Various Board Resolutions format for Private Limited Company

Board resolutions are important from the point of business.

It serves as a formal record of the decisions and actions taken by the Board of Directors. They provide a clear understanding of the company's direction, goals, and objectives, and also demonstrate the Board's commitment to good governance and compliance with legal and regulatory requirements. Board resolutions also provide a clear line of accountability and responsibility for the implementation of the decisions taken and serve as a reference point for future actions

As per the Companies Act, 2013, there are certain important board resolutions that must be passed by the Board of Directors of a private company. Some of the key resolutions are:

• Director Appointments: Board members must Board must approve a resolution for the appointment of Directors who are new or the re-appointment of Directors.
• Financial statements that are approved: The Board must approve an ordinance for the approval of financial statements, which include the balance sheet as well as profit and loss accounts, and cash flow statements, prior to submitting them to shareholders for their approval.
• Dividend declaration: The Board must approve a resolution to authorize to declare dividends in the event that they are declared, to shareholders.
• Appointment of auditors: The Board must approve a resolution to approve to appoint auditors to the company , and also approve their compensation.
• Borrowing power: The Board must approve an appropriate resolution to authorize to borrow funds from the company. They must also accept the conditions and terms that apply to the loans.
• Investments: The Board must approve an investment resolution of funds of the company. They must also accept the conditions and terms that govern the purchase.
• The issue of shares as well as debentures: The Board must approve a resolution for an issue of shares or debentures issued by the company. They must also agree to all terms and conditions for the issue.
• Changes to Memorandum of Association and Articles of Association: The Board must approve a resolution to amend any in the Memorandum of Association and Articles of Association of the business.
• The appointment of key managerial personnel: The Board must adopt a resolution to approve the appointment of key managers such as CEO, CFO and CS in accordance with the requirements under the Act.
• The Annual Return is approved Approval of Annual Report: The Board must approve an appropriate resolution for the approval of the annual return prior to when that it can be filed at the Registrar of Companies.

Format of Board Resolutions are below for reference purposes only

Appointment of Directors

Resolution:

"RESOLVED That [Name] of this person is and is appointed Director of the company in office for a duration of [period of time [period of tenure].

The Executive Director/Secretary of the business be and is now authorized to file the required documents and returns at the Office of the Registrar of Companies and to do the other things and acts required for the implementation of the resolution."

Approval of Financial Statements

Resolution "RESOLVED THAT the Board of Directors of the company do approve the balance sheet, profit and loss account, and cash flow statement as at [financial year end date], and the reports of the directors and auditors thereon."

Capital Increase

Resolution "RESOLVED That the capital stock of the company and is now increased from the [current authorization for share capital] up to the [proposed increase in authorization share capital] through the creation of the number of shares] of new equity shares having a face worth of the shares].

It is further resolved that the Directors of the company are and are now empowered to take any such steps and to perform whatever actions and things required for the implementation of this resolution."

Dividend Declaration

Resolution "RESOLVED THAT a dividend of [amount] per equity share of [face value of shares] be and is hereby declared for the financial year ended [financial year end date], payable to the members of the company on [date of payment]."

Borrowing Powers

Resolution "RESOLVED THAT the Directors of the company be and are hereby authorized to borrow, from time to time, such sum or sums of money as they may think fit, and to secure the repayment of any money so borrowed by mortgage or charge on the whole or any part of the property, present or future, of the company."

Investment in Other Companies

Resolution "RESOLVED THAT the Directors of the company be and are hereby authorized to invest the funds of the company in such other companies as they may think fit."

Appointment of Auditors

Resolution "RESOLVED THAT [Name of the auditor], Chartered Accountants, be and are hereby appointed as Auditors of the company to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting of the company."

Remuneration of Directors

Resolution "RESOLVED THAT the remuneration to be paid to the Directors of the company for the financial year [financial year] be and is hereby fixed at [remuneration amount]."

Appointment of Key Managerial Personnel

Resolution "RESOLVED THAT [Name of the person] be and is hereby appointed as the [position] of the company, with effect from [date]."

Alteration of MOA & AOA

Resolution "RESOLVED THAT the memorandum of association and articles of association of the company be and are hereby altered in the manner as set out in the Annexure A attached herewith."

Minutes of the Annual General Meeting (AGM) as per SS- 2

The shareholders' meeting in the company [Your Company Name] was held to [Date] [Time] in The registered address of the corporation, at [Your Company Addressat [Your Company Address].

Present:

• Name of the shareholder ] Chairman
• Name of the shareholder 2
• Name of the shareholder 3
• (Name of the shareholder 4.
• (Name of the shareholder 5

Absent:

• (Name of the shareholder), 

The Chairman greeted all shareholders present and declared the quorum was met to conduct the business.

Agenda

Approval of the minutes from the previous AGM which was conducted on [Date the Place.

Minutes of the previous AGM which was held on the [date] were presented to shareholders and approved by the shareholders present.

Adoption of the Annual Accounts

The Board of Directors presented the annual financial statements for the fiscal year that had ended [financial Year End date] to shareholders. The shareholders approved an annual account.

Appointment of Auditors

The shareholders voted in favor of the appointment of [Name of auditor(name of the auditor) Chartered Accountants, as the auditors for the company during the fiscal year that ended (date of financial year's end)

Appointment of Directors

The shareholders elected [Name of Director 1,], [Name of the Director 2] Name of Director 3 and [Name of Director 4] Director 4] directors of the business for a time of [term of office[period of time].

Approval of Remuneration of Directors

The shareholders voted to approve the remuneration for Directors in the firm for fiscal year (financial year).

Any other commercial matter

None

• In his address, the Chairman thanked shareholders for their invaluable contributions and the meeting closed.
• The minutes from the AGM were approved and signed by the Chairman as well as the Secretary of the company on the [Date]. Place....

Minutes of the Meeting in accordance with SS 1 (Private Ltd company)

Here's an example minutes of a meeting held by the Board of Directors of a private company, according to Secretarial Standard 1.

Minutes of the the Board of Directors at XYZ Private Limited Held on 10th January 2023 10:10 am Location is the registered office of the Company

Present:

• Mr. Ram, Chairman and Managing Director
• Mr. Hari, Director
• Mr. Shiva, Director
• Ms. Govind, Director
• Mr. Devanand, Director

Absent: None

Agenda

1. The financial statement's approval for the quarter that ended December 31, 2022.
2. Appointment of the New auditor to the period 2022-2023 for the financial year.
3. Discussions on the launch of the brand new product

Decisions Taken

1. These financial reports for the quarter that ended the 31st of December, 2022, were accepted in the Board.
2. The Board has appointed ABC & Co. as the new auditor for fiscal year 2022-2023.
3. The Board met to discuss the product's launch and approved of the new product launch.

Contracts or arrangements

Contracts or Arrangements Board approved an agreement in conjunction with ABC Limited for the supply of raw materials required for the launch of the new product.

Questions that require future actions or follow-up

1. The Chairman was requested to sign the agreement in conjunction with ABC Limited and get it signed by the authorized signatory of the firm.
2. The Board has decided to host an event in the press to announce the debut of the brand new product.

Anything else Other than that

None

• Minutes were signed by Ram Chairman and Managing Director
• Note that these are not actual minutes, not the actual minutes of any business.

Resolutions of the board, and the minutes of meetings play a crucial part in ensuring the efficiency of company and the adherence to legal and regulatory standards.