A Unanimous Board Resolution is a crucial corporate governance document used in Indian business operations to formally record decisions that have received unanimous approval from all board members. This document type is essential when companies need to demonstrate complete board alignment on important matters such as financial decisions, operational changes, regulatory compliance, or strategic initiatives. The resolution must comply with the Companies Act, 2013, and related Indian corporate laws, requiring proper documentation of meeting details, attendance, and the specific resolutions passed. A Unanimous Board Resolution carries particular weight in legal and regulatory contexts as it demonstrates complete agreement among company directors, making it especially valuable for significant corporate actions or when dealing with external stakeholders such as banks, regulatory bodies, or business partners.
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1. Title and Company Details: Specifies the company name, CIN, registered office address, and type of resolution (unanimous)
2. Meeting Details: Date, time, place/mode of meeting, and confirmation of proper notice/waiver of notice
3. Attendance and Quorum: List of directors present and confirmation of quorum requirements being met
4. Background/Preamble: Context and reasons for the resolution being passed
5. Main Resolution(s): Clear and specific text of the resolution(s) being passed by the board
6. Authorization Clause: Empowering specific individuals to take necessary actions to implement the resolution
7. Closure and Signatures: Certification of the resolution and signatures of all directors
1. Disclosure of Interest: Required when any director has an interest in the matter being resolved
2. Statutory Compliance Statement: Added when the resolution relates to specific regulatory requirements
3. Previous Board Resolutions: Reference to previous related resolutions when the current resolution modifies or relates to earlier decisions
4. Voting Details: Include when specifically required by regulations or company policy, though typically not needed for unanimous resolutions
1. List of Directors: Detailed list of all directors with DIN numbers and contact details
2. Supporting Documents: Any relevant documents referenced in the resolution (e.g., agreements, regulatory approvals)
3. Financial Details: If the resolution involves financial matters, relevant financial statements or projections
4. Compliance Certificates: Any required compliance certificates or regulatory approvals related to the resolution
Relevant legal definitions
Clauses
Relevant Industries
Banking and Financial Services
Information Technology
Manufacturing
Healthcare
Real Estate
Retail
Energy
Telecommunications
Education
Professional Services
Transportation and Logistics
Construction
Media and Entertainment
Agriculture
Mining
Relevant Teams
Legal
Corporate Secretarial
Compliance
Corporate Affairs
Board Secretariat
Corporate Governance
Risk Management
Finance
Executive Leadership
Administration
Relevant Roles
Board Director
Managing Director
Chief Executive Officer
Company Secretary
Chief Financial Officer
Legal Counsel
Compliance Officer
Corporate Secretary
Board Chairman
Independent Director
Executive Director
Corporate Governance Officer
Risk Officer
Audit Director
Corporate Affairs Manager
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