Sample Board Resolution for Delegation of Operational Powers to One Director under the Companies Act, 2013

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF ____________ [COMPANY NAME] HELD ON _______ [DATE] AT _______ [TIME] AT ________________ [MEETING VENUE/REGISTERED OFFICE ADDRESS]

"RESOLVED THAT pursuant to the provisions of Section 179 of the Companies Act, 2013 and the Articles of Association of the Company, and subject to such approvals, permissions and sanctions as may be necessary, the Board of Directors hereby delegates and authorises Mr./Ms. ____________ [DIRECTOR NAME], Director of the Company (DIN: ______), to exercise all operational powers on behalf of the Company as enumerated hereinunder and to act as the sole authorised signatory for all matters pertaining to the day-to-day operations and management of the Company.

RESOLVED FURTHER THAT the said Director is hereby authorised and empowered to sign, execute, deliver, modify, amend, and perform all acts, deeds, documents, agreements, contracts, applications, forms, returns, submissions, and other instruments on behalf of the Company including but not limited to banking operations, opening and operating bank accounts, signing cheques and bank documents, executing loan agreements, investment decisions within prescribed limits, vendor agreements, service contracts, employment agreements, lease deeds, licensing agreements, regulatory compliance submissions, tax returns, GST filings, statutory forms, correspondence with government authorities, and all other operational documents as may be required for the efficient conduct of the Company's business.

RESOLVED FURTHER THAT for the purpose of banking operations, the said Director is authorised to open, operate, maintain, and close bank accounts with any scheduled commercial banks, execute all banking documents, provide specimen signatures, authorise electronic banking transactions, approve fund transfers, sign loan applications and agreements, provide security documents, and undertake all banking-related activities on behalf of the Company. The said Director shall have full authority to negotiate terms and conditions with banks and financial institutions and to execute all documentation required for availing banking and financial services.

RESOLVED FURTHER THAT the said Director is empowered to represent the Company before all regulatory authorities, including but not limited to the Registrar of Companies, Income Tax Department, Goods and Services Tax authorities, Employees' Provident Fund Organisation, Employees' State Insurance Corporation, Labour Department, Pollution Control Board, Municipal authorities, and any other statutory or regulatory bodies. The said Director is authorised to file returns, applications, appeals, and other documents, appear in proceedings, provide undertakings, and handle all regulatory compliance matters on behalf of the Company.

RESOLVED FURTHER THAT the said Director is authorised to enter into and execute agreements with vendors, suppliers, customers, service providers, consultants, employees, and any other third parties for amounts up to Rs. ______ [SPECIFY LIMIT] per transaction without requiring additional board approval, provided such transactions are in the ordinary course of business and in the best interests of the Company. For transactions exceeding the specified limit, prior board approval shall be mandatory.

RESOLVED FURTHER THAT the said Director is empowered to make investment decisions on behalf of the Company in securities, fixed deposits, mutual funds, and other financial instruments up to an aggregate amount of Rs. ______ [SPECIFY LIMIT] during any financial year, subject to compliance with applicable laws and regulations. All such investments shall be reported to the Board at the next board meeting for ratification and approval.

RESOLVED FURTHER THAT the said Director is authorised to borrow funds on behalf of the Company from banks, financial institutions, and other lenders up to an amount of Rs. ______ [SPECIFY LIMIT], including working capital facilities, term loans, overdraft facilities, and other credit arrangements, subject to compliance with the provisions of Section 180 of the Companies Act, 2013 and applicable regulatory requirements.

RESOLVED FURTHER THAT the said Director shall maintain proper records of all actions taken under this delegation and shall report monthly to the Board regarding significant transactions, decisions, and developments. The said Director shall also place before the Board at each meeting a comprehensive report of all activities undertaken pursuant to this resolution for review, discussion, and ratification.

RESOLVED FURTHER THAT this delegation of powers shall remain valid until specifically revoked by the Board of Directors through a subsequent resolution. The Board reserves the right to modify, restrict, or withdraw any or all of the powers delegated herein at any time through appropriate board resolution.

RESOLVED FURTHER THAT any Director or Company Secretary of the Company is hereby authorised to do all such acts, deeds, matters, and things as may be necessary to give effect to the above resolutions and to file necessary forms or documents with regulatory authorities as may be required."