CERTIFIED TRUE COPY OF A RESOLUTION PASSED BY THE __________
__________
CIN: __________
Registered office: __________
(the "Company", a __________ registered in India)
Part A — Particulars of the meeting
- A meeting of the __________ of the Company was held on __________ at __________ at __________.
- The meeting was held with __________.
- __________ took the chair.
- The directors present were: __________
- __________ directors were present out of a total Board strength of __________. Notice of the meeting was given to every director in the manner required by section 173(3) of the Companies Act, 2013, and the quorum required by section 174 of that Act was present when the meeting began and when the item recorded below was taken up.
Part B — The resolution
The following resolution was passed __________:
"RESOLVED THAT, in exercise of the powers conferred on the Board by section 179 of the Companies Act, 2013 and by the Articles of Association of the Company, and in connection with __________:
(b) __________, __________ of the Company (__________) (the "First Signatory"), be and are hereby authorised, for and on behalf of the Company:
(e) the Signatories shall act __________;
(g) __________
(i) the specimen signatures of the Signatories are as set out in the Annexure to this certified copy, and the bank or any other person relying on this resolution is entitled to act on a signature conforming to that specimen until written notice of a change is received; and
(j) any director or the Company Secretary of the Company be authorised to issue certified true copies of this resolution, and to sign and file with the Registrar of Companies any form or return required in respect of it within the time allowed by law."
Part C — What this resolution does, and what it does not do
- This resolution is a record of the Company's internal authority. It authorises a person to act for the Company within the limits stated above. A bank will, in addition, require its own account-opening or mandate forms, KYC on the Company and on each Signatory, and specimen signatures taken in its own format; this resolution supports those steps and does not replace them.
- The minutes of the meeting, including this resolution, are entered in the minutes book of the Board maintained under section 118 of the Companies Act, 2013, and this copy is an extract from them.
- Revocation or variation by the Board takes effect at once as between the Company and the Signatory. As against a bank or another third party dealing with the Signatory, under section 208 of the Indian Contract Act, 1872 it does not take effect until that person has notice of it. The Company shall therefore give the bank, and any other person who has relied on this resolution, prompt written notice of any revocation, variation, or of a Signatory ceasing to hold the office stated above.
Certification
Certified to be a true copy of the resolution passed at the meeting described above. The resolution remains in force as at the date below and has not been amended, revoked or superseded, save as this copy itself states.
__________
For __________
_______________________________
__________
__________
__________
Date: __________
Annexure — Specimen signatures
| First Signatory | __________, __________ |
Specimen signature (to be signed in ink, in the presence of the certifying officer):
_______________________________
Attested by __________, __________:
_______________________________