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Part C - Special Resolutions of Members

  1. Amendment of Articles of Private Company
    "Resolved that with the consent of all the members of the Company present in the meeting, Articles bearing Nos. ________________be and are hereby amended to the extent stated against the Original Articles given hereunder:-

    Serial No.       Original Articles       Amended Articles

    "Resolved further that Mr./Ms.___________________ ,Director /Company Secretary be and is hereby authorized to file Form No. MGT-14 along with amended Articles of Association with the Registrar of Companies within 30 days ."
  2. Amendment of Articles of Public Company
    "Resolved that in terms of Section 5 (4) of the Companies Act, 2013, Articles bearing Nos. ________________be and are hereby amended to the extent stated against the Original Articles given hereunder:-

    Serial No.       Original Articles       Amended Articles

    "Resolved further that Mr./Ms.___________________ ,Director /Company Secretary be and is hereby authorized to file Form MGT-14 along with amended Articles of Association with the Registrar of Companies within 30 days ."
  3. Conversion of a private company into one person company
    "Resolved that in terms of Section 122 of the Companies Act, 2013 and Rule 6 of the Companies (Incorporation) Rules, 2014, the company be and is hereby authorized to convert into one Person Company and accordingly, Memorandum and Articles of Association are amended to give effect to the conversion as per details given below:-

    Serial No.       Original Articles/Memorandum       Amended Articles/Memorandum

    "Resolved further that Mr./Ms.___________ Director/Company Secretary is authorized to prepare and to sign the papers/documents/Form No. INC-5 for the conversion of M./s. _________ Ltd. into one Person Company and also, to file the aforesaid Form with the Registrar of Companies".
  4. Conversion of company into a company of any other kind
    "Resolved that in terms of Section 8 (4) of the Companies Act, 2013 read with Rule 21 of the Companies (Incorporation) Rules, 2014 and with the approval of the Central Govt. the company be and is hereby authorized to get it converted into a private/public company".

    "Resolved further that subject to the conversion of the company into private/public Company, the Memorandum of Association as well as Articles of Association are hereby altered to meet the statutory requirements for the private/public company.

    Further resolved that Mr./Ms.___________________, Director /Company Secretary be and is hereby authorized to file Form No.MGT-14 with the Registrar of Companies and Form No. INC-18 with the Regional Director."
  5. Change of location of Registered Office in the same State
    1. "Resolved that in terms of Section 12 (5) of the Companies Act, 2013, the Registered Office of the Company located at ________________ be and is hereby shifted within the same State at _________________ w.e.f. __________".
    2. "Resolved that subject to the approval of the Regional Director, the Registered Office of the company situated at __________________ falling within the jurisdiction of Registrar of Companies at ______________ be and is hereby changed within the same State located at __________________ falling within the jurisdiction of Registrar of Companies at __________".


    "Resolved further that Mr./Ms. ____________Director/Company Secretary be and is hereby authorized to prepare the application/documents and sign the same to appear before the appropriate authorities".

    Further resolved that Mr./Ms. ____________Director/Company Secretary be and is hereby authorized to file Form No. INC-22 with the Registrar of Companies within 15 days
  6. Change of name of the company
    "Resolved that in terms of Section 13 of the Companies Act, 2013 and subject to the approval of the Central Government, the name of the company be and is hereby changed to M/s._____________ Ltd."

    "Resolved further that Mr./Ms. ____________Director/Company Secretary be and is hereby authorized to prepare the application/documents and sign the same to appear before the appropriate authorities".

    Further resolved that Mr./Ms. ____________Director/Company Secretary be and is hereby authorized to file Form No. MGT-14 along with Special resolution with the Registrar of Companies within 30 days".
  7. Alteration of Memorandum of Association for shifting of Registered Office to Another State
    "Resolved that subject to the approval of the Central Government in terms of Section 13 (4) of the Companies Act, 2013, the situation clause showing the Registered Office of the Company within the State of __________ be and is hereby modified/amended for shifting the registered office to the State of ____________".

    "Resolved further that Mr./Ms. ____________Director/Company Secretary be and is hereby authorized to prepare the application/documents and sign the same to appear before the appropriate authorities".

    Further resolved that Mr./Ms. ____________Director/Company Secretary be and is hereby authorized to file Form No. MGT-14 along with special resolution with the Registrar of Companies within 30 days".
  8. Alteration of Articles
    "Resolved that in terms of Section 14 (1) of the Companies Act, 2013 and subject to the approval of National Company Law Tribunal, Article Nos._______ be and are hereby altered so as to give effect to the conversion of M/s. ________ Ltd. (public company) into M/s. ____________Ltd. (private company ) as per details given below :-

    Serial No.       Original Articles       Amended Articles

    "Resolved further that Mr./Ms. ___________ Director/ Company Secretary be and is hereby authorized to prepare and sign the application and other papers to file the same with the National Company Law Tribunal and also, to appear and file Form INC-27 along with amended Articles of Association with the Registrar of Companies within 15 days of the receipt of the Order of the competent authority ."
  9. Issue of Shares by Prospectus
    "Resolved that subject to the provisions of Sections 26 and 62 of the Companies Act, 2013, the Board of Directors of the Company be and is hereby authorized to allot shares _______ of Rs._______ each to persons including those who are not members of the company as given hereunder:-

    Serial No.       Names of Persons       No. of Shares

    "Further resolved that Mr./Ms. ____________Director/Company Secretary be and is hereby authorized to file Form No. MGT-14 along with special resolution with the Registrar of Companies within 30 days".
  10. Issue of Global Depository Receipts
    "Resolved that in terms of Section 41 of the Companies Act, 2013, the company be and is hereby authorized to issue __________ depository receipts in __________ country (ies) in the manner and with the conditions as stated hereunder:-

    (Conditions)

    "Further resolved that Mr./Ms. ____________Director/Company Secretary be and is hereby authorized to file Form No. MGT-14 along with special resolution with the Registrar of Companies within 30 days".
  11. Private Offer of Securities
    "Resolved that in terms of Section 42 (2) of the Companies Act, 2013 and Rule 14 (2) (a) of the Companies (Prospectus and Allotment of Securities ) Rules ,2014, the Company be and is hereby authorized to issue -------------shares of Rs. ______ each at a premium of Rs. _________ per share on private placement basis through offer letter in Form No. PAS-4 ."

    "Further resolved that Mr./Ms. ____________Director/Company Secretary be and is hereby authorized to file Form No. PAS-3 with the Registrar of Companies within 30 days from the date of allotment ".
  12. Issue of Sweat Equity Shares
    "Resolved that in terms of Section 54 (1) of the Companies Act, 2013 and Rule 8 of the Companies (Share Capital and Debentures) Rules 2014, the Company be and is hereby authorized to issue ________sweat equity shares for Rs.__________ each having current market price of Rs._____________ per share to the persons showing the no. of shares there against as under :-

    Serial No.       Names of the Persons       No. of Shares

    Resolved further that Mr./Ms. ____________Director/Company Secretary be and is hereby authorized to file Form No. SH-3 with the Registrar of Companies within 30 days."
  13. Issue of Preference Shares
    "Resolved that in terms of Section 55 (2) of the Companies Act 2013 read with Rule 9 of the Companies (Share Capital and Debentures) Rules, 2014 and as per Article No. ----of Articles of Association of the Company , the Company be and is hereby authorized to issue ____preference shares of Rs______ each to the persons showing the no. of shares against their names as under :-

    Serial No.       Names of the Persons       No. of Shares

    "Resolved further that the aforesaid _____________ Preference Shares be issued subject to their repayment not exceeding 20 years from the date of the issue and also, subject to the following Conditions :-

    I_______________
    II______________
    III_____________
    IV______________

    Further resolved that Mr./Ms. ____________Director/Company Secretary be and is hereby authorized to file Form No. SH-3 with the Registrar of Companies within 30 days."
  14. Issue of Debentures or Raising of Loan with option to convert such Debentures or Loan or part thereof into Shares
    "Resolved that in terms of Section 62 (3) of the Companies Act 2013, the Company be and is hereby authorized to issue ____________Debentures of Rs. ________ each and /or to raise loan to the extent of Rs_______ and /or to convert debentures /loan into ________shares of Rs________ each after the expiry of _______ years".

    Further resolved that Mr./Ms. ____________Director/Company Secretary be and is hereby authorized to file Form No. SH-6 with the Registrar of Companies within 30 days."
  15. Conversion of Unlimited Company into Limited Company by Alteration of Articles
    "Resolved that in terms of Section 65 of the Companies Act 2013 , the Company be and is hereby authorized to increase the nominal amount of its share Capital to the extent of Rs. ____________ Consisting of __________ shares of Rs__________ per share and also, to amend Article Nos._________ so as to give effect to the conversion of Unlimited Company into Limited Company as per details given hereunder:-

    Serial No.       Original Articles       Amended Articles

    Further resolved that Mr./Ms. ____________Director/Company Secretary be and is hereby authorized to file Form No. MGT 14 with the Registrar of Companies within 30 days."
  16. Reduction of Share Capital
    "Resolved that in terms of Section 66 of the Companies Act, 2013, and subject to the approval of National Company Law Tribunal (NCLT), the Company be and is hereby authorized to reduce its shares Capital from Rs___________ consisting of ________________ shares of Rs________ each to Rs___________ comprising of _____________shares of Rs________ each ," .

    "Resolved further that Mr./Ms. _______ Director /Company Secretary is hereby authorized to make necessary application and documents for filing with National Company Law Tribunal (NCLT) and to appear before the Tribunal for obtaining the approval" .

    Further resolved that Mr./Ms. ____________Director/Company Secretary be and is hereby authorized to file Form No. MGT-14 along with special resolution with the Registrar of Companies within 30 days".
  17. Buy back of Shares
    "Resolved that in terms of Section 68 (2) (b) of the Companies Act 2013, Rule 17 of the Companies (Share Capital and Debentures ) Rules 2014 and as per Article No._____ of the Articles of Association , the Company be and is hereby authorized to purchase its own _____shares or other specified securities from the shares holders or Security holders as per the details given below :-

    Serial . No.       Names of Persons       No. of Shares/Securities       Rate per Share/Security       Total Consideration
    Further resolved that Mr./Ms. ____________Director/Company Secretary be and is hereby authorized to file the letter of offer in Form No. SH-8 the Registrar of Companies before the buy back of shares and also, Form No. SH-11 along with the certificate in Form No. SH-15 after the Buy back of shares ".
  18. Acceptance of Deposits from Public
    "Resolved that in terms of Section 76(1) (b) of the Companies Act 2013, and Rule 2 (1) (e) of the Companies ( Acceptance of Deposits )Rules , 2014 , the Company be and is hereby authorized to accept deposits from persons other than its members subject to the compliance of the requirements provided under Section 73 ( 2) of the Companies Act 2013 and Rules framed thereunder."

    "Resolved further that Mr./Ms. ___________________ ,Director /Company Secretary be and is hereby authorized to file Form No.DPT-1 with the Registrar of Companies not less than 30 days before the date of issue of the advertisement /notice for deposits ."
  19. Place of Keeping of Registers, Returns Etc
    "Resolved that in terms of Section 94 (1) of the Companies Act 2013 and Rule 15 ( 6) of the Companies (Management and Administration )Rules 2014, the Company be and is hereby authorized to keep registers under Section 88 and Annual Return at __________(Complete address)______________________________, a place other than the registered office, where more than one tenth of total Members reside".

    "Resolved further that Mr./Ms. ___________ , Director / Company Secretary be and is hereby authorized to file Form No.MGT-14 along with special resolution with Registrar of Companies at least one day before the General Meeting."
  20. Removal of Auditor Before Expiry of his Term
    "Resolved that in terms of Section 140 (1) of the Companies Act 2013, Rule 7 of Companies ( Audit and Auditors ) Rules 2014, due consideration of the hearing given to the auditor, M/S_____________ CA as well as subject to the approval of the Central Government , the company be and is hereby authorized to remove the said M/S _________________ CA ( Membership No.______) having office at ______________________________________before the expiry of his term as Auditor of the Company ."

    Further resolved that Mr./Ms. ____________Director/Company Secretary be and is hereby authorized to prepare the application in Form No. ADT—2 and file the same under his /her signature with the Central Govt. within 30 days . "

    Further resolved that Mr./Ms. ____________Director/Company Secretary be and is hereby authorized to file Form No. MGT-14 along with special resolution with the Registrar of Companies within 30 days".
  21. Appointment of more than 15 Directors and Alteration of Articles of Association
    " Resolved that in terms of Section 149 (1) (b) of the Companies Act 2013 , the Company be and is hereby authorized to increase the number. of Directors beyond fifteen to the extent of ________ and accordingly, Article No._________ is also hereby amended to give effect to the said increase of number of Directors" .

    "Resolved further that Mr./Ms._________ Director / Company Secretary be and is hereby authorized to file Form No. MGT-14 with Registrar of Companies within 30 days ."
  22. Appointment of Independent Director Beyond 5 years
    "Resolved that in terms of the provisions of Section 149 (1) (b) and (4) of the Companies Act 2013, Mr./Ms._______________ be and is hereby appointed as independent Director with effect from ____ for a period of ____years".

    Resolved further that Mr./Ms.________ Director / Company Secretary is hereby authorized to file Form No. DIR-12 with the Registrar of Companies within 30 days."
  23. Restrictions on Powers of Board of Directors
    "Resolved that in terms of Section 180 (1) (a) to (d) of the Companies Act 2013, the Company hereby authorizes the Board of Director to exercise the following powers:-

    1. To sell, lease or dispose of the whole or substantially the whole of the undertaking etc.
    2. To invest otherwise in trust securities the amount of compensation received as a result of merger or amalgamation.
    3. To borrow money, where the money to be borrowed together with the money already borrowed in excess of the aggregate of the paid up capital and free reserves.
    4. To remit or give time for the repayment of debt from Director.


    "Resolved further that Mr./Ms._________ Director / Company Secretary be and is hereby authorized to file Form No. MGT 14 with the Registrar of Companies within 30 days ."
  24. Loan to Managing Director or Whole time Director or Director
    " Resolved that in terms of Section 185(1) of the Companies Act 2013, and as per the condition of service of the company, loan of Rs.__________ be and is hereby approved to Mr./Ms._______________ Managing /Whole time Director/Director, to be repaid in ------- installments of Rs_______ per month together with interest @ ___________% per annum ."

    "Resolved further that Mr./Ms._________ Director / Company Secretary be and is hereby authorized to file Form No. MGT 14 with the Registrar of Companies within 30 days
  25. Loan and Investment by the Company
    "Resolved that in terms of Section 186 (2) & (3) of the Companies Act 2013, the Company be and is hereby authorized to give any loan or guarantee or providing any security or purchase/acquisition of the shares /securities aggregating to Rs__________ exceeding 60 % of the paid up share capital plus free reserves and securities premium account or 100% of its free reserves and securities premium account whichever is more ."

    "Resolved further that Mr./Ms._________ Director / Company Secretary be and is hereby authorized to file Form No. MGT 14 with the Registrar of Companies within 30 days
  26. Related Party Transactions of the Company having paid-up capital of Rs. 10 Crores or more
    " Resolved that in terms of Section 188 (1) of the Companies Act 2013 and Rule 15 (3) of the Companies (Meetings of Board and its Powers ) Rules 2014, the Company be and is hereby authorized to enter into contract or arrangement of Rs___________ with effect from ________with M/S _______________ In which Mr./Ms. ______________, Director is interested ."

    "Resolved further that Mr./Ms._________ Director / Company Secretary be and is hereby authorized to file Form No. MGT-14 with the Registrar of Companies within 30 days
  27. Appointment of Managing Director / Whole-time Director / Manager Who has attained the Age of 70 years
    "Resolved that in terms of Section 196 (3) (a) of the Companies Act 2013, Mr./Ms.________ having age of ______ years be and is hereby appointed as Managing Director / Whole-time Director / Manager for a period of ____ years with effect from _______".

    "Resolved further that Mr./Ms._________ Director / Company Secretary be and is hereby authorized to file Form No. MR-1 with the Registrar of Companies within 30 days
  28. Investigation into Affairs of the Company
    " Resolved that in terms of Section 210 (b) of the Companies Act 2013, the affairs of the Company be investigated by the central government covering the period of financial years __________ ".

    "Resolved further that Mr./Ms._________ Director / Company Secretary be and is hereby authorized to file Form No. MGT-14 with the Registrar of Companies within 30 days
  29. Investigation into Affairs of the Company by Serious Fraud Investigation Office (SFIO)
    "Resolved that in terms of Section 212 (1) (b) of the Companies Act 2013, the affairs of the company be investigated by the officers of the Serious Fraud Investigation Office (SFIO) covering the period of financial years __________ ".

    "Resolved further that Mr./Ms._________ Director / Company Secretary be and is hereby authorized to file Form No. MGT-14 with the Registrar of Companies within 30 days".
  30. Compromise or Arrangements with Creditors / Members
    "Resolved that in terms of Section 230 (6) of the Companies Act 2013, and as per the Order / Directions of the National Company Law Tribunal, the company is authorized to agree to the compromise or arrangement or amalgamation with M/S_____________".

    "Resolved further that Mr./Ms._________ Director / Company Secretary be and is hereby authorized to file Form No. MGT-14 with the Registrar of Companies within 30 days
  31. Merger or Amalgamation of Certain Companies
    "Resolved that in terms of Section 233 (1) (b) of the Companies Act 2013, and with the consent of at least 90% of the total number of shares , the Company be and is hereby authorized to amalgamate two or more small Companies or between a holding Company and its wholly owned subsidiary ".

    "Resolved further that Mr./Ms._________ Director / Company Secretary be and is hereby authorized to file Form No. MGT-14 with the Registrar of Companies within 30 days
  32. Removal of Name of Company from Register
    "Resolved that in terms of Section 248 (2) of the Companies Act 2013, the Companies be and is hereby authorized to move the application to the Registrar of Companies for removing the name of the company from the Register of Companies maintained by his office ".

    Resolved further that Mr/Ms ________________ Director / Company Secretary of the company be and is hereby authorized to prepare necessary application along with required documents and file the same with the Registrar of Companies under his / her Signature."

    "Resolved further that Mr./Ms._________ Director / Company Secretary be and is hereby authorized to file Form No. MGT-14 with the Registrar of Companies within 30 days"
  33. Amalgamation of Sick Company with Another Company
    "Resolved that as per the scheme and also the provisions of Section 262 (2) of the Companies Act 2013, the Company be and is hereby authorized to merge with M/S____________ Ltd with effect from __________ ."

    "Resolved further that Mr./Ms._________ Director / Company Secretary be and is hereby authorized to file Form No. MGT-14 with the Registrar of Companies within 30 days
  34. Winding up of the Company by the National Company Law Tribunal, (NCLT)
    "Resolved that in terms of Section 271 (1) (b)of the Companies Act 2013 , the Company be and is hereby authorized to move the application to National Company Law Tribunal, (NCLT) for the winding up of the Company ."

    Resolved further that Mr/Ms ________________ Director / Company Secretary of the company be and is hereby authorized to prepare necessary application along with required documents and file the same with the National Company Law Tribunal, (NCLT) under his / her Signature."

    "Resolved further that Mr./Ms._________ Director / Company Secretary be and is hereby authorized to file Form No. MGT-14 with the Registrar of Companies within 30 days"
  35. Voluntary Winding Up of the Company
    "Resolved that in terms of Section 304 (b) of the Companies Act 2013, the Company be and is hereby authorized to be wound up voluntarily and Mr/Ms__________ Advocate /Company Secretary is appointed as the voluntary liquidator on the Consolidated remuneration of Rs______ with effect from ___________ ."

    "Resolved further that Mr./Ms._________ Director / Company Secretary be and is hereby authorized to file Form No MGT-14 with the Registrar of Companies within 30 days"

List of the above mentioned e-Forms with Instruction Kits. Click the URL as desired for pdf forms of following forms:-

 

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