A Directors Resolution is a crucial corporate governance document used in Indian companies to formally record decisions made by the board of directors. It is required under the Companies Act, 2013, and must comply with various regulatory requirements including Secretarial Standards issued by the Institute of Company Secretaries of India. These resolutions can be passed in physical board meetings or through circular resolutions, and may address matters ranging from routine operational decisions to significant corporate actions such as mergers, acquisitions, borrowings, or changes in company policies. The document serves multiple purposes: it creates a legal record of board decisions, demonstrates compliance with corporate governance requirements, and can be used as evidence of authority for executing various corporate actions. Each resolution must include specific details about the meeting, attendees, and the exact decision being made, along with appropriate certifications and signatures.
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1. Company Details: Full legal name of the company, CIN number, registered office address
2. Meeting Details: Date, time, venue/mode of meeting (physical/virtual), type of meeting (Board/Committee)
3. Directors Present: List of directors attending the meeting, including their DIN numbers and mode of attendance
4. Chairman: Name of the person chairing the meeting
5. Quorum Confirmation: Statement confirming that the required quorum was present throughout the meeting
6. Notice Reference: Reference to the notice of the meeting and its compliance with statutory requirements
7. Background/Context: Brief background explaining why the resolution is needed
8. Resolution Text: The actual resolution(s) being passed, clearly numbered if multiple resolutions
9. Certification: Certification by the Chairman/Company Secretary that the resolution is a true copy
10. Signature Block: Space for Chairman's signature and date
1. Leave of Absence: Section noting directors who couldn't attend and were granted leave of absence - include when there are absent directors
2. Interested Directors: Declaration of interest by any directors in the subject matter - include when the resolution involves matters where directors have personal interest
3. Previous Resolution Reference: Reference to any previous resolutions on the same subject - include when the current resolution is connected to or modifies a previous one
4. Voting Results: Detailed breakdown of how directors voted - include when specifically required by law or when there's a split vote
5. Notes on Discussion: Brief notes on key points discussed - include when there were significant deliberations or specific requirements to record discussions
1. Supporting Documents: Any relevant documents referenced in the resolution (e.g., agreements, reports, valuations)
2. Attendance Sheet: Detailed attendance record with signatures/digital confirmations of attending directors
3. Related Correspondence: Any relevant letters, emails, or notices related to the resolution
4. Expert Reports: Any professional opinions or reports relied upon in making the decision (if applicable)
5. Regulatory Approvals: Copies of any regulatory approvals or submissions referenced in the resolution
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