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EXTRACTS OF THE PROCEEDINGS OF THE MEETING OF THE BOARD OF

DIRECTORS OF ENMAS ENGENIUS PROJECTS LIMITED HELD ON 18th APRIL,


2007

Resolved

1. That an account in the name and style of Enmas Engineering &


Manufacturing Enterprises ( A Division of Enmas Engenius Projects
Limited) (hereinafter called company ) be opened with ICICI Bank
Limited {ICICI Bank") at 1-83-47/1, Srinivasa Plaza, Sector IV, MVP
Colony, Near Isukaathota Bus Stop, Vishkhapatnam 530 017. and that
Mr. B.Pattabhiraman, Mr.S.K.Sawhney, and Mr.Loknath Ratho,
Directors are severally authorised to do so and sign the necessary
forms and documents therefor.

2. And that ICICI Bank be instructed to honour all cheques, promissory


notes, and other instruments drawn by and all bills accepted on behalf
of the Company, letter of credit application forms, request
letter for issuance of guarantee, instructions for
negotiation/purchase/discounting of export and inland bills, request
letters for booking of forward contracts in foreign currency whether
such account be in credit or overdrawn, and to accept and credit to the
account of the Company all moneys deposited with or owing by ICICI
Bank on any account or accounts at any time or times, kept or to be
kept in the name of the Company and the amount of all cheques,
notes, bi!ls, other negotiable instruments, orders or receipt provided
they are endorsed/signed/issued by Mr. P.Prabhudasu, Mr.B.Syam
Sundar, Mr.K.Narayana Rao and Mr.D.Appa Rao Authorised
signatories of the Company jointly by any two on behalf of the
Company and such signature(s) shall be sufficient authority to bind the
Company in all transactions between ICICI Bank and the Company
including those specifically referred to herein.

3. And that the Company do accept the terms and conditions for the
current account as may be contained in the application form and
displayed on the website www.icicibank.com ('Website") or any other
terms and conditions as may be notified by ICICI Bank from time to
time in connection with the provision of products and services herein;
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4. And that the said Mr. P.Prabhudasu, Mr.B.Syam Sundar,


Mr.K.Narayana Rao and Mr.D.Appa Rao Authorised signatories of
the Company jointly by any two be and are hereby authorised to avail
the financial. monetarv and anv other products and services offered bv
ICICI Bank through its website and/or the Corporate Care Services
{phone banking channels and E mail) and/or Debit/ATM card facility
on behalf of the Company. and do all such acts. Deeds and things
necessary. and to execute all such documents as are necessary, in
connection therewith. and to operate the said proposed account in the
name of the Company. using the aforesaid facilities. and to accept and
adhere to all the terms and conditions as set forth on the Website and
comply with all other formalities as prescribed by ICICI Bank in this
required and agree to such changes and modifications in the said
terms and conditions as may be suggested by ICICI Bank from time to
time and to execute such deeds, documents and other writings as
may be necessary or required for this purpose.

Corporate Internet Banking I Specific clauses 5 & 6)

5. And that the below mentioned authorised officials and/or any of the
officials nominated singly/jointly) by the authorised officials are also
authorised to operate on behalf of the Company through Corporate
Internet Banking on the Company's accounts including by causing a
debit balance in Company's account(s) with ICICI Bank and/or
continually operate the account(s) even when overdrawn, as per the
access specifications (listed below).

Names of the Authorised Officials with transaction limits (Corporate


Internet Banking)
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Name of the Users Limit (Rs.) To be approved by

(approvers should be a user in


CIB)

From To

P.Prabhudasu Unlimited Jointly by any Two

B.Syam Sundar Unlimited

K.Narayana Rao Unlimited

D.Appa Rao Unlimited

6. Further, the above mentioned authorised officials be and are hereby


authorised to receive the login id and passwords, as may be sent by
ICICI Bank, for accessing information and/or entering into transactions
on the Corporate Internet Banking and are authorised to convey to
ICICI Bank acceptance on behalf of the Company of any transactions
as well as to enter into transactions on behalf of the Company through
Corporate Internet Banking.

Corporate Care Services I Specific clauses 7 8 & 9)

7. And that the below mentioned authorised officials and/or any of the
officials nominated singly by the authorised officials are also
authorised to operate on behalf of the Company through Corporate
Care Services (phone banking channels and E mail) on the
Company's accounts including by giving instructions for effecting fund
transfer and/ or causing a debit balance in Company's account{s) with
ICICI Bank and/or continually operate the account(s) even when
overdrawn, as per the access specifications (listed below).

Names of the-Authorised Officials with transaction limits (Corporate


Care Services)
4

Sr. No. Name of Users Limits

1 P..Prabhudasu Unlimited

2. B.Syam Sundar Unlimited

3. K.Narayana Rao Unlimited

4. D.Appa Rao Unlimited

8. Further, the above mentioned authorised officials be and are hereby


authorised to receive the login id and Password for entering into
transactions through the phone banking medium and are authorised to
convey to ICICI Bank acceptance on behalf of the Company of any
transactions as well as to enter into transactions on behalf of the
Company through the phone banking medium.

9. And that ICICI Bank be and are hereby authorised to accept all valid
and legal instructions through the Website and Corporate Care
Services {phone banking channels and E mail) from any one of the
above signatories in respect of Company’s account/s as per the mode
of operation suggested above. The Company does agree to hold ICICI
Bank harmless and their interest protected on account of it executing
such instructions by the above signatories in the manner provided.

Debit Card ( Specific clauses 10. 11. 12. 13. 14&15}

10. That Debit / ATM Cards be issued, linked to our current account being
opened with ICICI Bank limited ("ICICI Bank), to such persons as
specified below for purposes of transactions at ATM's, Point of Sale
{POS} and such other places where a terminal / devise for the use/
access of the Cards are placed.
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Sr. No. Name of Users

11. And that ICICI Bank has been instructed to honour all Transactions
Entered into on behalf of the Company by the authorised users on
such terms and conditions as govern the Debit /ATM Card facility from
time to time and the Transactions entered into by the authorised users
shall be sufficient authority to bind the Company and further to deduct
our account with all the amounts for the Transactions.

12. And that such number of Debit/ATM Cards shall be issued by ICICI
Bank to the Company as may be agreed to by ICICI Bank from time to
time. Each Debit /ATM Card issued to the Company shall have a
Password allotted to it by ICICI Bank. The limit on withdrawals per
Debit/ ATM Card per day will be as specified by ICICI Bank from time
to time.

13. And that the Company hereby authorises ICICI Bank to mail/ courier
the Debit /ATM Card(s) to the attention of the person(s) who applies
for the Debit/ ATM Card facility, and the Password to the address of
the Company as registered with ICICI Bank.

14. And that the Company acknowledges and agrees that inadequate
protection of the Debit I ATM Card{s) or any disclosure of the
confidentiality of the Password is entirely at the Company's risk, and
all transactions conducted with use of the Password shall be to the
sole liability of the Company, and the Company shall no1 hold ICICI
Bank liable for any unauthorised or fraudulent transactions done with
the Debit /ATM Cards allotted to the Company. It shall be the
Company's responsibility to distribute the Debit IATM Cards and the
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Password to its authorised users, as mentioned above, and 10


maintain without any reference to ICICI Bank, its own records of the
people who have been given Debit/ATM Cards from time to time.

15. And that the company do accept the terms and conditions for the
Debit/ATM Card facility or any other terms and conditions as may be
notified by ICICI Bank in connection with the provision of Debit/ATM
card facility.

16. And that the Rubber Seal / Common Seal of the Company be affixed
to the application form for the aforesaid opening of account and
availing products and services in the presence of the said Mr.Loknath
Ratho, Director who shall sign the same in token thereof and
Mr.A.Rengarajan, Authorised Signatory who shall countersign the
same in token thereof.

17. Resolved further that the Users of Debit/ ATM Card above named are
authorised to avail all the facilities offered by ICICI Bank from time to
time that are accessible through Debit / ATM Card and use and
conduct transactions by such Debit / ATM Card and shall be treated as
authorised signatories for all the activities and transactions performed
by the use of Debit / ATM Card. Notwithstanding anything to the
contrary stated elsewhere in this resolution or in any other documents
submitted to ICICI Bank, each User of Debit / ATM Card are
authorized to perform all the activities and transactions available
under the Debit/ ATM Card either at present or any time in future,
singly and independently, unless revoked by another Board Resolution
and notified to ICICI Bank with a certified copy.

18. Resolved further that both Company Secretary and/or the statutory
auditors and/or Directors of the Company be and are hereby severally
authorised to furnish a copy of the resolution certified as true to ICICI
Bank, And that a copy of any resolution of the Board if purporting to be
certified
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as correct by either the Company Secretary or the statutory auditors of


the Company shall, as between ICICI Bank an Company. be
conclusive evidence of the passing of the resolution so certified.

19. And that this resolution be communicated to ICICI Bank and shall
remain in force until notice in writing of its withdrawal, or cancellation
is given to ICICI Bank by the Company and accepted by ICICI Bank.

20 Certified that the above is a correct copy of the resolution passed on 18th
April, 2007 by the Board of Directors of the company and that it has been
entered in the usual course of business in the minutes book of the company
and signed by the Chairman of the meeting and is in accordance with the
Memorandum and Articles of Association of the Company.

Certified True Copy


18.4.2007

M/S ICICI Bank Limited,


ICICI Bank Towers,
Bandra Kurla Complex,
Mumbai – 400 051.

Dear Sirs,

We hereby certify that the following extracts as set out further below is a true copy
of the resolution adopted by the Board of Directors of our company, in accordance
with their authority, at a meeting duly held on 18th April 2007. We further confirm
that such resolutions have not been subsequently rescinded/modified.

Extracts of the Resolutions of the Board of Directors (as stated above):

“Resolved that the Company do borrow and avail of a loan of up to Rs.2,43,521-


(Rupees Two lakhs forty three thousand and five hundred twenty one only) (the
“said Facility”) from ICICI Bank Limited (“ICICI Bank”) to purchase the below
mentioned vehicles to be purchased from time to time “

Description: Maruti 800 Mettalic A/c Car one No.


Address where Vehicle is to be normally located: IVth Floor, Guna Building Main,
443, Anna Salai, Teynampet, Chennai 600 018

“Resolved that all the terms and conditions as set out in the Credit Facility
Application Form submitted by us to ICICI Bank and the Standard Terms as
referred to therein hereinafter collectively referred to as the “Loan Terms”) and
which govern and regulate the obligations of the Company in the event of ICICI
Bank (at its sole and absolute discretion) granting the said Facility to the
Company based upon/pursuant to the aforesaid application submitted/to be
submitted by the Company, be and is hereby approved.”

“Resolved that the Company do execute/issue post-dated cheques, irrevocable


power of attorney, and an unattested deed of hypothecation in favour of ICICI
Bank in connection with the said Facility and do all such other acts, deeds and
things and execute / furnish all such other documents, deeds and writings as
ICICI Bank may require in connection with the Facility.”
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“Further resolved that Mr. Loknath Ratho, Director (the “authorized Directors”) of
the Company, is hereby authorized to fill up and submit the aforesaid Credit Facility
Application Form to ICICI Bank (or any of its authorized representative) for the
purpose of borrowing the said Facility from ICICI Bank, to negotiate, settle, finalize,
modify the terms and conditions in connection with said facitlity and to execute an
unattested deed of hypothecation and to do all such other acts, deeds and things
and to execute / furnish all such other documents, deeds and writings as ICICI
Bank may require conditions in connection with the said Facility.”

Further resolved that Mr.Loknath Ratho, Director, Mr.K.Suresh Kumar and


Mr.N.Gopakumar, Authorised Signatories of the Company execute / issue post-
dated cheques,.”

“Further resolved that the common seal of the Company be affixed in the presence
of the said Mr.Loknath Ratho, Director who shall sign the same in token thereof
and Mr.A.Rengarajan, Authorised Signatory who shall countersign the same on
such documents in token thereof as may be required by ICICI Bank in connection
with facility.

The specimen signature/s of the aforesaid authorised Director and Authorised


signatories of the Company are as follows:

LOKNATH RATHO K SURESH KUMAR N GOPAKUMAR

Certified True Copy

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