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BOARD RESOLUTION

The article is an honest attempt that includes sample board resolutions for the following: board resolution for appointment of director of the company; board resolution for opening of a company's bank account; board resolution for appointment of internal auditor; board resolution for implementation of section 186 of the Companies Act, 2013; board resolution for giving of power of attorney; board resolution for winding up of a company; board resolution for closing of company's bank account; and board resolution for winding up of a company.

 

Under the 2013 Companies Act, resolution

Being an artificial person, a firm is managed by a large group of people rather than just one or two. Everyone involved in the company's decision-making, from the top directors down to potential stakeholders, participates. The company must adopt resolutions for all decisions it makes. If a resolution is adopted, the corporation must abide by it.

 

A corporation is required to submit a number of resolutions to the registrar of the company. The following statutes apply to the filing of resolutions and agreements:

• Section 117: Resolutions and agreements that must be filed

• Rule 8 of the 2014 Companies (Meetings of Board and its Powers) Rules.

•  Board of Directors' Powers, Section 179(3)

• Form MGT-14 must be used to file all resolutions.

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Resolution adopted by the Board appointing a corporate director

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CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE BOARD OF DIRECTORS MEETING OF (COMPANY NAME) HOLD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS) ON (DATE) AT (TIME) RESOLVED THAT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 167 OF THE COMPANIES ACT, 2013, AND IN TERMS OF THE ARTICLES OF AS

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For

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(Organization NAME)

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Name of the director

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For the purpose of obtaining a firm bank account, the board resolved

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A CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE BOARD OF DIRECTORS MEETING OF (COMPANY NAME) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS) ON (DATE) AT (TIME)

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The Board was presented with a suggestion to establish a current account with the (Bank Name and Address) to handle its regular financial operations. The Board decided unanimously following discussions:

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"RESOLVED THAT A CURRENCY ACCOUNT BE OPENED FOR THE OPERATION OF THE ACTIVITIES OF THE COMPANY IN THE NAME & STYLE OF '(COMPANY NAME)' WITH THE (BANK NAME AND ADDRESS) AND THAT THE FOLLOWING AUTHORIZED SIGNATOR (IES) OF THE COMPANY BE AND THEY ARE HEREBY AUTHORIZED TO OPEN AND OPERATE

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INDIVIDUALLY

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Indicator of Authorization

Jointly Appointed Signatory

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Indicator of Authorization

Signatory with authority

AND

• THAT the aforementioned Bank be instructed to accept and act upon any instructions relating to the account held in the name of the Company or relating to any transactions the Company has with the Bank, provided the instructions are signed by the authorized signatory (ies) of the Company in the manner previously mentioned.

 

• THAT the aforementioned Bank be granted the go-ahead to accept receipts for any payments made to the Company in the form of money, securities, deeds, other papers, property, or indemnities as long as they are signed in the way described above by the Company's authorized signatory(ies).

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• THE BANK BE GIVEN A LIST OF THE NAMES OF THE DIRECTORS OF THE COMPANY AND A COPY OF THE MEMORANDUM AND ARTICLES OF ASSOCIATION, AND BE PERIODICALLY INFORMED BY NOTIFICATION IN WRITING UNDER THE HAND OF THE DIRECTORS/AUTHORIZED SIGNATORY OF THE COMPANY OF ANY MODIFICATIONS WHICH MAY TAKE PLACE THEREIN AND BE ENTITLED

 

• THAT the resolution be shared with the Bank and be in effect until properly revoked and written notice of such is provided to the Bank by any Director of the Company.

 

RESOLVED FURTHER THAT the power granted to the official in question will remain valid and in force unless revoked earlier by the Board or until it can be used by the official no longer serving the company.

 

"RESOLVED FURTHER THAT all actions, things, matters, etc. as aforesaid shall be deemed to be valid and enforceable only if they are consistent with the instant resolution as may be relevant in this case, and that the Board shall not be liable for any acts beyond the scope of the aforesaid powers done by (Name of the authorized person(s) and such invalid, illegal, and acts done

beyond The Company is not subject to the authority granted under this Resolution's scope.

"RESOLVED FURTHER THAT A CERTIFIED COPY OF THE RESOLUTION BE GIVEN TO ANYONE CONCERNED OR INTEREST IN THE MATTER."

 

For

 

The company name

 

(District Name)

 

Appointment of an Internal Auditor by Board Resolution

A CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE BOARD OF DIRECTORS MEETING OF (COMPANY NAME) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS) ON (DATE) AT (TIME).

 

"RESOLVED THAT M/s.................., Chartered Accountant (Registration No._______) be and is hereby appointed as an Internal Auditor of the Company for the Financial Year......................... at remuneration as may be mutually agreed upon between the Internal Auditor and Board of Directors, in accordance with the provisions of Section 138 and any other applicable provisions of the Companies Act, 2013 and the rules made there under

“RESOLVED FURTHER THAT THE DRAFT ENGAGEMENT LETTER AS PLACED BEFORE THE BOARD SPECIFIES THE SPAN, FUNCTIONING, METHODOLOGY AND REMUNERATION, ETC. FOR CONDUCTING THE EXERCISE, AS FORMULATED IN CONSULTING WITH THE AUDIT,"

 

"RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, Mr................., Director of the Company, be and is hereby authorised, on behalf of the Company, to do all To sign and execute any necessary documents, applications, and returns in order to give effect to the aforementioned resolution, as well as to perform any other acts, deeds, matters, or things that are deemed necessary, proper, or desirable”

Certified True Copy, For (Company Name)

 

DIRECTOR:

 ADDRESS:

CITY:

STATE:

 

Section 186 of the 2013 Companies Act was resolved by the board (Loan and investment by the company)

 

A CERTIFIED TRUE COPY OF THE DECISION PASSED AT THE BOARD OF DIRECTORS' MEETING OF (COMPANY NAME) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS) ON (DATE) AT (TIME).

It was "RESOLVED THAT" the Board of Directors be and is hereby granted the Company's consent in accordance with the provisions of Section 186 of the Companies Act, 2013, and the Board, including any Committee of Directors, be and is hereby authorised, subject to the approval of the Reserve Bank of India, if applicable, and other applicable Rules, Regulations, Guidelines (including any statutory modifications or re-enactment thereof for the time being in force), as well as such conditions as may be required. Although exceeding the restrictions set forth in Section 186 of the Companies Act, 2013, read with the related rules, circulars, or clarifications there under, the aggregate loans and guarantees to any bodies corporate and people and investment in securities of any bodies corporate:

 

(a) to subscribe for, purchase, convert, or otherwise acquire from time to time Equity Shares, Preference Shares, Debentures (whether convertible or non-convertible), or any other financial instruments of one or more bodies corporate, whether in India or outside, which may or may not be subsidiary (ies) of the Company, as the Board may think fit, in accordance with Section 186 of the 2013 Companies Act (including any ordinance or statutory modification or re-enactment).

Investing in subsidiaries and other corporate bodies costs __ (only in ________ rupees).

 

(b) to make or give from time to time any loan or loans to any corporate body, whether in India or outside, which may or may not be a subsidiary of the Company, or to any persons as the Board may think fit, in accordance with Section 186 of the Companies Act, 2013 (including any ordinance or statutory modification or Re-enactment thereof, as it is currently in effect), within the following bounds:

Loans to Subsidiaries, Additional Corporate Bodies, or Individuals: Rs. (Only in Rupees).

 

(c) as the Board may determine, from time to time, give any guarantee(s) and/or provide any security to any person(s), anybody corporate, bank, financial institution, or any other institution in India or outside in relation to or against any loans to or to secure any financial arrangement of any nature by any other person(s), anybody corporate, whether in India or outside, which may or may not be subsidiary (ies), of the Company.

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Guarantees against Loans/Financial Agreements in Favour of Subsidiaries, Other Bodies Corporate, and Persons: Rs. __ (Rupees _____ only).

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"RESOLVED FURTHER THAT," in accordance with Rule No. ll of the Companies (Meetings of Board and its Powers) Rules, 2014 and other applicable provisions of the Companies Act, 2013, "the Board, including any Committee of Directors, be and is hereby granted the consent of the Company to give any loan to, guarantee, provide security for, or acquire securities of, the Wholly Owned Subsidiaries of the Company, for such sums as may be determined by Board."

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"RESOLVED FURTHER THAT" in order to give effect to the aforementioned resolution, the Board/Committee be and is hereby empowered to agree to, make, accept, and finalize all such terms, condition(s), modification(s), and alteration(s) as it may deem fit, including the terms and conditions within the aforementioned limits up to which such investments in securities/loans/guarantees, that may be given or made, as may be determined by and to carry out all incidental and related acts, deeds, and things that the Board/Committee deems appropriate in its sole discretion, without the need to obtain the members' additional consent or approval, with the understanding that they are deemed to have received express approval to do so by the authority of this resolution.

Certified True Copy, 

For      (Company Name)

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DIRECTOR:

ADDRESS:

 CITY:

STATE:

 

Resolution of the Board for the Company's Voluntary Dissolution

 

The Companies Act of 2013 states in Section 305(1) that when a company is considering voluntary dissolution, one or more of its directors, or if there are more than two directors, the majority of them, must at a board meeting make a declaration supported by an affidavit stating that they have conducted a thorough investigation into the company's affairs and have come to the conclusion that it has no debts and will be able to pay them.

A CERTIFIED TRUE COPY OF THE DECISION PASSED AT THE BOARD OF DIRECTORS' MEETING OF (COMPANY NAME) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS) ON (DATE) AT (TIME).

 

RESOLVED THAT, subject to agreement by members in a general meeting, the Board of Directors of the Company be given, and at this time has been given, permission to voluntarily wind up the Company's business under the terms of Section 304(1)(b) of the Companies Act, 2013.

 

RESOLVED FURTHER THAT THE BOARD OF DIRECTORS HAS MADE A POLITICAL EVALUATION OF THE COMPANY'S AFFAIRS AND HAS REASONABLE GROUNDS TO CONSIDER THAT THE COMPANY WILL BE ABLE TO PAY ITS DEBTS IN FULL WITHIN A PERIOD OF ONE YEAR AFTER REALIZING THE ASSETS BEING OWNED BY

 

RESOLVED FURTHER THAT the Auditor's Report on the Declaration of Solvency and the affidavit to verify the declaration, a draught of which was placed before the Board and duly initialled by the Chairman for the purpose, be and are hereby considered and approved, and all of the company's directors be and are hereby authorised to sign the declaration and affidavit Re-enactment thereof, as it is currently in effect), within the following bounds:

RESOLVED FURTHER THAT  Shri  _________ of the company be and is hereby authorized to do all such acts, deeds, and things as may be required to implement the aforementioned Board decision as well as to issue the notice of the extraordinary general meeting as presented to the Board and duly initialed by the Chairman for identification.

 

Certified True Copy, For (Company Name)

DIRECTOR

ADDRESS:

 CITY:

 STATE:

 

Board decision to get into a contract

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A CERTIFIED TRUE COPY OF THE DECISION PASSED AT THE BOARD OF DIRECTORS' MEETING OF (COMPANY NAME) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS) ON (DATE) AT (TIME).

 

 

"RESOLVED THAT" the draught of the (Name of the Agreement) to be entered into between the Company and (Name of the Company with which the agreement entered) be placed at Annexure- 1 with duly initialled by Chairman for the purpose of identification, and is hereby accorded the consent of the Board for execution and signing.

 

" RESOLVED FURTHER THAT (Name of the Authorized Person(s)) of the Company be and are hereby jointly/severally authorised to negotiate, finalise, and execute the foregoing agreements and papers on behalf of the Company and to do all such acts, matters, deeds, and things and to take all steps and do all things and to give such directions as may For the purpose of carrying out the said (Name of the Agreement) and Power of Attorney, it is necessary, expedient, or desired.

 

"RESOLVED FURTHER THAT the Common Seal of the Company be affixed and stamped on the (Name of the Agreement) and such other papers as may be needed to be performed under the Common Seal of the Company in the presence of any one of the authorised signatories," the resolution continued.

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“RESOLVED FURTHER THAT the aforementioned power entrusted to the said official shall be valid and in operation unless earlier revoked by the Board or shall be exercisable by him for so long as he remains in the Company's area of concern," the resolution said

 

"RESOLVED FURTHER THAT all actions, things, matters, etc. as aforesaid shall be deemed to be valid and enforceable only if they are consistent with the instant resolution as may be relevant in this case, and that the Board shall not be liable for any acts beyond the scope of the aforesaid powers done by (Name of the authorised person(s) and such invalid, illegal, and acts done beyond the scope of powers granted in this Resolution shall not bind the Comp

 

" Further, it was "RESOLVED THAT A CERTIFIED COPY OF THE RESOLUTION BE GIVEN TO ANYONE CONCERNED OR INTEREST IN THE MATTER."."

 

Certified True Copy,

For __________________ (Company Name)

 

DIRECTOR

ADDRESS:

CITY:

STATE:

 

Board decision to modify the company's name

 

A CERTIFIED TRUE COPY OF THE DECISION PASSED AT THE BOARD OF DIRECTORS' MEETING OF (COMPANY NAME) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS) ON (DATE) AT (TIME).

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" "RESOLVED THAT the consent of the Board of Directors of the Company be and is hereby granted in line with Sections 4(4), 13 and other applicable, if any, of the Companies Act, 2013, (including any statutory modification or re-enactment thereof for the time being in force) and the rules framed there under, subject to the approval of the Registrar of Companies, NCT of Delhi & Haryana and subject to the approval of Shareholders in General Meeting, the company will now be known as XYZ Private Limited rather than ABC Private Limited.

 

RESOLVED FURTHER THAT Clause I of the Company's Memorandum of Association be replaced by the following:

XYZ Private Limited is the name of the business.

 

RESOLVED FURTHER THAT Clause 2 of the Company's Articles of Association be replaced with the following:

The Company is referred to as XYZ Private Limited.

 

FURTHER RESOLVED THAT in order to give effect to this resolution, Mr. (___), the Company's Director, is thus empowered to carry out any acts, deeds, matters, or things that they believe necessary, appropriate, or desirable on the Company's behalf and to sign and execute all necessary documents, applications, and returns in addition to filing the necessary E-form as return of appointment with the Registrar of Companies.

 

For __________________ (Company Name)

 

DIRECTOR

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ADDRESS:

 

CITY:

 

STATE: