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1 ACCOUNTING/FINANCIAL YEAR
R.1 Adoption of, first financial year
R.2 Change of financial year
R.3 Change of financial year - Another precedent
R.4 Change of financial year - Another precedent
R.5 Exemption from attaching annual accounts
R.6 Adopting the financial year of the holding company
R.7 Change in financial year of holding company to coincide with the financial year of the subsidiary company
R.8 Application of ‘securities capital’ account
R.9 Transfer to and from general reserve
R.10 Waiver of registration fee
R.10A Revaluation of fixed assets
2 ACCOUNTS
R.11 Consideration or re-consideration of draft accounts amended accounts
R.11A Approval of draft annual statements of accounts
R.11B Revision of draft annual accounts
R.11C Re-approval of modified statements of account
R.12 Approval of draft annual statements of accounts
R.12A Approval and audit of abridged balance sheet
R.13 Adoption of balance sheet, profit and loss account, auditors’ report and directors’ report
R.14 Board Resolution for filing annual accounts
R.14A Board resolution for filing unaudited provisional accounts where AGM not held
R.15 Recording of quarterly unaudited financial results
R.16 Noting holding company’s interest in subsidiary
R.17 Adoption of balance sheet of holding company without attaching that of subsidiary
R.17A Inspection of subsidiary’s books
R.18 Filing of balance sheet and profit and loss account of a foreign company without those of its subsidiary
R.19 Subsequent amendments to already adopted balance sheet, profit and loss account and directors’ report
R.20 Writing off bad debts
R.21 Disposal of obsolete inventory
R.22 Disposal of scrap
R.23 Adoption of balance sheet and profit and loss account in a form different from Schedule VI
R.24 Board Resolution for seeking exemption from complying with certain provisions of Schedule VI
R.25 Filing of unaudited balance sheet with RoC
R.26 Revaluation of fixed assets
R.27 Microfilming
R.28 Destruction of records
3 AGREEMENT
R.29 Approval and execution of agreement
R.30 Approval and execution of agreement - Another precedent
4 ALLOTMENT OF SHARES
R.31 Approval of draft allotment letter
R.32 Dematerialising Equity Shares
R.33 Allotment of shares for a consideration other than cash and issue of share certificate
R.34 Making several allotments ‘for cash’
R.35 Making single allotment and issue of share certificates simultaneously
R.36 Allotment on over subscription of issue
R.37 Return of share application money
R.38 Resolution allotting shares to renouncees
R.39 Belated returns of allotment, extension by time RoC
R.40 Filing of return of allotment with RoC
R.41 Allotment of shares on conversion of term loans into equity
R.42 Board Resolution for allotment of shares for consideration other than cash where relevant contract is not in writing and filing return of allotment
5 AMALGAMATION
R.43 Consideration of scheme by Board
R.44 Board resolution for considering amalgamation scheme
R.45 Prior approval of amalgamation scheme by shareholders, optional
R.46 Merger of subsidiaries with the holding company
R.47 Amalgamation by order of Central Government in national or public interest
R.48 Preservation of books and papers of company
6 AMENDMENT
R.49 To a motion at the meeting
R.50 Amendment a resolution passed earlier
R.51 To amend the already approved balance sheet, profit and loss account, directors’ report
R.52 Board resolution for filing annual return
R.53 Board resolution for filing of annual return by a company not having share capital
7 ANNUAL RETURN
R.54 Certification of Annual Return
R.55 Extension of time for holding annual general meeting
8 APPOINTMENT OF EMPLOYEES
R.56 Authority to sign appointment orders
R.57 Withholding of annual increment of employee
9 ARBITRATION
R.58 Decision to arbitrate
10 ARRANGEMENT
R.59 Approval of scheme of arrangement between company and class of shareholders at general meeting or class meeting
R.60 Resolution amending scheme of arrangement
11 ARTICLES OF ASSOCIATION
R.61 Adoption of new articles in substitution of old
R.62 Share qualification of directors
R.63 Alteration of articles by addition to an article
R.64 Alteration of articles by deletion of a specific article
R.65 Insertion of a new article
R.66 Alteration of articles by inserting new article - Another precedent
R.67 Alteration of articles by inserting new article - Another precedent
R.68 Alteration of articles by substituting certain words
R.69 Alteration of articles by substitution of a specific article
R.70 Alteration of articles - Various amendments simultaneously
R.71 Alteration of articles - Various amendments simultaneously - Another precedent
R.72 Board Resolution for converting a public company into a private company
R.73 Special Resolution for converting public company into private company
R.74 Special Resolution for conversion of private company into public company
12 ATTORNEY
R.75 Appointment
R.76 Authorization to Secretary as attorney to handle legal action
R.77 Resolutions constituting attorney for signing pleadings and representing the company in legal proceedings
R.78 Reference to solicitors for legal action
R.79 Execution of Indemnity Bond
R.80 Authorisation for dealing in Sales Tax/Value Added Tax Matters
R.81 Authorisation for dealing in Central Excise/Customs Duty matters
13 AUDIT OF ACCOUNTS OF BRANCH OFFICE
R.82 Approval for exemption from audit of branch office
R.83 Approval for exemption from audit of branches by qualified auditor
R.84 Board Resolution for seeking approval of Central Government for exemption from branch audit
14 AUDITORS : BRANCH AUDITOR
R.85 Appointment of company’s auditor/any other qualified person as branch auditor
R.86 Appointment of a person other than company’s auditor as branch auditor
R.87 Appointment of Branch Auditor
R.88 Board resolution for appointment of internal auditor
15 AUDITORS : COST AUDITOR
R.89 Application to central Government for appointment of cost auditor
R.90 Appointment of cost auditor
R.91 Board resolution for submission of cost audit report
16 AUDITORS : STATUTORY AUDITOR
R.92 Appointment of first statutory auditor
R.93 Appointment of first statutory auditor - Where Board fails to appoint within one month of date of registration of company
R.94 Appointing of retiring auditors
R.95 Appointment of internal auditor
R.96 Appointment of statutory auditor of a company in which financial institutions, banks, etc., are holding 25 per cent or more shares
R.97 Appointment of statutory auditor of Government company/company attracting section 619B
R.98 Appointment of joint statutory auditor
R.99 Appointment of statutory auditor other than retiring auditor
R.100 Appointment of statutory auditor to fill casual vacancy caused by resignation
R.101 Appointment of statutory auditor to fill casual vacancy caused otherwise than by resignation
R.102 Non-appointment of statutory retiring auditor and appointment of another in his place
R.103 Non-appointment of statutory auditor and appointment by Central Government
R.103A Vacation of office of auditor
R.104 Re-appointment of statutory retiring auditor
R.105 Removal of statutory auditor
R.106 Remuneration of statutory auditor - Revision
R.107 Petition to Company Law Board seeking leave from circulating defamatory matter regarding removal of auditor
R.108-109 GM resolution for filling up of casual vacancy of auditors caused by resignation
17 TAX AUDITOR
R.110 Appointment
18 SPECIAL AUDITOR
R.111 Appointment of Special Auditors - Intercorporate investments in shares in a minority holding
19 AUDITOR’S REPORT (COST AUDIT)
R.112 Authentication of Annexure and Proforma to Cost Audit Report
R.113 Report on audit of cost accounts
20 AUTHENTICATION OF DOCUMENTS
R.114 Authentication of documents and proceedings
R.114A Board Resolution for authentication of documents - Another precedent
R.115 Deed relating to service agreement
R.116 Execution of excise bond
21 BANK ACCOUNT
R.117 Authority to open bank account
R.118 Authority to open bank account for securing overdraft facilities against security
R.119 Change in authorisation to operate an account
R.120 Opening of special bank account for public issue
R.121 Bank account for collection of allotment money
R.122 Opening of special bank account for transfer of unpaid dividend
22 BANKERS TO THE PUBLIC ISSUE
R.123 Appointment of
23 BONUS
R.124 Payment of maximum bonus permissible under Payment of Bonus Act, 1965
R.125 Payment of minimum bonus required under Payment of Bonus Act, 1965
24 BONUS SHARES
R.126 Issue of bonus shares - Board’s recommendation to members
R.127 Issue of bonus shares - Simple precedent
R.128 Issue of bonus shares - Another precedent
R.129 Issue of bonus shares - Special precedent for a case where condition of issue of bonus shares as earlier decided is required to be modified
R.130 Issue of bonus shares - Special precedent for a case where no fractional certificates or coupons are issued
R.131 Issue of bonus shares - Special precedent for a case where fractional certificates or coupons are issued
R.132 Issue of bonus shares - Case where fractional certificates are issued - Another precedent
R.133 Board resolution for allotment of bonus shares
25 BOOKS AND RECORDS
R.134 Authority to destroy books, etc.
26 BOOKS OF ACCOUNT
R.135 Maintenance of books at a place other than registered office
R.136 Making Chief Accounts Officer responsible for maintenance of books of account
27 BORROWINGS
R.137 Microfilming of accounts records 8 years old
R.138 Board Resolution for destruction of books
28 BORROWINGS WITHIN THE AUTHORITY OF BOARD OF DIRECTORS
R.139 Borrowing by way of cash credit arrangement; short-term loan; seasonal loan; overdrafts and all other temporary loans by the Chief Finance Officer
R.140-141 Borrowing under re-discounting of bills scheme
29 BORROWINGS BY WAY OF LOANS IN EXCESS OF PAID-UP CAPITAL AND FREE RESERVES
R.142 Authority to directors to borrow in excess of paid-up capital and free reserves
R.143 Authority to directors to borrow in excess of paid-up capital and free reserve - Another precedent
R.144 Borrowing limit fixed earlier - Sanction for its upward revision
R.145 Borrowing limit fixed earlier - Sanction for its upward revision - Another precedent
R.146 Performance guarantee/guarantee for advance against contract
R.147 Delegation of borrowing power by the Board
R.148 Borrowing otherwise than against debentures as un-secured loans
30 BORROWINGS FROM FINANCIAL INSTITUTIONS BY WAY OF CONVERTIBLE LOANS
R.149 Authority to directors to borrow loans from financial institutions with an option to convert a part of such loans into fully paid-up equity shares
31 BORROWING BY WAY OF MORTGAGING AND CREATING CHARGES
R.150 Authority to directors to borrow by mortgaging and/or creating charge
R.151 Authority to directors to borrow by mortgaging and/or creating charge - Another precedent
R.152 Authority to directors to dispose of assets
R.153 Authority to directors to borrow by mortgaging and/or creating charge in favour of trustees for the debenture holders
R.154 Authority to directors to borrow by mortgaging and/or creating charges in favour of depositors
R.155 Authority to directors to borrow foreign currency loan by mortgaging and/or creating charges in favour of financial institutions
R.156 Enhancement of interest on overdrawn cash credit limit
R.157 Borrowing by creating charge in favour of bank
R.158 Borrowing against pledge of shares
32 BORROWINGS BY ISSUE OF BONDS
R.159 Authority to directors to borrow by issue of bonds with conversion rights
R.160 Authority to directors to borrow by issue of convertible bonds - Rights/public issue combined
R.161 Issue of convertible warrants to promoters and associates on preferential basis by listed company
R.162 Borrowing by pledge of shares
R.163 Delegation of power to borrow - Resolution ratifying act of managing director
R.164 Adoption of managing director’s borrowings for the company
R.165 Borrowing by issue of commercial paper
R.166 Borrowing by issue of Commercial Paper (CP)
R.167 External Commercial Borrowings (ECBs)
33 BRANCH/DIVISIONAL OFFICE
R.168 Establishment of a new branch
R.169 Opening of new divisional sales office
R.170 Board resolution for obtaining declaration that an establishment is not a branch office
R.171 Board resolution for making application for opening of a branch by Nidhis
R.171A Opening of a foreign branch
34 BROKERAGE
R.172 Payment of brokerage
35 BROKERS
R.173 Appointment of brokers to the public issue
36 BUDGET
R.174 Approval of Budget
R.175 Approval for Revision of Budget
R.176 Increase in capital expenditure
37 BUY-BACK OF SHARES
R.177 Board Resolution for buy-back of shares up to 10 per cent of total paid-up capital and free reserves of a private company or unlisted public company
R.178 Board Resolution for buy-back of shares up to 10 per cent of total paid-up capital and free reserves of a listed public company
R.179 Board resolution for buy-back of shares beyond 10 per cent of total paid-up capital and free reserves of a private company or unlisted public company
R.180 Board resolution for buy-back of securities
R.181 Board resolution for buy-back of shares beyond 10 per cent of total paid-up capital and free reserves of a listed public company
R.182 Board resolution for buy-back of securities
R.183 Buy back of shares - Approval of listed company
R.184 Buy-back of shares - Approval of listed Company - Another precedent
R.185 Buy-back of shares - Insertion of enabling provision to buy-back in articles
R.186 Special resolution for buy-back of securities
38 CALLS ON SHARES
R.187 First call
R.188 Final call payable in instalments
R.189 Receiving call in advance
R.190 Extension of last date for payment of call
R.191 Revocation of call
R.192 Acceptance of moneys not called up
39 CHARGES
R.193 Application to Registrar of Companies seeking extension of time for filing particulars of charges modifications/satisfaction
R.194 Petition to Company Law Board for rectification of register of charges
R.195 Board Resolution for seeking extension of time for filing return of charges
40 CHAIRMAN
R.196 Appointment of Chairman of Board of Directors
R.197 Appointment of Chairman of the Annual General Meeting
41 CHIEF EXECUTIVE OFFICER/GENERAL MANAGER
R.198 Board resolution for appointment of Chief Executive Officer/ General Manager- Board Resolution
42 COLLABORATION AGREEMENT
R.199 Approval of agreement
R.200 Payment of tax-free remuneration to foreign technician
43 CIRCULAR RESOLUTION
R.201 Draft Circular Resolution
R.202 Board Resolution for confirmation of circular resolution
44 COMMITTEE OF DIRECTORS
R.203 Appointment of Committees with specific powers
R.204 Committee with temporary power
R.205 Report of committee - Adoption by Board
R.206 Constitution of Purchase Committee
R.207 Constitution of Technical Committee
R.208 Appointment of share transfer and issue of share certificates committee - Another precedent
R.209 Constitution of Remuneration Committee
R.210 Constitution of Remuneration Committee of listed company
R.211 Approval of managerial remuneration by Remuneration Committee
R.212 Constitution of shareholders/investors grievances committee in listed company
R.213 Audit committee - For unlisted ‘public’ companies
R.214 Audit Committee for unlisted ‘public’ company - Another precedent
R.215 Audit Committee - For listed companies
R.216 Constitution of Selection Committee for appointment of relatives of Directors in a public company
R.217 Resolution Constituting Nomination Committee of the Board for appointment of non-excentive directors
45 COMMENCEMENT OF BUSINESS
R.218 Board resolution authorising filing of e-form 19 for obtaining certificate of commencement of business where company has issued prospectus
R.219 Board resolution authorising filing of e-form 20 for obtaining certificate of commencement of business where company did not issue prospectus
R.220 Board resolution for commencement of new business
R.221 Commencement of new business
R.222 Commencement of new business - Approval of shareholders - Another precedent
R.223 Commencement of new business - Approval of shareholders - Another precedent
R.224 Commencement of new business - Approval of the shareholders in the same meeting in which resolution for alteration of objects clause of memorandum of association is moved
R.225 Board resolution for commencement of new business
46 COMMON SEAL
R.226 Adoption of common seal - And custody
R.227 Authority to affix common seal
R.228 Adoption of official seal
R.229 Approval for affixing common seal
R.230 Resolution of board establishing a sealing committee
47 COMPANY FORMATION
R.231 Promoting a new company by an existing company
R.232 Getting up a new company
R.233 Formation of a JV Company limited by preference shares
R.234 Special Resolution for registration of joint stock company under Part IX
R.235 Board resolution for formation of subsidiary by direct promotion
48 COMPANIES LAW BOARD
R.236 Appeal against orders of CLB
49 COMPOUNDING OF OFFENCE
R.237-239 Compounding of offence before the commencement of Companies (Second Amendment) Act, 2002 - Application for
R.240 Compounding of an offence after the commencement of Companies (Second Amendment) Act, 2002 application for
R.241 Compounding of offence - Intimation of
50 COMPROMISE
R.242 Authorising directors to make petition to High Court for sanctioning scheme of compromise with creditor
R.243 Calling meeting of creditors for approving compromise
R.244 Creditors approving scheme of compromise
51 CONDONATION OF DELAY IN FILING OF DOCUMENTS
R.245 Board Resolution for application to Central Government for condonation of delay in filing applications with the central government
R.246 Board Resolution for application to Central Government for condonation of delay in filing of documents with ROC
52 CONSENT TO THE ISSUE OF SHARES
R.247 Obtaining various consents from solicitors, auditors, underwrit¬ers and brokers, etc., to issue of shares
53 CONSULTANCY SERVICE
R.248 Approval of agreement
54 CONTRACTS
R.249 Acceptance of offer
R.250 Authority to directors to enter into contracts - General purpose precedent
R.251 Authority to individuals to enter into contract
R.252 Taking on record contracts where Company is undisclosed principal
R.253 Assignment of Patents and Trade Marks
R.254 Adoption of preliminary contracts
R.255 Entering into partnership
R.256 Board Resolution for execution of agreement of lease
R.257 Adoption of contract in which the company is the undisclosed principal
55 CONTRIBUTIONS TO CHARITABLE FUNDS
R.258 Contributions to charitable funds within statutory limit during financial year - Approval by Board
R.259 Authority to directors to contribute to charitable and other funds
R.260 Authority to directors to contribute to charitable funds/associa¬tion undertaking programme of rural development
R.261 Contribution to specific charitable and other funds - Ex-post facto approval given to directors
R.262 Contribution to charitable funds - Authority to directors
56 CONTRIBUTIONS TO NATIONAL DEFENCE FUND
R.263 Contributions to National Defence Fund - Approval by Board
57 CONTRIBUTIONS TO POLITICAL PARTIES
R.264 Contributions to political parties for political purposes - Approval by Board
R.265 Contributions to political parties for political purposes - Another precedent
58 DEBENTURES
R.266 Conversion of bearer debentures into registered debentures and increase in the rate of interest
R.267 Appointment of Debenture Trustees
R.268 Authority to directors to issue debentures secured by trust deed
R.269 Approval of Debenture Trust Deed
R.270 Debenture issue
R.271 Debentures to be secured by floating charge
R.272 Issue of irredeemable or perpetual debentures
R.273 Board resolution for issue of debentures
R.274 Board resolution for issue of debentures
R.275 GM special resolution for issue of debentures/Rights issue of debentures
R.276 Authority to directors to issue rights debentures - section 291
R.277 Authority to directors to issue partly convertible debentures - Public issue - Simple precedent - section 291
R.278 Authority to directors to issue fully convertible debentures - section 291
R.279 Authority to directors to issue non-convertible debentures under non-cumulative/cumulative interest scheme - section 291
R.280 Authority to directors to issue non-convertible debentures - Another precedent - section 291
R.281 Allotment of non-convertible debentures and issue of certificates
R.282 Money raised through Debentures to be kept in an escrow account
R.283 Allotment of debentures and issue of certificates
R.284 Extension of time for issue of debenture certificate
R.285 Authority to directors to make composite issue of convertible/non-convertible debentures - rights/public issue combined
R.286 Authority to directors to issue simultaneously equity shares and debentures
R.287 Authority to directors to issue debentures to financial institutions with an option to convert a part of their holdings into fully paid-up equity shares
R.288 Further issue of debentures - Sanction by debenture-holders
R.289 Authority to directors to issue fresh debentures to redeem old debentures
R.290 Authority to issue redeemed debentures not cancelled
R.291 Creation of DRR
R.292 Redemption of debentures - Extension of redemption date
R.293 Redemption of debentures
R.294 Allotment of shares on conversion of debentures
R.295 Transfer of debentures
R.296 Resolutions for appointment of a receiver for a sale of security
R.297 Variation in the rights of debenture-holders
R.298 Variation in the rights of debenture-holders
R.299 Roll over of Debenture
R.300 Board resolution for submitting application to Company Law Board for extension of time for issue of debenture certificate
59 DEEMED PUBLIC
R.301 Board Resolution for Intimation to Registrar of Companies under section 43A(2A)
60 DEPOSITS FROM PUBLIC
R.302 Inviting/accepting public deposits
R.303 Inviting/accepting public deposits - Another precedent of Board Resolution
R.304 Acceptance of deposits without invitation through private placement
R.305 Application to Central Government for obtaining exemption/extension of time
R.306 Renewal of deposits
R.307 Seeking exemption for renewing deposits beyond limits laid down in Acceptance of Deposits Rules
R.308 Representation against application filed by depositors before Company Law Board on failure to repay deposit
R.309 Deposits from small depositors under section 58AA
R.310 Premature payment of Public Deposits
R.311 Moratorium to Relief undertakings
R.312 Nomination by individuals
R.313 Unpaid and unclaimed deposits for 7 years after maturity
R.314 Board resolution for an intimation of default to Company Law Board.
R.315 Board resolution for filing annual return of deposits with ROC
61 DIRECTORS -APPOINTMENT
R.316 Recording the appointment of first directors
R.317 Additional Director - Appointment by Board
R.318 Additional Director - Appointment by Board - Another precedent
R.319 Additional Director - Regularisation of appointment in AGM
R.320 Additional Director - Regularisation of appointment in AGM of listed company
R.321 Alternate Director - Appointment by Board
R.322 Appointment of Nominee Director
R.323 Directors to be elected by small shareholders
R.324 Disqualification for appointment as director [Sections 274(1)(g), 274, 275, 276 & 277]
R.325 Removal of disqualification for appointment as a director
R.326 Compliance of sections 274, 275, 276 & 277, 266A to 266F, DIN, etc
R.327 Board resolution to furnish information about Director Identification Number to Registrar etc.
R.328 Vacation of office by directors
R.329 Vacation of office of alternate Director
R.330 Alternate Director - Appointment in general meeting
R.331 Vacation of office of director ‘for absence’ without leave of absence
R.332 Non-election of a Director retiring by rotation
R.333 Appointment for the first time ‘as a Director’ liable to retire by rotation
R.334 Reappointment of retiring director
R.335 Appointment of new Director in place of retiring Director
R.336 Resolution that appointment of two or more Directors may be made by a single motion
R.337 Option to adopt system of proportional representation for appointment of Directors
R.338 Filling of casual vacancy in office of Director by Board
R.339 Filling of casual vacancy in Office of Director by Shareholders - GM Resolution
R.340 Filling of casual vacancy in office of Director by shareholders - Another variant
R.341 Change in the register of directors - Making entries
R.342 Appointment of Directors by the Central Government
R.343 Petition to Company Law Board seeking leave from circulating defamatory matter regarding removal of Director
R.344 Share Transfer & Transmission Committee
R.345 Fixing the minimum and maximum of Board’s strength
R.346 Increase of Board’s strength beyond 12 Directors
R.347 Board Resolution for increase in the number of Directors beyond 12 Directors
R.348 General meeting resolution for increase in number of Directors
R.349 Board resolution for decrease in number of Directors
R.350 General Meeting Resolution for decrease in number of Directors
62 COMMISSION
R.351 Board resolution for payment of commission to Directors
R.352 Authority for payment of commission to Directors
R.353 Authority for payment of commission to Directors in excess of prescribed limits
R.354 Authority of payment of commission to non-working Directors who are members of committee of Directors
R.355 Renewal of commission payment to Directors
R.356 Board resolution for periodic payment of remuneration to Directors
R.357 Board Resolution for increase in remuneration of non-whole time Directors
R.358 General Meeting Resolution for increase in remuneration of non-whole time Directors within limits
63 CONTRACTS
R.359 Approval of contracts in which Directors are interested in
R.360 Approval by Central Government (Regional Director) of contract in which Directors are interested in
R.361 Recording of declaration of interest in contracts - General notice
R.362 Declaration of Directors’ holding of 2% of paid-up capital under section 299(6)
R.363 Circulation of Memorandum of Interest to member
R.364 Director’s duty to disclose shareholdings and notice to company
R.364A Register of contracts
64 DEBT
R.365 Extending time of repayment of debt due by a Director
R.366 Remission of debt due by a Director
65 DIGITAL SIGNATURE CERTIFICATE
R.367 DSC of Chairman/Directors/Secretary
66 GUARANTEE
R.368 Requesting Directors to give their personal guarantee and indemnifying them by company for loss arising thereout
R.369 Resolution authorising a Director to execute transfer deed on behalf of the company
R.370 Authority for payment of guarantee commission to Directors
R.371 Counter-guarantee for Directors, personal guarantee given as Collateral Security
67 LIABILITY
R.372 Resolution making Director’s liability unlimited
68 LOANS
R.373 Approval by Central Government of loans to Directors
R.374 Board Resolution for making loan to Director
R.375 Board Resolution for obtaining sanction of Central Government for making of loan to Director
69 LOAN TO/MANAGING/WHOLE-TIME DIRECTOR - NUMBER OF DIRECTORS INCREASE AND DECREASE
R.376 Decrease in number of directors
R.377 Increase in number of Directors within the permissible limit
R.378 Increase in number of Directors’ though within permissible limit under Articles yet requiring Central Government’s approval
70 POWERS OF DIRECTORS - GENERAL
R.379 Validity of act of a Director
R.380 General Powers of the Board L revocation of earlier resolution
R.381 Insurance against usual risks - Company’s Policy
R.382 Approval of annual budget of the company
R.383 Maximum Retail Price (MRP) per products
R.384 Performance guarantee of company’s own for down payment of advance
R.385 Leasing premises for company’s office
R.386 Approval of Company Rules
R.387 Authorisation to sign documents, section 54
R.388 Assignment of IPRs
R.389 Submission of dispute to arbitration
R.390 Appointment of lawyers
R.391 Waiver of fees
R.392 Board resolution for making inter-corporate loans within limits
R.393 Board resolution for making inter-corporate investments within limits
R.394 Board resolution for petition to CLB under section 409(1)
R.395 Board resolution for declaration as defunct company
71 OFFICE OR PLACE OF PROFIT
R.396 Firm holding an office of profit in which director is a partner - Approval under section 314(1)/(1B)
R.397 Resolution permitting Director to receive sitting fees from subsidiary
72 RELATIVE OF A DIRECTOR (SUCH DIRECTOR HOLDING OFFICE OR PLACE OF PROFIT) HOLDING OFFICE OF PROFIT AS AN EMPLOYEE
R.398 Approved under section 314(1)/204
R.399 Increase in salary of relative of a Director
R.400 Lawyer Director holding office/place of profit carrying remunera¬tion up to sum prescribed under section 314(1B) - Approval under section 314(1)
R.401 Appointment of relative of a Director as an employee drawing salary below sum prescribed under section 314(1)(b) - Approval of Board
R.402 Appointment of Director as a consultant
R.403 Relative of a Director holding office of profit as an employee drawing remuneration equal to or more than the sum prescribed under section 314(1B)/204 - Approval of Company/Central Government
R.404 Ex post facto approval and waiver of recovery of payment to a firm holding place of profit
R.405 Board resolution for appointment of relative of a Director to an office or place of profit
R.406 Agreement with employees’ union
R.407 Contribution to Employees’ Welfare Fund
R.408 Payment of remuneration to Directors
R.409 Payment of remuneration to non-whole-time Directors - Another precedent
73 RESIGNATION AND REMOVAL OF DIRECTOR
R.410 Acceptance of resignation of Director
R.411 Appointment of another director in place of existing Director
R.412 Resolution including proposals to remove Director in the agenda of the next General Meeting
R.413 Board resolution for petition to Company Law Board under section 284(4)
74 RETIRING
R.414 Not seeking re-appointment - Appointment of another Director in his place
R.415 Re-appointment of Director
R.416 Appointment of small shareholders’ Director : A Companys proposal
75 SITTING FEES
R.417 Board Resolution for payment of sitting fees
R.418 Sitting fees payable to Directors - Increase in, up to maximum permissible
R.419 Sitting fees payable to Directors - Increase in, within maximum permissible - Another precedent
R.420 Payment of sitting fees once deferred by the Directors - Resumption thereof subsequently
R.421 Reimbursement of expenses to Directors
76 VACANCY IN OFFICE
R.422 When not filled
R.423 Intimation of vacancy
R.424 First Directors
R.425 Grant of leave of absence to Directors
77 DIRECTORS’ RENDERING PROFESSIONAL SERVICES
R.426 Board resolution for remuneration of Director for professional services
78 DIRECTORS’ REPORT
R.427 Board’s Report - Directors’ responsibility statement u/s 217(2AA)
R.428 Director’s Report - Employees Stock Option Scheme
R.429 Employee’s Stock-Option Schemes
R.430 Approval of Board’s Report
R.431 Board’s report subject to an audit
R.432 Proportional dividend
R.433 AGM resolution for adoption of balance sheet, etc.
R.434 Board resolution authorising filing of balance sheet, etc. in Form No. 23AC
R.435 Board resolution for seeking exemption under section 211(4)
R.436 Board resolution for making application to Central Government for exemption from attaching annual accounts of subsidiary companies
79 DIVIDENDS
R.437 Power to declare Interim Dividend
R.438 Declaration of dividend by members, where no interim dividend has been declared
R.439 Board resolution for declaring dividend out of current profits
R.440 Declaration of dividend by members where no interim dividend has been declared - Another precedent
R.441 Declaration of dividend by members, where no dividend was declared at annual general meeting
R.442 Final declaration of dividend, where interim dividend was declared
R.443 Interim dividend and closing of books
R.444 Interim dividend declared as final dividend
R.445 Interim dividend to preference shareholders
R.446 Fixing a record date for payment of interim dividend
R.447 Permission of Central Government for declaration of dividend without providing for depreciation
R.448 Dividend out of current profits - Recommendation by Board
R.449 Skipping of dividend
R.450 Dividend out of reserves after complying with rule 2 of Declara¬tion of Dividend out of Reserves Rules - Recommendation by Board
R.451 Dividend out of reserves without complying with rule 2 of Declaration of Dividend out of Reserves Rules - Recommendation by Board
R.452 AGM resolution for declaration of dividend out of reserves
R.453 Transfer of unpaid dividend to the Investor Education and Protection Fund
R.454 Credit to the Investor Education and Protection Fund
R.455 Dividend on Preference Shares
R.456 Board resolution for opening special bank account for transfer of unpaid dividend
80 ESTABLISHMENT/EXPANSION
R.457 Establishment of new undertaking
R.458 Expansion of undertaking
81 EXPORT PROMOTION
R.459 Export promotion tour
82 EXTRAORDINARY GENERAL MEETING
R.460 Petition to Company Law Board for convening of extraordinary general meeting
83 EQUITY SHARES
R.461 Issue of share warrants to bearer
R.462 Board Resolution for issue of share warrants - Another variant
R.463 Board Resolution for printing and issue of share warrants
R.464 Issue of rights shares at par
R.465 Increase of share capital by statutory order
R.466 Issue of rights shares at par out of unissued share capital
R.467 Allotment of shares to renouncees in a rights issue
R.468 Approval of letter of offer (rights) further issue of capital
R.469 Resolution accepting underwriting offer of Director
R.470 Issue of rights shares at a premium out of unissued share capital
R.471 Acceptance of uncalled share capital
R.472 Sub-division of share certificates
R.473 Issue of shares/debentures/foreign currency convertible bonds
R.474 Preferential issue of shares/foreign currency convertible bonds
R.475 Issue of shares for resolving certain difficulties
R.476 Issue of further shares to public by existing company
R.477 Resolution for further issue of shares
R.478 Board resolution for issue of shares at a discount
R.479 Issue of shares at a discount
R.480 Raising Foreign Equity
R.481 Euro Issues
R.482 Dematerialisation of shares
R.483 Issue of further shares
R.484 Issue of shares to foreign JV partner/collaborator
R.485 Issue of shares with differential rights
R.486 Share of no par value
R.487 Allotment of shares remaining unsubscribed out of earlier issue
R.488 Providing nomination facility, alteration of articles
R.489 Further issue of capital as a composite issue
R.490 Issue of shares with differential voting rights
R.491 Issue and allotment of further shares to public under Green Shoe Option
R.492 Board Resolution for dematerialisation of securities
R.493 Board Resolution for rights issue by private company
R.494 Board resolution for allotment of rights shares
R.495 Board Resolution for rights issue by unlisted public company
R.496 Board Resolution for rights issue
R.497 Board resolution for approval of letter of offer of rights issue
R.498 Board resolution for issue of shares by private placement
R.499 Board resolution for allotment of shares
R.500 Board resolution for issue of shares by private placement
R.501 Board resolution for issue of shares by preferential allotment
R.502 Board resolution for issue of shares with differential voting rights
R.503 Board resolution for filing of order of Court/CLB
R.504 Board Resolution for approving proposal for allotment of shares for consideration other than cash
R.505 Board resolution for allotment of shares for consideration other than cash
84 ISSUE OF SWEAT EQUITY SHARES
R.506 Board resolution for issue of sweat equity shares
R.506A Special Resolution for issue of sweat equity
R.507 Sweat equity shares - Insertion of enabling provision to issue, in Articles
85 FORFEITURE OF SHARES
R.508 Notice of default
R.509 Declaration of forfeiture
R.510 Rescinding of forfeiture
R.511 Sale subsequent to forfeiture
86 FACSIMILE SIGNATURE - AUTHORITY
R.512 Authority to affix facsimile signature
87 FORMAL RESOLUTIONS
R.513 Adjourn the debate
R.514 Adjourn the meeting
R.515 Closure
R.516 Previous question
R.517 Proceed to next business
88 GENERAL MANAGER
R.518 Appointment
R.519 Appointment with service agreement
89 GRATUITY FUND
R.520 Establishing approved gratuity fund under irrevocable trust
90 GUARANTEE
R.521 Authority to directors to give guarantee
R.522 Guarantee for loan of specific amount and term within limits sanctioned by members in general meeting
R.523 Guarantee for loans to subsidiary company
R.524 Providing guarantee for advancing loan to an association of which the company is a member
R.525 Providing guarantee in exceptional circumstances without special resolution
91 HOLDING COMPANY
R.526 Authority to members/representatives to inspect books of account of subsidiary company
R.527 Exemption from attaching subsidiary’s accounts
R.528 Formation of Subsidiary - By Direct Promotion - Board Resolution
R.529 Formation of Subsidiary - By Appointing Majority of Directors - Board Resolution
R.530 Formation of Subsidiary - By Investment - Board Resolution
R.531 Conversion into a public company - Board resolution
R.532 Special resolution for deletion of restrictive provisions of section 3(1)(iii) from articles of a private company on its becoming a subsidiary of a public company under section 4
R.533 Board resolution for formation of subsidiary by appointing majority of directors
R.534 Board resolution for formation of subsidiary by investment
92 INSURANCE
R.535 Approval of policies
R.536 Personal accident insurance policy for directors/officers
93 ISSUE OF SHARES - EQUITY/PREFERENCE
R.537 Board Resolution for Payment of Interest out of Capital - In the absence of provision in the articles of association
94 INTEREST
R.538 Payment out of capital
95 INVESTIGATION
R.539 Appointment of inspector to investigate affairs of company
R.540 Company’s authentication of Inspector’s report copy
R.541 Investigation into ownership of company
R.542 Investigation into the company’s affairs
R.543 Seeking imposition of curbs under section 250
96 INVESTMENT
R.544 Authority to directors to invest compensation on compulsory acquisition otherwise than in trust securities
R.545 Investment of compensation money other than in trust securities
R.546 Authority to directors to invest in excess of the prescribed limits
R.547 Authority to directors to invest in shares of company to be floated in collaboration with a foreign company
R.548 Authority to directors to invest in shares of a company to be promoted in excess of prescribed limit - Another precedent
R.549 Investment in the share capital of another company - Another precedent
R.550 Special resolution to make inter-corporate investments
R.551 Investment of the Company in securities not held in its own name
R.552 Authority to invest company’s funds in shares/debentures/bonds of another company - Unanimous resolution
R.553 Delegation of power to incur capital expenditure
R.554 Authority to Directors/Committee of Directors to invest Company’s funds within permissible limit - Board resolution
R.555 Board resolution for making an inter-corporate investment
R.556 Authority to directors/Committee of directors to invest company’s funds in wholly owned subsidiaries on rights basis without limit
97 LEASES
R.557 Authority to lease substantially the whole of company’s undertaking
R.558 General authority to take on lease
98 LIEN
R.559 Lien on shares where calls remain unpaid
R.560 User of sale proceeds of shares subject to lien
R.561 Board resolution for notice of lien on shares
R.562 Board resolution for exercising lien on shares
99 LISTING OF SHARES
R.563 Application for listing of shares on Stock Exchange
R.564 Listing agreement with the stock exchange
R.565 Refusal of permission by the stock exchange
R.566 Delisting of company’s shares
100 LOANS
R.567 Authority to Directors/Committee of Directors to make loans within permissible limit
R.568 Interest on arrears of call money
R.569 Making Inter-Corporate Loan
R.570 Borrowing of unsecured loans
R.571 Taking convertible loan
R.572 Granting/advancing loans/giving guarantees or security
R.573 Raising inter-corporate bridge loan pending public issue
R.574 Term loan optionally convertible into shares from Fis
R.575 Board resolution for allotment of shares on con¬version of loans
101 MANAGER AND MANAGING / WHOLE-TIME DIRECTOR - APPOINTMENT/REMUNERATION
R.576 Appointment of Managing Director/whole-time Director/manager and remuneration payable without approval of Central Government
R.577 Appointment of Managing Director/whole-time Director/manager and remuneration payable with approval of the Central Government
R.578 Re-appointment of whole-time Director subject to approval of Central Government
R.579 Appointment of Managing Director/Whole-time Director/Mana-ger - After approval of the Central Government has been obtained
R.580 General meeting resolution for appointment of managing director
R.581 Payment of minimum remuneration commensurate with size of company
R.582 Re-appointment of Managing Director before expiry of this term
R.583 Appointment of Managing Director - Where he is already Managing Director of another company
R.584 Appointment of Managing Director - Where he is already managing director in two other companies
R.585 Dismissal of Managing Director
R.586 Modification/Revision of remuneration - Providing for remunera¬tion on increased sale
R.587 Modification/Revision of remuneration - Providing for the payment of gratuity
R.588 Modification/Revision of remuneration - Rectification of correc¬tion in earlier resolution
R.589 Recovery of excess remuneration paid - Authority/sanction for waiver of recovery
R.590 Waiver of excess remuneration paid to Managing Director
R.591 Removal of Manager
R.592 Remuneration of a foreign national appointed as Managing/WT Director
R.593 Appointment of Managing/whole time Director aged below 25 years
R.594 Appointment of Managing/whole-time Director aged above 70 years
R.595 Board resolution for amending provisions relating to non-rotational directors
R.596 Board resolution for payment of remuneration to MD/WTD/Manager where public company has adequate profits
R.597 Board Resolution for petition to CLB under section 407(1)(b)
R.598 General meeting resolution for payment of remuneration to MD/WTD/Manager where public company has adequate profits
R.598A Re-appointment of whole-time Director subject to approval of Central Government
R.599 Resolution for approval of managerial remuneration by Remuneration Committee
R.600 Board Resolution for payment of minimum remuneration to MD/WTD/Manager
R.601 General meeting resolution for payment of minimum remuneration to MD/WTD/Manager
R.602 Board resolution for increase in the remuneration of MD
R.603 General meeting resolution for increase in remuneration of MD
102 COMPENSATION
R.604 Managerial Director - Payment of compensation for loss of office in connection with transfer of shares
R.605 Compensation for loss of office
R.606 Payment of compensation to Managing Director/Whole-time Director/Manager
R.607 Payment of compensation to Managing Director/Whole-time Director/Manager
R.607A Payment of compensaton for loss of offce on demerger
103 MEETINGS
R.608 Convening of adjourned meeting
R.609 Convening of annual general meeting
R.610 Convening adjourned Annual General Meeting
R.611 Board Resolution for extension of time for holding AGM
R.612 Fixed time for Board meeting
R.613 Confirmation of a resolution passed by Directors by circulation
R.614 Board resolution for convening of EGM
R.615 Board resolution for convening EGM in pursuance of requisition
R.616 Board resolution for petition to Company Law Board for convening EGM
R.617 Board resolution for appointment of representative for attending creditors’ meeting
R.618 Board resolution for petition to Company Law Board under section 188(5)
R.619 Resolution adjourning meeting for want of quorum
R.620 Convening of class meeting
R.621 Board resolution for variation of rights of any class of shareholders
R.622 Special resolution for approval of variation of rights of sharehol-ders
R.623 Convening of extraordinary general meeting
R.624 Convening of extraordinary general meeting in pursuance of requisition
R.625 Convening of statutory meeting and approval of statutory report
104 MEMBER & MEMBERSHIP
R.626 Admission of a member by guarantee company
R.627 Membership of holders of demat shares
R.628 Expulsion of member
R.628A Increase in number of members
R.629 Membership of holding Co.
R.630 Reduction below legal minimum of membership
105 MEMORANDUM OF ASSOCIATION
R.631 Increase of capital by creation of new equity shares with differential rights as to dividend and voting
R.632 Increase of capital by creation and issue of new equity shares with differential rights as to dividend and voting
R.633 Alteration of memorandum by classification of unclassified shares
R.634 Alteration in the Memorandum and Articles consequent upon change in the rate of preference dividend
R.635 Increase of authorised capital to purchase controlling interest in company
R.635A Board Resolution in regard to increase in the authorised share capital on the direction of Central Government
R.636 Provision for conversion of unissued shares into stocks
R.637 Board resolution for increase in number of members
R.638 Resolution increasing the number of members of a company not having a share capital
R.639 Alteration of objects clause by way of addition of a clause therein
R.640 Alteration of objects clause by way of addition of a clause therein - Another precedent
R.641 Alteration of objects clause by way of addition and substitution
R.642 Application for extension of time to register Company Law Board’s order
R.643 Petition to Company Law Board’s for revival of order confirming alterations to memorandum of association
R.644 Alteration of Memorandum or Articles pursuant to Company Law Board’s order under section 397 or 398
R.645 Substitution of deed of settlement by memorandum and articles
106 MINUTES
R.646 Authority to director to sign minutes of extraordinary general meeting/annual general meeting
R.647 Authority to keep minutes in loose-leaf binder
107 NAME OF COMPANY
R.648 Change of name
R.649 Change of name by dispensing with the word ‘Limited’ from name of charitable or other company
R.650 Change of name in case where name resembles name of another company
R.651 Rectification of name on Central Government’s direction
R.652 Board resolution authorising submission of e-form 1A
R.653 Board resolution for change of name
R.654 General Meeting : Special Resolution for change of name
R.655 Board resolution for change of name on the direction of Central Government
108 NIDHI
R.656 Application to Central Government for obtaining Nidhi status
R.657 Board resolution for making application for opening of branch
109 OCCUPIER
R.658 Nomination for purposes of Factories Act
R.659 Nomination for purposes of Shops and Commercial Establishments Act
110 OFFICER-IN-DEFAULT
R.660 Designating employee as officer-in-default
R.661 Specifying or charging director(s) as officer(s)-in-default
R.662 Designating employee as officer-in-default - Another precedent
111 POSTAL BALLOT
R.663 Postal Ballot - For adoption of
R.664 Board resolution for obtaining approval of shareholders of a listed company by special resolution passed by means of a postal ballot - Specimen
112 PREFERENCE SHARES - ISSUE OF REDEEMABLE PREFERENCE SHARES
R.665 Issue of cumulative redeemable preference shares
R.666 Issue of cumulative redeemable preference shares - Another precedent
R.667 Issue of redeemable preference shares in lieu of, and for purpose of, redeeming existing redeemable preference shares
R.668 Increase of capital by the creation of cumulative preference shares