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......................................................................................................................... Description Company Resolutions by CS. K.V. Shanbhogue, now in its 11th edition, the 1st edition having been published in the year 1977, has found a permanent place in the libraries of professionals as an aid to draft resolutions, notices, meetings and minutes, agreements, etc. on a daily basis to keep themselves on the right side of law. This book intends to help the busy professionals and their secretarial staff with ready made specimens of the various resolutions, notices, minutes, agenda, drafts of letters, press release, agreements, etc. Every resolution starts with the subject, passing authority, nature of resolution, specimen and guidelines related to the resolution. The new edition has been thoroughly revised and updated in view of the present statutory provisions, rules and regulations. A novel feature of this edition is the inclusion of a Free CD along with the book, it will help the readers to copy and paste the contents of the book and suitably modify it as per requirements for their use. As in the previous edition, Part I gives a general background relating to definition and kinds of resolutions, drafting of resolutions, original and formal motions, resolutions to be passed at Board meeting and general meeting, notices and agenda, minutes, filing of resolutions and agreements and also a chapter on Postal Ballot. Part II on Specimen Resolutions is further sub-divided into three parts, namely, Resolutions under various sections; Resolutions under Table A and Miscellaneous resolutions. The impact of the Guidelines, Circulars, Rules, Regulations and Notifications issued by SEBI and Ministry of Corporate Affairs have been incorporated at appropriate places. Wherever relevant, the resolutions have been supported by Explanatory Statements. Under all important sections, multiple/alternate specimen resolutions have also been given to take care of many aspects of business operations. Part III deals with Specimen of Notices by the Company to its directors, members, stock exchange, Press notices for book closure, record date, change in the Registered Office, STA, seeking approval of the Central Government, etc. Part IV contains the Specimens of various kinds of meetings including Board meetings, members meetings and committee meetings. Part V contains the Specimens on Scheme of Mergers, Amalgamations, Demergers & Spin off, explanatory statements, proxy forms, affidavits etc. Part VI covers Specimens on various types of Affidavits, Agreements, Bonds and Power of Attorneys. Part VII consists of Specimens of Directors' Report including report on Corporate Governance and Part VIII on Limited Liability Partnership covers its various aspects including comparisons of LLP with the partnership and companies, various specimens, letters, consent, LLP Agreement, Minutes. Part IX is a Referencer which provides Secretarial Standards issued by the Institute of Company Secretaries of India, Corporate Governance, relevant Charts and Tables, Fees, etc. The Book, therefore, constitutes a practical guide of immense utility to chartered accountants, company secretaries, company law practitioners, consultants, advisors and students of The Institute of Company Secretaries of India, The Institute of Chartered Accountants of India and other eminent Institutes. ......................................................................................................................... Contents Part I - Resolution, Notices, Meetings & Minutes Chapter 1 Definitions and Kinds of Resolution Chapter 2 How to Draft Resolution Chapter 3 Original and Formal Motions Chapter 4 Law Relating to the Board Meetings Chapter 5 General Meeting and its Types Chapter 6 Law Relating to General Meeting Chapter 7 Notices & Agenda of General Meeting Chapter 8 Passing of Resolutions through Postal Ballot Chapter 9 Minutes Chapter 10 Filing of Resolutions and Agreements Part II - Specimen Resolutions A. Resolution under Various Sections B. Resolution under Table A C. Miscellaneous Resolutions Part III - Specimen Notices Sec. 1 Notice to and by the Board of Directors Sec. 2 Public Notice in Newspapers Sec. 3 Notice to Share Holders for General Meetings and other purposes Sec. 4 Notices to the Stock Exchanges Part IV - Specimen Minutes Part V - Specimen Schemes of Arrangement/ Amalgamation Part VI - Specimen Affidavits, Agreements, Bonds and Power of Attorney Sec. 1 Affidavits Sec.2 Agreements Sec. 3 Indemnity and Surety Bond Sec. 4 Power of Attorney Part VII - Specimens of Director's Reports Part VIII - Limited Liability Partnership 1. Limited Liability Partnership 2. Specimens for Limited Liability Partnership Part IX - Referencer ......................................................................................................................... Author Details CS. C.K. JAIN (Dr.), M.Com, PCS, ACIS (UK), Ph.D. is a Practicing Company Secretary, engaged in the practising field of Company Law, SEBI and Stock Exchange compliance. He has more than 26 years of practical experience in corporate laws and has been in the profession of Company Secretary for over 16 years. CS. C.K. Jain is having international professional qualification of Chartered Secretary from the Institute of Chartered Secretaries and Administrators (UK) and is a Fellow Member of the Institute of Company Secretaries of India. He has completed research work on Generally Accepted Accounting Principles and its effect on final accounts (a comparative study of GAAP of India, UK and USA) and is also a Member of the Indian Council of Arbitration and an Associate Member of the All India Management Association. CS. C.K. Jain has authored several books for professionals on various topics of Company Law (including Company law in four volumes) and Corporate Secretarial Practice. He is having keen interest in academics and is a regular contributor of articles on various corporate matters in newspapers and professional journals is also the member of the Research and Publication Committee of the WIRC and also acted as a member of the editorial Board of monthly bulletin Focus published by the Western India Regional Council of the Institute of Company Secretaries of India. CS. ABHA JAISWAL, B.Com, LLB, ACS, ACIS (UK), aged about 28 years, is working as Deputy Manager cum Company Secretary with Bridgestone (India) Private Limited, Pithampur, (M.P.). She is a law graduate, Associate Member of the Institute of Company Secretaries of India and Chartered Secretary from the Institute of Chartered Secretaries & Administrators (UK). She has more than seven years working experience in the field of Corporate Law, SEBI, Stock Exchange & Legal. CS. Abha Jaiswal has authored a book on Micro, Small & Medium Enterprises Development Act, 2006 which is well received. She has also revised Bharat's Guide to Deeds and Documentation by R.K. Gupta and is also a revising co-author of Bharat's Company Resolutions, Notices, Meetings and Minutes of K.V. Shanbhogue since 8th Edition. She has also assisted Dr. C.K. Jain, a renowned Author and Practicing Company Secretary, in authoring his several professional books. She also has a flavour to write articles and has participated in various quizzes published in ICSI Journals. .........................................................................................................................
