Introduction
Draft Board resolutions are crucial for the effective functioning of any organization. They provide a framework for decision-making and help establish clear guidelines for strategic actions. In this article, 10 Best Draft Board Resolutions for CS, we will explore the significance of board resolutions and highlight the key elements of a well-structured resolution.
- Understanding Board Resolutions: A draft board resolution is a formal document that records decisions made by a company’s board of directors or governing body. It serves as an official record of the board’s actions, ensuring accountability and transparency. Board resolutions cover a wide range of topics, such as approving financial statements, appointing officers, authorizing contracts, and adopting corporate policies.
- Ensuring Legal Compliance: Board resolutions play a vital role in ensuring legal compliance. They help demonstrate that the board has acted within its authority and in accordance with applicable laws and regulations. Resolutions provide a legal basis for significant decisions, reducing the risk of legal challenges and potential liabilities. By following a structured resolution process, companies can safeguard themselves and their stakeholders.
- Setting Strategic Direction: One of the primary purposes of draft board resolutions is to establish the strategic direction of an organization. Resolutions are used to make key decisions regarding business plans, mergers and acquisitions, capital investments, and other critical initiatives. They provide clarity and direction to the management team and guide the organization towards its goals. With well-crafted resolutions, the board can effectively communicate its vision and ensure alignment among all stakeholders.
- Fostering Effective Governance: Board resolutions contribute to effective governance by defining the roles and responsibilities of board members and executives. They establish protocols for decision-making processes, specify voting requirements, and outline the procedures for convening meetings. Resolutions also address conflicts of interest and ensure ethical conduct within the organization. By adhering to these guidelines, boards can foster trust, transparency, and accountability, strengthening their governance practices.
Table of Contents
Draft Board Resolution to Authorize For GST Registration
“RESOLVED THAT Pursuant to Section 179(3)(g) of the Companies Act, 2013, and other applicable provisions, the Board of Directors hereby authorizes Mr. Singh Rathore, [Accounts Manager], to take all necessary steps and actions to apply for and obtain an additional GST registration in the company name for the below-mentioned address
Shop No. 000, 1st Floor, Shree Krupa Heights in Front of Shivsena Shakha, Tis Gaon Road, Kalyan, Rajasthan: 000000.
RESOLVED FURTHER THAT Mr. Singh Rathore is authorized to sign and submit all required documents, forms, and applications related to the GST registration process for the new branch, including but not limited to the GST registration application, supporting documents, and any subsequent filings and returns.
RESOLVED FURTHER THAT Mr. Agarwal, the director of the company be and is hereby authorized to furnish a copy of the aforesaid Resolution to all concerns and to do all such acts, deeds and things as may be necessary to give effect to this resolution.”
Draft Board Resolution to Authorize For Rent Agreement
“RESOLVED THAT the consent of the Board of Directors of the Company be and is hereby accorded to authorize Mr. Kumar Pandey, Sr. Branch Manager (Mumbai Branch), as an authorized signatory on behalf of the Company to sign, seal, execute & submit all necessary documents required to enter into Rent Agreement for Mumbai Branch on behalf of the company i.e. M/s Limited
“RESOLVED FURTHER THAT any actions taken by Mr. Kumar Pandey in accordance with this resolution shall be deemed to have been duly authorized by the Board of Directors of the company.
RESOLVED FURTHER THAT Mr. Agarwal, the director of the company be and is hereby authorized to furnish a copy of the aforesaid Resolution to all concerns and to do all such acts, deeds and things as may be necessary to give effect to this resolution.”
Draft Board Resolution to Authorize for Sign and Present Demand Draft
“RESOLVED THAT the consent of the Board of Directors of the Company be and is hereby accorded to authorize Miss. Singh Naruka, Operations Executive, as an authorized signatory on behalf of the Company to sign, seal, execute & submit the demand draft necessary for business correspondence with Zinc Limited.
RESOLVED FURTHER THAT Mr. Agarwal, the director of the company be and is hereby authorized to furnish a copy of the aforesaid Resolution to all concerns and to do all such acts, deeds, and things as may be necessary to give effect to this resolution.”
Draft Board Resolution for Authorization to Sign all Legal documents
“RESOLVED THAT the consent of the Board of Directors of the Company be and is hereby accorded to authorize Mr. Sharma, Branch Manager (Bhiwadi Branch), as an authorized signatory on behalf of the Company to sign, seal, execute & submit all legal documents required and necessary for to file suit against M/s Logistics for recovery of outstanding dues.
RESOLVED FURTHER THAT Mr. Agarwal, the director of the company be and is hereby authorized to furnish a copy of the aforesaid Resolution to all concerns and to do all such acts, deeds, and things as may be necessary to give effect to this resolution.”
Draft Board Resolution for Authorization to Sale a Shop on Behalf of Company
“RESOLVED THAT the consent of the Board of Designated Partners of the LLP be and is hereby accorded to authorize Mr. Kumar Sharma, Accounts Executive, as an authorized signatory on behalf of the LLP to sign, seal, execute & submit all registration and other legal documents required and necessary for Sale of Commercial Shop No. 4 and 5 located at PGF, Village, under the project name Sukh Samridhi.
RESOLVED FURTHER THAT Mr. Agarwal, the Designated Partner of the LLP be and is hereby authorized to furnish a copy of the aforesaid Resolution to all concerns and to do all such acts, deeds, and things as may be necessary to give effect to this resolution.”
Draft Board Resolution for Recommendation of Dividend
“RESOLVED THAT pursuant to Section 123 of the Companies Act, 2013, and other applicable provisions, the Board of Directors of [Company Name] hereby recommends the declaration and payment of Final Dividend to the shareholders of the company for the financial year ended 31st March 2023. The dividend shall be payable in accordance with the dividend policy of the company, subject to the approval of the shareholders at the upcoming Annual General Meeting. The amount of the Final Dividend shall be 2.5% per share (i.e. Rs. 0.25 paise on each Share of Rs. 10), and the total dividend payout shall not exceed the distributable profits as determined by the Board of Directors.
“RESOLVED FURTHER THAT the Board of Directors are authorized to initiate the necessary filings with the Registrar of Companies to take all necessary actions, including engaging professionals, signing necessary documents, and complying with all legal and regulatory requirements, to give effect to this resolution.
Draft Board Resolution for Appointment of Company Secretary -CS
“RESOLVED THAT pursuant to the provisions of Section 203 read with rule 8 of Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 and Section 2(51) the consent of the Board of Directors be and is hereby accorded to appoint Mrs. Khandelwal, an Associate Member of Institute of Company Secretaries of India (ICSI Membership No.), holding the prescribed qualification under section 2(24) of Companies Act, 2013 read with clause (c) of sub-section (1) of section 2 of the Company Secretaries Act, 1980 and who has given her consent for being appointed as such, as Whole-Time Company Secretary (Key Managerial Personnel) of the Company with effect from 15th day of December 2022.
“RESOLVED FURTHER THAT Mrs. Khandelwal, be and is hereby appointed as the Compliance Officer of the Company as per Regulation 6(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 with effect from 15th day of December 2022.”
“RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized severally to take all such steps and actions for the purposes of making all such filings with Registrar of Companies (ROC) as may be required in relation to the aforesaid appointment and further to do all such acts, deeds, matters, and things as may be deemed necessary to give effect to this resolution.”
Draft Board Resolution for Authorization to Ms.Kumbhat for Registration of Sale Deed
“RESOLVED THAT the consent of the Board of Directors of the Company be and is hereby accorded to authorize Ms. Kumbhat as an authorized signatory on behalf of the Company to sign, seal, execute & submit all registry documents required and necessary for registry of flat no S- (Studio) of the project Grace, to be executed at sub-Register Office at Collectorate, Kolkata.
RESOLVED FURTHER THAT Mr. Agarwal, the Director of the company be and is hereby authorized to furnish a copy of the aforesaid Resolution to all concerns and to do all such acts, deeds, and things as may be necessary to give effect to this resolution.”
Can the Board resolution be signed by the Company Secretary?
As per the Companies Act 2013 in India, the Board resolution cannot be signed by the company secretary alone. The law requires that the Board resolution must be signed by the directors of the company.
Section 118(1) of the Companies Act 2013 states that every resolution passed by the Board of Directors of a company must be entered into the minutes book of the company. The minutes book should be maintained and signed by the company secretary, or where there is no company secretary, by any director authorized by the Board for the purpose.
While the company secretary plays a crucial role in preparing and maintaining the minutes of the Board meetings, the actual signing of the Board resolution is done by the directors who were present at the meeting and have approved the resolution. The company secretary facilitates the process, ensures accuracy in recording the minutes, and assists the Board in complying with the legal requirements.
In summary, the company secretary is responsible for recording the Board resolution in the minutes book, but the actual signing of the resolution is done by the directors who participated in the meeting and approved the resolution as per the Companies Act 2013.