Board Resolution

A Board Resolution is a formal decision recorded by the Board of Directors at a duly convened meeting (or by circulation). It is the operative instrument through which the Board exercises its powers under Section 179 of the Companies Act 2013.

Three types:

• Ordinary Board Resolution — passed by a simple majority of directors present and voting at a meeting that satisfies quorum. Used for routine business: opening bank accounts, granting Power of Attorney, appointing key managerial personnel, accepting resignations.
• Special items requiring resolution at a Board meeting — under Section 179(3), certain matters cannot be passed by circulation and must be approved at a physical or video-conferenced meeting. These include: making calls on shares, authorizing buyback, issuing securities (debentures included), borrowing money, investing the funds of the company, granting loans or guarantees, approving financial statements, approving amalgamations, taking over a company, and others prescribed under Rule 8 of the Companies (Meetings of Board and its Powers) Rules 2014.
• Circular Resolution — see the separate entry for Circular Resolution. Used for items not restricted by Rule 8, when a meeting is impractical.

Indian-context notes:

• Board resolutions for Section 179(3) items that change the share capital, alter the AoA, or appoint KMPs must be filed with the ROC via Form MGT-14 within 30 days (with limited exemptions for private companies under MCA notifications).
• A certified true copy (CTC) of a board resolution — signed by a director or the Company Secretary — is the standard evidence relied on by banks, vendors, registrars, and counterparties.
• The form and recording of board resolutions must comply with Secretarial Standard SS-1.

Common pitfalls: Issuing CTCs for resolutions that were never properly minuted; using circular resolutions for items that legally require a meeting; failing to file MGT-14 within 30 days.