Resolutions/Section

Alteration of Articles of Association – Board Resolution

Board resolution format for alteration of Articles of Association under Section 14, recommending a special resolution, with MGT-14 filing within 15 days.

SectionSection 14(1), 14(2), 102
AuthorityBoard

“RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions, if any, of the Companies Act, 2013, and subject to the approval of the members of the Company by way of a special resolution, consent of the Board be and is hereby accorded to the proposed [alteration of Article(s) [●] / adoption of a new set] of the Articles of Association of the Company, in the form placed before the meeting and initialled by the Chairperson for identification, and the same be and is hereby recommended to the members for their approval.

RESOLVED FURTHER THAT an Extraordinary General Meeting of the members of the Company be convened on [●] at [●] at [●], and the draft notice of the meeting together with the explanatory statement under Section 102 of the said Act, as placed before the Board, be and is hereby approved.

RESOLVED FURTHER THAT any Director and/or the Company Secretary of the Company be and is hereby severally authorised to issue the notice, to file e-Form MGT-14 together with a printed copy of the altered Articles of Association after the special resolution is passed, and to do all such acts, deeds and things as may be necessary for giving effect to this resolution.”

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