Tuesday, January 8, 2008

Draft the Board resolution

Draft the Board resolution for
(i)Approving advertisement for public deposit;
(ii)Delegating power to Managing Director to invest surplus funds; and
(iii)Constituting a share transfer committee
(i)Resolution for Approving Advertisement for Public Deposit
“RESOLVED THAT pursuant to Section 58A of the Companies Act, 1956, and the Companies (Acceptance of Deposits) Rules, 1975, the advertisement both in English
and (vernacular language) inviting deposits from public, employees, ex
employees of the company, charitable and other trusts, etc., on the authority and in the name of the Board of Directors of the company, the draft whereof submitted to this
meeting duly initialled by the for the purpose of identification is hereby approved
and adopted.
RESOL VED FURTHER that the Company Secretary be and is hereby authorised
to issue, circulate and advertise the same in newspaper in accordance with the provisions of the Companies (Acceptance of Deposits) Rules, 1975.
(ii) Resolution for Delegation of Power to Managing Director to
Invest Surplus Funds
“RESOL VED THA T Shri, Managing Director, be and is hereby authorised to
make investments in bonds and debentures of Financial Corporations in such a way
that the surplus funds of the company may be beneficially utilised and the said investments may be disposed of as and when necessary and that such investments
should not exceed the aggregate value of Rs. at any time provided that no
investment should be made by the Managing Director in shares of companies coming
within the purview of Section 372 of the Companies Act, 1956.
RESOL VED FURTHER that the Managing Director be and is hereby authorised to sign the applications and receive moneys in respect of the said investment and furnish receipts and further, to sign papers to dispose of the investment by sale as and when necessary.
(iii)Resolution for Constitution of a Share Transfer Committee
RESOL VED THA T a Committee of Directors named Share Transfer Committee, con
sisting of Shri , Shri , and Shri be and is hereby con
stituted to approve registration of transfer of shares received by the company and to carry out the following:
1. To approve and register transfer / transmission of shares.
2. To sub-divide, consolidate and issue share certificates.
3. To authorise affixation of common seal of the company.
4. To issue share certificates in place of those which are damaged or in which the
pages are completed/exhausted provided the original certificates are surrendered to the company.
RESOL VED FURTHER that two Directors should form the quorum for a meeting of the said Committee.
SP. 6. Draft a Board resolution to give effect to the following decision taken by the Board of Directors of Mis Handerson Gem and Company Limited:
The Board is dissatisfied with the performance of Mr. Indira Sen, Managing Director and has decided to terminate his contract of service from 1.6.1999 and to pay compensation for loss of office. He had been appointed as Managing Director for aperiod of three years with effect from

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