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S. 212(8)—Exemption from incorporation of subsidiary’s account in the annual accounts—

Board Resolution 

‚RESOI.VED that an application he made to the Central Government for exempting theCompany from complying with the provisions of section 212 of the Act in relation to M/S.

………………. Limited, a subsidiary of the company on the ground that the office of the

Company having been gutted by fire and all accounts and books having been destroyed, no

information is available to the company as to the balance sheet and other statements of that

company required to he incorporated in the balance-sheet of the holding company.‛ 

S. 212(8) — Exemption from the provision of incorporating subsidiary’s accounts situated

in foreign land—Board Resolution 

‚RESOLVED that  as the Company’s subsidiary, M/s. ………………….. & Co. Ltd., is

situated in ……………. and no information is available to the Company as to the balance-

sheet and other statement of that company required to be incorporated in the balance-sheet

of the company pursuant to the provisions of section 212 of the Companies Act, 1956, the

Secretary of the Company be and is hereby authorised to apply to the Central Government

to direct that in relation to M/s. …………… Ltd., a subsidiary of the Company, theprovisions of section 212 shall not apply.‛ 

LISTED COMPANIES MAY USE THIS RESOLUTION: “RESOLVED THAT  pursuant to the provisions of Section 212(8) of the Companies Act, 1956 and

other applicable provisions, if any, of the Companies act 1956, (including any statutory modification

or re-enactment thereof for the time being in force) and subject to the Articles of Association of the

Company and subject to such approvals, consents, sanctions and permissions of the appropriate

authorities, departments or bodies as may be necessary, the company do hereby make an application

in e-Form 23AAB to the Central Government for seeking exemption from attaching the annual

accounts of the subsidiaries of our Company namely ABC Limited, a company incorporated under

the provisions of the Companies Act, 1956, XYZ Limited, a company incorporated under the

provisions of the Companies Act, 1956 and PQR Limited, a company incorporated in Germany for the

Financial Year ending 2009-10 on the ground that the Company, being a listed company has been

mandated by clause 32 of the listing agreement entered into with Bombay Stock Exchange Limited

8/3/2019 212 Sec Resolution

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and National Stock Exchange (India) Limited and as prescribed by Accounting Standard 21 issued by

the Institute of Charted Accountants of India to publish audited consolidated financial statements,

therefore, publishing the standalone Annual Report of individual subsidiaries will lead to duplication

of data, increase in size of Annual report and thereby making the annual report ‘non-reader friendly’

and increasing the printing, postage, dispatching charges.‛

“RESOLVED FURTHER THAT Mr. Ajith Kumar, Chairman & Managing Director and Mr. Ashok

Kumar, Company Secretary be and are hereby authorized severally on behalf of the Company to sign

and verify the application and to take such steps as may be necessary for obtaining such approval, to

do all acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of

giving effect to the aforesaid Resolution 

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