resolution

"RESOLVED
that 10,000 share certificates be given for printing as per the design produced before this meeting and those share certificates be machine numbered in regular order and that the said blocks and forms be kept in the custody of Shri. XYZ, the Secretary of the company, who shall render account thereof to the Board."

RESOLVED
further that twenty share certificates for 10,000 equity shares having distinctive numbers………… to……. (both inclusive) be cancelled and twenty new share certificates be issued in their place which are surrendered to the company and that the common seal of the company be affixed on these new share certificates in the presence of any two Directors and the Secretary of the company who shall also sign the same."

Sec. 82/84 - Approval of Share Certificate Format - Board Resolution

"RESOLVED
that the formats of equity share certificate and preference share certificate as per design tabled before the Board, duly initialed by the Chairman for the purposes of identification, be and are hereby approved.

RESOLVED
further that 1500 equity shares certificates and 1000 preference share certificates as per design approved by the Board be got printed and machine numbered in regular order.

RESOLVED
further that the blocks, engravings, facsimiles and hues relating to the printing of share certificates as also the blank unused share certificates be kept in the custody of the Secretary of the company."

Sec s. 82/84 - Issue and printing of share certificates - Board Resolution

"RESOLVED
that Company do issue share certificates in respect of equity shares of Rs. 100/- each bearing distinctive numbers from…………. to………….. under the Common Seal of the company.

RESOLVED
further that the format of the share certificate tabled before the Board, duly initialed by the Chairman for purposes of identification, be and is hereby approved and the same be got printed at Mumbai through Company’s Publishing House."

Sec. 82/84 - Issue of duplicate share certificates - Board Resolution

"WHEREAS
the company received a request for five duplicate share certificates for 100 shares each, covering the distinctive numbers from………… to…in lieu of those that are lost, from Shri. BPL, the holder thereof;

AND WHEREAS
the said holder, Shri. BPL, has advertised such loss of share certificates bearing two consecutive numbers of………… in a daily newspaper having all India circulation;

AND WHEREAS
the said Shri. BPL, has also executed an indemnity bond to the satisfaction of the Board of directors, providing bank guarantee in support thereof;

NOW THEREFORE
it is resolved that five duplicate certificates be issued to Shri. BPL bearing consecutive numbers from…………. to……….. in lieu of the original certificate numbers………….. under the common seal of the company to be affixed in the presence of any two Directors and Secretary who shall also sign the same."

Sec. 84 - Cancellation of share certificates - Board Resolution

WHEREAS
under Rule 9(2) of the Companies (Issue of Share Certificates) Rules, 1960 a company is required to deface all certificates of shares surrendered to the company by the word "cancelled".

AND WHEREAS
proviso to Rule 9(2) of the said Rules exempts the aforementioned provision under sub-section (2) of section 6 of the Depositories Act 1996 when any share certificate is cancelled in accordance with the Regulation 54 (5) of the Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996;

NOW, THEREFORE,
it is resolved that the shares bearing No. …………..to ………….. dematerialized and held by the depository be and are hereby cancelled without mentioning the word "cancelled" on the share certificates of these shares.

Sec. 84 - Destruction of cancelled share certificates - Board Resolution.

WHEREAS
the Board has cancelled the surrendered shares bearing No……… to….…..on……….1997;

AND WHEREAS two years have passed from the date of surrender;

NOW, THEREFORE,
it is resolved that the aforementioned shares surrendered and cancelled be and are hereby destroyed in the presence of Shri. MNO, the Secretary of the company immediately.

Sec. 84 - Sealing of share certificates - Board Resolution

"RESOLVED
that the share certificates of the company be issued under the common seal of the company to be affixed in presence of Shri………… and………….. the two Directors of the company, and Shri.………..the secretary of the company and that the abovementioned Directors may sign a share certificate by affixing their signatures thereon by means of any machine, equipment or other mechanical means (not by means of rubber stamps) and that the Directors shall be accountable for the safe custody of such machine, equipment, or other materials used for the purpose.

RESOLVED
further that Shri.…………..an employee of the company, be and is hereby appointed as the `AUTHORIZED PERSON’ in the absence of the Secretary to sign such share certificates."

Sec. 91 - First Call on shares - Board Resolution

"RESOLVED
in relation to the issue of 1,00,000 equity shares of Rs. 100/- each on which Rs.25/- has been paid on application that the first call at the rate of Rs. 25 per share, be and is hereby made and that the said call be payable on or before the………….., 2000..….. to the company’s bankers,………… Bank, at any of their branches.

RESOLVED
further that the Secretary be directed to arrange necessary call notice to be served to the members concerned and also to make necessary arrangement with the company’s bankers to receive the aforementioned call money and also to send to the company a receipted counterfoil attached to the said notice for the purpose of making necessary accounting in connection therewith.

RESOLVED further that in case of non-payment of call money on or before the date specified above, interest at the rate of………. Per cent be charged."

Sec. 91 Regn. 13 - Final Call on shares - Board Resolution

"RESOLVED
that consent of the Board of Directors of the company be and hereby accorded to the company for making a call of Rs. 25/- per share on all the registered shareholders of 1,50,000 equity shares of Rs. 100/- each and that the said call money be made payable at the Registered Office of the company not later than 15th November, 1999."

Sec. 91/Regn. 13 - Calls on shares payable in instalments - Board Resolution

"RESOLVED
that a call of Rs. 25/- per share be and is hereby made on all the registered shareholders of 20,000 equity shares of Rs. 100/- each of the company and the said call money be payable at the Registered Office of the Company in instalments as mentioned hereunder:

Rs. 2.50 per equity share on or before…………day of April, 1996.

Rs. 2.50 per equity share on or before…………day of July, 1996.

Sec. 91/Regn. 16 - Interest on unpaid calls - Board Resolution

"RESOLVED
that the company do charge interest @ 6% per annum on the amount of call of Rs. 25/- per share made by the company and paid after 30th November,2000."

Sec.91/Regn. 18 - Payment of call in advance - Board Resolution

"RESOLVED
that the sanction of the Board of Directors be and is hereby accorded to the company to the payment of interest on calls paid in advance at the rate of 15% per annum, to any registered equity shareholder of the company on the money so paid, interest to be calculated from the date of payment till the date on which final call of Rs. 25/- per share is made."

Sec. 91 - Revocation of a call - Board Resolution

"RESOLVED
that the call notice earlier made by the company pursuant to the section 91 dated the ………….,2000……, by revoked on the ground specified in the statement submitted to this meeting, and the Secretary be instructed to notify all the members concerned of such revocation forthwith."

Sec. 93 - Inclusion of provision of payment of dividend in proportion to amount paid-up in the Articles - Board Resolution

"RESOVED
that subject to passing of a special resolution at a general meeting of the company a new Article, namely, Article 67-B be inserted under the heading "Dividends and Reserve" after existing Article 67A occurring under the said heading, namely.

"67-B(1) Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends shall be declared and paid according to the amounts paid or credited as paid on the share in respect whereof, the dividend is paid, but if and so long as nothing is paid upon any of the shares in the company, dividends may be declared and paid according to the amounts of shares."

"(2) No amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this regulation as paid on the share."

"(3) All dividends shall be appropriated and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular date such shares shall rank for dividend accordingly."

RESOLVED
further that an EXTRAORDINARY GENERAL MEETING be convened to pass a special resolution for alteration of articles under section 31 of the Companies Act, 1956.

RESOLVED
further that Secretary of the company be directed to issue notice with explanatory statement for the aforementioned purpose.

Sec. 94(1) (a) - Increase of authorized share capital - Board Resolution

"RESOLVED
that subject to the consent of the shareholder at a General Meeting by means of a Special Resolution, the authorized share capital of the Company be increased from Rs…….. divided into ……… equity share of Rs…….. each to Rs……….. divided into ………… equity shares ranking pari passu with the existing shares in the Company and that in clause…………. of the Memorandum of Association of the Company, for the words and figures "The Share Capital of the Company, is Rs………. divided into…………. equity shares of Rs……. each", the following shall be substituted.

"The share capital of the company is Rs…….. divided into………… equity shares of Rs………. each."

RESOLVED
further that the Articles of Association of the Company be altered by substituting the following new article, in place of the present article………. thereof. The share capital of the company is Rs………….. divided into…………. equity shares of Rs……… each.

RESOLVED
further that an Extraordinary General Meeting of the shareholders be convened at the registered office of the Company at……….. on………….. the………….day of………….2000……. at……… P.M. to consider the proposed increase in the authorized share capital of the Company and the Secretary of the Company be and is hereby authorized to send the necessary notices to the shareholders in terms of the draft notice tabled before the Board and duly initialed by the chairman for the purpose of identification."

Sec. 94 (1)(b) - consolidation of share capital - Board Resolution

RESOLVED
that subject to the approval of the shareholders in General Meeting……….. shares of Rs. 10/- each in the Company be and are hereby consolidated into……….. shares of Rs. 100/- each.

RESOLVED
further that an Extraordinary General Meeting be convened for this purpose and that the Secretary of the Company be directed to send the notices with the relevant explanatory statement as per the draft tabled before this meeting and approved for insurance.

Sec. 94(1) (c) - Re-conversion of stock into shares - Board Resolution

"RESOLVED
that subject to the approval of the shareholders in General Meeting ……….Units of stock in the company, created by the conversion of………..fully paid-up equity shares of Rs……… each in the capital of the company, be and are hereby re-converted into………..equity shares of Rs………… each fully paid-up."

Sec. 94 (1) (d) - Sub-division of shares into shares of smaller amount than is fixed by the Memorandum of Association - Board Resolution

RESOLVED
that subject to the approval of the shareholders in General Meeting………… shares of Rs. 1500/- each in the share capital of the company be and are hereby sub-divided into………… shares of Rs. 10/- each.

RESOLVED
further that an Extraordinary General Meeting be convened for this purpose and that the Secretary of the Company be directed to send notices with the relevant explanatory statement as per the draft tabled before this meeting and approved for issuance.

Sec. 94 9 (1) (e) - Cancellation of shares not agreed to be taken - Board Resolution

RESOLVED
that subject to the approval of the shareholders in the General Meeting the share capital of the company be diminished from Rs……… divided into……….. shares of Rs. 10/- each to Rs…………. divided into…………. shares of Rs. 10/- each by canceling………… shares of Rs. 10/-, which have not been taken or agreed to be taken by any person.

RESOLVED
further that the Extraordinary General Meeting be convened for this purpose and that the Secretary of the Company be directed to send the notices with the relevant explanatory statement as per the draft tabled before this meeting and approved for issuance.

Sec. 94A - Increase of share capital by statutory order - Board Resolution

"RESOLVED
that pursuant to the order of the Central Government dated the ………… 2000…….., passed under sub-section (4) of section 81, directing that 1,000 12 per cent debentures of Rs. 1,000/- each of a total face value of Rs. 10,00,000/- converted into 1,00,000 equity shares of Rs. 10/- each fully paid-up on the capital of the company, the authorized capital of the company, be altered and increased to……….. equity shares of Rs. 10/- each and that the Memorandum and Articles of Association of the company be altered in so far as it contains the capital clause in such documents and that the Secretary be instructed to file notice in the prescribed form within thirty days from the date of such receipt, to the Registrar of Companies, with regard to the increase of share capital."

Sec. 94A - Increase of share capital on converting loans into share capital - Board Resolution

"RESOLVED
that pursuant to the order of the Central Government vide its letter dated 25th May, 1998 the loan of Rs. 100.00 lacs taken by the company from ICICI be and is hereby converted into 10,00,000 Equity Shares of Rs. 10/- each."

Sec. 99 - Reserve Liability of Limited Company - Board Resolution.

RESOLVED
that subject to the approval of the shareholders of the company by passing a special resolution five thousand equity shares of Rs. 10/- each in the share capital of the company which have not been called up, be called up only in the event and for the purposes of the company being wound up.

RESOLVED
further that the aforementioned portion of the share capital of the company should not be called up except in the aforementioned event and for the aforementioned purpose.

RESOLVED
further that an Extraordinary General Meeting be convened for the purpose of passing the necessary special resolution and that the Secretary of the company be instructed to send the relevant notices of the said general meeting along with explanatory statement as per the draft tabled before this meeting and initialed by the Chairman for the purpose of identification and approved for issuance.

Sec. 100 - Reduction of capital - Board Resolution

"RESOLVED
that subject to the consent of the shareholders at an extraordinary general meeting, by Special Resolution, and also subject to the confirmation of the High Court at………….. and other appropriate authorities in this regard, the authorized share capital of the company be and is hereby reduced from Rs. 50,00,000/- consisting of 5,00,000/- equity shares of Rs. 10/- each fully paid-up to Rs. 30,00,000/- consisting of 5,00,000/- equity shares of Rs. 6/- each fully paid-up and to effect such reduction by returning to the holders of the equity shares, the paid-up value thereon to the extent of Rs. 6/- per share.

RESOLVED
further that an Extraordinary General Meeting of the equity shareholders be convened at the registered office of the company at……… on…………day, the………… day of………..2000………… at………. a.m. and the Secretary be and is hereby authorized to send necessary notice to the equity shareholders in terms of the draft notice tabled before the Board and duly initialed by the Chairman for identification.

RESOLVED
further that the aforementioned proposal be included as an item in the agenda for the ensuing Extraordinary General Meeting of the company, under the head `Special Business’."

Sec. 106 - Agreement for variation of rights of a class of shareholders - Board Resolution

WHEREAS
an agreement was made on the 9th day of June,2000 …………between Shris. Tanya Singhavi of………Jaipur-4, on behalf of all the holders of the issued 8% first redeemable preference shares on the capital of Prem Infotech Pvt Ltd, a company incorporated in India within the meaning of the Companies Act, 1956, and having its registered office at…………230/3, Raja Park,Jaipur-4 (hereinafter called "the Company") of the one part and the Company of the other part;

AND WHEREAS,
the Board of Directors of the company at a meeting held on the……….. June, 2000….. has approved creation of a second series of 25,000, 10 per cent redeemable preference share and that an option has been extended by the company to the holders of 8 per cent preference shares of the company to have the second series in lieu thereof the resultant increase in the rate of dividend is considered to be a variation of rights of the holders of the 8 per cent preference shareholders;

AND WHEREAS
Clause 15 of the Articles of Association of the company provides that whenever the capital (by reason of the issue of preference shares or otherwise) is divided into different classes of shares all or any of the rights and privileges attached to each class may subject to the provisions of sections 106 and 107 of the Companies Act be modified, commuted, affected, abrogated, varied or dealt with by agreement between the company and any person purporting to contract on behalf of that class provided such agreement is consented to in writing by the holders of at least three-fourths of the issued shares of that class (first 8% redeemable series) or sanctioned by a Special Resolution passed at a separate General Meeting of the holders of that class;

NOW THEREFORE
it is resolved that subject to the necessary Special Resolution being duly passed the rights attached to 25,000 - 8% redeemable cumulative preference shares of Rs. 100/- each shall be altered, varied and modified to the extent that the rate of dividend thereon shall be increased from 8% per annum to 10 % per annum subject to deduction of tax at source pursuant to section 194 of the Income-tax Act, 1961.

Sec. 108 - Share transfer register - Board Resolution

"RESOLVED
that a share transfer register of the company be maintained in the city of…………. on and from………….. in which all shares of the company that are listed on………….. Stock Exchange would be directly transferable."

Sec. 108/292/Reg. 77 (1) - Share transfer committee of the Board to approved Share Transfers - Board Resolution.

RESOLVED that the Share Transfer Committee of the Board be and is hereby formed with Shri SP, Shri KS and Shri RS directors of the company.

RESOLVED
further that the said Share Transfer Committee be authorized to approve share transfers of 2,500 equity shares of the company and above.

Sec. 108 - Transfer of shares - Board Resolution

"RESOLVED
that transfers of equity shares as per the entries in the Share Transfer Book under serial numbers……….. to………….., both inclusive, produced at this meeting, be and are hereby approved."

Sec. 108 - Transfer of shares - Constitution of Share Transfer Committee of Board - Board Resolution

"RESOLVED
that the Committee of the Board of Directors of the company to be called "Share Transfer Committee of the Board" be and is hereby constituted with powers of the Board to approve transfer of shares of the company on behalf of the Board. This Committee will have, in particular, the powers :-

(a) to approve and register transfer and/or transmission of all classes of shares;

(b) to sub-divide, consolidate and issue share certificates on behalf of the company;

(c) to affix or authorize fixation of the common seal of the company to the share certificates of the company; and

(d) to do all such acts, things or deeds as may be necessary or incidental to the exercise of the above powers."

Sec. 108 - Authority to sign Share Transfer deeds - Board Resolution

"RESOLVED
that Shri. Subir Mandal ,be and is hereby authorized to sign on behalf of the company the share transfer deeds and such other papers or documents as may be required on behalf of the company in connection with the transfer of shares of different companies."

OR

"RESOLVED
that Shri.Manoj Sharma be and is hereby authorized to sign and execute share transfer deeds for and on behalf of the company in respect of shares of different companies held by the company from time to time."

Sec. 108/Regns. 25 - 28 - Transmission of shares - Board Resolution

"RESOLVED
that transmission of………….. equity shares of Rs. 10/- each bearing distinctive numbers from……….to………….be and are hereby allowed in favour of Shri………… and……….. as the legal representatives of the deceased member Shri…………

RESOLVED
further that the production of succession certificate, probate or will or any other legal representation in respect thereof be and is hereby dispensed with."

Sec. 108 - Authorization to execute transfer deed - Board Resolution

"RESOLVED
that Shri………… a Director…………of the company be and is hereby authorized to sign on behalf of the company the share Transfer Form, for transferring………….equity shares of Rs………..each held by the company in M/s. ABC & Co. Ltd. to and in favour of M/s. MNO & Co. Ltd.

RESOLVED
further that Shri………….. is hereby authorized to do all such further acts, deeds and things as may be necessary for effecting such transfer."

Sec. 108 - Creation of equitable mortgage by deposit of title deeds by extension - Board Resolution

WHEREAS
the Board informed that the documents of title, evidence, deeds and writings had been deposited on………… in respect of the Company’s immovable properties situate in the village of…………,Taluka………., District…………, in the Registration Sub-District of…………., in the State of………….. to the extent it is built up and also excess vacant land the holdings of which was exempted under section 20 of the Urban Land (Ceiling and Regulation) Act, 1976 vide order No…….. dated……… of the Government of……….., together with all building and structures thereon, all plant and machinery attached to the earth or permanently fastened to anything attached to the earth (hereinafter referred to as "the immovable properties") for securing the due repayment, discharge and redemption by the Company of the various rupee loans availed by the Company together with interest and all other money payable in respect thereof;

AND WHEREAS
the Board further informed that the Company has privately tabled with…………. and…………% Secured Redeemable Non-Convertible Debentures of the aggregate nominal value of Rs………..(hereinafter referred to as "Debentures") for which………… is acting as the Trustees;

AND WHEREAS
the aforementioned debentures are to be secured, inter alia, by a mortgage by deposit of title deeds in respect of the Company’s immovable properties both present and future, and as such, it will be necessary for the Company to give an oral consent to…………, ….. acting as agent of………… as Debenture Trustees to continue to hold and retain the existing title deeds as and by way of mortgage by depositing title deeds by way of constructive delivery also as security for the said additional financial assistance;

AND
WHEREAS for the purpose of creation of mortgage, the Company has obtained various permissions from the appropriate authorities and it will be necessary for the Company to deposit the additional title deeds with…………, acting as agent of………. as Debenture Trustees also as security for the said additional financial assistance;

"NOW THEREFORE
it is resolved that the Company do give an oral consent to……….., ……….. acting as an agent of…………. as Debenture Trustees for the………….% Secured Redeemable Non-Convertible Debentures of Rs. 100/- each of the aggregate nominal value of Rs…….. (hereinafter referred to as "the Debentures") to continue to hold and retain the existing title deeds as and by way of mortgage by depositing title deeds by way of constructive delivery in respect of the Company’s immovable properties situate at………….. the extent it is built up and also excess vacant land the holdings of which was exempted under section 20 of the Urban Land (Ceiling and Regulation) Act, 1976, vide Order No……….. and permitted to be mortgaged vide Order No………. dated of the Government of…………, together with all buildings and structures thereon and all plant and machinery, attached to the earth or permanently fastened to anything attached to the earth (hereinafter collectively referred to as "the said immovable properties") as security also for the due repayment, discharge and redemption by the Company to………….and………., the holders of the Debentures together with interest, additional interest, liquidated damages, premia on prepayment or on redemption, remuneration payable to Debenture Trustees, costs, charges, expenses and other monies payable under their respective Trustees Agreement / Debenture Trust Deed/Letters of Sanction as amended from time to time.

RESOLVED
further that the Company do deposit the additional title deeds in respect of the said immovable properties with………… acting as agent of the Lenders as security for the aforementioned additional financial assistance.

RESOLVED
further that the following Directors, namely, Shri…………., Shri…………., Shri…………. and Shri………… be and are hereby authorized severally to give such oral consent as aforementioned and to make the deposit of additional title deeds as aforementioned on behalf of the Company in respect of the Company’s said immovable properties with………….., …………Acting as agent of………… as the Debenture Trustees…………..

RESOLVED
further that the following Directors, namely, Shri…………, Shri………… Shri……… and Shri………….. be and are hereby authorized severally to give such oral consent as aforementioned and to make the deposit of additional title deeds as aforementioned on behalf of the Company.

RESOLVED
further that the following Directors, namely, Shri……….., Shri………., Shri………. and Shri……….. be and are hereby authorized severally to state on behalf of the Company to the Lenders that the existing title deeds so deposited and further deposited from time to time as aforementioned by way of constructive delivery by the Company and the additional title deeds are the only documents of title relating to the abovementioned immovable properties and that the Company has a clear and marketable title to all the aforementioned immovable properties and that the security in favour of the Lenders shall ensure in respect of all the Company’s immovable properties, both present and future, and also to give a declaration on oath to the satisfaction of the Lenders.

RESOLVED
further that the following Directors, namely, Shri………. Shri………. Shri………., and Shri………… be and are hereby authorized severally to approve and finalize such other deeds and documents as may be required by the Lenders or any of them in connection with their respective financial assistance and that the Common Seal of the Company be affixed thereto in the presence of any two of the aforementioned Directors OR any one of the aforementioned Directors and, Shri…………., Secretary of the Company who do sign the same in token thereof and in the event of the affixation of the Common Seal not being required the same be executed severally by any one of the aforementioned Directors.

RESOLVED
further that the Company do file the requisite particulars of charge/modification of charge in connection with the said joint mortgage by deposit of title deeds in favour of the Lenders with the ROC within the time prescribed by law therefore.

RESOLVED
further that copies of the foregoing resolution certified to be true copies by the Secretary of the Company be furnished to the Lenders and they be requested to act thereon."

Sec. 108/Regn. 9 - Exercise of lien on shares - Board Resolution

WHEREAS
the allotment money on………… equity shares remained unpaid after the last dae fixed for payment thereof;

AND WHEREAS
the Board considered the exercise of lien on the said shares and though it fit to allow such exercise of lien;

"NOW THEREFORE
it is resolved that pursuant to article…………of the Articles of Association of the Company, the right of lien on………… equity shares held by………….. shareholders as per list tabled before the Board be exercised by the Company in view of the non-payment of allotment money of Rs………. per share payable on or before…………

RESOLVED
further that until the amount outstanding on account of allotment money is paid, the dividend payable on such shares be retained by the Company and applied towards the amount so outstanding and that Shri…………, Secretary of the Company be and is hereby authorized to give notice of such lien to the holders of such shares as per list tabled before the meeting and secure possession of the aforementioned share certificate to be retained in the custody of the Company."

Sec. 108/Regn. 9 - Resolution prior to enforcement of lien - Board Resolution

"RESOLVED
that in accordance with article………… of the Articles of Association the Secretary be directed to issue notice to Shri……….. a shareholder of the company, calling upon him to pay the company the sum of Rs……… being the arrears of call money on his shares, within two weeks of such notice, and intimating him that in default whereof the Board will be constrained to exercise its power of lien over his shares and enforce the same by selling such shares."

Sec. 108/Regn. 29 - Notice of forfeiture for fully paid-up shares - Board Resolution

WHEREAS
out of the total allotment money payable Rs…….., the Company has received allotment money Rs……… and allotment money of Rs…….. was payable by………… holders on…….. equity shares;

AND WHEREAS the Company had already sent two reminders to the defaulters of allotment money and the Board considered the issue of final notice, failing which the shares would be liable to forfeiture;

AND WHEREAS
the forfeiture notice was tabled before the Board;

"NOW THEREFORE it is resolved that the notice of forfeiture, as per draft tabled before the Board and initialed by the Chairman for the purpose of identification, indicating the company’s intention to forfeit the shares on which allotment money was still unpaid be given to those members who had failed to pay the allotment money on or before………… together with interest at the rate of……….% per annum from the date following the last date fixed for payment of allotment money to the date of payment and stating that in the event of non-payment thereof on or before the said date, the shares will be liable to be forfeited by the Company."

Sec. 108/Regn. 31 - Forfeiture of shares for non-payment of call - Board Resolution

"RESOLVED
that whereas the shareholders as per the list tabled have failed to pay either or both the instalments of the final call Rs. 5 and Rs. 2.50 respectively on the equity shares of the company and whereas it was found that such defaulting shareholders were allowed extensions of time for payment of the instalments of the call twice, once up to……….., 2000……. and finally up to………., 2000………, and as the amount as shown against each as per the list table remained unpaid after the expiry of such final date,…….. equity shares, as per the list, be and are hereby forfeited, pursuant to the provisions of article……….. of the Article of Association of the company."

Sec. 108/Regn. 31 - Forfeiture of share for debts due - Board Resolution

WHERE AS
it was reported to the Board that a sum of Rs……….. was due and owing to the company by Shri…………. a shareholder of the company, holding………… equity shares in the company towards call money on the said shares;

AND WHEREAS
it was further pointed out that the said shareholder had defaulted in making the said payment in spite of a notice having been sent to him in this regard by the company, indicating the company’s intention to forfeit his shares in the event of non-payment;

AND WHEREAS
the Board considered the matter and after discussion passed the following resolutions unanimously.

"NOW THEREFORE it was resolved that in accordance with article………… of the Articles of Association,………….. Equity Shares of Rs……… each, bearing distinctive Nos……….to……….. and standing in the name of Shri……….. be and are hereby forfeited for non-payment of the dues of the company".

"RESOLVED
further that in accordance with article………….. of the Articles of Association, the Secretary of the company be directed to notify Shri………….. of the forfeiture of his shares."

Sec. 108/Regns. 32-33 - Sale of forfeited shares - Board Resolution

"RESOLVED
that 5000 Equity Shares of Rs. 10/- each forfeited by the company as per particulars mentioned below be and are hereby sold by the company and Shri B.K. Chawla, Managing Director of the company be authorized to sell the said shares to any person or persons at the prevailing market price, to execute deeds of transfer and to issue new share certificates in respect thereof by affixing the common seal of the company thereon.

No. of Registered Holders No. of Shares Distinctive No.

Sec. 108/Regn. 32 - Re-issue of forfeited shares - Board Resolution

The Board of Directors considered the question of re-issue of shares forfeited earlier vide resolution dated…………. After due consideration, the Board passed the following resolutions unanimously :-

"RESOLVED that…………. Equity shares bearing distinctive numbers…………to….. be re-issued at par to M/s………….

"RESOLVED
further that the Secretary of the company be and is hereby authorized to obtain the necessary permission from the Stock Exchange for the re-issue."

Sec. 108/Regn. 32 - Disposal of forfeited shares - Board Resolution

"RESOLVED
that………….. equity shares of Rs. 10 each, now forfeited and bearing consecutive numbers…………. to………. be sold to Shri………., who has applied for the shares upon payment of full face value of such shares, which payment has already been tendered along with the application and be accordingly transferred to Shri………….. and a fresh share certificate for………… equty shares credited with Rs. 10/- paid-up per share be issued to Shri. .............."

Sec. 108/Regn. 32 - Cancellation of forfeiture - Board Resolution

"RESOLVED
that the forfeiture of…………equity shares of Rs. 10 each, bearing consecutive numbers…………. to………..made by Board Resolution passed at the meeting held on the…………., 2000………….., be and is hereby cancelled and the shares allotted to Shri………….. on receipt of the full call money (with interest) on the amount due, by acceding to his request to annual the said forfeiture.

RESOLVED
further that the name of the said shareholders, Shri………….. be restored in the register of members, as holder of the aforementioned shares and that he be informed accordingly."

Sec. 108/Regn. 77/79 - Appointment of Committee of Board for transfer and transmission of shares - Board Resolution

RESOLVED
that Shri S.K.Malhotra, Managing Director and any one of the Directors on the Board for the time being and available on the date and place where meeting of the Committee is held, be and is hereby approved as the Committee of the Board for the purpose of approving transfer and transmission of shares as also issue of duplicate share certificates in lieu of those which are reported to be lost or destroyed.

RESOLVED
further that the aforementioned Committee be and is hereby authorized to issue share certificates in lieu of letter(s) of allotment reported to be lost/mistabled/not received by the shareholders after getting such indemnity and other evidence and payment of out of pocket expenses incurred or to be incurred by the Company in investigating the evidence as the Company may deem it proper and necessary."

Sec. 109 - Transfer of shares by legal Representative - Board Resolution

"RESOLVED
that the transfer of…………. equity shares of Rs. 10 each bearing distinctive numbers from…………to…......, be and is hereby transferred to Shri. P from Shri. Y who is the legal representative of the deceased member Shri………….., as per the documents produced before this meeting, in terms of article………..of the Articles of Association of the company."

Sec. 109 - Transmission of share by natural guardian - Board Resolution

"RESOLVED
that the transmission of………… equity shares of Rs. 10/- each bearing distinctive numbers from………….to……., be registered in the name of Rajan.

Sec. 109B - Transmission of shares - Board Resolution.

WHEREAS
the company has received a notice in writing from Shri......... , a nominee of the deceased shareholder for…………equity share of Rs. 100/- each along with death certificate of the deceased shareholder a copy of which is tabled before this meeting;

AND WHEREAS
the said nominee elected to be registered himself as holder of the said shares;

AND WHEREAS
the said nominee has sent to the company the required evidence as to the death of the said shareholder and also the proof of his being the nominee of the deceased shareholder.

NOW, THEREFORE,
it is resolved that………….. number of shares of Rs. 100/- each standing in the name, of Shri………….. who has expired on…………2000 be transmitted to and registered in the name of Shri....... being the nominee of the said shareholder.

RESOLVED
further that the Secretary of the company be directed to do the needful in connection therewith or ancillary or incidental thereto.

Sec. 111 - Refusal of Transfer of shares - Board Resolution

"WHEREAS
an application for registration of transfer of shares held by the member Shri. R.S. Arya was made by the said Shri. Arya in favour of Shri. S.S. Bhati;

AND WHEREAS only Rs. 5/- per share of Rs. 10/- is so far paid on the shares;

NOW THEREFORE
it is resolved that a notice by registered A.D. post be served on Shri. Bhati and it is further resolved that the said transfer shall not be registered until the expiry of two weeks from the date of receipt of the said letter sent by registered A.D. post."

Sec. 111 - Refusal to register transmission - Board Resolution

"RESOLVED
that the transmission of…………..equity shares bearing distinctive Nos………….to………., to Shri. B as the executor of the estate of late Shri. D, be and is hereby rejected in the absence of an order of Court granting probate of the will of the deceased in favour of the said Shri. B and the Secretary is directed to inform him accordingly."

Sec. 111 - Refusal to register transfer with reasons - Board Resolution

"RESOLVED
that the transfer of…………equity shares, having consecutive numbers………..to………, both inclusive, from Shri. Ram to Shri. Krishan, submitted to this meeting, be and is hereby refused on the ground that the aforementioned transfer requires full stamp duty chargeable under the usual transfer and not the nominal amount of stamp under which the transfer instruments, in question, are executed, and that the transfer be not registered and that the Secretary of the company be instructed to give notice to the transferor and the transferee about the decision of the Board."

Sec. 111 - Refusal to register transfer of shares due to anticipated change of management - Board Resolution

"RESOLVED
that the application for transfer of 25,000 equity shares of Rs. 100/- each of the company (distinctive Nos. 15000 to 39999) lodged by Shri.R.S. Arya for transferring these shares in the joint names of S.S. Bhati and M.N.Ranjan be and is hereby rejected on the ground that the transfer of these bulk shares is likely to result in the change of management of the company and the Board feels that such a change will be prejudicial to the interest of the company."

Sec. 111(4) - Application to Company Law Board for rectification of the Register of Members due to non-cancellation of stamps - Board Resolution

"WHEREAS
it has been proved in the proceedings before the Company Law Board that the name of M/s. Fergusons Ltd. was entered in the Register of Members of M/s. Srinivasan Industrial Enterprise Private Ltd. even when the stamps affixed on the Transfer Form for registration of One Million shares were cancelled by the Secretary of M/s. Srinivasan Industrial Enterprises Private Ltd. and were not so cancelled either by the transferor or transferee;

AND WHEREAS
these transfers were recorded in the Register of Members of M/s. Srinivasana Industrial Enterprises Private Ltd.;

AND WHEREAS
no direction has been issued to the said M/s. Srinivasana Industrial Enterprises Private Ltd. to remove the name of the transferee from the Register of Members;

NOW THEREFORE
it is resolved that the Company which is a shareholder of the said M/s. Srinivasana Industrial Enterprise Private Ltd. make an application to the Company Law Board for rectification of the Register of Members of the said M/s. Srinivasana Industrial Enterprise Ltd."

Sec. 111 (4) - Application to Company Law Board for default made by the company in entering the name in Its Register of Members - Board Resolution

"WHEREAS
the Company made an application for registration of transfer of 15,000 shares in its favour to M/s. Srivastva Industrial Enterprises Private Ltd.;

AND WHEREAS
the said M/s. Srivastva Industrial Enterprises Private Ltd. had sent a notice of refusal to transfer the shares in favour of the Company on the ground that the registration of transfer would be prejudicial to the interest of the Company;

AND WHEREAS
the transfer of 15,000 shares in favour of the Company would increase the shareholding of the Company in the said M/s. Srivastva Industrial Enterprises Private Ltd. by only .02%;

AND WHEREAS
the Company had delayed the filing of the application before the Company Law Board against the said refusal;

NOW THEREFORE
it is resolved that an application be made before the Company Law Board for the default made by M/s. Srivastva Industrial Enterprises Private Ltd. in entering the name of the Company in the Register of Members under clause (b) of sub-section 4 of section 111 of the Companies Act, 1956".

Sec. 111(5) - Rectification in pursuance of the Company Law Board’s order - Board Resolutuion

"RESOLVED
that the name of Shri A holding…………equity shares be removed from the Register of Members and the name of Shri B holding…………equity shares be inserted in its place in pursuance of the order of the Company Law Board dated………..made in company petition No………….. and intimated to the company on……….."

Sec. 111A(3) - Application for rectification of register of members - Board Resolution.

WHEREAS
the company had made an application under section 108(1) of the Company Act, 1956 to ABC Ltd., for transfer of 25,000 equity shares of that company on…………..2000 along with instrument of transfer;

AND WHEREAS
two and half months had passed from the date on which the instrument of transfer of the said shares was delivered to the said company;

NOW, THEREFORE,
it is resolved that an application be and is hereby made to the Company Law Board for a direction to rectify the register of members of the said company;

RESOLVED
further that the Secretary of the company be directed to take necessary and suitable steps to make the application by way of a petition to the Company Law Board and also be authorized to sign the petition and other requisite documents and papers in connection therewith and to appoint authorized representative to appear before the Company Law Board.

Sec. 112 - application for Certification of transfer - Board Resolution

"WHEREAS the
Company has purchased the shares of M/s. Hindonia Industries Ltd. and lodged the instruments of transfer for registration in its favour;

AND WHEREAS
the registration of shares may take some time which may go beyond 31st March, 1998, being the closing day of the Annual Account;

AND WHEREAS
the Auditors of the Company are insisting on positive evidence about the purchase of shares by parting with the funds of the Company;

NOW THEREFORE
it is resolved that an application be made by the Secretary of the Company to the said M/s. Hindonia Industries Ltd. for certification of the instruments of transfer lodged with the said M/s. Jaideep Industries Ltd., the Secretary of the Company taking care to see that the certification of the instruments of transfer is made by an authorized officer of the said M/s.Hindonia Industries Ltd."

Sec. 112/Rule 4 - Companies (Issue of Share Certificate) Rules, 1960 - Issue of share certificates without production of letters of allotment - Board Resolution

"RESOLVED
that company’s issuing Share Certificate Nos. from 18002 to 18516 to Shri S and Shri K, both shareholders, of the company without production of relative letters of allotment and on the basis of Indemnity Bonds furnished by them be and is hereby approved."

Sec s. 113/84 - Sub-division of share certificates - Board Resolution

"WHEREAS
a letter dated the…………. 2000…….., from Shri. Y requesting for sub-division of the share certificate number………… for………… equity shares, having distinctive numbers from………… to……… both inclusive, into ten share certificates being tabled.,

NOW THEREFORE
it is resolved that twenty share certificates of………….. shares each be and are hereby issued to Shri. Y in lieu of the aforementioned share script, which are in the marketable lot for the shares of the company.

RESOLVED
further that the aforementioned share scrip number………. be cancelled in exercise of the power conferred on the Board by article………… of the Articles of Association of the company."

Sec s. 114/115 - Issue of share warrants to bearer - Board Resolution

"WHEREAS
the Articles of Association of the company authorizes the company to issue share warrants to bearer;

AND WHEREAS,
on an application made in this behalf, the Central Government and the Reserve Bank of India have accorded approval to the company to issue such share warrants to the bearer;

AND WHEREAS,
the equity shares in lieu of which the share warrants are to be issued are all fully paid-up shares;

NOW THEREFORE
it is resolved that `share warrants’ be and are hereby issued to such members holding shares of specified numbers as per the Register of Members under the common seal of the company stating that the bearer of such warrant be entitled to the shares specified therein, as also the coupons for the payment of future dividends on the shares specified in the warrant;

RESOLVED
further that the Secretary be instructed to strike out of its Register of Members the names of the members entered therein as holding the shares specified in the warrant to be issued and enter their particulars as required under section 115(1)(a) and (b) of the Companies Act, 1956."

Sec s. 117-120 - Debenture issue - Board Resolution

"RESOLVED
that a sum of Rs. 1,00,00,000/- be borrowed by the issue of 10,000 debentures of Rs. 1,000/- each, redeemable at par on or before…………, 2000……, unless extended for a further period of ten years, such debentures to bear interest at the rate of twelve per cent per annum payable half-yearly as on 30th September and 31st March every year on the debentures remaining outstanding as on the date of such payment.

RESOLVED
further that the repayment of the said debentures be secured by a trust deed expressed to be made between the company of the one part and SKT Trustees & Co. Ltd. as the debenture-holders on the other part, incorporating therein the rights and obligations of the company, the duties and obligations of the trustees hereof in relation to the company and the holders of the said series of twelve per cent 10,000 secured debentures.

RESOLVED
further that two of the Directors of the company, namely, Shri………… and Shri………., be and are hereby authorized to execute such deed on behalf of the company under the common seal of the company in the presence of the aforementioned two Directors and the Secretary of the company, pursuant to the provisions of article…………. of the Articles of Association of the company."

Sec s. 117-120 - Trust deed approval - Board Resolution

"RESOLVED
that the trust deed between the company and M/s. Amba Bhawani Ltd., the debenture trustees, a copy of which is tabled before the meeting and duly initialed by the Chairman, be and is hereby approved and M/s. Y, Directors of the company be and are hereby empowered to sign and execute the trust deed, under the common seal of the company in the presence of the Secretary of the company."

Sec s. 117-120 - Execution of trustee agreement and deed of hypothecation - Board Resolution

WHEREAS
the…………. has been appointed as Trustees for the Debentures of the nominal value of Rs……….. privately tabled by the Company with……….., ………… and………… ,and………… has agreed to act as Trustees for the issue;

AND WHEREAS
it is also necessary that the Company do execute a Common Subscription Agreement (CAS)in favour of the Debentureholders incorporating the terms and conditions of the said financial assistance;

AND WHEREAS
the Debenture holders have agreed to accept a mortgage by extension of deposit of title deeds in favour of…………, as the Trustees to secure their said financial assistance and an Agreement between the Company and…….., as the Trustees is necessary to detail the rights of the Trustees in the events of default;

AND WHEREAS
it is also necessary that the Company do execute in favour of the Trustees an Unattested Memorandum of Hypothecation of moveables and later on, create an equitable mortgage by extension of deposit of title deeds in favour of the Trustees for the benefit of Debenture-holders;

AND WHEREAS
the Agreement to be executed between the Company and also the Trustees would be complementary to the Common Subscription Agreement (CAS)proposed to be executed by the company in favour of Debenture-holders;

NOW THEREFORE
it is resolved that the said draft Common Subscription Agreement(CAS) be and is hereby approved and Shri. ………… and Shri………. Directors of the Company be and are hereby serverally authorized to agree to such modifications and alterations as may be acceptable to the Debenture-holders.

RESOLVED
further that the Common Subscription Agreement (CAS)in favour of Debentureholders be and is hereby authorized to be executed by any two of the directors viz. Shri…………., Shri…………. and Shri…………of the Company and if so required, the Common Seal of the Company be affixed thereto in the presence of the aforementioned directors who do sign the same in token thereof.

RESOLVED
further that the Company do execute an agreement with………….., Trustees for the debentures in terms of the draft tabled on the table and initialed by the Chairman for the purpose of identification and subject to such modifications and aalterations as may be agreed to by Debenture-holders and/or Debenture Trustees.

RESOLVED
further that Shri…………, Shri………….., and Shri…………, Directors of the Company be and are hereby severally authorized to agree to such modifications and alterations to the aforementioned deed and agreement as may be acceptable to the Debenture-holders and/or Debenture Trustees.

RESOLVED
further that Shri………….., and Shri…………., Shri…………, Directors of the Company be and are hereby severally authorized to execute the aforementioned agreement with the Debenture Trustees, and if so required, the Common Seal of the Company be affixed thereto in the presence of any two of the aforementioned Directors who do sign the same in token thereof.

RESOLVED
further that the Company do create a first charge by way of hypothecation of all the movable properties present and future (save and except book debts) in favour of debenture trustees acting for the benefit of the Debentureholders, the charge to be subject to the charges created and/to be created by the Company in favour of its bankers on the stock of raw materials, semi-finsihed and finished goods, stores and spares (not relating to plant and machinery) including consumable stores, spare parts and book debts for its working capital requirements.

RESOLVED
further that the Company do execute in favour of the Debentureholders/Debenture Trustees the unattested memorandum of hypotehcation, in terms of the drafts thereof tabled on the table and initialed by the Chairman for the purpose of identification and subject to such modifications amd alterations as may be agreed to by Debentureholders/ Debenture Trustees and accepted on behalf of the Company by Shri. ………….., Shri. …………and Shri. …………., Directors of the Company who are hereby severally authorized for this purpose.

RESOLVED
further that the Common Seal of the Company be affixed to the aforementioned Deed of Hypothecation in the presence of any two of Shri. …………., Shri. ………….. and Shri. …………, Directors of the Company who do sign in token thereof.

RESOLVED
further that Shri. …………, Shri. ………….. and Shri. …………. Directors of the Company, be and are severally authorized to execute and deliver on behalf of the Company and in favour of the Debentureholders/Debenture Trustees such deeds, documents, declarations undertakings, instruments and other writings as the Debenture Trustees may so require.

RESOLVED
further that Shri. …………., Secretary of the Company be and is hereby authoirsed to file the necessary returns with the Registrar of Companies within the prescribed time-limit.

Sec s. 117-120 - Appointment of trustees of debentureholders - Board Resolution

"RESOLVED
that M/s. …………. be and are hereby appointed as trustees of the debenture holders of 10,00,000, 16% Non-convertible Secured Redeemable Debentures of Rs. 100/- each to be issued by the company and that Shri .....& Shri.........., Secretary/Directors be and hereby are authorized to execute the Trust Deed and agreement with the trustee."

Sec. 121 - Redemption and issue of new debentures - Board Resolution

"RESOLVED
that for the purpose of paying off the 5,000 eleven per cent debentures at par, the Company do raise money (or borrow money) to the order of a sum equivalent to Rs. 50,00,000/- by issue of 5,000 debentures of Rs. 1,000/- each bearing interest at the rate of fourteen per cent per annum payable half-yearly as on 30th September and 31st March every year secured by a trust deed and that the new debentures and trust deed aforementioned be framed in accordance with the drafts of such documents submitted to this meeting and initialed by the Chairman for indentificaiton.

RESOLVED
further that Shri. ..........and Shri. ............, the Directors of the Company, be and are hereby authorized to do or undertake any formalities of documentation, arranging bankers and any other action that may be found necessary and expedient, and that the said Shri. ..........and Shri. ............., the Directors of the Company be also authorized at their sole discretion to issue any of the said new debentures in exchange, at par, for any of the existing debentures, the holders of which may desire to renew."

Sec. 121 - Redemption of debentures and keeping them alive - Board Resolution

"RESOLVED
that Nine and a half per cent 5,000 debentures of Rs. 1,000 each having distinctive numbers from ………….to……….., be and are hereby redeemed at par, and that such debentures after redemption, be kept alive for the purpose of re-issue."

Sec. 121 - Redemption/Re-issue of debentures - Board Resolution

"RESOLVED
that consent of the Board of Directors of the company be and is hereby given to redeem at par the 11% debenture stock issued in 1998 numbered 1501 to 3500 of Rs. 10,000/- each and that such debentures after redemption be kept alive for re-issue.

RESOLVED
further that Shri…………, Managing Director be and is hereby authorized to take all requisite steps in terms of the requirements of the trust deed to give effect to the resolution."

Sec. 123 - Issue of debentures secured by floating charge - Board Resolution

"RESOLVED
that in order to finance the company’s expansion project, the company do raise money (or borrow money) by the issue of 5,000 debentures of Rs. 1,000 each bearing interest at the rate of twelve per cent per annum payable half-yearly as on 30th September and 31st March every year secured by way of a floating charge on the company’s undertaking, redeemable at par after a period of ten years from the date of issue hereof, so however, that the company will have power to redeem such debentures in lots of 1000 debentures every year to be selected by the trustees for the debenture-holders in the presence of the Auditors of the company and that such redemption at par be made by giving six months’ previous notice to such holders selected by lots.

RESOLVED
further that the said debentures be and are hereby issued subject to the terms and conditions incorporated in the draft rules submitted to this meeting an that 5,000 ten per cent debentures of Rs. 1,000 each be offered to the General Insurance Corporation of India(GIC), Life Insurance Corporation of India(LIC), the Unit Trust of India(UTI) and other public financial institutions or nationalized banks for subscription at par, Rs. 250 per debenture being payable on application and Rs. 250 per debenture being payable on allotment thereof and that such offer be made by a prospectus as per the draft submitted to this meeting.

RESOLVED
further that M/s. Prakash Ganda Private Limited Company, be and is hereby appointed as the Manager to the issue and be given a copy of the scheme of advertisement and scheme of circulation of the prospectus.

RESOLVED
further that………… Bank, the bankers to the said issue of debentures, be requested to receive the subscriptions from the applicants at par at all its branches in India and send the company a pro forma of the receipt of money payable on application with the relevant application forms."

Sec. 125 - Borrowing by creating charge in favour of bank - Board Resolution

"RESOLVED
that the company do borrow from time to time as may be required, from………..Bank by way of cash credit, loan, overdraft, discounting of bills, operating of letters of credit, for standing guarantee or counter-guarantee and enter any other type of credit line or facility up to an amount of Rs. 1,00,00,000 in the aggregate.

RESOLVED
further that Shri………… and Shri. ………… the Directors of the company, be and are hereby authorised to sign, get registered and deliver on behalf of the company all documents and forms relating to the above credit lines and facilities to be secured by hypothecation of present and future raw materials belonging to the company and lying in any godown, factory or anywhere in India, stock of stores, work-in-progress and finished goods and book debts, and that the company do create an equitable mortgage on the fixed assets of the company in favour of the bank by depositing with such bank the title deeds in relation thereto, as collateral security for the credit facility made available to the company."

Sec. 125(1), Proviso - Delay in registration of charge - filing charge within next 30 days - Board Resolution

"WHEREAS
the Company had mortgaged its immoveable properties by creating a charge in favour of Industial Developer Bank Ltd."

AND WHEREAS
the said charge could not be registered with the Register of Companies, Rajasthan, within 30 days of the creation of the said charge by reason of the fact that the Secretary of the Company had resigned and left the job;

NOW THEREFORE
it is resolved that the particulars of the said charge including the documents creating the charge be filed with the Registrar and Shri............ , a director of the Company be authorised to file the necessary documents and sign the necessary papers;

RESOLVED
further that an application be made to the Registrar for taking a lenient view in the matter and charge not more than double the amount of the fee for registration of the charge, the delay in filing the charge being only for five days after the expiry of the 30 days mentioned in sub-section (1)."

Sec. 133 - Endorsement of certificate of registration on debenture - Board Resolution

"RESOLVED
that the certificate of registration of charge in respect of the debentures issued by the Company received from the Registrar of Companies under section 132 of the Act be and is hereby endorsed on every debenture issued by the Company payment of which is secured by charge so registered."

Sec. 135 - Filing of modification of charge - Board Resolution

"WHEREAS
the Company had created a charge in favour of XYZ Ltd. on………….which had advanced a sum of Rs. 25 lacs @ 20% interest per annum against mortgage of plant and machinery of the Company lying at its factory at…………..;

AND WHEREAS
the said charge was modified on………..by way of enhancement of the sum so advanced from Rs. 25 lacs to Rs. 40 lacs @ 22% interest per annum against mortgage of plant and machinery of the company lying at its factory at…………and also at its factory at………..;

NOW
THEREFORE it is resolved that intimation be given to the Registrar of Companies, Rajasthan of the payment and modification of the earlier charge."

Sec. 138 - Filing of satisfaction of charge - Board Resolution

"WHEREAS
the Company had created a charge in favour of Hindalco Ltd. which had advanced a sum of Rs. 25 lacs with interest @ 18% p.a. against mortgage of plant and machinery of the Company;

AND WHEREAS
the said sum of Rs. 25 lacs with interest due there on have been fully paid;

NOW THEREFORE
it is resolved that intimation be given to the Registrar of the payment and satisfaction of the charge."

Sec. 140 - Satisfaction of charge to be taken on record - Board Resolution

"WHEREAS
the Company had filed with the Registrar necessary intimation for satisfaction of charge;

AND WHEREAS
the Registrar has now furnished the Company with a copy of the memorandum of satisfaction;

NOW THEREFORE
it is resolved that the said memorandum of satisfaction furnished by the Registrar be taken on record."

Sec. 141 - Application to Company Law Board for rectification of the register of charges - Board Resolution

"WHEREAS
the Company had created a charge in favour of Hindalco Ltd. by mortgage of plant and machinery for borrowing a sum of Rs. 25 lacs with interest of 18% p.a.;

AND WHEREAS t
he said charge had not been filed with the Registrar within 30 days as laid down in section 125;

NOW THEREFORE
it is resolved that an application be made to the Company Law Board for condonation of delay;

RESOLVED
further that Shri. A. K. Purohit, an Advocate be engaged for making the application to the Company Law Board and for necessary appearance before the Company Law Board for condonation of delay in filing the charge."

Sec. 141 - Authorisation for filing of petitions before Company Law Board/Bench - Board Resolution

‘RESOLVED
that Shri M and Shri P, Directors of the Company be and are hereby jointly and severally authorised to file a petition as required under section 141 of the Companies Act, 1956 before the Northern Region Bench of the Company Law Board under the provisions of the Company law Board Regulations, 1991 for seeking extension of time and/or condonation of delay in filing the particulars of charges with the Registrar of Companies, National Capital Territory of Delhi and Haryana created on the assets of the Company by way of second charge in favour of Punjab National Bank for Rs. 1,22,665/- towards interest free loan obtained by the Company vide agreement, dated 2.9.1999.

RESOLVED
further that Shri M and Shri P, Directors of the Company be and are hereby jointly and severally atuhorised to sign necessary documents, affirm execute and file affidavits, applications or any other documents or paper in connection therewith and to do all such acts, deeds, or things as may be considered necessary for the purposes of filing of the aforementioned petition and disposal thereof, including make corrections and alterations in the petition and application."

Sec. 141 - Application to the Company Law Board for extension of time for filing particulars of charge with the Registrar of Companies - Board Resolution

"RESOLVED
that the charge created by the company in favour of………….. its Bankers having not been registered by the Registrar of Companies…………..on account of delay in filing the particulars of charge, the Board hereby accords its approval to the making of an application to the Company Law Board for grant of extension for filing the said charge.

RESOLVED
further that Shri…………. Secretary of the company be and is hereby authorised to present, sign and verify the application in terms of Company Law Board Regulations, 1991 and to appoint an Advocate for representing the Company before the Company Law Board and to do all such acts and things as may be considered necessary or expedient in this regard."

Sec. 144 - Inspection of copies of instruments creating charges and Company’s register of charges - Board Resolution

WHEREAS
the Company is a creditor of M/s. Hindalco Ltd., and a sum of Rs., 25 lacs is due from the said Company;

AND WHEREAS
it is reportedly understood that the said Company had created a charge in favour of Fergison Ltd. by mortgaging its plant and machinery to the tune of Rs. 35 lacs.;

NOW THEREFORE
it is resolved that Shri...... , Secretary of the Company be directed to make inspection of the copies of the instruments creating charge as also the register of charges kept by the Company during business hours within the reasonable restrictions as the said Company may impose, at he registered office of the Company;

RESOLVED
further that an application be made to the Company Law Board compelling immediate inspection of the copies of the instruments as also the register of charges in case the Company does not co-operate in making available the same to the Secretary of the Company deputed for inspection."

Sec. 146 - situation of Registered office of the company to be notified - Board Resolution

"RESOLVED that the registered office of the company be situated at Raja Park, Jaipur- 302004, and that the Secretary of the Company be instructed to sign and file in Form No. 18 notice of situation of registered office with the Registrar of Companies, Rajasthan, pursuant to section 146 of the Companies Act, 1956.

RESOLVED
further that a name plate or board be affixed at the registered office and that the company’s name and address of the registered office be used or mentioned in legible character in all business letters, in all its bill heads and letter paper and in all its notices and other official publications, etc. pursuant to section 147 of the Companies Act, 1956."

Sec. 146(2) - Change of situation of registered office - Board Resolution

"RESOLVED
that the registered office of the company be shifted from No. 120, Sitapura Industrial Area, Sanganer, Jaipur to No. 256/5, Raja Park , Jaipur -302004 effective from 5th June, 2000.

RESOLVED
further that the Secretary of the company be and is hereby aurthorised to file the necessary return with the Registrar of Companies, Delhi and Haryana in Form No. 18 pursuant to Section 146(2) of the Companies Act, 1956.

RESOLVED
further that change in the place of registered office be made in the name plates or board affixed at the registered office as also in the letter heads, official publications, documents etc. pursuant to the provisions contained in section 147 of the Companies Act, 1956."

Sec. 148 - Publication of subscribed and paid-up capital alongwith authorised capital - Board Resolution

"RESOLVED
that whenever the authorised capital of the company is mentioned in any notice, advertisement or other official publication, or any business letter, bill head or letter papers, such notice, advertisement or other official publication, or such letter, bill head or letter paper shall also contain a statement in an equally prominent position and in equally conspicuous characters, of the amount of the capital which has been subscribed and the amount paid-up."

Sec. 149 :-Certificate for commencement of business - Board Resolution

"WHEREAS
the company had filed with the Registrar a duly verified declaration in the prescribed manner and in the prescribed form provided under Schedule III to the Companies Act, 1956, stating that every Director of the Company had paid to the company, on each of the shares taken or contracted to be taken by him in cash;

AND WHEREAS
the Registrar of Companies, Rajasthan, issued a certificate of commencement of business to the company under reference No………… dated the…………

NOW THEREFORE
it is resolved that the same be taken on record."

Sec. 152A - Register and Index of beneficial owners maintained by depository - Board Resolution

WHEREAS
the shares of the company have dematerialized by order of the Securities and Exchange Board of India dated ………… 2000;

AND WHEREAS
National Securities Depository Ltd. has been appointed as the depository of the company to hold the shares in the dematerialized form with effect from………….. 2000;

NOW, THEREFORE,
it is resolved that the register and index of beneficial owners maintained by the aforementioned depository under section 11 of the Depositories Act, 1996, be and is hereby deemed to be an index of members for the purposes of the Companies Act, 1956.

Sec. 153B - Declaration of shares held in trust - Board Resolution

‘RESOLVED
that on receipt of a declaration made under section 153B (1) from Shri. B and Shri. A, declaring them as the trustees of a trust which has now acquired equity shares in the capital of the Company, the value (purchase price) of which exceeds ten lacs of rupees in the aggregate, the rights and powers (including the right to vote by proxy) as from the date of declaration, at any General Meeting of the Company, be and are hereby exercised by the public trustee, pursuant to section 187B."

Sec. 154 - Closing of Register of Members for issue of bonus shares - Board Resolution

"RESOLVED
that the Register of Members of the Company be closed from………….200……to……., 200…… (both days inclusive) and that the proposed bonus shares be allotted in the ratio of ……….. Equity Shares for every ……… Equity Shares held in the Company in accordance with the resolution adopted by members at their meeting held on ………, to the members whose names appear in its as on…………, 200………RESOLVED further that the Secretary of the Company be and is hereby authorized to give notice by advertisement in newspapers in the manner provided in section 154 of the Companies Act, 1956."

Sec. 157 - Keeping of Register of Members outside India - Board Resolution

"RESOLVED
that pursuant to section 157 of the Companies Act, 1956, and as authorized by article…….. of the Articles of Association of the Company, a foreign Register of Members be kept in Paris for the members resident in France and that the Secretary be authorized to file with the Registrar of Companies, Rajasthan, a notice of the situation of the office where the register is to be kept."

Sec. 161(1) - Appointment of Secretary in whole-time practice for certifying annual return - Board Resolution

‘RESOLVED
that Shri X, Secretary in whole time practice be and is hereby appointed at an annual retainer of Rs. ………….. to sign the annual returns of the company."

Sec. 163(1A) - Destruction of records - Board Resolution

"RESOLVED
that the following records of the Company be and are hereby destroyed in accordance with the Companies (Preservation and Disposal of Records) Rules, 1966.

…………

Sl. No. Destruction of Records

…………

1. …………………………………………………………………………………………………………..

2. …………………………………………………………………………………………………………..

3. …………………………………………………………………………………………………………..

RESOLVED
further that Shri …………, Secretary of the Company be authorized to take necessary and sutaible steps to implement the destruction of the aforementioned records and make the necessary entries in the Register of Records destroyed."

Sec. 163(2) - Inspection of Register of Members and Debenture Holders - Board Resolution

"RESOLVED
that the Register of Members and the Register of Debenture-Holders and their indices, copies of all annual returns and copies of the certificates and documents annexed to those returns be kept open for inspection at ........................................................, by the persons entitled thereto and in the manner are closed under the provisions of the Companies Act, 1956, or the Articles of Association of the Company."

Sec. 165 - Statutory report and statutory meeting - Board Resolution

"RESOLVED t
hat pursuant to section 165 of the Companies Act, 1956, the draft statutory report produced at this meeting under the signature of the Chairman thereof, be and is hereby approved and that the statutory meeting of the Company be convened at …………, the registered office of the Company, and that the Secretary be instructed to circulate copies of such report to all the members of the company, and deliver a certified copy of the statutory report to the Registrar of Companies forthwith after sending copies thereof to the members for registration.

RESOLVED fu
rther that the Secretary of the Company be directed to prepare a list of members showing therein the names, addresses and occupation of the members of the Company and number of shares held by them respectively and produce such number of shares held by them respectively and produce such list before the members at the statutory meeting, as convened, for the perusal of any member during the continuance of such meeting pursuant to section 165(6) of the Companies Act, 1956."

Sec. 166 - Convening of Annual General Meeting - Board Resolution

"RESOLVED
that the Seventh Annual General Meeting of the members of the Company be held on Monday, the 16th April, 2000, at 11.30 hours at the registered office of the company at 230, Raja Park,Jaipur - 302004.

RESOLVED
further that the notice of calling the Annual General Meeting along with Explanatory Statements pursuant to section 173(1) in respect of Special Business to be transacted there at as tabled before the meeting be and is hereby approved and the Secretary of the company be and is hereby authorized to send the same to the members of the Company as also to all others entitled to receive the notice."

Sec. 166 - Approval of notice of Annual General Meeting and fixation of date thereof - Board Meeting

"RESOLVED
that draft notice for convening the Annual General Meeting of the Company for the year 1999-00 be and is hereby approved.

RESOLVED
further that Shri ........., Managing Director of the Company, be and is hereby authorized to fix the date, time and place of the meeting."

Sec. 166 - Convening of Annual General Meeting and approval to draft notice thereof - Board Resolution

"RESOLVED t
hat the Annual General Meeting of the company be convened to take place at the registered office of the company on………….. the………….., 200…………. at…….. a.m./p.m. and that the draft notice in respect thereof tabled at this meeting be approved and that the Secretary be and is hereby authorized to issue the notice of the Annual General Meeting, as per the draft tabled below, to the members of the company as also others entitled to receive the notice."

Sec. 166/Reg. 53 - Convening adjourned Annual General Meeting - Board Resolution

‘RESOLVED
that the draft notice convening the adjourned Annual General Meeting of the Company proposed to be held on…………, the………… 200………..at………….a.m./p.m. be and is hereby approved and the Secretary of the Company be directed to issue/circulate the same to the members."

Sec. 167 - Application to Company Law Board for calling Annual General Meeting - Board Resolution

"WHEREAS
the Company is a major shareholder of M/s. Subrato Finalease Pvt. Ltd.;

AND WHEREAS
there are only two other members who are reported to have expired;

AND WHEREAS
no application has been made to the Company for mutation of the name of the legal representative of such deceased members;

AND WHEREAS
the Annual General Meeting of M/s. Subrato Finalease Pvt. Ltd. was due to be held latest by 31st March, 200... which meeting could not be held;

NOW THEREFORE
it is resolved that an application be made to the Company Law Board for call in or directing the calling of a general meeting of the Company and for giving such ancillary directions as the Company Law Board may think expedient in relation to the calling, holding and conducting of the meetings;

RESOLVED
further that the Secretary of this Company be directed to prepare the application giving all material particulars and paying the necessary fees and complying with the procedure laid down in the Company Law Board Regulations, 1991."

Sec. 169/Regna. 47/48 - Convening of an Extraordinary General Meeting - Board Resolution

"RESOLVED
that an Extraordinary General Meeting of the members of the company be convened on Thursday, the 6th July, 2000, at 11.00 hours at No. 527, Kirti Nagar, New Delhi, the Registered Office of the company to consider the resolutions given in the notice as per draft tabled before the meeting and initialed by the Chairman by way of identification.

RESOLVED
further that the Secretary of the company be and is hereby authorized to issue notice of the meeting and to comply with all requirements of the Companies Act, 1956, in this regard."

Sec. 169 - Requisitioning Extraordinary General Meeting by members - Board Resolution

"WHEREAS
this requisitionist, being the shareholder of M/s. Subrato Finalease Ltd., holding more than 10% of the share capital is desirous of appointing Shri. M as Director of M/s. Subrato Finalease Ltd.;

AND WHEREAS
the said M/s. Subrato Finalease Ltd. failed to appoint Shri. M, as Director of the Company at the last Annual General Meeting despite a notice in this behalf given under section 257 of the Companies Act, 1956;

NOW THEREFORE
it is resolved to require M/s. Subrato Finalease Ltd. forthwith to proceed to convene an Extraordinary General Meeting of the Company for the purpose of passing a resolution for appointing Shri. M, as Director of the Company and to pass the following resolution.

"RESOLUTION : RESOLVED
that Shri. M be and is hereby appointed a Director of the Company."

Sec. 174 - Adjournment of General Meeting for want of quorum - Board Resolution

"RESOLVED
that the Extraordinary General Meeting called for being held on……….. which could not transact any business for want of quorum and stood adjourned pursuant to Article…………. of the Articles of Association, be held on ………… (day) the …………. (date) at………… (time) at………….(place) to transact the business as contained in original notice dated…………..

RESOLVED
further that the Secretary of the company be and is hereby authorized to send the notice of the holding of adjourned meeting to all the members of the Company."

Sec. 175/Reg. 52 - Chairman of a General Meeting - Board Resolution

"RESOLVED
that pursuant to the provisions of article 99 of the Articles of Association, of the company Shri ........be and is hereby elected as a Chairman of this meeting."

Sec. 186 - Application to Company Law Board for ordering for Extraordinary General Meeting to be called - Board Resolution

"WHEREAS
the registered office of the Company situated at 230, Raja Park, Jaipur seems to have been surrendered by the Managing Director who is untraceable;

AND WHEREAS
the books and papers of the Company are no longer available in the registered office and have apparently been taken away by the said Managing Director;

NOW THEREFORE
, in this meeting of the Board of Directors of the Company, it is resolved that an application be made under the signature of Shri. X, a Director of the Company, also present and voting at this meeting, to the Company Law Board for calling an Extraordinary General Meeting of the Company to consider the business of tracing the books and papers of the company and the funds of the Company apparently misappropriated by the said Managing Director and also to initiate police action for tracing the Managing Director and booking him for the offences committed by him."

Sec. 187 - Representation of the company as member of more than one company - Board Resolution

"RESOLVED
that pursuant to section 187 of the Companies Act, 1956, and in supersession of all previous resolutions in that behalf or in connection therewith, Shri…………. Or failing him Shri………… or failing him Shri…………. of failing him Shri……….., be and is hereby authorized to act as the representative of this Company at any meeting of the members or at any meeting of any class of members/debenture-holders of the companies, named hereunder, of which the company is presently a member or debenture-holder and that a certified copy of this resolution signed by the Chairman be lodged with each of the following companies of which this company is a member/debenture-holders:

M/s. Narain Cotton Mills Co. Ltd.

M/s. Bhawani Transport Co. Ltd.

M/s. Bharat Communications & Trading Co. Ltd.

M/s. Subrato Petrochemical Co. Ltd."

Sec. 188 - Circulation of members’ resolutions - Board Resolution

"RESOLVED
by the undersigned holding 14% of the paid-up share capital of XYZ Ltd., in accordance with the provisions of section 188 of Companies Act, 1956, that notice be given of the following resolution which is intended to be moved at the next Annual General Meeting of the Company:

RESOLUTION TO BE CIRCULATED

RESOLVED
that the negotiations under way for mortgaging Company’s properties for obtaining a loan of Rs. 85 lacs from Industrial Developers Bank Ltd. be not proceeded with any further.

Signature of requisitionist.

STATEMENT TO BE CIRCULATED ALOGNWITH AFOREMENTIONED RESOLUTION :

Asian Developers Ltd. is understood to be charging 28% interest for the loan of Rs. 85 lacs proposed to be given to the Company. Considering the present financial position of the Company, obtaining loan at this high rate of interest will be prejudicial to the interest of the Company. It is apprehended that Industrial Developers Bank Ltd. will ultimately take over the Company. The aforementioned resolution is proposed in order to prevent the Company from embarking on such a venture for raising money.

Signature of requitionist."

Sec. 193(1A) - Signing of minutes of Extraordinary General Meeting by a Director - Board Resolution

"RESOLVED
that Shri…………, a Director of the company be and is hereby authorized to sign the minutes of the Extraordinary General Meeting held on…………., the…………., 200..... in place of Shri………….., the Chairman of that meeting who died on………….., 200……"

Sec. 193(1A) - Signing of the minutes of the Annual General Meeting by a Director - Board Resolution

"RESOLVED
that Shri .........., Director of the Company be and is hereby authorized to sign the minutes of he 14th Annual General Meeting of the company held on 18th June, 2000, in place of Shri ............, Chairman of the meeting who has since expired."

Sec. 193 Regna. 76 - Election of a Chairman - Board Resolution

"RESOLVED
that Shri ............., a Director of thel company be and is hereby elected as the Chairman of this meeting/meetings of the Board of directors for a term not exceeding three years effective from 1st July, 2000."

Sec. 196(1) - Inspection of minute books of General Meeting - Board Resolution

"RESOLVED
that the minutes books of all the General Meetings of the Company be kept at the registered office of the Company and be opened for inspection by any member between 11-00 hrs. and 13-00 hrs. on every working day."

Sec. 204(1) - Appointment of Technical Adviser - Board Resolution

"RESOLVED
that M/s. Industrial Developers Bank Limited, be and is hereby appointed as the Technical Adviser of the Company pursuant to the terms and conditions, responsibilities, remuneration, etc., as embodied in the draft agreement, as tabled and initialed by the Chairman hereof, for a period of five years beginning from…………., 200…. And ending on………., 200…….."

Sec. 204(1) - Appointment of body corporate to an office or place of profit - Board Resolution

"RESOLVED
that consent of the Board of Directors be and is hereby given to the appointment of M/s. ACB Private Ltd., as Corporate Advisers to the Company for a period of five years commencing from 1st August 2000, and ending on 30th July, 2005 at an annual fee of Rs. 1,25,000/- on the terms and conditions contained in the draft agreement tabled before the Board, duly initialed by the Chairman for purpose of identification.

RESOLVED
further that the Managing Director of the Company be and is hereby authorized to execute the said agreement with M/s. ACB private Ltd., and to affix the common seal of the company thereon."

Sec. 205/Reg. 85 - Non-declaration of dividend - Board Resolution

"RESOLVED
that as the company is in urgent need of funds for erection of company’s plant at Faizabad, no dividend, be recommended for the financial year for payment to the equity shareholders of the company and that the surplus funds be utilized for erection of company’s plant at Faizabad."

Sec. 205 - Payment of interim dividend - Board Resolution

"RESOLVED
that approval of the Board of Directors be and is hereby given to the Company to the payment of interim dividend @………….% out of the profits of the Company for the half year ended on………… on equity shares subject, however, to the deduction of income-tax at source, to all the equity shareholders whose names appear in the Register of Members of the Company on……….

RESOLVED
further that the Register of Members Share Transfer Books be and are hereby closed effective from………… to…both days inclusive."

Sec. 205 - Dividend Recommended - Board Resolution

"RESOLVED
that the Board of Directors of the company hereby recommend that a dividend at the rate of Rs…………. Per share on the equity capital of the company be paid for the year ended on……….

RESOLVED
further that the consent of the shareholders of the company at their Annual General Meeting be obtained to the payment of the aforementioned dividend to the equity shareholders of the company."

Sec. 205/Regna. 86 - Declaration of interim dividend for half year - Board Resolution

"RESOLVED
that the approval of the Board of directors of the company be and is hereby accorded to the company to the payment of interim dividend @…… for half year ended 30th September, 1998, on equity shares subject to deduction of income-tax at source and that the dividend so declared to be paid to those members whose names appear in the Register of Members as on .................

RESOLVED
further that the Register of Members and the Share Transfer be closed effective from ………. to ……….. (both days inclusive)."

Sec. 205 - Recommendation of final dividend - Board Resolution

"RESOLVED
that the Directors do hereby recommend a final dividend of ten per cent on equity shares out of the net available balance of Rs. ………..after provision for taxation of Rs. ……. absorbing Rs………and that such dividend be paid subject to the members’ approval in Annual General Meeting after deduction of tax at source to those equity shareholders whose names appear in the Register of Members as on………, 200…….

RESOLVED
further that the Directors do hereby recommend a final dividend of ten per cent on equity shares out of the reserves standing in the books of the Company as on………….., 200 ……. And absorbing Rs………… and that such dividend be paid subject to the members’ approval in Annual General Meeting after deduction of tax at source to those equity shareholders whose names appear in the Register of Members as on…………, 200….."

Sec s. 205 - fixation of Record date - Board Resolution

"RESOLVED
that the………….., 200……….be and is hereby fixed as the `record date’ for the purpose of payment of interim dividend so that the dividend warrant be payable to those members whose names would appear on that date in the register of members of the Company."

Sec. 205 - Opening of Dividend account in a Bank - Board Resolution

"WHEREAS
the Company declared a dividend of 10% on its paid-up equity shares at its Annual General Meeting held on……..;

AND WHEREAS
an account be opened with the………….. Bank…………Branch, Jaipur - 302004, styled as the "200.... Dividend Account of Prem Infotech Private Ltd.;

NOW THEREFORE
it is resolved that the said Bank be advised to honour all dividend warrants for equity shares imprinted thereon .............as reference and bearing the signatures of the authorized signatories of the company by debiting the `Dividend Account’.

RESOLVED
further that the Secretary of the Company be directed to take further steps to give effect to this resolution".

Sec. 205A(5) - Transfer of unpaid dividend to the Investor Education and Protection Fund - Board Resolution

"RESOLVED
that the balance as standing in the `Unpaid Dividend Account’ maintained with………. Bank, ………….. Branch, Nagpur 440 012, which have remained unpaid or unclaimed for a period of seven years be transferred to the Investor Education and Protection Fund established by the Central Government, along with a list of names of the members and showing the amount against such person the outstanding amounts, the nature of the sums and last known address of the person entitled to receive the sum, etc., and the nature of his claim thereto."

Sec. 206(2) - Payment of dividend in favour of bankers - Board Resolution

"WHEREAS
Shri.R. K. Nagpal is a registered shareholder of the company;

AND WHEREAS
Shri. R. K. Nagpal has pledged his shares with Punjab & Sindh Bank;

AND WHEREAS
the said Punjab & Sindh Bank has requested the company to pay the dividend to it is respect of these pledged shares;

AND WHEREAS
Shri. R. K. Nagpal has also informed the Company that dividend may be paid to the Bank with whom his shares have been pledged;

NOW THEREFORE
it is resolved that dividend payable to Shri. R. K. Nagpal be paid to Punjab & Sindh Bank rather than to Shri. R. K. Nagpal."

Sec. 206-A - Holding in abeyance dividend, rights shares and bonus shares - Board Resolution

"WHEREAS Shri. ........, transferee of shares from Shri. ............, has deposited the instrument of transfer with the Company;

AND WHEREAS
an application has been filed by the Company challenging the proposed transfer before the Company Law Board;

AND WHEREAS
Shri. ......., the registered shareholders has not given any direction for payment of dividend;

NOW THEREFORE
it is resolved that the dividend declared by the Company be transferred to the Unpaid Dividend Account of the Company;

RESOLVED
further that the proposed issue of rights shares and bonus shares to which the registered shareholders is entitled be also held in abeyance until the appeal filed by the Company is decided by the Company Law Board."

Sec. 208 - Power of company to pay interest out of capital in certain cases - Board Resolution

RESOLVED
that pursuant to section 208 of the Companies Act, 1956 and subject to passing of special resolution at the general meeting of the company and further subject to the previous sanction of the Central Government interest @ 10% p.a. be and is hereby paid on the paid up share capital of the company for the period…………200....;

RESOLVED
further that an Extraordinary General Meeting be convened on …………. 200.....at ………… to pass the special resolution as contained in the draft notice of the meeting and the draft explanatory statement which are tabled before this meeting and initialed by the Chairman of this meeting for the purposes of identification;

RESOLVED
further that the Secretary of the company be directed to issue notice of the said Extraordinary General Meeting along with relevant explanatory statement, as approved by this meeting;

RESOLVED
further that the Secretary of the company be and is hereby authorized to make an application to the Central Government for getting the approval to pay interest out of capital of the company and to take necessary steps in connection therewith and incidental and ancillary thereto.

Sec. 209(1) Proviso - Keeping of books of accounts at a place other than the registered office - Board Resolution

"RESOLVED
pursuant to section 209(1) proviso of the Act, that the books of accounts of the Company be maintained at the Company’s main administrative office, situated at…………., Mumbai, and that the Secretary of the Company be and is hereby authorized to file with the Registrar of Companies, National Capital Territory of Delhi & Haryana, a notice in writing giving the full address of such main administrative office in New Delhi within seven days from date."

Sec. 209(4-A) - Microfilming of books of accounts, records and vouchers etc. which are more than eight year Old - Board Resolution

"RESOLVED
that books of accounts, records, and vouchers of the description as per attached list pertaining to period …………., 200...............to………., 200…………., i.e., being more than eight years old, be microfilmed, and that such microfilm record as certified by Shri…………., a Director of the Company, be stores and that the original books of accounts, records, vouchers, etc., be then destroyed."

Sec. 209A - Inspection of books of accounts of companies - Board Resolution

"RESOLVED
that the Secretary of the Company be and is hereby authorized to acknowledge receipt of a letter under reference number………..dated, the……….., 200………….from the Registrar of Companies, Rajasthan, informing that an Inspector would take up inspection of books of accounts of the Company pursuant to section 209A of the Companies Act, 1956, which is submitted to this meeting and perused."

Sec. 210(4) - Adopting Financial year of the company - Board Resolution

"RESOLVED
that the financial year of the Company be and is hereby adopted as from April 1 to March 31 following in the next calendar year provided that the first accounts of the Company be prepared for the period from 9th November, 1999(being the date of incorporation) to 31st March, 2000."

Sec. 210 (4) - Changing financial year of the company - Board Resolution

"RESOLVED
that subject to approval of the Registrar of Companies, the financial year of the Company, which ends on 31st March of this year beginning from the 1st April of the previous year, be extended to close on the 30th September of this year and shall close on that date every subsequent year hereafter so that the balance-sheet and the profit and loss account giving effect to such extension shall be complied for a period of eighteen months for the financial year 200……and that necessary application be made seeking approval of the Income-tax Officer for such change of financial year."

Sec. 211(4) - Adoption of Form of Annual accounts - Board Resolution

"RESOLVED
that the form of balance-sheet and profit and loss account of the Company be and is hereby approved as per the specimen tabled before the Board, and initialed by the Chairman of the meeting for purpose of identification.

RESOLVED
further that pursuant to section 211(4) of the Companies Act, 1956, an application be made to the Central Government seeking their approval to the adoption of the form of the balance-sheet and profit and loss account and the Secretary of the company be and is hereby authorized to take all necessary action as may be necessary."

Sec.212(8) - Exemption from incorporation of subsidiary’s account in the annual accounts - Board Resolution

"RESOLVED
that an application be made to the Central Government for exempting the Company from complying with the provisions of section 211 of the Act in relation to M/s. Simcox Pvt. Limited, a subsidiary of the company on the ground that the office of the Company having been gutted by fire and all accounts and books having been destroyed, no information is available to the company as to the balance-sheet and other statements of the company required to be incorporated in the balance-sheet of the holding company."

Sec. 213 - Change in financial year to coincide with the financial year of the subsidiary - Board Resolution

"RESOLVED
that subject to the approval of the Central Government, the financial year of Company be changed to calendar year so as to secure that the end of the financial year of the subsidiary company, M/s Simcox Pvt. Limited, does not precede the end of the financial year of the holding company by more than six months.

RESOLVED
further that the Company Secretary be and is hereby authorized to make an application to the Central Government and to do all such acts and things as may be necessary in this regard."

Financial Year of the subsidiary company - Board Resolution

"RESOLVED
that the consent of the Board of directors of the Company be and is hereby given to the extension of the financial year of the company so as to close on 31st March every year so that it coincides with the closing date of the financial year of the holding company."

Sec. 215 - Authentication of balance-sheet etc. - Board Resolution

"RESOLVED
that the written down value of a milling machine amounting to Rs………….(Rupees……..) scrapped during the year be written off to the debit of profit and loss account for the year ended…………., 200…..

RESOLVED
further that the amount charged off as depreciation amounting to Rs………..relating to the part of the buildings depreciated during the year be transferred from depreciation account to the credit of building account (Factory Building Class II) as at…………., 200…..

RESOLVED
further that Rs. ………….(Rupees………..) be transferred to the debit of profit and loss account for the year ended…………., 200……., being claim not admitted by the under noted parties and accordingly written off

Genius Rolling Co. Ltd. Rs…………

Amitabh Kanoongo Corporation Rs…………

Manorama Knittwear Pvt Ltd. Rs…………

Chennai Metal Corporation Rs…………

RESOLVED
further that a provision be made for Rs. …….. being the amount of bills receivable from Shri. PQR considered to be doubtful of recovery in the profit and loss account of the company for the year ended………., 200…..

RESOLVED
further that Rs………….be transferred to the `General Reserve’ by debiting the profit and loss appropriation account for the year ended………….., 200………

RESOLVED
further that the draft balance-sheet as at…………, 200……..and the profit and loss account for the year ended as on the aforementioned date as amended be signed by the Directors and the Secretary of the Company in authentication thereof and that the Secretary be and is hereby instructed to forward such draft accounts as hereby signed and approved to the Auditors of the company for their report thereon."

Sec.215 - Approval of draft balance sheet and profit and loss account - Board Resolution

"RESOLVED
that the draft balance sheet as at…………., 200….and the profit and loss account of the Company for the year ended as on the aforementioned date be and hereby is approved.

"RESOLVED
further that the draft balance sheet and profit and loss account mentioned above be signed by the Directors and the Secretary of the Company in authentication thereof.

RESOLVED
further that the draft balance sheet and profit and loss account duly authenticated as above be forwarded to the Auditors of the Company for their report thereon."

Sec. 215 - Approval of Annual Accounts of Government companies - Board Resolution

"RESOLVED
that Balance-sheet and profit and Loss Account of the Company for the period ended on 31.3.2000 be and are hereby adopted and approved subject to such changes as may be incorporated on receipt of comments of the Statutory Auditors and Directors, Commercial Audit.

RESOLVED
further that aforementioned accounts be authenticated by Shri S.K.Malhotra, Managing Director, Shri P.K.Motwani or Shri P.K.Vasishtha, Directors and Shri S.S.Rathores, Secretary of the Company.

RESOLVED
further that Shri S.K.Malhotra, Managing Director be and is hereby authorized to approve changes as may be made in the accounts for the aforementioned period subsequently on receipt of comments of the Statutory Auditors and Director, Commercial Audit and sign the same along with Secretary of the Company."

"RESOLVED further that-

(1) Depreciation on Company’s assets be calculated on written-down value method with rates for depreciation as per the Income-tax Rules.

(2) The Balance-sheet and Profit and Loss Account for the year ended 31st March, 2000, enclosed with this note as Annexure-A are hereby approved. Shri P.K.Vasishtha, Chairman, Shri S.K.Malhotra, Managing Director, Shri P.K.Motwani Director, of the company are authorized to sign the said Balance-sheet and Profit and Loss Account on behalf of the Board besides the General Manager (Commercial) and Secretary of the company.

(3) The Balance-sheet and Profit and Loss Account for the year ended 31st March, 2000 together with the reports of the Comptroller & Auditor General and Company’s Auditors be circulated to the shareholders, for their consideration and adoption in the next Annual General Meeting of the Company."

Sec. 215 - Approval of modified annual accounts by Board - Board Resolution

"RESOLVED
that modified Balance-sheet and Profit & Loss Account of the Company for the period ended on 31st March, 2000as circulated to the Board duly authenticated by the Chairman and Managing Director of the Company for purposes of identification, be and is hereby approved and adopted together with auditor’s report thereon."

"RESOLVED
further that Shri S, Chairman & Managing Director, A or R , directors and Shri P, Secretary aging Director, A or R , directors and Shri P, Secretary of the Company be and are hereby authorized to authenticate the Balance-Sheet and Profit & Loss Account for the period ended on 31st March, 2000 in terms of requirements of Section 215 of the Companies Act, 1956.

"RESOLVED
further that draft directors’ report of the Company on the accounts as tabled before the meeting, duly initialed by the Chairman for purposes of identification, be and is hereby approved."

"RESOLVED
further that Shri S, Chairman & Managing Director of the Company be and is hereby authorized to approve the notice convening the Annual General Meeting and to fix the time, date and venue for holding the Annual General Meeting for the year 2000".

Sec. 217 - Adoption of Directors’ Report - Board Resolution

"RESOLVED
that the draft of the Directors’ Report for the year ended 31st March, 2000, as submitted before the meeting, duly initialed by the chairman of the meeting be and is hereby approved and that the same be signed on behalf of the Board by Shri…………., the Chairman of the meeting."

Sec. 217(2A) - Approval of particulars of employees - Board Resolution

"RESOLVED
that the statement showing the names of the employees employed throughout the year or for a part of the financial year who were in receipt of remuneration during the year ended on 31st March, 2000, in the aggregate of not less than Rs. ………… p.a. and not less than Rs. ……….. p.m. respectively together with the particulars required under the Companies (Particulars of Employees)n Rules, 1975, tabled before the meeting, duly initialed by the Chairman for purposes of identification, be and is hereby approved and the same be attached to the Directors’ Report on the accounts of the company for the financial year ended on 31st March, 2000."

Sec. 219(1)(6) - Approval of abridged Balance-sheet - Board Resolution

"RESOLVED
that the abridged financial statements as per format laid down in form 23-AB of the Companies (Central Government’s) General Rules and Forms, 1956, tabled on table, duly initialed by the Chairman of the Meeting for the purposes of identification, be and is hereby approved and same be signed on behalf of the Board in accordance with the provisions of sub-section (1) of section 215 of the Companies Act, 1956.

"RESOLVED
further that the Secretary of the Company be and is hereby directed to send the abridged financial statements to every member and to every trustee of debentureholders clear 21 days before the meeting."

Sec. 224 - Appointment and remuneration of Auditors - Board Resolution

"RESOLVED
that M/s.Zeniths & Co., the Chartered Accountants, of…………., Jaipur - 302004, having provided a written certificate as required under proviso to section 224 (1) to the effect that their appointment, if made, will be in accordance with the limits specified in sub-section (1B) of section 224 of the Companies Act, 1956, be and are hereby appointed as the First Auditors of the Company to hold office as such until the conclusion of the first General Meeting of the company at a remuneration of Rs……….. Plus out-of-pocket expenses, if any, in addition to the aforementioned amount."

Sec. 225 - Appointment of auditor other than a retiring auditor - Board Resolution

WHEREAS
the company has received a special notice from the member of the company for a resolution at an annual general meeting for appointing as an auditor other than M/s…………., the retiring auditor of the company whose term of office expires at the conclusion of the ensuing annual general meeting of the company;

AND WHEREAS the company has sent a copy of the notice to the retiring auditor;

AND WHEREAS
the company has received from the retiring auditor representation in writing requesting notification of the said representation to the members of the company;

AND WHEREAS
it is too late to send the representation to every member of the company or be read at the ensuing annual general meeting which will amount to needless publicity of defamatory matter.

NOW, THEREFORE,
it is resolved that an application be made to the Company Law Board pursuant to section……….of the Companies Act, 1956 for obtaining an order directing the company not to send out copies of the representation and not to read out the representation at the ensuing annual general meeting;

RESOLVED
further that the Secretary of the company be and is hereby authorized to make an application to the Company Law Board and to sign all documents and papers in connection therewith and to take each and every step that may be necessary in connection therewith and incidental or ancillary thereto including appointing authorized representative to appear before the Company Law Board from time to time.

Sec. 227(4) - Appointment of Internal Auditor - Board Resolution

"RESOLVED
that M/s Gupta Amit & Co., Chartered Accountants, be and are hereby appointed as Internal Auditors of the Company to introduce adequate internal control procedure as required by Manufacturing and Other Companies (Auditor’s Report) Order, 1988, and shall report to the Managing Director of the company directly.

RESOLVED
further that the Internal Auditors be paid a remuneration of Rs. 1,00,000/- per annum plus out-of-pocket expenses of Rs. 2,500/-."

Sec. 228 - Appointment of Branch Auditor - Board Resolution

"RESOLVED
that M/s. Gupta Amit Co., Chartered Accountants,………….., Delhi, be and are hereby appointed as the Auditors, as authorized by the members of the Company in Annual General Meeting held on the…………., 200……. In that behalf, for auditing Bombay branch accounts of the Company for the financial year ………….at a remuneration of Rs…………..plus reimbursement of any out-of-pocket expenses incurred in connection with such auditing by the said Auditors."

Sec. 233A - Application to Central Government for special audit of XLtd. - Board Resolution

"WHEREAS
this company, Y Ltd., is a shareholder holding more than ten per cent of paid-up share capital of X Ltd.;

AND WHEREAS
the affairs of Z Ltd. are not being managed in accordance with sound business principles or prudent commercial practices inasmuch as huge amount is being spent on contract labour and the cold storage plant is being operated and factory is being run without any business;

AND WHEREAS
huge amount of loan has been obtained by the company endangering the solvency of the company;

NOW, THEREFORE,
it is resolved that a complaint be made to the Central Government under section 233-A of the Companies Act, 1956 detailing the aforementioned facts and requesting for appointment of a special auditor to investigate the affairs of the company."

Sec. 233B - Application to Central Government for Appointment of Cost Auditor - Board Resolution

"RESOLVED
that subject to the approval of the Central Government pursuant to the provisions of sub-section (2) of section 233B read with section 224 (1B), Shri .........., a Cost Accountant be and is hereby appointed as Cost Auditor to conduct the audit of the cost accounts of the company in respect of its Cable Unit situated at Gurgaon Industrial Estate for the financial year 1999-00 at a remuneration of Rs. 45,000/- plus actual out-of-pocket expenses."

Sec. 233B - Report on audit of cost accounts by the Cost Auditor - Board Resolution

"WHEREAS
Shri. ................., a Cost Accountant, who was appointed as Cost Auditor, to conduct the cost audit of the Company, vide Board resolution dated the…………, 200……., has submitted his report in respect thereto which is hereby tabled and perused, and the comments and reservations made therein noted;

NOW THEREFORE,
it is resolved that pursuant to sub-section (7) of section 233B, a full report be prepared incorporating necessary information and explanations on every reservation or qualifications made in the said report and forward the same to the Central Government along with the copy of such report."

Sec. 234(1) - Furnishing information to Registrar - Board Resolution

"WHEREAS the Registrar of Companies has asked for information and explanation with respect to documents filed with the Registrar;

NOW THEREFORE
it is resolved that all officers of the Company do furnish the requisite information and explanation to the Managing Director who will file the necessary reply to the Registrar."

Sec. 237 - Application to Company Law Board with a request for ordering investigation - Board Resolution

"WHEREAS
there are the following circumstances which suggest that the business of Hindalco Co. Ltd. is being conducted with intent to defraud its creditors, members or other persons or otherwise for a fraudulent or unlawful purpose or in a manner oppressive of its members or that the company was formed for any fraudulent or unlawful purpose, namely, that-

(a)………….....................

(b).....................................

(c)……………………….

(d)……………………….."

(here set out the circumstances)

OR

"WHEREAS
there are the following circumstances suggesting that persons concerned in the formation of the company or the management of its affairs have in connection therewith been guilty of fraud, misfeasance and other misconduct towards the company or towards its members, namely, -

(a)………………………

(b)……………………….

(c)……………………….

(d)………………………."

(here set out the circumstances)

Sec. 254 - First Directors - Board Resolution

"RESOLVED
that Shri ......, Shri.......and Shri........., who have subscribed their names to the Memorandum of Association of the Company shall be deemed to be the Directors of the Company".

Sec. 255 - Appointment of director in the case of a Private Company - Board Resolution

"RESOLVED
that Shri ............., General manager (Production) be and is hereby appointed as a director on the Board of the Company."

Sec. 255 - Alterations of articles for appointment of directors - Board Resolution

"RESOLVED
that subject to the approval of members of the Company at a general meeting article 26A as worded herein below, be inserted after article 26 of lthe Articles of Association of the company:

"26A: All the directors of the company shall retire at every annual general meeting and directors of the company shall be appointed at every annual general meeting."

RESOLVED
further that an Extraordinary General Meeting be held for this purpose and the Secretary of the Company be ordered to issue notices of the said general meeting along with the explanatory statement as per drafts tabled before this meeting and approved".

Sec. 257 - Individual notices sent for persons other than retiring directors to stand for directorship - Board Resolution

"WHEREAS
a notice had been received from a member proposing the candidature of Shri. ........, as director of the Company with a deposit of Rs. 500/-;

AND WHEREAS
the notice of the annual general meeting has already been dispatched to the members;

NOW THEREFORE
it is resolved that individual notices be served on members about candidature for the office of directorship received from a member, there being more than 15 days left for the holding of the annual general meeting."

Sec. 257 - Advertisement given of persons other than retiring directors to stand for directorship - Board Resolution

"WHEREAS
a notice had been received from a member proposing the candidature of Shri. ........... as director of the company with a deposit of Rs. 500/-;

AND WHEREAS
the notice of the annual general meeting has already been dispatched to the members;

NOW THEREFORE
it is resolved under the proviso of sub-section (1-A) of section 257 of the Act that instead of serving individual notices upon the members the candidature of the director as aforementioned be advertised in the The Hindustan Times and Rajasthan Patrika, who English dailies circulated in Jaipur where the registered office of the company is situate. Secretary of the company be and is hereby authorized to have the draft of the advertisement approved by the Managing Director before issuing the same."

Sec. 260 - Appointment of Additional Director - Board Resolution

"RESOLVED
that Shri .........., be and is hereby appointed as Additional Director of the Company pursuant to section 260 of the Companies Act, 1956, and article .............of the Articles of Association of the company."

Sec. 262 - Appointment of director to Fill up casual vacancies - Board Resolution

"RESOLVED
that Shri. .............., be and is hereby appointed as a Director of the Company to fill up the casual vacancy caused due to Shri. ...............vacating his office as a Director of the Company before the expiry of his term of office and that Shri. .............is to hold office till the date the outgoing Director Shri. ..............would have held office."

Sec s. 268/310/311 - Variation of the terms of agreement with Managing Director - Board Resolution

"RESOLVED
that subject to the approval of the Company at a General Meeting and the Central Government, clause…………..of the agreement dated the…………., 200……., between the company and Shri. AB, the Managing Dirctor of the Company, which requires unfurnished accommodation to be provided, be and is hereby amended by substitution of the word `furnished’ in place of `unfurnished’."

Sec. 268 - Appointment of director nominated by a body corporate / Financial Institutions - Board Resolution

"WHEREAS
the chairman has tabled before the meeting a letter dated…………. from M/s. ………… appointing Shri……….. as their nominee on the Board of the Company on and from…………..;

AND WHEREAS
the said Shri…………. has consented to act as a director of the company vide his letter dated………… a copy of which is tabled before the meeting;

NOW THEREFORE
it is resolved that the said letter be noted and taken on record, and that the secretary be directed to file the necessary returns relating to the appointment of Shri…………. with the Registrar of Companies."

Sec. 269 - Appointing Managing Director/Whole-time Director - Board Resolution

"RESOLVED
that subject to the approval of the Central Government under section 269 and other applicable provisions of the Companies Act, 1956, Shri. ........., be and is hereby appointed as the Managing Director of the Company for a period of five years commencing from the……….,200……, on the remuneration and on the terms and conditions as embodied in the draft agreement, a copy of which is tabled and authenticated by the Chairman."

Sec. 269 - Re-appointing Managing Director/Whole-time Director - Board Resolution

WHEREAS
the company had sufficient profits to pay Shri. ..............., the Managing Director of the Company as per Schedule XIII, in his last tenure of appointment;

"AND WHEREAS
the Company does not have sufficient profits and the payment of remuneration to him on re-appointment will exceed the ceiling given in Schedule XIII;

"NOW THEREFORE
it is resolved that subject to the approval of the Central Government under section 269 and other applicable provisions of the Companies Act, 1956, Shri. ..........., the Managing Director of the Company, be and is hereby re-appointed as Managing Director of the Company for a further period of five years from....................on a remuneration to be sanctioned in this behalf by the general body and on the terms and conditions contained in the agreement, a draft of which is tabled before the meeting and initialed by the Chairman."

Sec. 269(7) - Reference to Company Law Board by Central Government for appointment made without Govt. approval - Board Resolution

WHEREAS
the company is a member of BC Co. Ltd. holding 15,000 equity shares of Rs. 100/- each;

AND WHEREAS
the company has got information that the Managing Director of the said company was appointed without the approval of the Central Government;

AND WHEREAS
under section 269(7) of the Company Act, 1956, the Central Government, if on any information received by it is of the opinion that any appointment of Managing Director has been made under section 269(2) without the approval of the Central Government in contravention of the requirement of schedule XIII, can refer the matter to the Company Law Board for decision.

NOW, THEREFORE,
it is resolved that an application be made to the Central Government pursuant to section 269(7) of the said Act.

RESOLVED
further that the Secretary of the Company be and is hereby authorized to make an application to the Central Government and to sign any documents and papers in connection therewith and to take every step that may be necessary or expidient for making the said application to the Central Government or in connection therewith or incidental or ancillary thereto.

Sec. 283(1)(g) - Grant of leave of absence to Director - Board Resolution

"RESOLVED
that Shri. A, a Director of the Company be is hereby granted leave of absence from attending Board Meetings for a period of…………from this date."

OR

"RESOLVED
that Shri. A, a Director of the Company be and is hereby granted leave of absence from attending this meeting".

Sec. 283(1)(g) - Leave of absence of Directors - Board Resolution

"RESOLVED
that leave of absence be and is hereby granted to Shri Z and that Shri P, be and is hereby allowed to attend the Board Meeting in his place."

OR

"RESOLVED
that Shri Y be and is hereby granted leave of absence from attending the meeting of the Board of Directors for a period of four months from the date of this Board Meeting, that is 12th May, 2000."

Sec. 285/Regna. 73 - Fixing a date of the Board Meeting - Board Resolution

"RESOLVED
that in future the Board Meetings of the company be convened at the Registered Office of the company on the last Monday falling in the months of March, June, September and December."

Sec. 287 - Adjourning meeting for want of quorum - Board Resolution

"RESOLVED
that the meeting of the Board of Directors convened on………. be and is hereby adjourned to ………….. for want of disinterested quorum."

Sec. 288 - Adjournment of board meeting - Board Resolution

"WHEREAS
this meeting of the board was called with due notice and was scheduled to be held on……….. 200………….;

AND WHEREAS
only two director out of the seven directors of the Company was present at the Board Meeting;

NOW THEREFORE
it is resolved, subject to confirmation by the directors at the next meeting, that this meeting of the board of directors be adjourned by a fortnight and be held on ………… 200………."

Sec. 289/Regna.81 - Confirmation of resolution passed by circulation - Board Resolution

"RESOLVED that the
under noted resolution passed by the Directors by circulation be and is hereby confirmed:-

"................................................................................................................................................................................."

Sec. 289 - Confirmation of resolution passed by Directors by circulation - Board Resolution

"RESOLVED
that the under noted resolution(s) passed by Directors by circulation on 18th September,2000, be and are hereby confirmed.

"'................................................................................................................................................................................"

Miscellaneous - Confirmation of previous minutes - Board Resolution

"RESOLVED
that the minutes of the Board Meeting held on............................. be and are hereby confirmed".

Miscellaneous - Revaluation of assets - Board Resolution

"RESOLVED
that the assets of the company mentioned hereunder be and are hereby revalued as per the revised value indicated against each and that he appreciation as a result of the revaluation be credited to the Capital Reserve Account of the company.

Description Book value Revised Appreciation of Assets value

-------------- -------------- ----------- -----------------

1.

2.

3.

4.

Miscellaneous - Writing off of bad debts - Board Resolution

"RESOLVED
that the amounts noted against each of the items mentioned below appearing in the books of account of the company for the financial year ended on 31st March, 1998, be and are hereby written off.

Item No. Amount Justification for writing off of the amount

----------- ---------- --------------------------------------------------."

1.

2.

3.

4.

Miscellaneous. - Increase in capital expenditure - Board Resolution

"RESOLVED
that the consent of the Board of Directors be and is hereby given to the company for the additional expenditure already incurred / to be incurred by the company against each of the items mentioned below :

Item of Capital Sanctioned Revised Additional

Expenditure Estimates Estimates Expenditure

------------------- -------------- ------------ ---------------

1.

2.

3.

4.

Miscellaneous - Amendment to Resolution - General Meeting Resolution

"RESOLVED
that Resolution No. 7 passed at the Extraordinary General Meeting of the Company held on 28th May, 1996 be and is hereby altered in the manner following:-

(a) For the figures and words "5% per month" occurring in third line in the said resolution, the figures

and words "10% per annum" shall be substituted; and

(b) For the words "the Directors" occurring in last line in the said resolution, the words "Shri S, Managing Director" shall be substituted."

Miscellaneous - Rescinding of Resolution

"RESOLVED
that the resolution No…………. passed by the Board of Directors at its 23rd meeting held on 27th May, 1999, be and is hereby rescinded."

Sec. 291 - Selling of company’s products - Board Resolution

"RESOLVED
that the offer of M/s. Cummins & Co. Ltd. to purchase the products manufactured by the Company at the rate of Rs. 250/- per tonne be and is hereby approved, subject to the said M/s. Cummins & Co. Ltd. agreeing for a minimum of take of 500 tonnes per month on one month’s credit."

Sec. 291 - Resolution Rescinding earlier resolution - Board Resolution

"RESOLVED
that the resolution passed at the Board Meeting on Shri.........., a Director of the Company, in respect of ……….. equity shares of the aggregate value of Rs……… out of the total issue of ……… equity shares proposed to be issued by the Company, be and is hereby rescinded and the Secretary of the Company is directed to inform Shri ................ of the rescission.

Sec. 291 - Approval of list of creditors - Board Resolution

"RESOLVED
that payment be and is hereby authorized to be made to the creditors of the Company as set out in the list of creditors tabled before the meeting, and initialed by the Chairman."

Sec. 291 - Co-availing service of an executive - Board Resolution

‘RESOLVED
that the services of Shri.......... , a Senior Technician employed by the Company, be made available to the under-noted companies with effect from the ……… 200…., on terms that all expenses on account of his remuneration, perquisites, entitlements, benefits (expressed in terms of money), as may from time to time, be applicable, be shared equally by -

M/s. Cummins & Company Limited

M/s. Hindalco & Company Limited."

Sec. 291 - Submission of a dispute before an arbitrator - Board Resolution

"WHEREAS
a letter dated the …….., 200…, from the Chief Engineering…..............…, Project, Government of India disagreeing with the company’s contention for a wage escalation due to introduction of the Gratuity Act was received;

AND WHEREAS
the company’s liability therefore, was tabled before this meeting;

NOW THEREFORE
it is resolved that the matter be and is hereby referred to the body of the arbitrators, pursuant to the terms of clause...........…… of the agreement between the company and the Government of India through the Chief Administrator,……......................… Project, Ranchi, for arbitration over the claim of the company in respect of wage escalation.

RESOLVED
further that Shri. .........., a Director, and Shri. ..............., the Chief Engineer of the Company, be and are hereby authorized jointly to represent the Company’s contentions before such body of arbitrators the composition of which had been earlier agreed upon by the Company."

Sec. 291 - Gratuity payable to staff - Board Resolution

"WHEREAS
the Board noted that the Gratuity Act being applicable to the Company, it would be a liability of the Company to pay gratuity to such staff as are covered under the said Act, on retirement from the services of the Company;

NOW THEREFORE
it is resolved that an assessment of liability of the Company for payment of gratuity on accrual basis as at 31st March,……........ by a qualified actuary, be and is hereby made.

RESOLVED
further that a fund, pursuant to a scheme, a copy whereof authenticated by the Chairman, was tabled at this meeting, be and is hereby approved and that Shri…........…, a Director, and Shri. ……, the Finance Manager, and Shri……, an employee of the Company, be the first trustees of the aforementioned Gratuity Fund of the Company.

RESOLVED
further that the seal of the Company be affixed to the deed of trust as hereinbefore approved and expressed to be made between the said trustees on the one part and the Company on the other part in presence of Shri. ...........and Shri. ............, the Directors of the Company pursuant to Article……. of the Articles of Association of the Company."

Sec. 291 - Revocation of authorization to operate a bank account - Board Resolution

"RESOLVED
that Shri…......., a Director of the Company, and Shri……, a Chief executive of the Company, having resigned from their respective posts in the company, the authority conferred on the said Shri. .......and Shri. ............to operate the bank account of the Company vide Board Resolution, dated the …….., 200…., be and is hereby revoked and that the Company’s bankers,……. Bank, ….. Branch, Jaipur - 302004 be advised accordingly.

RESOLVED
further that the Bank be and is hereby advised to treat all documents, cheques, negotiable instruments or any other documents or orders signed by the aforementioned Director and the senior executive and pending before he aforementioned date of revocation of authority but not presented to the bank or not paid or remaining pending as on the date of revocation, be treated as valid and binding on the company, and that the Company agrees to accept as valid any such documents retained, paid or negotiated even subsequent to the aforementioned date of revocation of authority.

RESOLVED
further that a copy of this resolution be sent to the Bank for notification duly certified under the signature of the Chairman hereof."

Sec. 291 - Payment of salaries to employees - Board Resolution

"RESOLVED
that the payment of salaries to workers and officers of the Company be made in accordance with the schedule tabled before the meeting and initialed by the Chairman for purposes of identification."

Sec. 291 - Payment of bonus to employees - Board Resolution

"WHEREAS
there exists an allocable surplus computed under the provisions of sections 4, 5 and 6 of the

Payment of Bonus Act, 1965;

AND WHEREAS
it has been mutually agreed that………… per cent of such allocable surplus would be applied for Payment of bonus to the employees;

NOW THEREFORE
it is resolved that Bonus to the extent of ………… of the gross wages and dearness allowance be paid to every employee in respect of the immediate preceding accounting year ending on …………. 200…… within ……….. 200….. and that the balance of Rs. …….. be carried forward as `set on’ under section 15 of the Payment of Bonus Act, 1965."

Sec. 291 - Payment of minimum bonus - Board Resolution

"WHEREAS
the Company has earned a small profit after charging and adjustment of all working expenses and bad and doubtful debts and depreciation;

AND WHEREAS,
there is a deficit of `allocable surplus’ if computed for the purpose of the Payment of Bonus Act, 1965 and whereas, it has been made compulsory to pay a flat amount of Rs. 200/- to each employee of the establishment/factory as annual bonus;

NOW THEREFORE
it is resolved that a sum of Rs. ……….. (Rupees ………. Only) be paid as bonus to all the employees whether employed in the factory, branches or in the head office as annual bonus under the Payment of Bonus Act, 1965, so that each employee gets a gross amount of Rs. 200/- as bonus irrespective of his/her annual earnings and the percentage thereon.

RESOLVED
further that the deficit indicated by `set off’ under section 15 of the aforementioned Act be carried forward for adjustment with the next year’s allocable surplus if there be any."

Sec. 291 - Resignation of a Director - Board Resolution

"RESOLVED
that while expressing sincere appreciation of the Board for the efficient and matured advice of Shri……, to this company during the tenure of his office as a Director of the company, that his resignation be and is hereby accepted being effective from……….., 200…, as per his letter dated the…………., 200…, which is produced before this meeting."

Sec s. 291/2(26) - Dismissal of a Managing Director - Board Resolution

"RESOLVED
that the service of Shri………, the Managing Director of the Company, be dispensed on and from the expiry of three months from date and that the said Shri.............., be also given the option to tender his resignation from the Board of Directors with effect from any date earlier than the period of the said three months."

Sec. 291 - Dismissal of employee - board Resolution

‘RESOLVED
that Shri………… the Additional Manager (Perssonal) of the Company be and is hereby relieved of his duties and is terminated from service with effect from……….(or forthwith).

Sec. 291 - Resignation from the services by the whole-time Director/General Manager/Secretary - Board Resolution

"RESOLVED
that Shri. ..............., a whole-time Director of the Company, be and is hereby released with immediate effect after waiving the condition of requiring him to give two months’ piror notice before leaving the services of the Company, such waiver being permissible in terms of the agreement between the Company and Shri. ..............,and that all the dues payable to Shri. .............., as per terms of the agreement be settled and that the Secretary of the Company be instructed to convey the thanks of the company to Shri. ................, the General Manager, for carrying out his duties for long years diligently and faithfully."

Sec s. 291/257 - Company serving notice under section 257(1) to nominate a director in another Company of which it is a member - Board Resolution

"WHEREAS
the Company is a member of M/s. Cummins & Company Limited;

AND WHEREAS,
the Company wishes to propose the appointment of Shri…………., a Director of this company on the Board of M/s. Cummins & Company Limited;

AND WHEREAS,
the Company for the aforementioned purpose intends to serve a notice pursuant to section 257(1) of the Companies Act, 1956, signifying the candidature of Shri. ...............,the office of Director in the ensuing Annual General Meeting of M/s. Cummins & Company Limited to be held on the ……, 200….., the text of the notice pursuant to section 257(1) of the Companies Act, 1956, being produced hereunder at this meeting;

NOW THEREFORE
it is resolved to serve a notice under section 257 in this behalf and that the Secretary be authorized to serve notice to the said M/s. Cummins & Company Limited in respect of such appointment and also to make a deposit of Rs. 500/- with Cummins & Company Ltd. as required under the said section."

Sec. 291 - Authority to the solicitors/lawyers to initiate action on behalf of the company - Board Resolution

‘WHEREAS
there had been infringement of certain Trade Mark of which the Company is the registered user;

AND WHEREAS
considering that such infringement may hamper business interest of the Company;

NOW THEREFORE
it is resolved that M/s. Bapna & Company, the solicitors of the Company, be and are hereby authorized to initiate action, give notice and take any other legal action as they may consider proper and, if necessary, institute any legal proceedings / suit in this behalf."

Sec. 291 - Retainership to a lawyer as a lump sum fee - Board Resolution

‘RESOLVED
that M/s………….. be appointed as Lawyers for the Company on and from………. at a retainership of Rs………. Per month."

Sec. 291 - Authorisation regarding legal action - Board Resolution

"RESOLVED
that Shri. .............., Secretary of the Company be and is hereby authorized to institute or defend legal proceedings, civil or criminal, for and on behalf of the Company and for this purpose, to verify, sign, affirm and/or present pleadings, petitions, affidavits, statements and vakalatnamas, engage counsel and tender evidence both oral and documentary in this connection."

Sec. 291 - Authority for settlement of legal dispute - Board Resolution

"RESOLVED
that the legal dispute between Cummins & Co.Ltd. and the Company pending as civil suit No. …….. on the file of ……. Court, be and hereby is settled on the following terms namely :-

1………….....................................

2…………………………………..

3…………………………………..

4.......................................................

RESOLVED
further that Shri ........., the Secretary of the Company be and is hereby authorized to sign all necessary papers to enable the company’s lawyers to obtain a consent order of the court on the basis of the above settlement."

Sec. 291 - Authorization to Managing Director to incur capital expenditure - Board Resolution

"RESOLVED
that Shri................. , the Managing Director of the Company, be and is hereby empowered to incur expenditure of a capital nature, subject to a maximum limit of Rs……….. during one financial year."

Sec s.291/ 210 - Revaluation of fixed assets - Board Resolution

"RESOLVED
that the fixed assets of the Company, mentioned below, being unrepresentative of the value these can fetch under the prevailing market price, especially the land and buildings which were acquired and constructed, be and are hereby revalued as per the recommendation of M/s. Cummins & Company, the valuers and builders , who were appointed some months back and whose valuation report is hereby tabled and accepted :

Situated at Present book value Revised Value

Rs. Rs.

1. Land under Dag No…… 2,50,000 7,85,000

Measuring……

2. Land under Dag No…… 5,85,000 16,65,000

Measuring…...

RESOLVED
further that the appreciation as above over book value be transferred to Capital Reserve Account of the Company and that such reserve should not be utilized until such measures are taken as are provided in article … of the Articles of Association of the Company."

Sec. 291 - Performance guarantee/guarantees for advance against contract - Board Resolution

"RESOLVED
that the Company’s bankers, ………. Bank, ……… Branch, Jaipur - 302004, be and is hereby requested for the issue of a guarantee for rupees One hundred lacs in favour of Heavy Vehicles & Machinery Company, Faridabad, Haryana incorporating in the said guarantee certain specific terms, as may be required by the said Company, for the purpose of negotiating a contract with them for commissioning on turnkey basis a chemical plant by …………, 200.... for a contracted amount of Rs. 5.00 crores, the terms and details of which are incorporated in the draft agreement to be entered into between the Company and the Corporation, and submitted to this meeting.

RESOLVED
further that Shri…….. and Shri………, the Directors of the Company, be and are hereby jointly authorized to execute such counter-guarantee for a equivalent amount in favour of the Bank, in the form as required by the said Bank."

Sec. 291 - Reference to the solicitors for legal action - Board Resolution

"WHEREAS
the Company’s debtor, M/s. Cummins & Company Limited, is not paying its debts in spite of vigorous persuasion and follow up by the Company for the last three years;

AND WHEREAS
the debt is doubtful of recovery and legal action is necessary for the realization of the debt;

NOW THEREFORE
it is resolved that relevant papers be handed over to the solicitors of the Company to apply to the Court for the winding up of M/s. Cummins & Company Limited and realize the assets therefrom in satisfaction of the debts of the Company.

RESOLVED
further that Shri. ………. or Shri. ………….., the Directors of the Company, individually be and is hereby authorized to swear / oath affidavit and sign any document required by the solicitors and do all and everything for the implementation of the legal action considered hereinabove."

Sec. 291 - Agreement with the employees’ union

"RESOLVED
that approval be and is hereby accorded to the agreement made between the company and the employees’ union for a period of five years from the date of execution thereof, as per the draft of a memorandum of agreement between the company on the one part and the employees’ union on the other part, codifying the conducts of employer-employee relationship, the procedure for promotion and increment,retrenchment and lay off of workers , office hours and discipline and procedure for mutual settlement of disputes without resorting to strike or lock-out, etc., tabled before this meeting.

RESOLVED
further that Shri…….. or Shri………., the Director of the Company, be and is hereby authorized to sign such Memorandum of Agreement (MOA) with the employees’ union with authority to vary, modify, correct or rectify the portions necessary in such agreement at his/their absolute discretion."

Sec. 291/Reg. 12 - Enforcement of lien by sale of shares - Board Resolution

"RESOLVED
that shares numbered…..to…. (both inclusive), be and are hereby sold at the previling market price and that Shri. ……… a Director of the Company, be authorized to execute the necessary transfer deed as the transferor, pursuant to article……. of the Articles of Association of the company."

Sec. 291/Reg. 24 - Fees on registration of documents - Board Resolution

"WHEREAS
clause 9 of the Listing Agreement entered into with the Bombay Stock Exchange Association, requires the Company not to charge any fees in this behalf.

NOW THEREFORE
it is resolved that fee for registration of probate, letters of administration, death certificates relating to any member/debenture-holders, certificate of marriage and powers of attorney in relation to any matter submitted to the Company be not charged.

RESOLVED
further that the Article…….. of the Articles of Association of the Company conferring power on the company to charge fees in such events, be suitably amended by calling a General Meeting, in conformity with clause 9 of the Listing Agreement entered into with the Bombay Stock Exchange."

Sec.291/Reg. 65 - Reimbursement of expenses to Directors - Board Resolution

"RESOLVED
that approval be and is hereby accorded to the reimbursement of traveling expenses and out-of-pocket expenses as per the bill for Rs…….. for attending Board meeting held on the…., 200…., to Shri….., a Director of the Company."

Sec. 291 - Insurance of company’s property - Board Resolution

‘RESOLVED
that the Policy of Insurance covering the Company’s factory, buildings, plant, machinery and stocks against fire and flood are tabled before the meeting duly initialed by the Chairman, be and is hereby approved and Shri............, a Director of the Company be and is hereby empowered to execute the Policy of Insurance under the common seal of the Company.

RESOLVED
further that the Secretary of the Company is hereby directed to issue a cheque favouring the Insurance Company in respect of the premium due on the policy."

Sec. 291 - Approval of budget - Board Resolution

‘RESOLVED
that the annual budget of the Company is respect of advertising and publicity expenditure for the period…….. to………. be and is hereby approved."

Sec. 291 - Ratification of act of Managing Directors - Board Resolution

"RESOLVED
that the borrowing of a sum of Rs. …….. by the Managing Director of the Company from…………

financial institution on the terms and conditions set out in the General Form of Loan Agreement, a copy of which is tabled before the meeting, duly initialed by the Chairman for purposes of identification thereof, be and is hereby ratified and approved.

RESOLVED
further that Shri.........., and Shri............., Directors of the Company be and are hereby jointly authorized to sign and execute the loan documents, under the common seal of the Company, in the manner provided in the Articles of Association of the Company.

Sec. 291 - Revision of scales of pay pursuant to agreement with employees - Board Resolution

"RESOLVED
that approval be and is hereby accorded to the revision in the scales of pay of Class II Employees in terms of the agreement entered into between the Company and the employees’ union, a copy of which is tabled before the meeting, duly initialed by the Chairman."

Sec. 291/Reg. 87 - Transfer from reserves - Board Resolution

‘RESOLVED
that a sum of Rs……… be and is hereby transferred from the general reserves of the company to its profit and loss account for the purpose of being utilized to write off the preliminary expenses of the company."

Sec. 291/Regn. 87 - Transfer of amount from general reserve to profit and loss account - Board Resolution

"RESOLVED
that the following amounts be and hereby are transferred from the general reserve of the Company to the profit and loss account of the Company for the purposes indicated below :

1. Rs. …………. - Preliminary expenses

2. Rs………… Goodwill written off."

Sec. 291/Regna. 87 - Transfer of amount to General Reserve Account - Board Resolution

"RESOLVED
that a sum of Rs. ………… be transferred to the General Reserve out of the profits of the year ended 31-3-1999 in compliance with Rule 2 of the Companies (Transfer of Profits to Reserves) Rules, 1975."

Sec. 291 - Assigning duties to principal officer called but not really Directors - Board Resolution

"RESOLVED
that the senior rank officers of the Company holding the position of departmental Managers be designated as Sales Director, Production Director, Marketing Director,Personnel Director, Accounts & Finance Director, it being clearly understood that such Directors shall not be construed and, in fact, shall not be `Directors’ within the meaning of the Companies, 1956 or any other statute nor shall they have any of the power(s) of a Director within the meaning of the Companies Act,1956 or any other statute, and that the liability of the aforementioned departmental Directors be limited to the terms of the agreements only between the persons concerned and the Company and that they shall not be subject to any of the liabilities of the Directors under the Companies Act, 1956, or any other statute in force from time to time.

RESOLVED
further that the appointment, removal and fixing the terms and conditions of appointment of the aforementioned departmental Directors shall be determined by the Board and that the departmental Directors, as aforementioned, shall not have any right if access to the books of the Company except in the course of their official duties without specific sanction of the Board of Directors.

RESOLVED
further that the Board of directors, at their discretion, may choose to invite any of such departmental Directors to attend Board Meeting to explain only such matters as they may be called upon to apprise and that such Directors shall have no power otherwise to participate in discussion or deliberation of the Board Meeting nor have any right to vote thereat."

Sec. 291 - Agreement with depository for dematerialisation of shares - Board Resolution

WHEREAS
the company has received a direction from the Securities and Exchange Board of India dated………… 2000 asking the company to dematerialize its share with effect from ……….. 2000;

AND WHEREAS
the company approached the National Securities Depository Ltd. to be the depository of the company to hold its shares in the dematerialized form;

AND WHEREAS
the said National Securities Depository Ltd., has agreed to be the depository of the company.

NOW, THEREFORE,
it is resolved that a bipartite agreement as per the draft given by the bye-laws of the said depository and tabled before this meeting initialed by the Chairman for the purpose of identification be and is hereby entered into.

RESOLVED
further that the Secretary of the company be authorized to sign the said agreement on behalf of the company and other documents and papers as may be necessary from time to time in connection therewith and incidental or ancillary thereto.

Sec. 291 - External commercial borrowing of US $ 7.5 million - Board Resolution

WHEREAS
the company is proposing to expand its existing capacity from 25,000 tons to 50,000 tons;

AND WHEREAS the said expansion is proposed to be financed by obtaining external commercial borrowing of US $ 7.5 million by way of bank loans and credit limits;

NOW THEREFORE,
it is resolved that external commercial borrowing of US $ 7.5 million be and is hereby obtained by making an application to the Reserve Bank of India, Exchange Control Department, Central Office, Mumbai;

RESOLVED
further that the Secretary of the company be and is hereby authorized to make the aforementioned application in the prescribed format enclosing necessary documents and papers and to do each and everything that may be necessary in connection therewith or ancillary or incidental thereto.

Sec. 291 - External commercial borrowing of US $ 75 million - Board Resolution

WHEREAS
the company is proposing to make a new investment by putting up a new plant at village……. Tehsil............,District……….. in the State of Rajasthan;

AND WHEREAS
the said new investment is proposed to be financed by obtaining external commercial borrowing of US $ 75 million by way of supplier’s credit and guurantee of EXIM Bank of U.S.A.;

NOW, THEREFORE,
it is resolved that external commercial borrowing of US $ 75 million be and is hereby obtained by making an application to the Joint Secretary (ECB), Department of Economic Affairs, Ministry of Finance, North Block, New Delhi - 110 001;

RESOLVED
further that the Secretary of the company be and is hereby authorized to make the aforementioned application in the prescribed format enclosing necessary documents and papers and to do each and everything that may be necessary in connection therewith or ancillary or incidental thereto.

Sec s. 291/81/Regna. 96 - Table A - Allotment of fractional shares in a bonus issue - Board Resolution

"RESOLVED
that in terms of the resolution of the general body passed at the Extraordinary General Meeting of the company held on……… an aggregate of………. New equity share representing fractions in the bonus issue, be and are hereby consolidated into marketable lots of……..equity shares and allotted to Shri. .......,a trustee of ABC Trust for sale at prevailing market prices.

RESOLVED
further that the net sale proceeds after defraying the expenses of the sale be distributed to the shareholders entitled to fractional shares in proportion to their respective holdings."

Sec s. 291/81/Regna. 96 - Recommendation of Bonus Issue - Board Resolution

"RESOLVED
that subject to the approval of shareholders in General Meeting a sum of Rs…….. from and out of the General Reserves of the Company be capitalized and applied in payment of …………. No. of Equity Shares of Rs.... /- each forming part of Un-issued Capital which shares shall be allotted as bonus shares to the Members of the Company in the proportion of………. Bonus Shares for every……. No. of Equity Shares held by the Member on a date to be determined by the Board of Directors of the Company. Fraction be ignored and that such bonus shares shall rank pari passu in all respects with the existing equity shares of the company including entitlement for any dividends that may be declared in respect of the year ending.

RESOLVED
further that an Extraordinary General Meeting be called for and held on………at………. Hrs…………. to consider and pass necessary resolution for giving effect to this recommendation."

Sec s. 291/81/Regna. 96 - Conversion of partly paid into fully paid shares - Board Resolution

"RESOLVED
that subject to vetting by the Securities and Exchange Board of India and subject to such terms as it may impose, the sum of Rs…….standing to the credit of the company’s general reserve be capitalized and applied for paying up in full the uncalled liability of Rs……. Per share on the equity share issued by the company."

Sec. 292 - Guarantee given by Directors - Board Resolution

"RESOLVED
to note that Shri………. and Shri…….., the Directors of the Company, who are agreeable to give personal guarantee for the repayment of the credit lines sanctioned by the Bank would act as the joint and several guarantors such guarantee forming collateral security against the credit lines granted by the …………Bank,………..Branch, Jaipur-302004."

Sec. 292(1)(a) - Interest on call money arrears - Board Resolution

"RESOLVED
that interest at 18% per annum from 31-3-99 till date of payment be charged in respect of the arrears of call money due from the shareholders mentioned in the defaulters list, a copy of which is tabled before the meeting and initialed by the Chairman, and the Secretary of the Company be directed to inform the shareholders accordingly and issue a Public Notice in this behalf."

Sec s. 292(1)(b)/293(1)(d) - Power to issue debentures - Board Resolution

"RESOLVED
that the Board of Directors of the Company be and is hereby authorized and shall deemed to have always been so authorized to raise or borrow from time to time at its discretion by issue of redeemable non-convertible debentures of Rs. 100/- each carrying interest at the rate of 16% per annum up to a limit of rupees five crores.

RESOLVED
that the consent is hereby given to the company raising a loan of Rs. 2,00,00,000/- by issuing 2,00,000 redeemable non-convertible debenture of Rs. 100/- each carrying interest @ 15% per annum and securing the same by way of equitable mortgage through the deposit of the title deeds relating to the immovable property of the company, such debentures to be paid on or before 31st December, 1999, at the latest or at any time, at the option of the company after 31st December, 1999 on giving atleast three months’ prior notice to the holders of the debentures.

RESOLVED
further that the debentures shall be issued, pursuant to the deed of trust to be executed between M/s Cummins & Co. Ltd,as trustees and the Company as per draft tabled before the meeting duly initialed by the Chairman for purposes of identification.

RESOLVED
further that the said trust deed be executed by the Managing Director of the Company and any one of the Directors of the company under the common seal of the company.

RESOLVED
further that after execution of the trust deed, the debentures be offered for public subscription at par, the full amount thereof being payable on application and that the offer be made by way of prospectus in terms of the draft tabled before the Directors, duly initialed by the Chairman for purposes of identification.

RESOLVED
further that the Secretary of the Company be and is hereby directed to file with the Registrar of Companies a copy of the prospectus and to do all such acts and things as may be required in his connection with this.

RESOLVED
further that the schedule for advertising and circulating the prospectus tabled before the Board and initialed by the chairman for the purposes of identification be and is hereby approved and the Secretary of the Company be and is hereby directed to take necessary action.

RESOLVED
further that arrangements be made with the Punjab National Bank, Bhika Ji Kama Road ,through its main branch, New Delhi to make arrangement for receiving the subscription at all its branches in the Union Territory of Delhi and keeping the subscription so collected in a separate account captioned "15% redeemable non-convertible debenture."

Sec. 292(1)(c) - Borrowing of moneys otherwise than on debentures by way of unsecured loan - Board Resolution

"WHEREAS
the overdraft limit of Rs.......…..granted by the…… Bank,………. Branch, Jaipur- 302004, has almost reached the said level;

AND WHEREAS
the Company will have to pay Rs………..as the last instalment of advance tax pursuant to the Income-tax Act, 1961, within………., 200…;

AND WHEREAS
the Company approached M/s. Cummins & Co. Ltd, Jaipur - 302004, for an unsecured loan of the aforementioned amount of Rs………., repayable on the………….

NOW THEREFORE
it is resolved that the Company do borrow an amount of Rs……… from M/s. Cummins & Co. Ltd, carrying interest at the rate of……… per cent per annum provided that the monthly accrued interest shall become payable within ten days from the concluding date of the previous month."

Sec. 292(1)(c) - Power to borrow otherwise than on debentures within the limit approved by members -Board Resolution

"RESOLVED
that consent of the Board be and is hereby given to the Company borrowing from Banks, Financial Institutions etc., money(s) up to the limit of rupees ten lacs outstanding at any one time, apart from the money(s) already borrowed under any specific resolution and subject to the limit of rupees one crore fixed by the shareholders vide their resolution dated 1-5-1999, passed pursuant to section 293(1)(d) of the Act and that the Managing Director and any one other Director of the Company be and are hereby empowered jointly to execute on behalf of the Company all documents and to issue receipts, promissory notes etc., and to affix the common seal of the company thereon."

OR

"RESOLVED
that the Managing Director of the Company be and is hereby authorized to borrow money to the extent of Rs. 10 lacs from Banks on such terms and conditions as to repayment, interest or otherwise as he may think fit for the purpose of erection and installation of the plant at factory premises.

RESOLVED
further that the Managing Director be and is hereby authorized to execute all documents on behalf of Company which may be required to be executed for the purpose."

Sec. 292(1)(c) - Temporary Accommodation from Bank - Board Resolution

"RESOLVED
that the Company do borrow and accept the additional credit facilities to the limit of Rs. 100 Lacs, as in

principle agreed by…….. Bank, ……. Branch, Jaipur , on the terms and conditions as may be stipulated by the said bank secured by the pledge of imported steel goods and that a verified list showing price of each item authenticated under the signature of the Chairman be lodged with the said bank, the drawings carrying a rate of interest at the rate of…….. per cent per annum.

RESOLVED
further that in addition to the interest, the rent of the pledged godown, the salary of the godown-keeper and the drawans (payable monthly) be borne by the Company and that it will also reimburse any additional expenditure that may be incurred by the bank solely and wholely necessary for the maintenance of the pledged stock and pledged godown.

RESOLVED
further that Shri……….and Shri………, the Directors of the company, be and are hereby jointly and severally authorized to execute all necessary documents in this behalf."

Sec. 292(1)(c) :-Enhancement of interest on overdrawn cash credit limit - Board Resolution

"RESOLVED
that approval be and is hereby accorded to the increase in the rate of interest on the outstanding drawings from time to time against the cash credit facilities afforded by the……… Bank,…….. Branch, Jaipur - 302004, from the prevailing effective rate of 14 per cent per annum to 18 per cent per annum at quarterly rest with effect from ……….., 200…

RESOLVED
further that Shri…… and Shri………, the Directors of the company, be and are hereby jointly and severally authorized to execute all necessary documents as required by the bankers.

RESOLVED
further that the Secretary is hereby authorized to file the necessary return showing modification of charges with the Registrar of Companies."

Sec. 292(1)(c) - Borrowing from financial institutions - Board Resolution

"RESOLVED
that subject to approval in General Meeting, the Company do borrow from the…… Finance Corporation (hereinafter referred to as `the Corporation’) a sum of Rs. 2,50,00,000/- (Rupees two and a half crore) only, on the terms and conditions as set out in the standard form of the Loan Agreement (copy annexed hereto duly signed by the Chairman for the purpose of identification) subject, however, to such amendments, modifications, alterations, deletions and additions therein as may be mutually agreed to between the Corporation and Shri. …….. or Shri………, Directors of the Company, who be and are hereby jointly authorized to negotiate and finalise the terms and conditions contained in the standard form of the Loan Agreement, the salient features of which are tabled before the meeting in a statement.

RESOLVED
further that the aforementioned loan sanctioned by the Corporation, be secured by way of first charge by hypothecation/mortgage of the new machinery and equipment acquired/to be acquired by the company for the scheme of diversification/modernization and also by way of equitable mortgage of the existing lands, buildings, fixed machinery, plant and fixtures of the company.

RESOLVED
further that the said Loan Agreement containing the terms and conditions of the aforementioned facility, after finalisation, be approved by Shri. ……. or Shri. ……., the Directors, on behalf of the Company and that the same be executed under the common seal of the Company in the presence of Shri……….. and Shri. ………, two of the Directors, and the Secretary of the Company.

RESOLVED
further that the following documents, the standard form whereof are tabled before this meetings (duly signed by the Chairman of this meeting) be and are hereby approved subject to such changes and modifications as may be agreed between the Corporation and Shri. ……… or Shri. ……., the Directors of the Company:

(i) Deed of hypothecation for the machinery and equipment under the diversification scheme;

(ii) Deed of hypothecation for three plenomillers and three tarret lathes already installed in the premises of the company.

RESOLVED
further that Shri….. or Shri….., the directors of the Company, be and are hereby authorized to finalise all agreements, deeds, documents, letters of undertaking, declarations and other papers as may be required to be executed by the Corporation to secure the said loan and further do all such acts, deeds relating to the properties of the Company with the corporation with an intent to create an equitable mortgage in favour of the corporation and hypothecation of new machinery and equipment acquired / to be acquired for the scheme of its diversification as security for the said loan.

RESOLVED
further that the common seal of the Company be affixed to the deeds of release/ modification/ hypothecation /guarantee promissory notes and to such other documents as may be required to be executed under the common seal of the Company in favour of the Corporation to secure the aforementioned loan in the presence of Shri……. and Shri……. two of the Directors and the Secretary of the Company.

RESOLVED
further that Shri……. or Shri…….., the Director, of the Company be and is hereby authorized to take such steps and action for registration of the said documents with the Registrar of Companies and the Sub-Registrar of Assurances under the Registration Act, and /or for filing of the particulars of charges with the Registrar of Companies under the Companies Act, 1956, and also to do all other things as may be considered expedient and necessary by the Corporation for the completion of the transaction referred to above."

Sec. 292(1)(c) - Temporary borrowing of money other than on debenture - Board Resolution

"RESOLVED
that a sum of Rs. 50 lacs be borrowed from Global Financiers Ltd., against hypothecation of machineries in the factory ,which machineries at factory of the value of more than Rs. 1.25 crores;

RESOLVED
further that Shri. .........,and Shri. ..........,Directors of the Company be and are hereby authorized jointly to execute the deed of hypothecation."

Sec. 292(1)(d) - Investment of funds of the company - Board Resolution

WHEREAS
a letter dated the………….., 200...from the Collector of Central Excise, Delhi , was tabled stating that in order to execute a General Security Bond in Form No. B2 for Rs. 1,25,000/- in favour of the Chairman of the Board for the manufacturing of certain components using stainless steel, 7-Year National Savings Certificates for Rs. 3,000/- are required to be purchased and pledged in favour of the President of India.;

AND WHEREAS
the pledge holder in the instant case is the Assistant Collector who shall hold security for the utilization of the excise free godown, the Form No. B2 being the bond in the form prescribed under the excise manual which was tabled and perused;

"NOW THEREFORE
it is resolved that two 7-Year National Savings Certificates of Rs. 1.000/- each be bough in the name of the company and they be and are hereby endorsed in favour of the President of India and pledged through Shri…………, a Director of the Company, with the Assistant Collector of Central Excise as security under the Excise Rules together with the necessary bond in Form No. B2 of the Excise Manual for an amount of Rs. 1,25,000/-.

Sec. 292(1)(d) - Investment of funds of the company in Mutual Fund - Board Resolution

"RESOLVED
that a sum of Rs. 100 lacs, now remaining uninvested, be invested in Can Bank Mutual Fund, which investment has the possibility of yielding to the company a return of above 25% per annum."

Sec. 292(1)(e) - Power to make loans - Board Resolution

"RESOLVED
that a sum of Rupees ten lacs be given on loan to Shri........... , the officer of the Company for purchase of a house."

"RESOLVED
that surplus funds of the Company be utilized by giving laons not exceeding Rs. 50,000/- to any employee of the Company and subject to an overall limit of rupees ten lacs outstanding at any one time, for a fixed period not exceeding one year and carrying a rate of interest of not less than 18% per annum payable at quarterly rests and that the Managing Director of the Company be and is hereby authorized to disburse the loans on behalf of the company."

Sec. 292(1)(e) - Advancing loan - Board Resolution

"RESOLVED
that whereas M/s. Cummins & Co. Ltd. has approached the Company for a temporary accommodation for Rs. 1,50,000 for a period of one year carrying interest at the rate of 18 per cent per annum, and whereas the company has a surplus fund to lend on a temporary basis, Shri. .........., a Director of the Company be and is hereby authorized to advance up to a maximum of Rs. 1,50,000/- as loan to M/s. Cummins & Co. Ltd. of ………….., Delhi, on the security by way of pledging of shares/debenture bonds, the market value of which will adequately cover the amount of the loan to be advanced, carrying interest at the rate of 18 per cent per annum payable monthly.

RESOLVED
further that Shri………… be and is hereby authorized to settled the other terms and conditions of the loan, the repayment period of which shall not exceed one year from the date of the release of the loan by the Company, and the power under section 292(4) of the Companies Act, 1956, be exercisable forthwith subject to the limitations and restrictions contained in section 372A of the said Act.

"RESOLVED
further that the Company do advance Rs. 5,000/- through Shri. ............, the Factory Manager of the factory, to the Workers’ Canteen Committee repayable by suitable instalments within a period of two years from the date of disbursement thereof but without any interest being charged thereon.

"RESOLVED
further that a letter dated the…………, 200… from Shri. ......., the Sales Manager of the factory at……….., requesting for a loan of Rs. 35,000/- to assist hire purchase of a car for his personal as well as official use was tabled on the table and that the sanction be and is hereby accorded for the payment of Rs. 35,000/- for the aforementioned purpose to Shri. ..........., without interest repayable by way of deduction from his salary at the rate of Rs. 750/- per month unit full recovery is effected of the amount so advanced."

Sec. 292(1) proviso - Allotment/Share transfer committee - Board Resolution

"RESOLVED
that in terms of Article…….. of the Articles of Association of the Company, Shri………. and Shri……… be and are hereby appointed to constitute a committee of the Board of Directors to deal with the allotment of proposed 2,00,000 equity shares of Rs. 100/- each and transfer of shares in general and that such committee shall keep complete records of issue of share certificates under the seal of the Company in the manner required under the Companies (Issue of Share Certificates) Rules, 1960, and comply with the provisions thereof."

Sec. 292 (1) proviso - Adoption of Share Transfer Committee’s Report - Board Resolution

"RESOLVED
that the transfer of shares of the Company Comprised in the report of the Share Transfer Committee, tabled before the meeting and duly initialed by the Chairman be and are hereby noted and confirmed."

Sec. 292(1) proviso - Executive Committee - Board Resolution

"RESOLVED
that Shri. ………, and Shri. ………., be and are hereby appointed to constitute a committee of the Board of Directors, named as `Executive Committee’ to exercise the assignments hereunder mentioned and to continue to function as a committee unit otherwise resolved by the Board, to carry on the executive authority in the management of the company in relation to branch and factory administration, increments, transfer of staff, provided that such Executive committee shall have no power or authority in any of the following maters, namely -

(a) To appoint or dismiss any Director in the full-time employment of the company (Whole-time Director).

(b) Vary the remuneration including traveling expenses and sitting fees of any Director, whether whole-time or otherwise.

(c) Employ, discharge or release any senior executive officer of the company who is in receipt of Rs. 15,000/- per month or over."

(d) Make any decision affecting expenditure on capital outlay of more than Rs. 1,00,000/- under any single item or project.

Sec. 292(1) proviso - Purchase Committee - Board Resolution

"RESOLVED
that Shri………….. and Shri……….., Directors of the Company be and are hereby appointed to constitute a Purchase Committee of the Board of Directors with power to make any long term contract with any supplier of raw materials, chemicals or components, formulate purchase policy to be followed by the company in procurement of raw materials, components, formulate purchase policy to be followed by the company in procurement of raw materials and consumable stores of any description provided that such Purchase Committee shall refer to the Technical Committee in respect of purchase of any equipment, machinery or any replacement thereof, and that no commitment for capital expenditure shall be made by such Purchase Committee without prior approval of the Board of Directors of the Company."

Sec. 292(1) proviso - Technical Committee - Board Resolution

"RESOLVED
that Shri……….. and Shri………., the Directors of the Company, be and are hereby appointed to constitute a Technical Committee of the Board to deal with all technical problems involved in the production and maintenance of plant, disposal of effluence, etc., and that the following powers and authorities in relation to the matters involving technical skill be also delegated to the said committee:

Power to…………..

Power to………….., etc."

Sec. 292(1) Proviso - Delegation of power to borrow moneys, invest the funds of the company and to make loans - Board Resolution.

"RESOLVED,
pursuant to the provisions made in the proviso to sub-section (1) of Section 292, that the principal officer of the Company, namely, the Secretary of the Company, be and is hereby authorized to borrow moneys upto Rs. 10 lacs, invest the funds of the Company upto Rs. 30 lacs and make loans to any organization upto Rs. 20 lacs."

Sec. 293(1)(a) - Sale or disposal of undertaking - Board Resolution

"RESOLVED
that subject to the approval of the Company in General Meeting, the stamping unit of the Company which is incurring losses for last several years be disposed of by way of outright sale pursuant to the offer made by M/s. Cummins & Co. Ltd., dated the …………, 200…, which is hereby tabled and the terms of which after perusal and discussion are hereby approved."

Sec. 293(1)(a) - Raising loan by mortgage of fixed assets - Board Resolution

"WHEREAS
a letter dated the…….., 200…., from the Industrial Development Bank of India was tabled on the table approving in principle release of Rs. 10,00,000/- (Rupees ten lacs) only to the company for the purchase of a sophisticated milling machine from the Heavy Machinery & Tools Limited, Mumbai, on security by way of hypothecation of the machine;

NOW THEREFORE
it is resolved that the said machine be and is hereby bought and hypothecated along with the existing machineries of the company in favour of the said IDBI, on the terms which are hereby accepted, namely, that the loans so advanced by the IDBI shall be repayable in five years’ time and shall carry a rate of interest of eleven per cent per annum on the outstanding amount.

RESOLVED
further that Shri. ……….. and Shri. ……….., being the Directors of the Company, be and are hereby authorized jointly to execute the necessary documents under the seal of the Company, wherever required, in this connection, as per Article …….. of the Articles of Association of the Company."

Sec. 293(1)(b) - Allowing extension of time for the repayment of debt - Board Resolution

"WHEREAS
Shri…………, a Director of the Company, took an unsecured loan of Rs. 50,000 to meet partially the cost of a flat he has purchased, carrying nominal rate of interest at five per cent per annum;

AND WHEREAS the entire loan with interest thereon is repayable within a period of two years from the date of the advance of the loan;

AND WHEREAS
being unable to fulfil his commitment in respect of repayment of the aforementioned debt in full in stipulated time;

AND WHEREAS
he has now applied to the Board of Directors for extension of time for the payment of debt by another one year vide his letter dated the ……….., 200.., which is hereby tabled and perused;

NOW THEREFORE
it is resolved that subject to the consent of the Company being obtained in a General Meeting, the date of repayment of the balance of the debt amounting to Rs. 15,000/- due to Shri…………., a Director of the Company, be extended by further one year beginning from …….., 200... And that in case of default in paying any instalment, the balance outstanding shall become due and payable immediately."

Sec. 293(1)(c) -
Investment of compensation money other than in trustee securities - Board Resolution

"WHEREAS
the undertaking of the Company for generating and distribution of electricity has been taken over by the State Government pursuant to a notification No…………. dated the …… ,200… enacted subsequently as ………. Electric Supply (Acquisition of Undertaking) Act, 1976;

AND WHEREAS
the compensation agreed to be paid for the take-over of such undertaking has duly been received by the Company from the said State Government on the………, 200…;

AND WHEREAS
the Company has satisfied without litigation, arbitration or otherwise, all the outstanding liabilities of the creditors of the company as were on the date of the acquisition of the undertaking, in full settlement of such creditors;

AND WHEREAS
adequate surplus received as compensation after meeting all liabilities remain with the company to invest;

NOW THEREFORE
it is resolved that subject to the consent of the Company at a General Meeting , an amount of Rs. 75,00,000/- (Rupees seventy-five lacs) only be invested in purchase of equity shares in the capital of M/s. Cummins & Co. Ltd., a high dividend yielding company until Company’s scheme of manufacturing of High -Tech approved by the Central Government and the members at a General Meeting in due course."

Sec. 293 (1)(d) - Borrowings - Term loan - Board Resolution

"RESOLVED
that pursuant to the authority given by the members of the Company under sectin 293(1)(d) at a General Meeting held on the ……….. 200…, to the board of Directors, to borrow, within a limit of Rs. 2.5 crores, a further amount of Rs. 50 lacs from the …….. Bank, ……… Branch, Jaipur - 302004 , be borrowed as a medium term loan repayable within a period of nine years from the date of disbursement thereof to be covered by the security by way of equitable mortgage by deposit of the title deeds already made with the said Bank."

Sec. 293 (1)(e) - Contribution to employees’ welfare fund - Board Resolution

"RESOLVED
that subject to the approval of the Company at a General Meeting pursuant to section 293(1)(e) of the Companies Act, 1956 an amount of Rs. 5,00,000/- (Rupees five lacs) only be contributed to Army Wives Welfare Society, a society of the wives of the army personnel either in service or retired, formed for helping advancement of education and higher studies and making them self-employed by any other means."

Sec. 293(1)(e) - Donation - Board Resolution

"RESOLVED
that a sum of Rs. 25,000/- of the Company be paid to Bharat Bharati Kushthashram Seva Samiti which is a charitable institution within the meaning of Income-tax Act, 1961 as donation."

Sec. 293A - Contribution to a political party - Board Resolution

"RESOLVED
that pursuant to the provisions of Section 293A of the Companies Act, 1956, the approval of the Board of Directors be and is hereby given to the Company for contribution to Shiv Sena amount not exceeding five per cent of the average net profits as determined in accordance with the provisions of sections 349 and 350 of the Companies Act, 1956 during the three immediately preceding financial years."

Sec. 293B - Contribution to the National Defence fund - Board Resolution

"RESOLVED
that pursuant to section 293B of the Companies Act, 1956, Shri………, a Director of the Company, be and is hereby authorized to contribute up to a sum of Rs. 50,000/- to the National Defence Fund or to any other Fund approved by the Central Government for the purpose of national defence."

Sec. 294 - Appointment of Sole Selling Agent - Board Resolution

"RESOLVED
that Shri………… is appointed as a sole selling agent of the Company for its products in the area of ……… for a period of 5 years on and from ………… on the terms and conditions contained in the agreement accepted by the aforementioned Shri…….. and now tabled before the meeting, subject to the condition that the appointment shall cease to be valid if it is not approved by the Company in its first general meeting held after the date of appointment."

Sec. 294 - Appointment of selling agents in different territories - Board Resolution

‘RESOLVED
that subject to the approval of the shareholders of the Company, the following firms be and are hereby appointed as Agents in the Territories mentioned against their names for the sale of the Company’s products, namely, Microscopes, Pressure Gauges and the spare parts therefore:

…………

Sl. No. Name of the Agent Territory Period

…………

1.

2.

…………

RESOLVED
further that the Standard Selling Agency Agreement tabled on the Table and duly initialed by the Chairman of the Meeting for the purposes of identification be and is hereby approved.

RESOLVED
further that Shri ..............., Managing Director of the Company be and is hereby authorized to execute on behalf of the Company the Selling Agency Agreement with the above firms and to make such variations/modifications in the terms and conditions as may be mutually agreed to………….

RESOLVED
further that the approval of the Company in next General Meeting be obtained to the aforementioned appointments and the Secretary of the Company be and is hereby authorized to take such further action as may be necessary in this connection."

Sec. 297 - Contract with Directors etc. - Board Resolution

"RESOLVED
that approval of the Board of directors be and is hereby given to the company for the execution of a contract with M/s. Cumminss & Co. Pvt. Ltd., in which Shri. ............, a Director of the Company is interested, for supply of the raw material to the Company as per terms and conditions set out in the draft agreement tabled before the meeting and initialed by the Chairman for the purposes of identification.

RESOLVED
further that the Managing Director of the Company be and is hereby authorized to execute the agreement with M/s. Cumminss & Co.Pvt. Ltd. under the common seal of the Company, affixed on the agreement in accordance with Article …………. of the Articles of Association of the Company.

Sec. 299 - General notice of interest to the Board - Board Resolution

"RESOLVED
that general notices of interest pursuant to section 299(3) of the Companies Act, 1956, received from the following Directors disclosing concern or interest in any contract or arrangement which may be entered into with such body corporate or firm as per the statement brought up and read in this meeting be and are hereby recorded in the register of contracts maintained under section 301 of the Companies Act, 1956:

Names of the Directors:

Shri………….............

Shri.............................

Shri………………….

Shri………………….

Shri………………….

Shri…………………."

Sec. 299 - Disclosure of interest by Directors - Board Resolution

"RESOLVED
that the general notice dated 18th May, 1999, given by Shri. .............., Director of the Company pursuant to section 299(3) of the Companies Act, 1956, disclosing his interest as a Director / shareholder in the companies mentioned hereunder be and is hereby noted and that the Secretary of the Company is directed to make necessary entries in the register maintained for the purpose.

Name of the Company Interested as

--------------------------- ---------------

1. ................................ Director

2. ................................ Shareholder."

Sec. 299 - Entering into contracts in which a Director is interested other than contracts covered by section 297 - Board Resolution

"RESOLVED
that General notice of directors’ interest in other companies received from the Directors pursuant to the provisions of section 299(3)(b) of the Act were read at the Meeting and noted."

Sec. 300 - Interested Director not to participate or vote in the Board’s proceedings - Board Resolution

The following note should be recorded at the end of the resolution :-

"Shri…………., a Director of the Company being interested did not take part in the discussion of or vote on the item."

Sec. 301 - Register of Contract - Board Resolution

"RESOLVED
that the Register of Contracts of companies and firms in which directors are interested be and is hereby tabled before this meeting and the signatures of all the directors present here at be and hereby are obtained on the said Register."

Sec. 302 - Memorandum of interest - Board Resolution

"WHEREAS
it was required to appoint Shri…….. as a Whole-time Director of the Company in terms of agreement between Shri. .............,and the Company, a copy whereof is open for inspection at the registered office of the company during the working hours on any working day;

AND WHEREAS
the Board of Directors at its meeting held on the ………., 200……, appointed Shri……. as a Whole-time Director of the Company with effect from the ………, 200…..;

NOW THEREFORE
it is resolved that a memorandum clearly specifying the nature of interest and terms of the contract entered into with the said Shri……. be and is hereby circulated to the members of the company pursuant to section 302(7) of the Companies Act, 1956."

Sec. 303 - Change in the Register of Directors - Board Resolution

"RESOLVED
that the resignation of Shri. ................, a Director of the Company, be accepted with effect from the …………, 200…., and that the Secretary of the Company be instructed to change the Register of Directors accordingly and file the return, in duplicate, with the Registrar of Companies, in Form No. 32 within thirty days from the said date."

Sec. 303 - Notice of appointment and relinquishment - Board Resolution

"RESOLVED
that a letter dated the ……….., 200….., from Shri………….informing that he has been appointed as a Director of M/s. Cumminss & Co. Limited, with effect from ………., 200….., produced before and read at this meeting, be and is hereby recorded in the Register of Contract of the Company pursuant to section 303(1) of the Companies Act, 1956.

RESOLVED
further that a letter dated the ………., 200…, from Shri…………, informing that he has resigned from the Board of M/s. Trafuge Communications & Company Limited, with effect from the …………, 200....produced before and read at this meeting, be and is hereby recorded by deletion of such company’s name in the Register of contract of the Company pursuant to section 303(1) of the Companies Act, 1956."

Sec. 308 - Disclosure of Directors’ shareholdings - Board Resolution

"RESOLVED
that a notice dated the …………, 200……, pursuant to section 308 of the Companies Act, 1956, detailing the number, description and amount of holdings of equity and preference shares and also of holding of debentures of the Company and in the subsidiary of this company either in his own name of in trust for him, received from Shri…………., a Director of the Company, submitted to this meeting, be and is hereby recorded in the Register of Directors’ Shareholdings maintained under section 307 of the Companies Act, 1956."

Sec. 309 - Remuneration of Directors - Board Resolution

"RESOLVED
that subject to the approval of the Company in General Meeting and the approval of the Central Government, Shri. .........., the Managing Director of the Company, shall receive remuneration and perquisites, as detailed hereunder, during the period of his continuance in the office of the Managing Director, pursuant to article ………. of the Articles of Association of the Company and pursuant to the provisions of sections 198, 309(3) and/or other applicable provisions of the Companies Act, 1956."

Sec. 313 - Appointment of Alternate Director - Board Resolution

"RESOLVED
that Shri…………., be and is hereby appointed as alternate Director to Shri……….., during his absence from India and that he shall vacate such office when the original Director, Shri. ..............., returns to India, pursuant to article …….. of the Articles of Association of the Company."

Sec. 313(2) - Vacation of office of alternate Director - Board Resolution

"RESOLVED
that Shri .............., Director of the Company having returned to the Rajasthan from U.K., Shri .........,who was appointed as an alternate Director to act in the place of Shri ............., be and is hereby declared to have ceased to be the alternate Director of the Company.

RESOLVED
further that the Secretary of the Company be and is hereby authorized to file the necessary return with the Registrar of Companies concerned."

Sec. 314 - Holding of office or place of profit - Board Resolution

"RESOLVED
that subject to the consent of the Company at a General Meeting of the members, Shri. …….., a relative of Shri…….., the Managing Director of the Company, be and is hereby appointed to hold an office of profit under the Company as the Production Manager with effect from the ………., 200…, as per the terms and conditions mentioned in a statement and submitted to this meeting."

Sec. 316 - Appointment as Managing Director of more than two companies - Board Resolution

"RESOLVED
that, subject to the approval of the members at a General Meeting and the approval of the Central Government in regard to the appointment of Shri…….. as the Managing Director of the company notwithstanding that he is also the Managing Director of M/s. Cumminss & Company Limited and M/s. Trafuge Communicatins & Company Limited, the notice dated the ………., 200….., and after notifying all the Directors then present in India, the Board of Directors unanimously agree to the appointment of Shri……… as the Managing Director and to pay the remuneration and perquisites as per the terms of the draft agreement, hereby tabled, for a period of five years commencing from the ……….., 200….."

Sec. 316 - Appointment of Managing Director or a person who is already Managing Director of another company - Board Resolution

"RESOLVED
that subject to the approval of the Central Government pursuant to sub-section (4) of section 316, Shri. ..............,who is already the Managing Director of two companies, namely M/s. Cumminss & Co. Limited and M/s. Trafuge Communications Pvt. Limited, be and is hereby appointed as a Managing Director of the Company for a period of five years commencing from 1st May, 2000, with the consent of all the Directors present at the meeting of which meeting and the resolution to be moved thereat specific notice was given to all the Directors then in India, on the terms and conditions contained in the draft agreement tabled before the meeting and initialed by the Chairman for purposes of identification and that Shri .........., the Secretary of the Company be and is hereby authorized to apply to the Central government for seeking their approval.

RESOLVED
further that Shri ..........., Director and Shri ..........,the Secretary of the Company be and are hereby authorized to execute the said agreement subject to such modifications/alterations made by the Central Government while giving their approval and to affix the common seal of the Company thereon, in accordance with the Articles of Association of the Company."

Sec. 317(4) - Appointment of Managing Director for more than 5 years - Board Resolution

RESOLVED
that subject to the approval of the company in a general meeting, Shri. .......,be and is hereby appointed as the Managing Director of the company for 5 years pursuant to section 317(4) of the Companies Act, 1956;

RESOLVED
further that an Extraordinary General Meeting of the company be called and held for the aforementioned purpose on ………….at………..as per the draft notice and the explanatory statement tabled before the meeting and initialed by the Chairman for purpose of identification;

RESOLVED
further that the Secretary of the company be ordered to issue the notice to all the members of the company and take every step needed in connection therewith or ancillary or incidental thereto.

Sec. 318 - Compensation for loss of office - Board Resolution

‘WHEREAS
Shri. ..........,was employed for a period of four years as the Managing Director of the Company from…………., 19……;

AND WHEREAS
the Company wanted to dispense with the services of the said Managing Director;

AND WHEREAS
the Company has duly served notice to the said Managing Director in terms of clause….........of the agreement between the company and the said Shri. NBS ...........,his terms and conditions as the Managing Director of the Company, in terms of clause…....... of the agreement between the Company and the said Shri. ...........;

NOW THEREFORE
it is resolved that an amount of Rs…….. be paid to Shri..........,as compensation for the loss of his office as the Managing Director of the Company."

Sec. 319 - Payment to Director for loss of office for transfer of undertaking or property - Board Resolution

RESOLVED
that subject to the approval of the members of the company in a general meeting Shri. ........., the Managing director of the company be paid Rs. ……..... by way of compensation for loss of office in connection with transfer of undertaking of the company to the transferee company as per the particulars with respect to the payment proposed to be made and tabled before this meeting and initialed by the Chairman for purpose of identification;

RESOLVED
further that an Extraordinary General Meeting of the company be called and held for the aforementioned purpose on ……… at …….. as per the draft notice and the explanatory statement tabled before the meeting and initialed by the Chairman for purpose of identification;

RESOLVED
further that the Secretary of the company be directed to issue the notice to all the members of the company and take every step needed in connection therewith or ancillary or incidental thereto.

Sec. 372A - Availing loan against public/right issue of equity shares/debentures - Board Resolution

WHEREAS
the Company had applied to Life Insurance Corporation of India (LIC) and Unit Trust of India (UTI) for bridge loan aggregating Rs…….. against the proposed public/rights issue of equity shares/debentures of Rs…….;

AND WHEREAS
the matter was discussed by the Board and approved availing of the aforementioned amount as and when sanctioned by the said financial institutions by executing the necessary documents;

"NOW THEREFORE
it is resolved that the Company do avail loan not exceeding Rs. ……. From LIC and UTI as and when sanctioned, against public/rights issue of equity shares/debentures of Rs……. on the term and conditions as may be agreed to between the Company and the institutions and that Shri. …….., and Shri. ………., Directors, Shri. ………….., Secretary and Shri. …………, Financial Controller of the Company be and are hereby severally authorized and empowered to negotiate, finalise, approve and accept the terms and conditions stipulated by the institutions and any modifications and alterations thereto and execute all such deeds, documents, undertakings, writings and receipts as may be required by the institutions in connection with the loan to be availed by the Company.

RESOLVED
further that any two of the following directors, namely Shri. …….., Shri. …….., and Shri. ……….. be and are hereby jointly authorized to execute the demand promissory note and such other document(s) undertaking(s) and deed(s) as may be required to be executed under the common seal of the company in accordance with the Articles of Association of the Company in connection with the availing of the aforementioned loan from the Institutions."

Sec. 372A - giving of guarantee - Board Resolution

"RESOLVED
that a guarantee in the usual form prescribed by …….. Finance Corporation, a copy of which is submitted to this meeting and initialed by the Chairman hereof, be and is hereby provided by the Company for a total amount not exceeding Rs. 5,00,000(Rupees five lacs only) in favour of the said Finance Corporation and that the validity of the guarantee hereby given be for a period of one year from the date of execution thereof, at a consideration of a commission at the rate of one and a half per cent of such guarantee amount, payable by M/s. Cummins & Co.Limited to whom the loan has been given by the said….. Finance Corporation.

RESOLVED
further that Shri. ………. and Shri. …….., the Directors of the Company, be and are hereby jointly authorized to execute the guarantee in this connection under the common seal of the company, in accordance with the Articles of Association of the Company."

Sec. 372A - Furnishing Guarantee for repayment of principal amount and interest of loan - Board Resolution

"RESOLVED
that the Company furnishes a guarantee in the usual form guaranteeing the repayment of principal and interest of the Loan of Rs. 5,00,000/- for a term of ………….. years given by ………… to ………… on ………….. provided however that the total liability of the Company at any time is limited to Rs. 7,00,000/- inclusive of principal and interest on the loan."

Sec. 372A - Guarantee to bank for subsidiary - Board Resolution

"WHEREAS
M/s. Cummins & Company Limited (subsidiary) has been granted a credit line up to a limit of five crores of rupees on various accounts by its bankers,………….. Bank,………. Branch, Jaipur - 302004;

AND WHEREAS
the subsidiary has requested for guaranteeing this credit;

NOW THEREFORE
it is resolved that the banking facility on various accounts aggregating to five crores of rupees granted to this subsidiary of the Company, by ……… Bank, ……… Branch, Jaipur - 302004 , be and is hereby secured by the execution of a guarantee by this Company for five crores of rupees in favour of the aforementioned bank in the usual guarantee form in use by the bank, by two directors of this company."

Sec. 372A - Investment in shares in specific companies - Board Resolution

"RESOLVED
that consent of the Board of directors be and is hereby accorded to the Company for investing in the following shares:

…………

Company name Number of Equity shares Total cost

…………

1. .................. ........................ .........................

2. ………….. ……………… ……………….

3. …………… ……………… ……………….

…………………………………………………………………………………………………………………

Sec. 372A - Investments in shares of one company - Board Resolution

"RESOLVED
that pursuant to section 372A of the Companies Act, 1956 the Company do purchase………. Equity shares of Rs. 100/- each of………. and that the resolution be approved by all the Directors present unanimously.

RESOLVED
further that Shri…………. and Shri…………., Directors be and are hereby severally authorized to take all necessary action and execute all necessary documents in this regard."

Sec. 372A - Inter-corporate Investment - Board Resolution

"RESOLVED
that consent of the Board of Directors be and is hereby given to the Company making an investment up to the extent of Rs. 50 lacs in the equity capital of Cumminss & Co. Limited and that the Managing Director of the Company be and is hereby authorized to sign the application/share transfer forms as may be necessary in this connection on behalf of the Company."

Sec. 372A - Investment in convertible debentures or non-convertible debentures of a body corporate - Board Resolution

"RESOLVED
that the Company do invest in 10 percent convertible debentures of Rs. 100/- each for a value of Rs. ………….. being offered by ………… a company in the same group to the public by prospectus.

RESOLVED
further that Shri ………… Managing Director of the Company be and is hereby authorized to make the necessary application for the purchase of the said convertible debentures."

Sec. 372A - Investment in shares, of companies - Board Resolution

"RESOLVED
that pursuant to section 372A of the Companies Act, 1956, the Company do purchase 4,50,000 equity shares of Rs. 100/- each of M/s. Cumminss & Company Limited and that the resolution be passed by all the Directors present unanimously.

RESOLVED
further that Shri. …………., a Director of the Company, be and is hereby authorized to sign/execute the necessary documents in this connection."

Sec. 383A/Regna. 82/83 - Appointment of Secretary - Board Resolution

"RESOLVED
that Shri .............,be and is hereby appointed as Company Secretary of the company on a monthly salary of Rs. 7,500/- in the scale of Rs. 10,500-500-15,000 for a period of three years with effect from 1st May, 1999, on the terms and conditions embodies in the letter of appointment tabled before the meeting and initialed by the Chairman for purposes of identification.

RESOLVED
further that the Managing Director of the company be and is hereby authorized to sign and issue the said letter of appointment to Shri ............"

Sec. 383A - Appointment of Company Secretary - Board Resolution

"RESOLVED
that pursuant to section 383A of the Companies Act, 1956, and other applicable provisions if any, Shri. ................., A.C.S. a member of the Institute of Company Secretaries of India, be and is hereby appointed Company Secretary for a period of five years with effect from………… at a monthly remuneration of Rs. 15,000/-- per month, together with other benefits in the same manner as payable to other employees of the Company."

Sec. 383A - Removal of Secretary - board Resolution

"RESOLVED
that Shri. ..............,the Secretary of the Company having been convicted of an offence involving moral turpitude be and is hereby removed from the office of Secretary of the Company.

RESOLVED
further that Shri. ..............,the General Manager of the Company be directed to inform Shri. ............., accordingly and to take custody of the records in the possession of Shri. ..............."

Sec. 386 - Appointment of a person as Manager who is also a Manager of another company - Board Resolution

"WHEREAS
the Chairman read out a notice dated the …………, 200…, notifying all the Directors then present in India, proposing to appoint Shri. .............,as the Manager of the Company notwithstanding the fact that he is also a Manager/Managing Director of M/s. ..............,& Company Limited, subject to the approval of the Central Government;

NOW THEREFORE i
t is resolved that the said Shri. ................, be and is hereby appointed by the Board of Directors as the Manager of the Company and that the Company shall bear fifty per cent of the remuneration and perquisites payable to such Shri. .................., as per the terms of the draft agreement submitted to this meeting and initialed by the Chairman for the purpose of identification, and that such agreement be continued for five years from the date of appointment as aforementioned."

Sec. 387 - Remuneration to Manager - Board Resolution

"RESOLVED
that Shri. .............,be appointed as Manager of the Company with effect from 25th January, 1999 to hold office for a period of five years ending 14th January, 2004, and the terms of the agreement contained in the draft tabled before the meeting and initialed by the Chairman for purposes of identification, be and is hereby approved.

RESOLVED
further that the approval of the Central Government, if necessary, be obtained and the Secretary of the Company be and is hereby authorized to make an application in this behalf.

RESOLVED
further that Shri. .............., the Director of the Company be and is hereby authorized to execute the said agreement with modification/ alerations if any, made in the terms and conditions thereof by the Central Government while according their approval, on behalf of the company."

Sec. 391 - Amalgamation of one or more companies with the Company - Board Resolution

"RESOLVED
that pursuant to the provisions of Sections 391 to 395 and other applicable provisions, if any, of the Companies Act, 1956 and sub-clause (33) of Clause III of the Objects Clause of the Memorandum of Association of the Company and subject to requisite approval of the banks and other Creditors to the Company, the Company Cumminss & Co. Limited be amalgamated with Trafuge Communications Limited.

RESOLVED
further that the Draft Scheme of Amalgamation submitted to this meeting and initalled by the Chairman for purposes of identification be and is hereby approved and that Shri. .............and Shri. ............., directors of the Company be authorized severally to make such alteration and changes therein as may be expendient or necessary for satisfying the requirement or condition imposed by the High Court of Jodhpur provided that prior approval of the Board shall be obtained for making any material changes in the said Draft Scheme of Amalgamation as approved in this meeting.

RESOLVED
further that, in the opinion of the Board, the said Scheme of Amalgamation of Cumminss & Co. Limited with Trafuge Communications Co. Limited being advantageous and beneficial to the shareholders of this Company and the terms thereof being fair and reasonable the proposed proportion of allotment of shares of equity share of Rs. 100/- each of the Amalgamated Company Trafuge Communications Co. Ltd for every one equity share of Rs. 10/- each held by the shareholder of Cumminss & Co. Ltd., be and is hereby approved to be made.

RESOLVED
further that Shri. ............,and Shri. ............., Directors of the Company be and are hereby severally authorized to take all steps necessary, in connection with the filing of-

(a) applications to the High Court for directors for holding meetings of the shareholders /creditors of the Company;

(b) petitions for confirmation of the scheme by the High Court; and

(c) to do all acts and things as may be considered necessary and expedient in relation thereto and for that purpose to engage any counsel.

"RESOLVED
further that an Extraordinary General Meeting of the members of the Company be convened on Wednesday the 5th day of January, 2000 at 12.00 p.m. at the registered office of the Company and that Shri..........., Managing Director of the Company, be and is hereby authorized to issue the notice as per the draft tabled before the meeting and initialed by the Chairman for purposes of identification."

Sec. 391 - Amalgamation of subsidiaries with holding company - Board Resolution



"RESOLVED

(a) that the draft specimen scheme of arrangement be and is hereby approved.

(b) that necessary steps be taken for the alteration of the Memorandum of Association of the Company under section 17 of the Companies Act, 1956, to include therein a provisions for amalgamation, subject to the approval of the Company Law Board.

(c) that such steps be taken as may be necessary and expedient to carry into effect the schemes of arrangement between the subsidiaries and its members on such terms and conditions as may be approved by the members of the subsidiaries and accepted by the High Court at Jodhpur, pursuant to the provisions of sections 391 and 394 of the Companies Act, 1956, to which this Company would be a party.

(d) that a General Meeting of the Company be convened for the purpose of amendment of its objects clause to incorporate the power of amalgamation in the Memorandum of Association of the company in terms of the draft notice and Explanatory Statement laid on the table and initialed by the Chairman for the purpose of identification.

(e) that the Board of Directors be and is hereby authorized to take such steps as may be necessary or expendient to carry into effect the amalgamation of the subsidiaries wit the Company on such terms and conditions as may be approved by the Board and the Boards of the subsidiaries and accepted by the Court.

(f) that the Directors of the Company be and are hereby authorized severally to sign all documents and papers which are required to be signed for carrying into effect the said application under section 17 of the Companies Act, 1956, and the said scheme of arrangement."

Sec. 395(1) - Purchase of shares from the shareholders of transferor company by the transferee company - Board Resolution

"RESOLVED
that subject to the approval of the Company being accorded in terms of section 81(1A) of the Companies Act, 1956, to the Board of Directors of the company be and is hereby authorized to issue and allot .......……. Equity shares of Rs. 100/- each in the Company as fully paid up to the members of the transferor Company in consideration of their option to transfer their shares held in trasferor company to the Company in the ratio of …………. Equity shares of Rs. 100/- each fully paid up in the Company for every ………… Equity Shares of Rs. 100/- each fully paid up in the transferor company."

Sec. 395(1) Proviso - take offer by the offeror company - Board Resolution

‘WHEREAS
the Company has acquired equity shares carrying more than 10% of the value of shares of M/s. Cumminss & Co.Ltd.;

NOW
it is resolved that an offer be and is hereby made by the company to the equity shareholders of Cumminss & Co.Ltd. for the acquisition of the equity shares of M/s. Cumminss & Co.Ltd. on the following terms :

1. The offer shall be made to the shareholders whose names appear on the register of members on…………..

2. The offer shall be for the acquisition from the shareholders on additional aggregate of ………. Equity shares of Rs. ………….. each representing a 30 per cent of the total issued equity capital of Cumminss & Co.Ltd.

3
. The company will accept shares from the equity shareholders even if such shares in the aggregate are less than 30% of the total issued capital of M/s. Cumminss & Co. Limited. However if the shares offered exceed 30% in the aggregate, the company shall have the option to accept or reject the same after consultation with the concerned authorities. The offers upto 30% in the aggregate shall be accepted according to the order in which they are received by the company.

4. Subject to clause 5 above the company shall acquire from each shareholder accepting the offer his full shareholding upto 200 equity shares of a face value of Rs. 100/-.

5.
The company offers for each share of M/s. Cumminss & Co. Ltd. a price of Rs. ……... The price shall be payable by cheque/D.D.

6.
The offer will remain open till ………..

RESOLVED
further that the draft offer document containing all the details required under clause 40B of the listing agreement, now initialed by the Chairman for identification be and is hereby approved.

RESOLVED
further that Shri …………., Secretary of the Company be and is hereby authorized to make a public an nouncement of the take over offer documents to M/s. Cumminss & Co. limited and its shareholders to the shareholders ofl the company to SEBI and to ………….. stock exchange in terms of Regulation 8 of the Securities and Exchange Board of India (Substantial Acquisition of shares and takeovers) Regulation, 1994 and that Shri ……….., Secretary be authorized to receive the shares sent in pursuance of this offer and pay the sale consideration.

Sec. 395 - Resolution for Issue of Rights Shares to Prevent takeover - Board Resolution

"RESOLVED
that an Extraordinary General Meeting of the Company be convened to consider and if though fit to approve the issue of ………… equity shares on a rights basis of 1 : 1 to the existing shareholders as on ………..

Sec. 396 - Amalgamation of companies by Central Government in public interest - Board Resolution

WHEREAS
the company is holding 85% of equity shares of Cumminss & Co. Ltd.;

AND WHEREAS
the company and the said Cumminss & Co. Ltd., have same line of business;

AND WHEREAS
it will be in public interest that both the companies be amalgamated subject to the approval of the Central Government forl which an application should be made by the company as well as by the Cumminss & Co. Ltd.;

NOW, THEREFORE,
it is resolved that subject to the approval of the Central Government pursuant to section 396 of the Companies Act, 1956 Cumminss & Co. Ltd. be amalgamated with the company in public interest.

RESOLVED
further that the Secretary of the company be authorized to forward an application to the Central government and take necessary and suitable steps as may be required from time to time in connection therewith or ancillary or incidental thereto.

Sec. 396A - Preservation of books and papers of amalgamated company - Board Resolution

"WHEREAS
amalgamation of M/s. Cumminss & Company Limited and M/s. Trafuge Communications & Company Limited has now been completed with the Company;

AND WHEREAS
all formalities of amalgamation including incorporation of accounts are now completed in all respects;

NOW THEREFORE
it is resolved that the books and papers of both the above amalgamated companies, that is, M/s. Cumminss & Company Limited and M/s. Trafuge Communications & Company Limited, be and are hereby preserved separately under the responsibility of the Secretary of the Company who should ensure not to dispose of any paper, book, voucher or record without the prior permission of the Central Government in this regard."

Sec s. 397-98 - Application to Company Law Board for relief in cases of oppression and mismanagement - Board Resolution

WHEREAS
the company is holding 14% equity shares in the paid-up share capital of Cumminss & Co. Ltd.;

AND WHEREAS
the affairs of the said company being conducted in a manner oppressive to the company being a member of the said Cumminss & Co. Ltd.;

AND WHEREAS
the affairs of the said Cumminss & Co. Ltd. also being conducted in a manner prejudicial to the interest of the company;

AND WHEREAS
the company being a member of that company must try to seek remedy against such oppression and the mismanagement;

NOW, THEREFORE,
it is resolved that an application be and is hereby made by the company to the Company Law Board pursuant to sub-section (2) of section 397 and also under sub-section (2) of section 398.

RESOLVED
further that M/s Hindalco Co. Ltd. and Symcox Co. Pvt. Ltd. , the directors of the company be jointly and severally authorized to make the said application to the Company Law Board and to sign any documents and papers with regard to the said application and to take every action that may be needed in connection therewith or ancillary or incidental thereto including appointment of authorized representative to appear before the Company Law Board as and when required.

Sec. 402 - Resolution to carry out orders of the Company Law Board - Board Resolution

"RESOLVED
that the order dated ………… passed by the Company Law Board pursuant to the power vested under sections 397 and 398 be and is hereby noted and that the Board of Directors of the Company directs that-

(1) Shri………… and Shri………….. Directors of the company purchase …………. Equity share of Rs. 100/- each held by Shri………….. in the company at a price as specified in the order.

(2) M/s. ………… the Sole Selling Agent be served with a notice that the company propose to exercise its option not to renew the Agreement after expiry of the term of five years.

(3) Shri …………. Finance Director be served with a notice draft whereof tabled on the Table conveying intention of the company to terminate the agreement after one month from the date of receipt of notice.

RESOLVED
further that the Secretary of the Company be and is hereby directed to ensure compliance of the above and submit a report to the Board at its next Meeting."

Sec. 404 - Alteration of memorandum or articles pursuant to Court’s order under section 397 or 398 - Board Resolution

"RESOLVED
that pursuant to the order of the Company Law Board dated the………, 200…., under section 404(2) of the Companies Act, 1956, the article numbers…… and……. of the Articles of Association of the Company, be and are hereby altered in accordance with the provisions of the Act, and that the said provisions shall apply accordingly to the articles so altered, and that the Secretary of the Company be directed to file a certified copy of the Company Law Board’ order altering or giving leave to alter the article numbers ………and ………of the Articles of Association of the Company within thirty days of the obtaining of such order with the registrar of companies."

Sec. 408 - Appointment of Govt. Directors by the Central Government - Board Resolution

"WHEREAS
the Company Law Board is satisfied that there has been oppression and/or mismanagement in the affairs of the company, after allowing due hearing to the present management of the company;

AND WHEREAS
the Company Law Board considered it necessary to effectively safeguard the interest of the company, or its shareholders or the public interest;

AND WHEREAS
the Central Government by an order number ………..dated the …….. 200…, which is hereby tabled, directed appointment of three Directors, Shri. ......., Shri. ..........and Shri. ............;

NOW THEREFORE
it is resolved that the be welcomed to join the board for a period of three years effective form ……….., 200……

RESOLVED
further that the Secretary of the Company be and is hereby directed to file Form No. 32 in duplicate with the Registrar of Companies immediately."

Sec. 408 - Appointment of Directors by the Central Government on the Order of the Company Law Board - Board Resolution

"RESOLVED
that the appointment of Shri ………… and Shri……….. being the nominees of the Central Government as ordered by the Company Law Board as directors on the Board of the Company for a period of three years be and is hereby noted and that they shall not be liable to retirement by rotation.

RESOLVED
further that the Secretary of the Company be and is hereby authorized to file the necessary returns with Registrar of Companies."

Sec. 488 - Winding up on the ground that substratum is lost - Board Resolution

"WHEREAS
the Company has lost its substratum;

AND WHEREAS
the Board of Directors considered a note on the proposal of voluntary winding up of the Company;

NOW THEREFORE
it is resolved that the Directors be and are hereby jointly authorized to record their declaration to be verified by an affidavit by all the Directors present and that the Company would be able to pay its debts in full within a period of two years from the date of commencement of the winding up.

RESOLVED
further that the Company’s solicitors be apprised of the situation and asked to draw up the necessary affidavit to be executed before the High Court."

Sec s. 489-498 - Members’ voluntary winding up - Board Resolution

"WHEREAS
that the audited Balance-sheet as at………… and the profit and loss account of the Company for the period commencing from………… to ……… and the Auditors’ report thereon are confirmed and approved;

AND WHEREAS
the Board has made a full enquiry into the affairs of the Company and has formed the opinion that the Company has no debts (or the company will be able to repay its debts in full within ………….. i.e., within 3 years from the date of commencement of the winding up);

NOW THEREFORE
it is resolved that a declaration verified by an affidavit be and is hereby made by all the members of the Board to the above effect.

RESOLVED
further that Shri ………, the Secretary of the Company be and is hereby authorized to deliver the declaration and affidavit to the Registrar of Companies.

RESOLVED
that an extraordinary general meeting of the company be and is hereby convened on …………. at …………. To consider and, if though fit, pass the following resolutions:

(1) That the company be and is hereby wound up voluntary as special resolution.

(2) That Shri ………… be appointed as the Liquidator of the company at remuneration of …….....as ordinary resolution.

(3) That the following powers be exercised by the Liquidator."

Sec. 500 - Convening meeting of the creditors - Board Resolution

"RESOLVED
that a meeting of the creditors of the Company be convened and held on ……, the ….., 200... at the registered office of the Company, at ………. a.m./p.m., for the purpose of presenting a statement of assets and liabilities of the Company, and that Shri. ………., a Director of the Company, be and is hereby appointed as the Chairman of the said creditors’ meeting."

Sec. 509 - Creditors’ voluntary winding up - Board’s Resolution

"RESOLVED
that an Extraordinary General Meeting of the Company be and is hereby convened on……. (date) at…… (place) to consider the following items of business :

(1) To pass as special resolution the following that the company be and is hereby wound up voluntary as a creditors’ voluntary winding up.

(2) To pass as ordinary resolutions with or without modifications :

RESOLVED
that Shri. ………… be and is hereby appointed as a Liquidator of the company, that a committee of inspection be and is formed consisting of the following persons.

RESOLVED
further that a meeting of the creditors of the Company be convened at……… on……….. at………. to consider the following items of business:

RESOLVED
further that Shri……., Director of the Company be and is hereby appointed to preside over the creditors’ meeting.

RESOLVED
further that Shri. …………., Secretary of the Company be and is hereby directed to issue notices and advertisements convening the meeting as required by law."

Sec. 619 - Appointment of Statutory Auditor by Government company -

"RESOLVED
that the Company do approach the Central Government for the appointment of statutory auditors for auditing accounts for the period ending on 31-3-1999.

RESOLVED
further that Shri ................., Managing Director of the Company be and is hereby authorized to fix the remuneration for the statutory auditors for the said year as well as out of pocket expenses which may be incurred in connection with audit.

RESOLVED
further that the Secretary of the Company be and is hereby directed to make necessary application to the Central Government for appointment of statutory auditors of the company and to do all such acts and things incidental thereto."

Sec. 15 - Sick Industrial Companies (Special Provisions) Act, 1985 - Reference to BIFR - Board Resolution

"RESOLVED
that the company having become a sick company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1985 as per the duly audited Annual Accounts of the company for the financial year ended ………… approval of the Board be and is hereby accorded to the making of a reference to the Board for Industrial and Financial Reconstruction for determination of the measure to be adopted with respect to the company."

Sec. 18(3)(a) - Approval of Scheme by BIFR - Board Resolution

"RESOLVED
that the scheme prepared by the Board for Industrial and Financial Reconstruction, a copy whereof tabled before the Meeting and initialed by the Chairman be and is hereby approved subject to modifications and alterations mentioned hereunder and the scheme with modifications and alterations suggested be sent to the Board for considering the said modifications and alterations in the scheme."

Sec. 23(1)(a) - Report prepared under section 23 (1)(a)(i) of Sick Industrial Companies (Special Provisions) Act, 1985 - Board Resolution.

"RESOLVED
that as due to accumulated losses as at ………….. more than fifty per cent of the net worth of the company having been eroded during the preceding five financial years, the report prepared under section 23(1)(a)(i) of the Sick Industrial Companies (Special Provisions) Act, 1985 and tabled before this Meeting and initialed by the Chairman for the purpose of identification be and is hereby approved and the same be sent to the Board for Industrial and Financial Reconstruction for consideration."

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