Special Board Resolutions are crucial corporate documents used in Indian business operations when companies need to make significant decisions that require formal board approval and documentation. These resolutions are specifically required under the Companies Act, 2013, for matters of substantial importance such as changes to the company's constitution, major financial decisions, or significant corporate restructuring. A Special Board Resolution must be passed with a higher majority than ordinary resolutions and requires strict compliance with statutory requirements, including proper documentation of the meeting proceedings, attendance, and voting details. The document serves as official evidence of the board's decision and is often required for filing with regulatory authorities such as the Registrar of Companies (ROC) or the Securities and Exchange Board of India (SEBI). It forms part of the company's permanent records and may be necessary for future reference, audit purposes, or legal requirements.

1. Title and Company Details: Full legal name of the company, CIN number, registered office address

2. Meeting Details: Date, time, venue/mode of meeting, type of meeting (e.g., Board Meeting)

3. Attendance and Quorum: List of directors present, confirmation of quorum as per Articles of Association

4. Chairman: Name of the person chairing the meeting

5. Background/Context: Brief background explaining why the special resolution is required

6. Statutory References: Relevant sections of Companies Act, 2013 and other applicable laws

7. Resolution Text: The main resolution text starting with 'RESOLVED THAT' in capital letters

8. Further Resolution: Additional implementation details starting with 'RESOLVED FURTHER THAT'

9. Authority Assignment: Authorization to specific persons to implement the resolution

10. Certification: Signature block for Chairman/Company Secretary certifying the resolution