Archive for the ‘Specimen Notices and Resolutions’ Category

Specimen Board resolution for shifting of registered office within the same city

Sunday, April 20th, 2008

“RESOLVED THAT the registered office of the company be shifted from ___________________________________________________ to ____________________________________________.”

“RESOLVED FURTHER that Mr. ____________________, Director of the Company be and is hereby authorized to sign and file the necessary form no. 18 with the Registrar of Companies for intimation of the shifting of registered office of the Company.”

Specimen Notice and explanatory statement for change of name

Sunday, April 20th, 2008

NOTICE

NOTICE is hereby given that the Extraordinary General Meeting of the members of ____________  Limited will be held on _______day, __th ________ 20___ at ____ a.m. at the registered office of the company at ___________________________ to transact the following business:

SPECIAL BUSINESS

1. To consider and if thought fit to pass with or without modifications the following resolution as Special Resolution.

“RESOLVED THAT pursuant to the provisions of section 21 of the Companies Act 1956 and other applicable provisions, if any, the name of the company be changed from “___________________ LIMITED” to “_______________________ LIMITED”

“RESOLVED FURTHER that the name ________________________ LIMITED wherever it occurs in the Memorandum and Articles of Association of the company be substituted by the new name __________________________ LIMITED”

BY ORDER OF THE BOARD

(                 )

DIRECTOR

PLACE: __________

DATED: _________

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING MAY APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT TO BE A MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING PROXY, IN ORDER TO BE EFFECTIVE SHOULD REACH THE REGISTERED OFFICE OF THE COMPANY AT LEAST 48 HOURS BEFORE THE SCHEDULED TIME OF COMMENCEMENT OF THE ANNUAL GENERAL MEETING OF THE COMPANY.

2. Explanatory statement pursuant to section 173 of the Companies Act, 1956 is annexed.

EXPLANATORY STATEMENT PURSUANT TO SECTION 173 OF THE ACT.

Item No. 1

The company had applied for change of name of the company to “____________________________ Limited” and the same has been approved by the office of Registrar of Companies. The said change is proposed to bring the name of the company in consonance with the objects of the company which have been altered recently, therefore the Board recommends change of name of the company to ______________________ Limited.

Section 21 of the Companies Act, 1956 Provides that the name of the Company may be changed by passing a special resolution in the meeting of shareholders of the company subject to the approval of Central Government. Therefore the board recommends the resolution as Special Resolution.

None of the Directors are interested in the resolutions.

BY ORDER OF THE BOARD

(                 )

DIRECTOR

PLACE: __________

DATED: _________

Specimen Notice and explanatory statement for alteration of objects

Sunday, April 20th, 2008

NOTICE

NOTICE is hereby given that the Extraordinary General Meeting of the members of ____________  Limited will be held on _______day, __th ________ 20___ at ____ a.m. at the registered office of the company at ___________________________ to transact the following business:

SPECIAL BUSINESS

1. To consider and if thought fit to pass with or without modifications the following resolution as Special Resolution.

“RESOLVED that pursuant to the provisions of section 17 of the Companies Act 1956 and other applicable provisions, if any, the clause A of the Memorandum of Association of the Company containing the main objects to be pursued by the company be altered by addition of the following new clause no. 6.

6. To do import, export, manufacture, trading, distribution, sale on retail or otherwise of computer hardware,  consumer and electronic products, consumer and electronic durables, network equipments, consultancy services and online selling services and to deal with intellectual properties for trade objectives. “
BY ORDER OF THE BOARD

(                 )

DIRECTOR

PLACE: __________

DATED: _________

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING MAY APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT TO BE A MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING PROXY, IN ORDER TO BE EFFECTIVE SHOULD REACH THE REGISTERED OFFICE OF THE COMPANY AT LEAST 48 HOURS BEFORE THE SCHEDULED TIME OF COMMENCEMENT OF THE ANNUAL GENERAL MEETING OF THE COMPANY.

2. Explanatory statement pursuant to section 173 of the Companies Act, 1956 is annexed.

EXPLANATORY STATEMENT PURSUANT TO SECTION 173 OF THE ACT.

Item No. 1

The company wishes to carry on the business of computer hardware and IT products. The present objects of the company do not allow to carry on such business. Therefore the Board of Directors has decided to insert the new clause no. 6 in the main objects of the Memorandum of Association of the Company as provided in the resolution. The new objects are more specific and remain in consonance with the name of the company. Therefore the Board recommends the addition of the proposed new clause.

Section 17 of the Companies Act, 1956 Provides that the objects clause of the Memorandum of Association of the Company may be altered by passing a special resolution in the meeting of shareholders of the company. Therefore the board recommends the resolution as Special Resolution.

None of the Directors are interested in the resolution.

BY ORDER OF THE BOARD

(                 )

DIRECTOR

PLACE: __________

DATED: _________

Specimen notice of Statutory meeting

Friday, April 11th, 2008

NOTICE

NOTICE is hereby given that the Statutory Meeting of the Company will be held on _______day, __th ________ 20___ at ____ a.m. at the registered office of the company at ___________________________ to consider the Statutory report and to transact any other business which ought to be considered at the Statutory meeting of the Company.

A copy of the Statutory report is enclosed herewith.

BY ORDER OF THE BOARD

(                  )

DIRECTOR

PLACE: __________

DATED: _________

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING MAY APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT TO BE A MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING PROXY, IN ORDER TO BE EFFECTIVE SHOULD REACH THE REGISTERED OFFICE OF THE COMPANY AT LEAST 48 HOURS BEFORE THE SCHEDULED TIME OF COMMENCEMENT OF THE STATUTORY MEETING OF THE COMPANY.

2. An Enplanatory statement pursuant to Section 173 is annexed to this notice.