Sample Board Resolution for Authorisation of Share Transfer Documents

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]

RESOLVED THAT under Section 56 and other applicable provisions of the Companies Act, 2013 read with the Companies (Share Capital and Debentures) Rules, 2014, and in compliance with the Foreign Exchange Management Act, 1999 and rules made thereunder, the Board hereby accords its consent and approval for the transfer of ____________ [Number] equity shares of face value Rs. ____________ [Face Value] each fully paid-up held by the Company in ____________ [Investee Company Name], bearing distinctive numbers ____________ to ____________ (both inclusive) and represented by Share Certificate No(s). ____________ in favour of Mr./Ms. ____________ [Transferee Name], son/daughter of ____________ [Father’s Name], residing at ____________ [Complete Address], PAN: ____________ [PAN Number] (hereinafter referred to as “Transferee”) for a total consideration of Rs. ____________ [Consideration Amount] (Rupees ____________ [Amount in Words] only).

RESOLVED FURTHER THAT Mr./Ms. ____________ [Authorized Signatory Name], ____________ [Designation] of the Company, be and is hereby authorized to sign and execute on behalf of the Company all documents, agreements, forms, and papers required for effecting the aforesaid share transfer including but not limited to the Share Transfer Agreement between the Company and the Transferee, Form SH-4 (Securities Transfer Deed) as prescribed under the Companies (Share Capital and Debentures) Rules, 2014, any supplementary or ancillary documents required for the completion of the transfer process, valuation certificates from qualified chartered accountants as may be necessary, declarations and undertakings regarding the eligibility of the transferee to hold the securities, and any other documents as may be necessary or expedient for giving effect to the aforesaid transfer.

RESOLVED FURTHER THAT the aforesaid Mr./Ms. ____________ [Authorized Signatory Name] is hereby empowered and authorized to undertake all banking transactions and formalities relating to the said share transfer including but not limited to opening, operating, and maintaining bank accounts for the purpose of receiving the sale consideration, executing all necessary banking documents, forms, and applications, providing necessary declarations and undertakings to the banks, liaising with Authorised Dealer Category-I banks for foreign exchange compliance if applicable, and completing all payment and receipt formalities related to the share transfer transaction.

RESOLVED FURTHER THAT in order to ensure compliance with the Reserve Bank of India regulations and Foreign Exchange Management Act provisions, Mr./Ms. ____________ [Authorized Signatory Name] is hereby authorized to file all necessary regulatory reports and returns including Form FC-TRS (Foreign Currency Transfer of Shares) if the transferee is a non-resident or if required under applicable RBI regulations, any other forms or returns as may be prescribed by the Reserve Bank of India from time to time, responses to queries and clarifications from regulatory authorities, and maintaining proper records and documentation for regulatory compliance purposes.

RESOLVED FURTHER THAT the said Mr./Ms. ____________ [Authorized Signatory Name] is hereby authorized to represent the Company before all regulatory authorities, banks, depositories, registrar and transfer agents, and any other agencies or institutions in connection with the aforesaid share transfer and to provide necessary declarations, undertakings, and certificates on behalf of the Company as may be required by such authorities or institutions for the completion of the transfer process.

RESOLVED FURTHER THAT the transfer shall be effected at a price not less than the fair value as determined by an independent Chartered Accountant or as per the valuation methodology prescribed under applicable regulations, and the said transfer shall be subject to compliance with all applicable laws, rules, regulations, and guidelines including the payment of applicable stamp duty, capital gains tax, and other statutory levies as may be applicable.

RESOLVED FURTHER THAT Mr./Ms. ____________ [Authorised Signatory Name] is hereby authorised to make necessary applications and submissions to the investee company for registration of the transfer in favour of the transferee and to collect the new share certificates in the name of the transferee upon completion of the transfer formalities.

RESOLVED FURTHER THAT any Director or Key Managerial Personnel of the Company be and is hereby severally authorized to do all such acts, deeds, matters, and things as may be necessary, expedient, proper, or desirable to give effect to this resolution including but not limited to issuing certified copies of this resolution as and when required.”