The Board of Directors Resolution Form is a crucial corporate governance document used in Indian companies to formally document decisions made by the board of directors. This document is required under the Companies Act, 2013 and must comply with Secretarial Standards issued by the Institute of Company Secretaries of India. It is used for various purposes including approval of financial statements, appointment of key personnel, borrowing decisions, and other significant corporate actions. The resolution form becomes part of the company's permanent records and may need to be submitted to regulatory authorities such as the Registrar of Companies or stock exchanges (for listed companies). The document must include specific details about the meeting, the decision made, and be properly authenticated by authorized signatories.
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1. Title and Company Details: Full legal name of the company, CIN number, registered office address
2. Meeting Details: Date, time, venue/mode of meeting, type of meeting (regular/special)
3. Attendance Record: List of directors present, directors who attended via video conferencing, directors who sought leave of absence
4. Chairperson: Name of the person chairing the meeting
5. Quorum Confirmation: Statement confirming that required quorum was present
6. Notice Reference: Reference to the notice of the meeting and its proper service
7. Resolution Text: Clear and specific language of the resolution being passed
8. Voting Results: Record of how the resolution was passed (unanimous/majority) and any dissenting votes
9. Authentication: Signature of the Chairperson and/or Company Secretary, company seal
1. Explanatory Statement: Required when the resolution deals with special business or requires additional context
2. Director Interest Disclosure: Required when any director has a personal interest in the matter being resolved
3. Regulatory Compliance Statement: Required when the resolution needs to comply with specific regulatory requirements
4. Previous Resolution Reference: Used when the current resolution modifies or relates to a previous board resolution
5. Implementation Instructions: Added when specific actions or implementation steps need to be documented
6. Noting of Documents: Required when specific documents were reviewed or considered while passing the resolution
1. Supporting Documents: Relevant documents reviewed by the board in making their decision
2. Financial Statements: Required when resolution relates to financial matters or transactions
3. Legal Opinions: Any legal opinions or professional advice considered by the board
4. Regulatory Approvals: Copies of any regulatory approvals or permissions relevant to the resolution
5. Related Agreements: Copies of agreements or contracts being approved through the resolution
6. Director Attendance List: Detailed list of directors' attendance including mode of attendance
Authors
Relevant legal definitions
Clauses
Relevant Industries
Banking and Financial Services
Information Technology
Manufacturing
Healthcare
Real Estate
Retail
Telecommunications
Energy and Utilities
Education
Transportation and Logistics
Professional Services
Media and Entertainment
Construction
Agriculture
Mining and Natural Resources
Relevant Teams
Legal
Corporate Secretarial
Compliance
Corporate Affairs
Board Support
Executive Management
Corporate Governance
Risk Management
Regulatory Affairs
Relevant Roles
Company Secretary
Director
Chief Executive Officer
Managing Director
Compliance Officer
Legal Counsel
Corporate Lawyer
Board Chairperson
Chief Financial Officer
Company President
Executive Director
Independent Director
Corporate Governance Officer
Risk Officer
Corporate Affairs Manager
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