| Board Resolution - Setting up a subsidiary company |  |  |  |
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF(NAME OF THE COMPANY) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS) ON (DATE)AT (TIME)
"RESOLVED THAT a company be incorporated in the state of Delhi, India as wholly owned subsidiary of the Company with name and style of “_________________________” and “_______________________” or any other name as may be approved by the Registrar of Companies, NCT of Delhi & Haryana.
“RESOLVED FURTHER THAT Company does not have any objections to use of the word “[Prefix]” in the name of proposed companies.”
“RESOLVED FURTHER THAT [Name of the Subscriber] S/o [Father’s Name], residing at [Present Address], Director of Company be and is hereby authorized as the authorized representative (“Authorized Representative”) of the Company to apply to the Registrar of Companies, NCT of Delhi & Haryana, for seeking availability of name and also to do all needful acts as may be required towards incorporation of the proposed Subsidiary and to complete all procedural formalities incidental and ancillary thereto, including without limitation signing of various forms and documents.”
“RESOLVED FURTHER THAT [Name of the Subscriber] S/o [Father’s Name], residing at [Present Address], be and is hereby authorized as an Authorized Representative of the Company to (a) subscribe to [Number of Shares] shares of Rs. ___/- each in the paid up share capital of each of the Proposed Subsidiary for and on behalf of the Company, (b) sign the memorandum and articles of association of the Proposed Subsidiary for and on behalf of the Company, and (c) sign all other papers, forms and documents required for incorporation of the proposed Subsidiaries in Delhi, India for and on behalf of the Company.”
“RESOLVED FURTHER THAT [Name of the Subscriber] S/o [Father’s Name], residing at [Present Address], nominee of the Company, be and is hereby authorized to subscribe to one (1) share of Rs. ___/- each in each of the Proposed Subsidiary for and on behalf of the Company and sign all the papers and documents required for incorporation of the Proposed Subsidiary.”
“RESOLVED FURTHER THAT [Name of the Subscriber] S/o [Father’s Name], residing at [Present Address], nominee of the Company, be and is hereby authorized to subscribe to one (1) share of Rs. ___/- each in each of the Proposed Subsidiary for and on behalf of the Company and sign all the papers and documents required for incorporation of the Proposed Subsidiary.”
“RESOLVED FURTHER THAT [Name of the Subscriber] S/o [Father’s Name], residing at [Present Address], nominee of the Company, be and is hereby authorized to subscribe to one (1) share of Rs. ___/- each in each of the Proposed Subsidiary for and on behalf of the Company and sign all the papers and documents required for incorporation of the Proposed Subsidiary.”
“RESOLVED FURTHER THAT [Name of the Subscriber] S/o [Father’s Name], residing at [Present Address], nominee of the Company, be and is hereby authorized to subscribe to one (1) share of Rs. ___/- each in each of the Proposed Subsidiary for and on behalf of the Company and sign all the papers and documents required for incorporation of the Proposed Subsidiary.”
“RESOLVED FURTHER THAT [Name of the Subscriber] S/o [Father’s Name], residing at [Present Address], nominee of the Company, be and is hereby authorized to subscribe to one (1) share of Rs. ___/- each in each of the Proposed Subsidiary for and on behalf of the Company and sign all the papers and documents required for incorporation of the Proposed Subsidiary.”
“RESOLVED FURTHER THAT [Name of the Subscriber] S/o [Father’s Name], residing at [Present Address], nominee of the Company, be and is hereby authorized to subscribe to one (1) share of Rs. ___/- each in each of the Proposed Subsidiary for and on behalf of the Company and sign all the papers and documents required for incorporation of the Proposed Subsidiary.”
“RESOLVED FURTHER THAT the Authorized Representative and nominees be and are hereby authorized to sub-delegate any of the powers herein conferred upon them to such persons as they may deem necessary, advisable or appropriate.”
“RESOLVED FURTHER THAT any and all actions of the Authorized Representative and nominees inpursuant to, or in furtherance of the intent and purposes of the foregoing resolutions, are hereby in all respects adopted, approved, confirmed and ratified as the valid and subsisting acts of this Company.”
“RESOLVED FURTHER THAT the following persons be and are hereby named as the first Directors of the Proposed Subsidiary Company in the Articles of Association thereof at the time of incorporation: [Name of the directors of the proposed company]
“RESOLVED FURTHER THAT __________________ Director of the Company be and is hereby authorized to execute, sign, seal and deliver in the name and on behalf of the Company, any and all agreements, deeds, forms, notices, communications or documents relating to, or ancillary to, the incorporation of the Proposed Subsidiary, with full power to approve any amendment, alteration or modification to such agreements, deeds or documents, and to do and execute such other deeds, documents, acts and things as may be necessary, desirable or expedient for the purpose of giving effect to any of foregoing resolutions.”
IN WITNESS WHEREOF, the undersigned, being the members of the Board of Directors, hereby consent to, approve, and adopt, the foregoing resolutions.
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