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Draft Resolutions and Procedures
Under Companies Act 2013

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Board Resolutions
Special Resolutions
Ordinary Resolutions
Procedures

By : CS Ashish Jain
FCS, MBA(Fin.), B.Sc.
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Draft Resolutions and Procedures
Under Companies Act 2013

www.corporatelaws.in
Copyright All Rights Reserved

First Edition 2017

No part of this E-book may be reproduced or circulated in any manner

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By : CS Ashish Jain Page 1

 Draft Board Resolutions
S. No. Section Purpose/Subject Matter
(BR)
1 8 Draft Board Resolution for Conversion into Section 8 Company

Draft Board Resolution for Shifting of Registered Office within The

2 12
City

Draft Board Resolution for Shifting of Registered Office From One

3 12
State to Another

4 13 Draft Board Resolution for Change of Name

5 13 Draft Board Resolution for Alteration in Object Clause

Draft Board Resolution for Alteration of Articles Under Companies

6 14
Act 2013

Draft Board Resolution for Conversion of Private Limited Company

7 18
into OPC

8 26 Draft Board Resolution For Approval of Prospectus

9 31 Draft Board Resolution for Approval of Self Prospectus

10 55 Draft Board Resolution For Redemption of Preference Shares

11 56 Draft Board Resolution for Transmission of Shares

12 56 Draft Board Resolution for Transfer of Shares

13 58 Draft Board Resolution for Rejection of Transfer of Shares

14 61 Draft Board Resolution for Increase of authorized share capital

Draft Board Resolution for Allotment of Shares for Consideration

15 62
Other Than Cash

16 62 Draft Board Resolution for Preferential Allotment of Shares

17 62 Draft Board Resolution for Rights Issue of Shares

By : CS Ashish Jain Page 2

 18 63 Draft Board Resolution for Issue of Bonus Shares

19 73 Board Resolution For Approving Advertisement For Public Deposit

20 77 Draft Board Resolution for Modification of Charge

21 77 Draft Board Resolution for Creation of Charge

22 82 Draft Board Resolution for Satisfaction of Charge

23 87 Draft Board Resolution For Condonation of Delay

Draft Board Resolution for Keeping Registers at a Place Other Than

24 94
Registered Office

25 96 Draft Board Resolution for Extension of time for holding AGM

26 96 Draft Board Resolution for Approval of AGM Notice

27 100 Draft Board Resolution for Approval of Notice of EGM

28 101 Draft Board Resolution For Calling AGM at Shorter Notice

Draft Board Resolution for Appointment of Corporate

29 113
Representative to Attend General Meeting

Board Resolution for Maintenance of Statutory Registers and

30 120
Records in Electronic Form

31 123 Draft Board Resolution for Declaration of Interim Dividend

32 123 Draft Board Resolution For Recommendation of Dividend

Board Resolution For Keeping Books of Accounts Other Than

33 128
Registered Office

34 134 Draft Board Resolution For Approval of Financial Statements

35 135 Draft Board Resolution for Constitution of CSR Committee

36 139 Draft Board Resolution for Appointment of First Auditor

37 139 Draft Resolution for Appointment of Statutory Auditor under

By : CS Ashish Jain Page 3

 Companies Act 2013

Board Resolution For Appointment of Auditor to Fill Casual

38 139
Vacancy

39 139 Board Resolution For Ratification of Auditor

Draft Board Resolution for Removal of Auditor Before Expiry of His

40 140
Term

41 143 Board Resolution For Appointment of Branch Auditor

42 148 Board Resolution for Appointment of Cost Auditor

43 149 Draft Board Resolution for Appointment of Women Director

44 149 Draft Board Resolution for Appointment of Independent Director

45 149 Draft Board Resolution to Take Note of Declaration of Independence

Draft Board Resolution for Recommendation for Regularisation of

46 160
Additional Director

47 161 Draft Board Resolution for Vacation of office of Alternate Director

48 161 Draft Board Resolution for appointment of Alternate Director

49 161 Draft Board Resolution for appointment of Nominee Director

50 161 Draft Board Resolution For The Appointment of Additional Director

Board Resolution to Take Note of Vacation of Office Due to Not

51 167
Attending Board Meetings

52 161 Board Resolution For Appointment of Director in Casual Vacancy

53 164 Board Resolution to Take Note of Disqualification of Directors

54 169 Draft Board Resolution For Removal of Director

55 177 Draft Board Resolution for Constitution of Audit Committee

56 178 Draft Board Resolution for Constitution of Nomination and

By : CS Ashish Jain Page 4

 Remuneration Committee

57 179 Board Resolution for Investment of Funds

58 179 Board Resolution For Making Fixed Deposit with Bank

Board Resolution to Sell, Lease or Otherwise Dispose of the Assets

59 180
of the Company

Draft Board Resolution for Borrowing in Excess of Paid up Capital

60 180
and Free Reserves

61 184 Draft Board Resolution for Disclosure of Interest by Directors

62 185 Draft Board Resolution for Loan to Directors

Draft Board Resolution for Inter-corporate Loans & Investment in

63 186
Excess of Prescribed Limits

64 188 Draft Board Resolution for Related Party Transaction

65 196 Draft Board Resolution for appointment of Whole Time Director

66 196 Draft Board Resolution For The Appointment of Managing Director

Draft Board Resolution for Increase In Remuneration of Managing

67 197
Director

68 197 Draft Board Resolution for Payment of Sitting Fees

Draft Board Resolution for Appointment of CFO of Holding

69 203
Company in its Subsidiary Company

Draft Board Resolution for Appointment of Company Secretary of

70 203
Holding Company in its Subsidiary Company

71 203 Draft Board Resolution for Appointment of CFO

72 203 Draft Board Resolution for Appointment of CEO

73 203 Draft Board Resolution for Appointment of Company Secretary

By : CS Ashish Jain Page 5

 74 203 Draft Board Resolution for Appointment of KMP

75 203 Board Resolution For Appointment of Manager

76 204 Draft Board Resolution for Appointment of Secretarial Auditor

77 230 Draft Board Resolution for Amalgamation of Companies

78 304 Draft Board Resolution for Voluntary Winding Up

79 455 Board Resolution For Obtaining The Status of Dormant Company

80 Draft Board Resolution for Officer in Default

Draft Board Resolution For Incorporation of Wholly Owned

81
Subsidiary

82 Draft Board Resolution for Forfeiture of Shares

83 Draft Board Resolution For Splitting Share Certificate

84 Draft Board Resolution For Lease Agreement

85 Draft Board Resolution For Closing Bank Account

86 Draft Board Resolution For Letter of Credit

87 Draft Board Resolution For Authority to File Court Case

Draft Board Resolution for Availing Bank Loan/Credit

88
Facility/Overdraft Facility

89 Draft Board Resolution For Adoption of Common Seal

Draft Board Resolution For Change in Authorised Signatory for

90
Bank Account

91 Draft Board Resolution For Operation of Bank Account

92 Draft Board Resolution for Printing of Share Certificates

93 Draft Board Resolution For Appointment of Bankers to the Issue

By : CS Ashish Jain Page 6

 Draft Board Resolution for General authorization to Managing
94
Director

95 Draft Board Resolution For Opening Branch Office

Board Resolution for Authorisation to Represent the Company

96
Before Various Authorities and in Court

97 Draft Board Resolution For Issue of Duplicate Share Certificate

98 Draft Board Resolution for Allotment of Shares for Cash

99 Draft Board Resolution For Grant of General Power of Attorney

Draft Board Resolution for Authorization for Signing and Filing of

100
E-forms

101 Draft Board Resolution for Resignation of Director

102 Board Resolution for writing off Fixed Assets

103 Board Resolution for writing off Bad Debts

104 Draft Board Resolution for Approval of Boards Report

105 Draft Board Resolution For Availing of Corporate Internet Banking

106 Draft Board Resolution For Opening Current Bank Account

107 Draft Board Resolution for Hypothecation of Movable Assets

108 Draft Board Resolution for Approval of Lease Agreement

109 Board Resolution for Provision for Doubtful Debts

110 Board Resolution for Exercise of Lien on Shares

111 Board Resolution For Call on Shares

112 Board Resolution for Sale of Forfeited Shares

113 Board Resolution for Convening EGM

By : CS Ashish Jain Page 7

 114 Board Resolution for Convening AGM

Board Resolution For Opening Bank Account For Share Application

115
Money

116 Board Resolution For Approval of Preliminary Expenses

117 Board Resolution For Reimbursement of Expenses

118 Board Resolution For Dematerialisation of Shares

119 Board Resolution For Revaluation of Assets

120 Board Resolution For Opening Demat Account

121 Board Resolution For Approval of Annual Budget

122 Board Resolution to Take Keyman Insurance Policy

123 Board Resolution Format For Internet Banking

124 Board Resolution For Entering Into Agreement

125 Board Resolution Format For Opening Bank Account

126 Board Resolution For Conversion of Company Into LLP

127 Board Resolution For Borrowing Money

128 Board Resolution For Authorisation To Sign Agreement

129 Board Resolution for Opening Bank Account

130 Board Resolution For Appointment of Chairman

131 Board Resolution For Addition of Authorised Signatory

132 Draft Board Resolution For GST Registration

133 Board Resolution For Constitution of Share Transfer Committee

134 Board Resolution For Appointment of Sole Selling Agent

By : CS Ashish Jain Page 8

 135 Board Resolution For Appointment of Compliance Officer

Board Resolution For Appointment of Managing Director Who is

136
Managing Director of One Other Company

137 Board Resolution For Providing Corporate Guarantee

138 Draft Board Resolution For Tender Participation

139 Board Resolution For Appointment of Arbitrator

By : CS Ashish Jain Page 9

 Draft Special Resolutions
S. No. Section Purpose/Subject Matter
(SR)
1 4 Special Resolution for Change of Name

2 8 Special Resolution for Conversion into Section 8 Company

3 12 Special Resolution for Shifting of Registered Office From One State

to Another

4 13 Special Resolution for Alteration in Object Clause

5 14 Draft Special Resolution for Alteration of Articles

6 14 Special Resolution For Conversion of Private Company Into Public

Company

7 48 Special Resolution for Variation of Shareholders Rights

8 55 Special Resolution For Issue of Preference Shares

9 61 Special Resolution For Cancellation of Shares

10 62 Draft Resolution for Conversion of Loan Into Equity

11 66 Special Resolution for Reduction of Share Capital

12 68 Special Resolution for Buy Back of Shares

13 73 Resolution For Acceptance of Deposits From Members or Public

14 180 Draft Special Resolution for Borrowing in Excess of Paid up Capital

and Free Reserves

15 188 Special Resolution for Related Party Transaction

16 197 Draft Special Resolution for Payment of Managerial Remuneration In

Excess of Limits Prescribed u/s 197

By : CS Ashish Jain Page 10

 17 198 Special Resolution for Payment of Remuneration to Non Executive
Directors

18 304 Special Resolution for Voluntary Winding Up

By : CS Ashish Jain Page 11

 Draft Ordinary Resolutions
S. No. Section Purpose/Subject Matter
(OR)
1 61 Ordinary Resolution for Conversion of Shares Into Stock

2 61 Ordinary Resolution For Increase In Authorised Share Capital

3 61 Ordinary Resolution For Consolidation of Shares

4 61 Ordinary Resolution For Subdivision of Shares

5 73 Resolution For Acceptance of Deposits From Members or Public

6 139 Ordinary Resolution For Appointment of First Auditor

Ordinary Resolution For Appointment of Auditor to Fill Casual

7 139 Vacancy

8 139 Ordinary Resolution For Ratification of Auditor

9 143 Ordinary Resolution For Appointment of Branch Auditor

10 151 Resolution for Appointment of Small Shareholder Director

11 196 Draft Ordinary Resolution for appointment of Manager

12 196 Draft Ordinary Resolution for appointment of Whole Time Director

13 204 Ordinary Resolution For Appointment of Secretarial Auditor

14 Draft Resolution For Declaration of Dividend

By : CS Ashish Jain Page 12

 Procedures under Companies Act 2013
S. No. Section Purpose/Subject Matter
(PROC)

1 8 Procedure for Conversion Into Section 8 Company

2 8 Procedure For Incorporation of Section 8 Company

Procedure for Shifting of Registered Office From One City to
3 12
Another
Stepwise Procedure For Alteration of Object Clause Under Section
4 13
13 of Companies Act 2013

5 13 Stepwise Procedure For Change in The Name of Company

Procedure for Shifting of Registered Office From One State to
6 13
Another
Stepwise Procedure For Alteration of Articles Under Section 14 of
7 14
Companies Act 2013
Procedure For Conversion of Public Company into Private
8 18
Company
Procedure for Conversion of Private Company Into Public
9 18
Company

10 18 Procedure For Conversion of Private Company Into OPC

11 18 Procedure For Conversion of OPC Into Private or Public Company

12 42 Stepwise Procedure for Private Placement of Shares

13 42 Procedure For Issue of Shares on Preferential Basis

14 43 Procedure for Issue Equity Shares With Differential Voting Rights

15 48 Procedure for Variation of Members Rights

16 48 Procedure for Variation of Shareholders Rights

17 54 Procedure For Issue of Sweat Equity Shares

18 55 Procedure for Redemption of Preference Shares

By : CS Ashish Jain Page 13

 19 55 Procedure for Issue of Preference Shares

20 56 Procedure For Transfer of Shares in Public Company

21 56 Procedure for Transfer of Shares in Private Limited Company

22 56 Procedure for Transmission of Shares

Stepwise Procedure to Increase Authorised Share Capital under
23 61
Section 61

24 62 Procedure For Allotment of Shares on Right Basis

Procedure For Issue of Securities to Employees Through
25 62
Employees Stock Option Scheme (ESOP)

26 63 Procedure for Issue of Bonus Shares

27 66 Procedure for Reduction of Share Capital

28 68 Procedure for Buyback of Shares

29 73 Procedure for Acceptance of Deposits

30 77 Procedure for Creation of Charge

31 77 Procedure For Registration of Charge With ROC

32 82 Procedure For Satisfaction of Charge

33 96 Procedure For Holding Annual General Meeting (AGM)

34 96 Procedure to seek extension of time for holding AGM

100 Procedure For Holding General Meeting Through Video

35
Conferencing
36 100 Procedure For Holding Extraordinary General Meeting (EGM)

37 108 Procedure For E-voting by Shareholders Companies Act 2013

38 109 Procedure to Conduct Poll at General Meetings

39 110 Procedure For Passing Resolution Through Postal Ballot

40 115 Procedure for Special Notice Under Companies Act 2013

By : CS Ashish Jain Page 14

 41 123 Procedure for Declaration and Payment of Interim Dividend

42 139 Procedure for Appointment of Auditor in Government Company

43 139 Stepwise Procedure for Appointment of Auditor

44 139 Procedure for Appointment of Auditor other than Retiring Auditor

45 140 Procedure For Removal of Auditor Before Expiry of His Term

46 148 Procedure For Appointment of Cost Auditor

47 149 Procedure For Appointment of Independent Director

48 152 Procedure for Reappointment of Retiring Director

49 153 Revised Procedure For Obtaining DIN

50 160 Procedure For Regularisation of Additional Director

51 160 Procedure for Appointment of Director in General Meeting

52 161 Procedure to Fill Casual Vacancy in the office of Director

53 161 Procedure for Appointment of Alternate Director

54 161 Procedure For Appointment of Nominee Director

55 161 Procedure For Appointment of Additional Director

56 168 Procedure For Resignation of Director

57 169 Procedure for Removal of Director by Shareholders

58 169 Procedure For Removal of Director Before Expiry of His Term

Procedure for Holding Board Meeting Through Video
59 173
Conferencing Under Companies Act, 2013

60 175 Procedure For Passing of Resolution by Circulation

61 179 Procedure For Obtaining Loan From Directors

62 185 Procedure For Giving Loan to Directors

By : CS Ashish Jain Page 15

 63 186 Procedure For Inter Corporate Loans and Investments

64 188 Procedure For Entering Into Related Party Transaction

65 196 Stepwise Procedure For Appointment of Managing Director

66 196 Procedure For Appointment of Whole Time Director

Procedure for Fixation of Remuneration to Managing
67 197
Director/Whole Time Director

68 203 Procedure to appoint Key Managerial Personnel (KMP)

69 203 Procedure For Appointment of Company Secretary

70 204 Procedure For Appointment of Secretarial Auditor

Procedure For Merger and Amalgamation Under Companies Act
71 232
2013

72 248 Procedure For Striking off Name of The Company

73 304 Procedure For Voluntary Winding up of a Company In India

74 306 Procedure For Creditors Voluntary Winding Up

Procedure For Obtaining Status of an Active Company by a
75 455
Dormant Company

76 455 Procedure for obtaining status of dormant company

Fast Track Incorporation of Company through INC-29 under
77 Companies Act 2013

78 Guide To Incorporate a New Company In India

79 Procedure For Incorporation of OPC

80 Procedure for Conversion of Private Company Into LLP

81 Procedure for incorporation of LLP

82 Postal Ballot Procedure under Companies Act 2013

83 Procedure For Formation of LLP

By : CS Ashish Jain Page 16

 84 Procedure For Conversion of Debentures Into Equity Shares
Procedure For Transfer of Unpaid or Unclaimed Dividend to The
85
Investor Education and Protection Fund
86 Procedure For Declaration and Payment of Final Dividend

87 Procedure For Preparation of Directors Report

88 Procedure For Finalisation of Accounts

Procedure for Appointment of Director to be Elected by Small
89
Shareholders
90 Procedure for Public Issue of Debentures

91 Procedure for Cancellation of Shares

92 Procedure For Forfeiture of Shares

93 Procedure For Sub Division of Share Capital

94 Procedure For Consolidation of Share Capital

95 Procedure To Register Foreign Company In India

96 Procedure For Conducting Board Meetings as Per SS-1

97 Procedure for Changes In Personal Particulars of Director

98 Procedure For Cancellation or Surrender or Deactivation of DIN

Procedure For Online Payment of Stamp Duty on Transfer of
99
Shares
100 Procedure for Conversion of Shares into Stock

101 Procedure for Variation of Shareholders Rights

102 Procedure For Appointment of Auditor under Companies Act 2013

103 Procedure For Removal of Director Before Expiry of His Term

104 Procedure For Appointment of Whole Time Director

105 Procedure For Appointment of Company Secretary Under
Companies Act 2013

By : CS Ashish Jain Page 17

 BR-1
Draft Board Resolution for Conversion into Section 8 Company
RESOLVED THAT pursuant to the provisions of section 8 and other applicable
provisions, if any, of the Companies Act, 2013 (the Act), read with rule 20 of the
Companies (Incorporation) Rules, 2014, (including any statutory modification(s) or re-
enactment thereof for the time being in force) and Subject to the Consent of the
Members of the Company in General Meeting and approval of the Central Government,
Consent of the Board of Directors of the Company be & is hereby granted for the
conversion of the company into a Section 8 Company i.e. Non profit making
organization (an Association Not for Profit) and shall not pay any dividend to its
shareholders & will employ its profits for the promotion of its objects and delete the
word Limited from its existing name.

RESOLVED FURTHER THAT Mr. / Ms. ______ (Name of the person)

Director/Company secretary be and is hereby authorized to sign, execute such
documents, papers, applications, affidavits etc. as may be required to be filed with the
relevant authorities, to hire consultant or to obtain such professional assistance as may
deem fit and to do all such acts, and deeds that may be necessary and required with
regard to the said application.

Related Provisions :
A limited company registered under Companies Act, 2013 or under any previous
company law, with any of the objects specified in clause (a) of sub-section (1) of section
8 and the restrictions and prohibitions as mentioned respectively in clause (b) and (c) of
that sub-section, and which is desirous of being registered under section 8, without the
addition to its name of the word Limited or as the case may be, the words Private
Limited, shall make an application in Form No.INC.12 along with the fee as provided in
the Companies (Registration offices and fees) Rules, 2014 to the Registrar for a licence
under subsection (5) of section 8.

By : CS Ashish Jain Page 18