Legal Opinion regarding operation of CA No. 8913 A/C Company 1.

Mr. Z

Address….

Dear Sirs,

RE:     Legal Opinion regarding operation of CA No. 8913 A/C Company 1.

We refer to your letter no. …………………. dated 23 October, 2007 and ……………………dated 28 October, 2007 on the above subject.

From perusal of your letter, it appears that, the Board of Directors of Company 1 (“the Company”), at different times, has passed the following resolutions relating to the appointment of authorised signatories for operating the CA No. 8913 (“the Account”) maintained with Bank 1 (“Bank 1”):

1.      Board Resolution dated 26-12-06

2.      Board Resolution dated 20-05-07

3.      Board Resolution dated 01-08-07

4.      Board Resolution dated 15-08-07 and

5.      Board Resolution dated 20.08.07

You have requested us to give our legal opinion as to whether the Bank may allow operation in the Account with the signatures of the persons authorised through any of the above Board Resolutions.

OUR OPINION:

According to Article 36 of the Articles of Association of the Company, 3 (three) directors present in person shall form the quorum for the meeting of Board of Directors of the Company.

According to the latest FORM XII (28 December 2005) and SCHEDULE – X (28 December 2005) of the Company obtained from the Register of Joint Stock Companies and Firm (“RJSC”) by Bank 1, it appears that the Company has only 2 (two) Directors – Mr. X and Mr. Y. Therefore, the Company does not have enough directors to satisfy the required quorum under Article 36 of the Articles of Association of the Company.

As all five Board Resolutions were passed after 28 December 2005, they were not validly passed because as it appears from the FORM XII and the SCHEDULE – X furnished to us, none of the Board meetings had the necessary quorum present.

Therefore, we are of the opinion that, under the present situation, the Bank may not allow operation in the Account with the signatures of the persons authorised through any of the above Board Resolutions.

If you have any further query, please do not hesitate to contact the undersigned.

Thanking you.

Yours faithfully,

………………….

For: “The Lawyers & Jurists”

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