Whether requirement of annexing a copy of resolution to articles under section 192(2) has to be complied with even where approval of the Government is yet to be received - Companies Law - Letter : No. 8/35(192)/61‑PR,

Letter : No. 8/35(192)/61 ‑ PR, dated 31 ‑ 1 ‑ 1962. Subject:- Whether requirement of annexing a copy of resolution to articles under section 192(2) has to be complied with even where approval of the Government is yet to be received The language of sub‑sections (1) and (2) of section 192 is clear. Under sub‑section (1), a copy of each resolution of the type specified should be filed with the Registrar within 15 days [now 30 days] from the passing thereof. Under sub‑section (2), a copy of such resolution is to be annexed to (or embodied in) to any copy of the articles of the company which may be issued at a date subsequent to the date of the passing of the resolution. Both the requirements should be fulfilled irrespective of whether the resolution is subsequently acted upon or whether the necessary approval of the Central Government to the implementation of the resolution is applied for or obtained or not. However, the company need not embody or annex a copy of the resolution in or to its articles till it has received clearance to the proposal contained in it, provided it does not issue any copy of the articles subsequent to the passing of the resolution.