Draft Board Resolution for Approval of Directors/ Board's Report

Along with the annual financial statements of a company, a report by its Board of Directors as per sub-section (3) of section 134 of the Companies Act, 2013, is also circulated to the members of a company and laid before them in the annual general meeting for their consideration and approval.

The Board’s report (also called as Directors report) is to be signed by the chairperson of the company if he is authorised by the Board and where he is not so authorised, shall be signed by at least two directors, one of whom shall be a managing director, or by the director where there is one director.

Such authorisation to sign is given by passing of a board resolution.

Following templates of board resolutions for approval of directors report can be referred.


SAMPLE #1

(Sign by Chairperson)

“RESOLVED THAT the Directors Report for the financial year ended 31st March, 20XX, as tabled before the meeting and initialed by the Chairman for identification, be and is hereby approved, and the same be circulated among the members of the company and any other parties as may be required.

RESOLVED FURTHER THAT Mr. .................., Chairman of the Company be and is hereby authorised to sign the Directors Report for the financial year ended 31st March, 20XX.”

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SAMPLE #2

(Sign by Two Directors)

“RESOLVED THAT in terms of Section 134 of the Companies Act, 2013, the draft Board's Report for the financial year 20XX-XX, as placed before the Board, be and is hereby approved, and the same be circulated among the stakeholders of the company as may be prescribed.

RESOLVED FURTHER THAT Mr. .................., Managing Director and Ms. .............., Whole-time Director of the Company be and are hereby authorised to sign the Board's Report.”

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SAMPLE #3

(One Person Company)

“RESOLVED THAT the Board's Report for the financial year ended 31st March, 20XX be and is hereby approved, and the same be circulated among the members of the company and any other parties as may be required.

RESOLVED FURTHER THAT Mr. .................., Director of the Company be and is hereby authorised to sign the above mentioned Board's Report.”

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SAMPLE #4

(Addition of Board's explanations on auditors' adverse remarks)

“RESOLVED THAT the draft Board's Report for the financial year 31st March, 20XX be and is hereby approved, and the same be circulated among the members of the company and any other parties, as may be required.

RESOLVED FURTHER THAT Ms. .................., Managing Director and Mr. .............., Independent Director of the Company be and are hereby authorised to sign the said Board's Report of the Company.

RESOLVED FURTHER THAT the following explanations/ comments on every qualification, reservation or adverse remark or disclaimer made (i) by the statutory auditors in their report; and (ii) by the company secretaries in practice in their secretarial audit report; be added in the Board's Report:

A) Audit Report by M/s. ..........................., Chartered Accountants for the financial year 20XX-XX

1) Remarks by the statutory auditors: .............................................

Explanation by the Board: ...............................................................

2) Remarks by the statutory auditors: .............................................

Explanation by the Board: ...............................................................

B) Secretarial Audit Report by M/s. .................., Practising Company Secretaries for the financial year 20XX-XX

1) Remarks by the secretarial auditors: .............................................

Explanation by the Board: .................................................................

2) Remarks by the secretarial auditors: .............................................

Explanation by the Board: ................................................................. .”




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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.