A Board Resolution For Dissolution Of Committee is a crucial corporate governance document used when a company needs to formally terminate the existence of a board committee in India. This document becomes necessary when a committee has fulfilled its purpose, requires restructuring, or needs to be disbanded due to organizational changes. It must comply with the Companies Act, 2013, SEBI regulations (for listed companies), and the company's Articles of Association. The resolution typically includes the committee's history, reasons for dissolution, effective date, and transition arrangements. For statutory committees like the Audit Committee or CSR Committee, specific regulatory requirements must be met before dissolution. The document serves as official evidence of the board's decision and may need to be filed with regulatory authorities.
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1. Title and Date: Formal title of the resolution and date of the meeting
2. Company Details: Full legal name and registration details of the company
3. Venue and Attendance: Location of the meeting and list of directors present/absent
4. Chair: Name of the person chairing the meeting
5. Background: Brief context about the committee's formation, purpose, and reason for dissolution
6. Reference to Authority: Citation of relevant provisions of Articles of Association, Companies Act, or other applicable laws
7. Resolution Statement: The formal resolution text for dissolving the committee
8. Effective Date: Clear statement of when the dissolution takes effect
9. Authorization: Empowerment of officers to file necessary forms and documents
10. Closing: Standard closing statement confirming the resolution's passage
11. Signature Block: Space for Chairman's signature and date
1. Quorum Confirmation: Explicit confirmation of meeting quorum - required if company bylaws specifically mandate this
2. Transition Arrangements: Details of how ongoing responsibilities will be handled - needed if committee had ongoing projects
3. Appreciation Note: Formal acknowledgment of committee members' services - recommended for long-standing committees
4. Compliance Statement: Statement confirming compliance with specific regulations - required for statutory committees
5. Transfer of Records: Instructions for handling committee records and documents - needed for committees with significant documentation
1. Schedule A - Committee Members: List of all current committee members and their roles
2. Schedule B - Original Formation Resolution: Copy or reference to the original resolution that formed the committee
3. Schedule C - Pending Matters: List of any unfinished business or matters requiring transition
4. Appendix 1 - Relevant Company Policies: Any company policies affected by the committee dissolution
Authors
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Banking & Financial Services
Technology
Manufacturing
Healthcare
Real Estate
Retail
Energy
Telecommunications
Education
Professional Services
Infrastructure
Mining
Agriculture
Entertainment & Media
Transportation & Logistics
Relevant Teams
Legal
Corporate Secretarial
Compliance
Corporate Governance
Board Operations
Risk Management
Internal Audit
Corporate Affairs
Regulatory Affairs
Relevant Roles
Chief Executive Officer
Company Secretary
Chief Legal Officer
Corporate Governance Officer
Board Chairman
Managing Director
Independent Director
Compliance Officer
Chief Financial Officer
Corporate Secretary
Legal Counsel
Risk Management Officer
Board Coordinator
Governance Manager
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