Notice
Directors report
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RESOLUTION- BOARD
INDEMINITY TO INCOME TAX DEPARTMENT FOR ISSUANCE OF INCOME TAX CLEARANCE CERTIFICATE FOR CLOUSURE OF LIASION OFFICE
The Board shall consider the giving of Indemnity Bond by the Company to Income Tax Department for Issuance of Income Tax Clearance Certificate for the closure of Liaison Office of XYZ Corporation, Japan Situated at ……………………………………
Agenda Item No. …
Notes: The Company has received a request letter from Liaison office of XYZ Corporation, Japan requesting the Company to provide indemnity Bond to the Income Tax Department at………………… for the issuance of Income Tax Clearance Certificate for the closure of Liaison Office. Since the incorporation of Joint Venture Company, the purpose of liaison office situated at……………………………. is now redundant and needs to be closed and therefore, Liaison office of XYZ Corporation, Japan requires Indemnity from the Company to the Income Tax Department for purpose of Issuance of Income Tax Clearance Certificate.
Draft Resolution: To enable the Board to pass resolution in connection with above said Indemnity, following draft resolution is submitted for its consideration;
“RESOLVED THAT pursuant to the provisions of section 186 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Meetings of Board and its powers) Rules, 2014 (including any amendment thereto or re-enactment thereof), and subject to the consent of the members of the Company required if any, the Board of Directors of the Company be and are hereby authorized to indemnify to the Government of India(Income tax department……….(place)) in connection with a loan/any other form of debt/tax liabilities which are or may become payable under the Income-tax Act, 1961 against XYZ Corporation – India Liaison Office (PAN- AACCN9779N), up to maximum amount of Rs. …………………….. (Rupees …………………….. only) outstanding at any point of time not withstanding that the aggregate amount of all the loans / debts or tax liabilities so far made together or arise in future, exceeds the prescribed limits under the Companies Act, 2013.
RESOLVED FURTHER THAT Mr…………………………….. be and is hereby authorised to sign and execute any Deed of Indemnity/Deed of Counter Indemnity/Guarantee and such other documents, including any modification / alteration/ amendments thereto, as may be required, and to do and perform all such acts, deeds, matters and things as may be necessary, proper or desirable to give effect to the aforesaid resolution.
RESOLVED FURTHER THAT in pursuance of Article_________ of the Articles of Association of the Company, the common seal of the Company be affixed on such document(s) as may be necessary in the presence of ________________, Director of the Company.
RESOLVED FURTHER THAT a copy of this resolution duly certified by any of the Directors of the Company be given to the Government of India (Income tax department, Place) or other concerned authorities for their reference and record”
APPROVAL FOR PAYMENT OF REMUNERATION TO MR………………………….
Board shall consider and approve the payment of remuneration to Mr ………………………..
Agenda Item No: …
Notes: The chairman shall propose the payment of remuneration of Rs………………… per annum to Mr ……………………………. Thereafter Board shall discuss the remuneration to be paid and shall pass resolution accordingly.
Draft Resolution: To enable the Board to pass resolution for approval of payment of Remuneration to Mr……………….., following draft resolution is submitted for its consideration;
“RESOLVED THAT pursuant to Sections 196, 197 and 203 read with other applicable provisions of Schedule V and Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and other applicable provisions of the Companies Act, 2013 and rules made there under (including any statutory modification(s) or re-enactment thereof), Articles of Association of the company and approval of members, approval of Board be and is hereby accorded for payment of remuneration of INR………………………………. (………………………..) per annum to Mr …………………………………
RESOLVED FURTHER THAT the letter of appointment containing terms and conditions for appointment and remuneration as placed before the Board be and is hereby approved.
RESOLVED FURTHER THAT Mr…………………… director be and is hereby authorised to do such things, deeds and acts as may be required and deemed necessary for giving effect to the aforesaid resolution(s).”