A Company Resolution Form is a crucial corporate governance document used in Indian business operations to formally document and validate decisions made at the company level. This document is required under the Companies Act, 2013, and must be maintained as part of the company's statutory records. It is used whenever a company needs to formally record decisions made either by the board of directors or by shareholders in general meetings. These decisions can range from routine matters like opening bank accounts to significant corporate actions such as mergers or capital structure changes. The form serves as legal evidence of the company's decision-making process and helps demonstrate compliance with corporate governance requirements. It must include specific details such as meeting information, attendee lists, resolution text, and voting outcomes, all formatted according to Indian legal requirements and secretarial standards.
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1. Title and Company Details: Name of the company, CIN number, registered office address, and type of resolution (Board/General Meeting)
2. Meeting Details: Date, time, venue/mode of meeting, type of meeting (Board Meeting/AGM/EGM)
3. Attendance and Quorum: List of directors/members present, confirmation of quorum as per Articles of Association
4. Chairman: Name of the person chairing the meeting and basis of chairmanship
5. Resolution Text: Clear statement of the resolution being passed, including all relevant details and terms
6. Voting Results: Number of votes in favor, against, and abstained (for General Meeting resolutions)
7. Certification: Declaration of the resolution being duly passed and signature block for authorized signatories
1. Explanatory Statement: Required for special business items, explaining the material facts and reasons for the resolution
2. Notes on Voting Rights: Include when the resolution is for general meeting, specifying voting entitlements and procedures
3. Regulatory References: Include when the resolution is being passed to comply with specific regulatory requirements
4. Interested Directors/Members: Required when any director or member has a personal interest in the matter
5. Prior Approvals: Include when the resolution requires or has received any prior regulatory or statutory approvals
1. Annexure A - Supporting Documents: Any relevant documents referenced in the resolution (agreements, regulatory approvals, etc.)
2. Annexure B - Detailed Proposal: When the resolution refers to a specific proposal or project, detailed terms and conditions
3. Annexure C - Financial Statement: When resolution involves financial matters, relevant financial statements or projections
4. Annexure D - List of Attendees: Detailed list of attendees with their positions/shareholding details (for general meeting resolutions)
5. Annexure E - Voting Details: Detailed breakdown of voting results including proxy votes (for general meeting resolutions)
Relevant legal definitions
Act
Articles
Board of Directors
Chairman
Company
Director
Financial Year
General Meeting
Key Managerial Personnel
Memorandum
Meeting
Member
Ordinary Resolution
Proxy
Quorum
Register
Registrar
Resolution
Rules
Secretary
Special Resolution
Statutory Auditor
Voting Rights
Independent Director
Authorized Representative
Circular Resolution
Committee
Corporate Identity Number
Electronic Mode
Interested Director
Motion
Register of Members
Registered Office
Seal
Shareholder
Articles
Board of Directors
Chairman
Company
Director
Financial Year
General Meeting
Key Managerial Personnel
Memorandum
Meeting
Member
Ordinary Resolution
Proxy
Quorum
Register
Registrar
Resolution
Rules
Secretary
Special Resolution
Statutory Auditor
Voting Rights
Independent Director
Authorized Representative
Circular Resolution
Committee
Corporate Identity Number
Electronic Mode
Interested Director
Motion
Register of Members
Registered Office
Seal
Shareholder
Clauses
Authority and Powers
Board Composition
Capital Structure
Financial Matters
Bank Account Operations
Corporate Actions
Statutory Compliance
Appointment and Removal
Remuneration
Share Transfer
Borrowing Powers
Investment Authorization
Property Transactions
Legal Proceedings
Contract Approval
Dividend Declaration
Regulatory Filings
Corporate Restructuring
Business Operations
Delegation of Authority
Meeting Procedures
Voting Rights
Documentation Requirements
Certification and Authentication
Implementation Authority
Board Composition
Capital Structure
Financial Matters
Bank Account Operations
Corporate Actions
Statutory Compliance
Appointment and Removal
Remuneration
Share Transfer
Borrowing Powers
Investment Authorization
Property Transactions
Legal Proceedings
Contract Approval
Dividend Declaration
Regulatory Filings
Corporate Restructuring
Business Operations
Delegation of Authority
Meeting Procedures
Voting Rights
Documentation Requirements
Certification and Authentication
Implementation Authority
Relevant Industries
Banking and Financial Services
Information Technology
Manufacturing
Real Estate
Healthcare
Retail
Energy and Utilities
Telecommunications
Professional Services
Education
Mining and Natural Resources
Transportation and Logistics
Agriculture
Media and Entertainment
Construction
Relevant Teams
Legal
Corporate Secretarial
Compliance
Corporate Affairs
Board of Directors
Corporate Governance
Regulatory Affairs
Risk Management
Executive Leadership
Administrative
Relevant Roles
Company Secretary
Legal Counsel
Corporate Lawyer
Compliance Officer
Board Director
Managing Director
Chief Executive Officer
Chief Financial Officer
Corporate Governance Officer
Legal Manager
Board Chairman
Company Director
Corporate Affairs Manager
Regulatory Compliance Manager
Legal Department Head
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