A Board Resolution For Corporate Guarantee is a crucial corporate document required under Indian law when a company intends to provide a guarantee for the obligations of another entity. This resolution is mandated by the Companies Act 2013 and must be passed in a valid board meeting with proper quorum. The document becomes necessary when a company needs to guarantee loans, financial obligations, or performance obligations of its subsidiaries, group companies, or other related entities. It includes specific details about the guarantee amount, terms, beneficiary, and purpose, while also designating authorized signatories for executing the guarantee documents. The resolution must comply with various Indian regulatory requirements, including those from RBI and SEBI (for listed companies), and should align with the company's Articles of Association.
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1. Title and Date: Title of the resolution and date of the board meeting
2. Attendance and Quorum: List of directors present and confirmation of quorum being met
3. Chairman: Appointment/confirmation of the Chairman for the meeting
4. Background: Context and purpose of providing the corporate guarantee
5. Details of Guarantee: Specific details of the guarantee including amount, beneficiary, and purpose
6. Legal Authority: Reference to relevant sections of Companies Act and company's Articles of Association
7. Main Resolution: The actual resolution text authorizing the corporate guarantee
8. Authorization: Authorizing specific officers to execute documents and take necessary actions
9. Certification: Certification by the Company Secretary or authorized director regarding the resolution's authenticity
1. Disclosure of Interest: Required when any director has an interest in the matter being discussed
2. Regulatory Compliance: Specific mentions of compliance with RBI/FEMA regulations for cross-border guarantees
3. Additional Terms and Conditions: Any specific conditions or restrictions on the guarantee
4. Counter Guarantee: Details of any counter guarantee required from the principal debtor
5. Security Provisions: Details of any security to be obtained against the guarantee
1. Schedule A - Terms of Guarantee: Detailed terms and conditions of the corporate guarantee
2. Schedule B - Facility Agreement Details: Details of the underlying facility agreement for which guarantee is being provided
3. Appendix 1 - Board Meeting Notice: Copy of the notice calling the board meeting
4. Appendix 2 - Directors' Attendance Register: Extract of the attendance register showing directors present
5. Appendix 3 - Supporting Documents: Key documents referenced in the resolution (facility agreement, term sheet etc.)
Relevant legal definitions
Act
Articles
Board
Company
Corporate Guarantee
Director(s)
Facility Agreement
Facility Amount
Guaranteed Obligations
Guarantor
Beneficiary
Principal Debtor
Meeting
Memorandum
Obligations
Register
Secured Obligations
Security
Authorized Signatories
Guarantee Period
Guarantee Amount
Lender
Material Adverse Effect
Regulatory Approvals
Subsidiary
Group Company
Articles
Board
Company
Corporate Guarantee
Director(s)
Facility Agreement
Facility Amount
Guaranteed Obligations
Guarantor
Beneficiary
Principal Debtor
Meeting
Memorandum
Obligations
Register
Secured Obligations
Security
Authorized Signatories
Guarantee Period
Guarantee Amount
Lender
Material Adverse Effect
Regulatory Approvals
Subsidiary
Group Company
Clauses
Meeting Details
Quorum Confirmation
Chairman Appointment
Background and Purpose
Document Review
Regulatory Compliance
Board Authority
Guarantee Authorization
Guarantee Terms
Financial Limits
Execution Authority
Officer Authorization
Document Execution
Statutory Compliance
Director Interests
Record Keeping
Certification
Filing Requirements
Quorum Confirmation
Chairman Appointment
Background and Purpose
Document Review
Regulatory Compliance
Board Authority
Guarantee Authorization
Guarantee Terms
Financial Limits
Execution Authority
Officer Authorization
Document Execution
Statutory Compliance
Director Interests
Record Keeping
Certification
Filing Requirements
Relevant Industries
Banking and Financial Services
Corporate Services
Manufacturing
Infrastructure
Real Estate
Information Technology
Trading and Commerce
Construction
Energy and Utilities
Telecommunications
Relevant Teams
Legal
Corporate Secretarial
Finance
Treasury
Compliance
Risk Management
Corporate Governance
Board Secretariat
Corporate Affairs
Relevant Roles
Company Secretary
Corporate Lawyer
Legal Counsel
Chief Financial Officer
Finance Director
Managing Director
Board Director
Compliance Officer
Corporate Finance Manager
Risk Manager
General Counsel
Company Director
Legal Manager
Treasury Manager
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