• No Objection for Incorporating new Company containing name of Company
• Appointment of Bankers
• Change in the authorised signatories for the operation of the Bank account
• Application to Bank for obtaining loan/ credit facilities
• Authority to the Directors of the Company to obtain the necessary licenses and permissions in the name of the Company
• Authority to incur capital expenditure
• Appointment of Occupier under the Factories Act

No Objection for Incorporating new Company containing name of Company

“RESOLVED THAT the consent of the Company be and is hereby granted to incorporate a Company in India at --------- under the provisions of the Companies Act, 1956 and under the following names or under such other names as may be approved by the Registrar of Companies -------------. ----------------- LIMITED.

RESOLVED FURTHER THAT the Company do hereby grant its approval to use the name of the Company in the name of the proposed new Company.

RESOLVED FURTHER THAT the Company agrees to become the members in the new company and undertake to subscribe to the Memorandum and Articles of Association of New Company and also agrees to take the --------- equity / preference shares in the capital of the Company i.e. upto ---------%.

RESOLVED FURTHER THAT Mr.----------, ---------- or Mr.-------------., Director be and is hereby authorized to proceed with the incorporation of the Company and he is authorized to sign and execute all the necessary application forms and documents on our behalf under the seal of the Company and he is also authorized to do all such acts, deeds, matters and things in this connection.”

Appointment Of Bankers

The Chairman informed the Board that for business purposes, ------------ bank account is required to be opened and after discussion it was then:

“RESOLVED THAT the ---------- Account (type of account) in the name of the Company be opened with the ---------- Bank at ----------- Branch and Mr -----------------------, Director of the company be and is hereby authorised to sign the application form and other papers which may be required for opening the said bank account.

RESOLVED FURTHER THAT the aforesaid bank account will be jointly operated by any two of the following directors of the Company

(i) Mr/s. --------------------------, Director (ii) Mr/s. ------------------------, Director (iii) Mr/s. -------------------------, Authorised Signatory

RESOLVED FURTHER THAT the aforesaid bank be and is hereby authorised to honour all the cheques, drafts, bills of exchange, promissory notes, and other negotiable instruments signed, drawn, accepted or made on behalf of the company by the aforesaid signatories and to act upon any instructions relating to the said banking account of the company.

RESOLVED FURTHER THAT Mr --------------, Director be instructed to furnish to the bank certified true copy of the Memorandum and Articles of Association and list of names and specimen signatures of the aforesaid Directors / Authorised Signatories of the Company authorised to sign on behalf of the Company and copy of this resolution”

Change in the authorised signatories for the operation of the Bank account

The Chairman informed the Board that in view of the change in the composition of Board of Directors due to appointment of Mr. --------------- as Additional Director of the Company and / or resignation of Mr. ----------------- as the Director of the Company, instructions for operating the Current Account of the Company with ------------- Bank, -------------, Pune are required to be changed. After the discussion, the following resolution

"RESOLVED THAT in suppression of earlier resolution passed by the Board of Directors, ------------- Bank, -------------, Pune (herein after referred to as the `Bank') be instructed to pay and honour all cheques, bills, notes or other orders, expressed to be drawn on behalf of the Company from Current Account No. ----- and to accept and act upon any instructions as signed by any two of the following signatories

(i) Mr/s. --------------------------, Director (ii) Mr/s. ------------------------, Director (iii) Mr/s. -------------------------, Authorised Signatory

RESOLVED FURTHER THAT copy of this resolution be delivered to the Bankers along with the specimen signatures of signatories.

Application to Bank for obtaining loan/ credit facilities

The Chairman informed the Board that the company is considering to approach ----------------, ----- Branch, ----- (hereinafter referred to as "The Bank") for granting following facilities to the Company

1.
2.
3.

After discussion it was then:
“RESOLVED THAT pursuant to the provisions of section 292 of the Companies Act, 1956 the consent of the Board of Directors be and is hereby accorded to apply --------------, ------ Branch, -------- for obtaining -------------------------

RESOLVED THAT Mr. -----------, Director and/or Mr. ---------------, Director of the Company be and are hereby severally authorised to negotiate, to make necessary application to the Bank and to sign and execute necessary documents and papers in this connection and to do all such acts, deeds, matters and things in this connection.

Authority to the Directors of the Company to obtain the necessary licenses and permissions in the name of the Company

The Chairman informed the Board that the Company would be required to obtain the licenses/ permissions/ registrations under various State and Central laws for carrying out the activities in the name of the company and it would also be required to obtain the other licenses and permissions. After discussion it was then:

“RESOLVED THAT the Company do hereby apply for the various licenses /permissions/ registrations in the name of the Company for

I) Shop Act Registration
II) Central / State Sales Tax Registration
III) Excise Law Registration
IV) Custom Law
V) Service Tax Registration
VI) Electricity Board
VII) Telephone Department
VIII) Profession Tax Registration
IX) Income Tax Act
X) Import Export Code No.
XI) Municipal Corporation/Grampanchayat
XII) Local Body Tax (LBT)
XIII) Any Other Law.

RESOLVED FURTHER THAT Mr. ----------------, Director of the Company be and is hereby authorised to make necessary applications, execute documents , applications and give declarations for obtaining the same in the name of the Company.

RESOLVED FURTHER THAT the certified true copy of the foregoing resolution be submitted to the prescribed authorities.”

Authority to incur capital expenditure

The Chairman informed the Board that for administrative convenience authority is required to be given to the Director of the Company to incur capital expenditure for the financial year 20 ---- -- 20 ---. After discussion it was then:

"RESOLVED THAT Mr. ----------- or Mr. -----------, Directors of the Company be and are hereby authorised to incur capital expenditure up to a limit of Rs.------ Lac during the next financial year 20----20---."

Appointment of Occupier under the Factories Act

The Chairman informed the Board that as per the Indian Factories Act 1948, one of the Directors of the Company is required to be nominated to act as Occupier Director. The Board expressed its desire to appoint Mr. ---------- as the occupier Director of the Company. The Board discussed the same and it was then:

"RESOLVED THAT Mr. --------------, Managing Director / Director of the Company be and is hereby appointed as the "OCCUPIER" of the Company's Factory situated at ------------------ under Section 2(n) and other applicable provisions of the Factories Act, 1948.”