In this post, we have combined some common draft Board Resolutions required in a Company to perform their everyday tasks. Any action taken by directors cannot be executed without the approval of the Board Unanimously.

To execute the decision taken by the board, a company must have a certified true copy of the Board Resolution. To perform banking activities, department liasioning, execution of the contract, forex transactions, and so on, Board Resolution is the base. Moving ahead for some draft copies of Resolutions passed by the board.

Before moving ahead, You are requested to make necessary changes required as per the Companies Act, 2013 or any other law.

Appointment of Additional Directors

RESOLVED THATpursuant to section 161 & other applicable provisions of the Companies Act, 2013, if any, and also subject to Rules made there under and subject to Articles of Association of the Company, Mr. ASHUTOSH (DIN: 00000000), be and is hereby appointed as additional directors of the company with immediate effect.

RESOLVED FURTHER THAT any of the directors, be and is hereby severally authorized to do all the acts, deeds and things which are necessary to the appointment of aforesaid Directors including filling of forms with Registrar of Companies.

To Take Note on Resignation of Director

“RESOLVED THAT pursuant to the provisions of section 168 and other applicable provisions, if any, of the Companies Act 2013 and the Rules made thereunder and also subject to Articles of Association of the Company, the resignation of Mr. KUMAR (DIN 00000000), be accepted from the post of directorship of the company with immediate effect.

RESOLVED FURTHER THAT any of the directors be and is hereby severally authorized to do all the acts, deeds, and things which are necessary to the resignation of aforesaid directors including filling of forms with Registrar of Companies.”

To Open Bank Account with Bank of Baroda, Jaipur.

“RESOLVED THAT Current Account in the name and style of M/s Investments Private Limited (”the Company”) having registered office ***************************** be opened with Bank Of Baroda, Jaipur, Rajasthan and that any one of the following authorized signatories of the Company be and are hereby authorized to open and operate the said account:

Severally Without any Limit by:

1.               Mr. Pankaj, (DIN: 000000000), Director

2.               Mrs. Puja, (DIN: 00000000), Director                   

“RESOLVED FURTHER THAT Mr. Pankaj, (DIN: 00000000), Director and Mrs. Puja, (DIN: 000000000), Director of the company be and are hereby severally authorized on behalf of the Company to apply, make, sign the necessary forms, documents and to negotiate and execute any paper(s), application(s), writing(s) and/ or another document (s) in connection to open, above Bank account and to do all such acts, deeds, matters and things as may be necessary to give effect to the aforesaid resolution.”

 RESOLVED FURTHER THAT the Bank be instructed to honor all cheques, bill of exchanges accepted and promissory notes drawn and accepted, endorsed or made on behalf of the Company signed as above by the all person, whether the same be overdrawn or not, or relating to the transactions of the Company.

FURTHER RESOLVED THAT a copy of this resolution be submitted to Bank Of Baroda duly certified by the Chairman cum Managing Director of Company.”

Approval for Transmission of Shares Held in the Name of Late Mr. Raja Cs

RESOLVED THAT pursuant to the provisions of Section 56 and other applicable provisions, if any, of the Companies Act 2013, (Act) and rules made thereunder (including any statutory modification or re-enactment thereof for the time being in force) and the request for transmission of shares received along with the relevant documents, the transmission of 1,07,200 equity shares of Rs.10/- each be and are hereby allotted  in favor of Shri Ashutosh as the legal representatives of the deceased member Mr. Raja CS

The deceased was holding 107200 equity shares of the EEE Industries Limited as the following description:

RESOLVED FURTHER THAT Directors/ Managing Director of the Company be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to the aforesaid resolution.”

To Take Note on Death of Director

“RESOLVED THAT the Board of directors of the company express their deep condolences at the untimely and sad demise of Mr. Gopal director of the company on 03^rd February 2022 and may his soul rest in peace.”

FURTHER RESOLVED THAT to place on record a deep appreciation for the valuable services rendered by Mr. Gopal during his tenure as a director of the company”

FURTHER RESOLVED THAT any Director, be and is hereby authorized to sign and file necessary form DIR 12 with ROC and to convey the company’s condolences to the family of late Mr. Gopal, the deceased director”.

Change in Authorized Signatories of the Demat Account of the company

In Supercision of all earlier resolutions passed by the board of directors of the company resolved that the depository bases client account in the name of the company with M/s. Stockbroking Limited has its registered office in Kolkata, West Bengal. Shall henceforth be operated by Mr. Ashutosh severally.

You are requested to remove the name of Mr. Gopal as the authorized signatory of M/s. RD Investments Private Limited.

“Resolved further that Mr. **************** be and are hereby authorized jointly or severally to sign, execute and submit application, undertakings, agreements and other requisite documents as may be deemed necessary for KYC application with KRA “

“Resolved further that Mr. ***************** Director is hereby authorized severally to furnish the certified true copy of the extract of the Board Resolution to Stock Broking Limited.”

Authorization for the Closing of Demat Account of The Company

In Supercision of all earlier resolutions passed by the board of directors of the company resolved that the depository bases client account in the name of the company with M/s. Stockbroking Limited has its registered office in Kolkata, West Bengal. Shall be closed.

Resolved further that Mr. Kumar singly be and are hereby authorized to sign all documents pertaining to the closing of the said account.

“Resolved further that Mr. Kumar be and are hereby authorized jointly or severally to sign, execute and submit application, undertakings, agreements and other requisite documents as may be deemed necessary for KYC application with KRA “

“Resolved further that Mr. Kumar is hereby authorized severally to furnish the certified true copy of the extract of the Board Resolution to Stock Broking Limited.”

Approval of Transfer of the Shares of the Company

“RESOLVED THAT pursuant to provisions of section 56 and other applicable sections of the Companies Act, 2013and also subject to Articles of Association of the Company, the consent of Board, be and is hereby accorded to approve the transfer of equity shares, whose details given below;

RESOLVED FURTHER THAT any Director of the Company, be and is further authorized to transfer the shares to the transferee of the Company whose name is to be entered in the register of the Company and to make a necessary endorsement on the reverse of the share certificate

To Change Authorized Signatories for the Operation of Bank Account

The board was informed of the sudden demise of Shri Ram on 3rd February 2022. Therefore signatures of him for the operation of the Current Account are no more effective. The board passed condolence for their demise of him. After some discussions & perusals the  following resolution has been passed:

“ RESOLVED THAT in supersession of earlier arrangement in regard to operations of current account no                                                    with Canara Bank will be operated by the following signatories severally. Now the following persons are authorized to operate the current bank account hereinafter:

1.   Mr. Bajoria (DIN: 00000000), Director

2    Mr. Kumar, Authorised Signatory

RESOLVED FURTHER THAT the Bank be instructed to honor all cheques, bill of exchanges accepted and promissory notes drawn and accepted, endorsed or made on behalf of the Company signed as above by the authorized signatory, whether the same be overdrawn or not, or relating to the transactions of the Company.

RESOLVED FURTHER THAT any Director of the Company be and are hereby severally authorized to take all such steps as may be necessary, proper, or expedient and to do all such acts, deeds, matters, and things as may be necessary to give effect to the foregoing resolution.”

Consideration and Approval for Appointment of Mrs. Annu as the Company Secretary (Key Managerial Personnel) of the company

“RESOLVED THAT pursuant to the provisions of Section 179, 203,  of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions of the Companies Act, 2013 and all other applicable provisions, if any, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and on the basis of recommendation of Nomination and Remuneration Committee, the consent of the Board of Directors be and is hereby accorded to appoint Mrs. Annu, an Associate Member of the Institute of Company Secretaries of India having membership no. ACS 77777, as Company Secretary (Key Managerial Personnel) of the Company, w.e.f. 16th October 2021 on such terms and conditions including remuneration as placed before the Board.

RESOLVED FURTHER THAT Mr. Ashutosh, Chairman cum Managing Director (DIN: 00000000) and Mr. Joshi, Director (DIN: 00000000) of the Company be and are hereby severally authorized to alter, revise, modify, enlarge the said terms and conditions in consultation with Company Secretary and to take all such steps as may be necessary, proper or expedient and to do all such acts, deeds and things as may be necessary to give effect to the foregoing resolution.

Approval of Board’s Report for the Financial Year Ended 31st March 2022

“RESOLVED THAT  pursuant to the applicable provisions of the Companies Act, 2013 and all other applicable provisions, if any, the draft of the Board’s Report along with its annexure thereto for the financial year ended 31st March 2021 as placed before the meeting, duly initialed by the Chairman of the Meeting for the purpose of identification, be and is hereby considered and approved by the Board of the Directors of the Company and that the same be signed on behalf of the Board of Directors of the Company by Mr. Ashutosh, Chairman cum Managing Director (DIN: 00000000) and Mr. Joshi, Director (DIN: 00000000), Director of the Company.

RESOLVED FURTHER THAT any one director of the company be and is hereby authorized to do all such other acts, deeds, matters, and things as they may, in their absolute discretion, deem fit, necessary, desirable, incidental, and/or consequential to give effect to the resolution.”