Board Resolution under Section 21 of the Companies Act 2013

Section 21 of the Companies Act, 2013, reads as follows:-

"Save as otherwise provided in this Act,—

  (a) a document or proceeding requiring authentication by a company; or

  (b) contracts made by or on behalf of a company,

may be signed by any key managerial personnel or an officer or employee of the company duly authorised by the Board in this behalf."

Template of such board resolution is as follows—

SAMPLE #1

(general authorisation to sign)

#. To authorise a KMP / an officer / an employee of the company to sign on behalf of the company

"RESOLVED THAT pursuant to the provisions of section 21 of the Companies Act, 2013 and rules made thereunder, including any modification(s) thereto or re-enactment(s) thereof for the time being in force, (Name of the KMP/Officer/Employee), (Designation) be and is hereby authorised to sign the following:

(i) a document or proceeding requiring authentication by the company; and

(ii) contracts made by or on behalf of the company.

RESOLVED FURTHER THAT (Name of the KMP/Officer/Employee), (Designation) shall laid down before the Board in its meeting information on all such executions carried out or to be carried out by him/her on behalf of the company."

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SAMPLE #2

(specific authorisation to sign)

#. Authorisation on execution of contract with (client name)

“RESOLVED THAT Mr. / Ms. ......................................., (Designation) be and is hereby authorised to sign and execute an agreement with ABCD Private Limited with respect to supply of .............. to the company.

FURTHER RESOLVED THAT a draft copy of the agreement with ABCD Private Limited ("the client") as tabled before the meeting and for the purpose of identification initialed by the Chairman, be and is hereby  noted and approved.

FURTHER RESOLVED THAT Mr. / Ms. ......................................., (Designation) be and is hereby authorised to negotiate the commercial and other terms with the client while finalising the agreement and to do all acts and deeds as may be necessary in this connection.”


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Relevant Resolution:

Board Resolution to enter into a Contract or an Agreement - format available here

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NOTE: The resolution sample(s) here is only for reference, to help you with drafting. Do refer the exact provisions of the Act, relevant rules framed thereunder and any other applicable laws to be able to not to miss out anything important while drafting.