The line Draft BR Templets for CS in 2025 refers to creating standardized Board Resolution (BR) templates that are tailored for use by Company Secretaries (CS) in the year 2025. These templates would help CS professionals efficiently draft board resolutions in compliance with the evolving legal framework, corporate practices, and industry requirements applicable in 2025.
Table of Contents
Here’s a detailed explanation:
Board Resolutions (BR):
A Board Resolution is a formal decision made by the board of directors of a company during a board meeting. It outlines the decisions or actions that a company intends to undertake, ensuring they are legally valid and binding.
Role of a Company Secretary (CS):
- Drafting Expertise: A CS is responsible for drafting precise and legally compliant board resolutions as part of their statutory duties under the Companies Act, 2013, and related regulations.
- Corporate Governance: The CS ensures that these resolutions reflect proper corporate governance and regulatory compliance.
- Record Keeping: These resolutions form part of the company’s official records and may be used as evidence for transactions or regulatory filings.
Why Templates are Important in 2025:
- Time-Saving: Pre-drafted templates reduce the time spent on creating resolutions from scratch for standard business activities (e.g., appointment of directors, bank account management, share transfers).
- Compliance: Templates ensure compliance with current laws and regulations, considering updates that may have occurred in 2025, including amendments to the Companies Act, SEBI regulations, or tax laws.
- Clarity and Consistency: Standardized templates ensure clarity and uniformity in language, reducing the risk of misinterpretation by stakeholders, auditors, or regulatory bodies.
- Customization: While templates provide a base, they can be adapted to meet the specific needs of a company or industry.
Examples of BR Templates for CS in 2025:
- Operational Resolutions:
- Opening or closing bank accounts.
- Authorizing signatories for financial transactions.
- Statutory Resolutions:
- Approval of audited financial statements.
- Declaration of dividends.
- Corporate Actions:
- Issuance of shares, debentures, or bonds.
- Appointment or resignation of directors or auditors.
- Special Transactions:
- Sale or purchase of property.
- Entering into joint ventures or mergers.
In essence, “Draft BR Templates for CS in 2025” means creating a comprehensive, updated, and user-friendly set of board resolution formats to assist Company Secretaries in carrying out their duties effectively while adhering to legal and corporate governance requirements in 2025.
Board Resolution for Rent Agreement
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF WWWWWWW PRIVATE LIMITED IN WHICH A PROPER QUORUM WAS PRESENT ON FRIDAY, 22ND DAY OF NOVEMBER 2024 AT 02.00 P.M. AND CONCLUDED AT 02.30 P.M. HELD AT ITS REGISTERED OFFICE
RESOLVED THAT pursuant to the provisions of the Companies Act, 2013, and other applicable laws, the Board of Directors of the Company hereby approves the execution of a Rent Agreement for the premises located at [Full Address of the Premises] with [Landlord’s Name], for a rental amount of ₹[Amount] per month, for a term of [Number of Years/Months], commencing from [Start Date].
RESOLVED FURTHER THAT Mr. [Name], Director of the Company, be and is hereby authorized to negotiate, finalize, and execute the Rent Agreement and any other documents related to the rental arrangement on behalf of the Company, including the terms and conditions of the agreement, with the landlord.
RESOLVED FURTHER THAT the Board of Directors hereby authorizes Mr. [Name] to sign any addendum or amendments to the Rent Agreement as may be necessary during the tenure of the lease.
RESOLVED FURTHER THAT the Company Secretary or any Director of the Company be and is hereby authorized to provide a certified true copy of this resolution to any concerned authority or party, as and when required, and to do all such acts, deeds, and things as may be necessary to give effect to this resolution.
CERTIFIED TRUE COPY
By order of the Board of Directors
For WWWWWWW PRIVATE LIMITED
[Name of the Authorized Signatory]
Designation: Director/Company Secretary
Date: 22nd November 2024
Place: [Registered Office Address]
Board Resolution for Sale of Property
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF WWWWWWW PRIVATE LIMITED IN WHICH A PROPER QUORUM WAS PRESENT ON FRIDAY, 22ND DAY OF NOVEMBER 2024 AT 02.00 P.M. AND CONCLUDED AT 02.30 P.M. HELD AT ITS REGISTERED OFFICE
RESOLVED THAT pursuant to the provisions of the Companies Act, 2013, and other applicable laws, the Board of Directors of the Company hereby approves the sale of the property located at [Full Address of the Property], owned by the Company, for a total consideration of ₹[amount], subject to the terms and conditions as agreed and finalized by the Board.
RESOLVED FURTHER THAT Mr. [Name], Director of the Company, be and is hereby authorized to negotiate, finalize, and execute all necessary agreements, deeds, documents, and any other ancillary documents related to the sale of the property, including obtaining all necessary approvals and completing the registration formalities on behalf of the Company.
RESOLVED FURTHER THAT the Board authorizes the above-named person to receive and acknowledge the consideration for the sale and to issue receipts or discharge letters as may be required.
RESOLVED FURTHER THAT the Company Secretary or any Director of the Company be and is hereby authorized to provide a certified true copy of this resolution to any concerned authority or party, as and when required, and to do all such acts, deeds, and things as may be necessary to give effect to this resolution.
CERTIFIED TRUE COPY
By order of the Board of Directors
For WWWWWWW PRIVATE LIMITED
[Name of the Authorized Signatory]
Designation: Director/Company Secretary
Date: 22nd November 2024
Place: [Registered Office Address]
Board Resolution for Authorised Signatory in Bank
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF WWWWWWW PRIVATE LIMITED IN WHICH A PROPER QUORUM WAS PRESENT ON FRIDAY, 22ND DAY OF NOVEMBER 2024 AT 02.00 P.M. AND CONCLUDED AT 02.30 P.M. HELD AT ITS REGISTERED OFFICE
RESOLVED THAT pursuant to the provisions of the Companies Act, 2013, and other applicable laws, the Board of Directors of the Company hereby authorizes Mr. [Name of the Authorized Signatory], Designation of the Company, to act as an Authorized Signatory for operating the Company’s bank account(s) maintained with [Name of the Bank, Branch Name, and Address], including the authority to sign cheques, initiate and approve online banking transactions, endorse, deposit, and withdraw funds, and to perform all related activities necessary for the smooth operation of the said bank account(s).
RESOLVED FURTHER THAT the Authorized Signatory shall have the authority to execute all necessary documents, forms, and declarations as required by the bank for the purpose of maintaining and operating the said bank account(s).
RESOLVED FURTHER THAT the Company Secretary, if any, or any Director of the Company, be and is hereby authorized to furnish a certified true copy of this resolution to the bank and to do all such acts, deeds, and things as may be necessary to give effect to this resolution.
RESOLVED FURTHER THAT this resolution shall remain in force until revoked or modified by a subsequent resolution of the Board of Directors of the Company.
CERTIFIED TRUE COPY
By order of the Board of Directors
For WWWWWWW PRIVATE LIMITED
[Name of the Authorized Signatory]
Designation: Director/Company Secretary
Date: 22nd November 2024
Place: [Registered Office Address]
Board Resolution for Share Transfer
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF WWWWWWW PRIVATE LIMITED IN WHICH A PROPER QUORUM WAS PRESENT ON FRIDAY, 22ND DAY OF NOVEMBER 2024 AT 02.00 P.M. AND CONCLUDED AT 02.30 P.M. HELD AT ITS REGISTERED OFFICE
RESOLVED THAT pursuant to the provisions of the Companies Act, 2013, and the Articles of Association of the Company, the Board of Directors of the Company hereby approves the transfer of [number] equity shares of ₹[nominal value] each, bearing distinctive numbers from [start number] to [end number], from [Transferor’s Name], residing at [Transferor’s Address], to [Transferee’s Name], residing at [Transferee’s Address], as per the details specified in the Share Transfer Form submitted to the Company.
RESOLVED FURTHER THAT the Board hereby authorizes Mr. [Name of the Authorized Person], Director/Company Secretary of the Company, to make necessary entries in the Register of Members of the Company and to endorse the share certificates in favor of the transferee after the due execution of the transfer documents and compliance with all statutory requirements.
RESOLVED FURTHER THAT the share transfer form(s), along with the necessary supporting documents, be and are hereby taken on record and the same be filed in the Company’s records.
RESOLVED FURTHER THAT a certified true copy of this resolution be provided to the transferee, transferor, or any other person as and when required, under the signature of any Director or Company Secretary of the Company.
CERTIFIED TRUE COPY
By order of the Board of Directors
For WWWWWWW PRIVATE LIMITED
[Name of the Authorized Signatory]
Designation: Director/Company Secretary
Date: 22nd November 2024
Place: [Registered Office Address]
Board Resolution for Purchase of Property
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF WWWWWWW PRIVATE LIMITED IN WHICH A PROPER QUORUM WAS PRESENT ON FRIDAY, 22ND DAY OF NOVEMBER 2024 AT 02.00 P.M. AND CONCLUDED AT 02.30 P.M. HELD AT ITS REGISTERED OFFICE
RESOLVED THAT pursuant to the provisions of the Companies Act, 2013, and other applicable laws, the Board of Directors of the Company hereby approves the purchase of immovable property located at [address/location of the property], for a total consideration of ₹[amount], subject to the terms and conditions as discussed and finalized by the Board.
RESOLVED FURTHER THAT Mr. [Name], Director of the Company, be and is hereby authorized to negotiate, finalize, and execute the sale agreement, deeds, and all other related documents, including payments, registrations, and compliances, as may be required to complete the transaction for and on behalf of the Company.
RESOLVED FURTHER THAT the Director(s) of the Company be and are hereby authorized to affix the Common Seal of the Company, wherever required, in accordance with the Articles of Association of the Company, and to take all such steps as may be necessary to give effect to this resolution.
RESOLVED FURTHER THAT a certified true copy of this resolution be furnished to any person(s) or authority(ies) as and when required under the signatures of any Director or Company Secretary of the Company.
CERTIFIED TRUE COPY
By order of the Board of Directors
For WWWWWWW PRIVATE LIMITED
[Name of the Authorized Signatory]
Designation: Director/Company Secretary
Date: 22nd November 2024
Place: [Registered Office Address]