Specimen Resolution to Forfeit Shares

(i)To forfeit shares (ii) For adoption of common seal (Hi) For granting general power of attorney in favour of company secretary.
(i)Specimen Resolution to Forfeit Shares
“RESOL VED THAT pursuant to I Article 30’ of the Company’s Articles of Association, the undermentioned shares in the capital of the company be and are hereby forfeited for non-payment of allotment money of Rs. 5 per share payable on or before 30.6.95 due notice of which had been served upon the defaulting shareholders on 1.6.95.”
Distinctive Nos. of shares to be forfeited.
ii)Resolution for Adoption of Common Seal
“RESOLVED THAT the proposed common seal of the company, submitted to the meeting (facsimile enclosed), be and is hereby adopted as the common seal of the company and that the common seal be kept in the custody of the secretary of the company.”
(Hi) Resolution fo Granting of General Power of Attorney in
Favour of the Company Secretary:
“RESOLVED THAT pursuant to the provisions of Section 291 and other applicable provisions of the Companies Act, Shri A.N. Chawla be and is hereby authorised to exercise all powers with respect to the secretarial work of the company including representing the company at the various statutory fora”.
State the provisions of the Companies Act with respect to the following:
1. Register of Contracts in which Directors are Interested (Section 301).
2. Register of Directors, Manager, etc. (Section 303).
3. Register of Directors’ Holdings in Shares and Debentures (Section 307).
4. Register of Loans and Investments (Section 372A).
Register of Contracts in which Directors are Interested
Section 301 requires that every company shall keep one or more registers in
which the following particulars regarding contracts in which directors are
interested, shall be recorded:
(i) the date of the contracts;
(ii)the name of the parties thereto;
(iii)the principal terms and conditions thereof;
(iv)the date when the contract was placed before the Board of Directors; and
(v)the names of directors voting for and against the contract and of those
remaining neutral.
2.The Register must also specify, in relation to each director, the names of the
firms and companies of which notice has been given by him under Section
299 (3).
3.Entries of contracts in which directors are interested must be made in the register within 7 days (excluding holidays) of the meeting of the Board at which the contracts are approved. The Register then must be placed before the next meeting of the Board and must be signed by all directors present at such meeting.
4.The Register must be kept open for inspection for at least 2 hours on every working day and inspection allowed by any member on payment of the same fee as in the case of Register of Members, for each inspection. A person allowed to inspect the register is also to be allowed to take extracts from it, require a certified copy of any portion to be issued within 10 days after the receipt of application on payment of the same fee as in the case of register of members.
If default is made in complying with the aforesaid provisions, the company, and every officer of the company who is in default, shall, in respect of each default, be punishable with fine which may extend to five thousand rupees:
2. Register of Directors (Sec. 303)
Under Section 303, every company is required to keep at its registered office, a Register of Directors, Managing Director, Manager and Secretary containing with respect to each of them, the following particulars:
(a) In case of an individual, his present name and surname in full; any former name or surname in full; father’s or husband’s name or surname; address; nationality; business or occupation, if any; and particulars of other directorships; etc.
(b) In the case of a body corporate, its corporate name, registered address, name and other particulars of each of its directors and if it holds the office of manager or secretary in any other body corporate, particulars thereof.
(c) In the case of a firm, the name of the firm, full name and other particulars of each of its parmers, date when he became a partner and if it holds the office of manager or secretary in any other company, particulars thereof.
(d) If any director or directors has/have been nominated by a body corporate, its corporate name, all the particulars referred to in clause (a) in respect of each director so nominated and also all the particulars referred to in clause
(b) in respect of the body corporate.
(e)If any director or directors have been nominated by a firm, the name of the firm, all the particulars referred to in clause
(a) in respect of each director so nominated and also all the particulars referred to in clause
(b) in respect of the firm.