Draft Board Resolution: Powers Delegation to Managing Director

The approval of the Board of Directors and shareholders of the company is sought for the appointment and remuneration of the managing director. In certain cases, the approval of the Central Government is also sought, if necessary to do so.

While passing a board resolution for the appointment and remuneration of the managing director, the Board should also pass a resolution authorising the managing director in general for various activities of the company for which he will not have to seek the Board's approval again.

Here is a template of board resolution giving general authority to the managing director. This is for your reference. Modify it appropriately as needed.

FORMAT

#. To Give Authority to (Name of the Managing Director), Managing Director

“RESOLVED THAT pursuant to the provisions of section 179 and other applicable provisions, if any, of the Companies Act, 2013 (the Act) read with the Companies (Meeting of Board and its powers) Rules, 2014 and other applicable rules under the Act, including any statutory modification(s) thereto or re-enactment thereof for the time being in force, and read with the respective provisions of the Memorandum and Articles of Association of the company, the consent of the Board of Directors be and is hereby accorded to authorise Mr./Ms. (Name of the Director), the Managing Director of the company to manage, conduct, supervise and carry on day-to-day affairs of the company subject to the general supervision and ultimate control by the Board.

RESOLVED FURTHER THAT Mr./Ms. (Name of the Director), Managing Director be and is hereby authorised to sign and to execute all agreements, undertakings, applications, returns, papers, receipts, all documents relating to company's business and administration, taxation, customs, excise, commercial and all other writings, which require authentication in the name and on behalf of the company and to do all such acts, deeds, matters and things as may be considered expedient and necessary in this regard on behalf of the company.

RESOLVED FURTHER THAT Mr./Ms. (Name of the Director), Managing Director be and is hereby authorised to appear and act on behalf of and represent the company in all matters before any court, quasi-judicial authorities, Central Government, State Governments, statutory authorities, public bodies, public officers, local self-governing bodies, Municipalities and any other civic bodies and is hereby delegated full powers to sign and execute all applications, returns, objections, documents, agreements and papers that may be required for and on behalf of the company in relation to any matter in which it is interested or may be concerned in any way and to institute, conduct, defend, compromise, intervene, abandon or compound any suit, writ petition, appeal review, revision or other proceedings by or against the company or its employees or otherwise concerning the affairs or the company in this connection.

RESOLVED FURTHER THAT Mr./Ms. (Name of the Director), Managing Director be and is hereby authorised to refer any claims and/or demands by or against the company, to arbitration/and observe and perform the awards, to sign the verify plaints, written statements, affidavits, vakalatnamas, objections, memorandum of appeal or other pleadings to be filed before any judicial or quasi-judicial authorities of arbitrator to enforce judgment, execute any decree or order of any judicial or quasi-judicial authorities to satisfy the same and/or to realize or withdraw money from any court, persons or authorities in execution of such decree or order.

RESOLVED FURTHER THAT Mr./Ms. (Name of the Director), Managing Director be and is hereby authorised to incur such expenditure for the conduct of the business of the company such as payment of salary to staff, rents for the building(s) taken on lease, electricity and water charges, the cost for hiring external consultants, and such other expenditure as he/she may deem necessary and proper.

RESOLVED FURTHER THAT Mr./Ms. (Name of the Director), Managing Director be and is hereby authorised to sub-delegate all or any powers conferred upon him/her to any other director(s), officer(s) and employee(s) of the company, external consultant(s) or professional(s) as he/she may think fit and proper in the interest of the company, subject to general supervision and ultimate control being retained by him/her and further subject to such conditions as he/she may deem fit, consistent with the need for prompt, effective and efficient discharge of responsibilities entrusted to such delegate(s).

RESOLVED FURTHER THAT the authority given hereinabove to Mr./Ms. (Name of the Director), Managing Director is except matters relating to periodical budgets and plans, mergers, acquisitions and reconstructions, diversification of the business, power to invest, issue of securities, power to borrow, make calls on unpaid shares, sell or lease or disposing off of any undertaking in whole or partly, donations, sale or lease of immovable properties, buy-back of securities, writing off of any items from the books of accounts, declaration of dividend, appointment of consultants, grant loans or give guarantee or provide security in respect of loans, approval of financial statements, approval of the Board’s report, procurement of works, to acquire a controlling interest in another company, procurement of goods and incurring of any capital expenditures in respect of which prior approval of the Board of Directors and/or any other appropriate statutory authorities/bodies is necessary.”