Board resolution format for a loan, guarantee, security or investment under Sections 179(3) and 186, with consent of all directors present and MBP-2 entry.
“RESOLVED THAT pursuant to the provisions of Sections 179(3) and 186 and other applicable provisions, if any, of the Companies Act, 2013 read with Rules 11 to 13 of the Companies (Meetings of Board and its Powers) Rules, 2014 and the Articles of Association of the Company, approval of the Board be and is hereby accorded, with the consent of all the Directors present at the meeting, to [give a loan of / give a guarantee in connection with a loan of / provide security in connection with a loan of / acquire securities of the value of] ₹[●] (Rupees [●] only) [to / in favour of / in] [name of the person or body corporate] for the purpose of [●], on the terms placed before the Board [including interest at [●]% per annum, being not lower than the prevailing yield of the Government Security closest to the tenor of the loan].
RESOLVED FURTHER THAT the Board notes that the Company is not in default in the repayment of any deposits or interest thereon and that the aggregate of its loans, guarantees, security and investments, including this proposal, [is within the limit under Section 186(2) / exceeds the limit under Section 186(2), and this proposal shall be implemented only after the members approve it by special resolution under Section 186(3)].
RESOLVED FURTHER THAT any Director and/or the Company Secretary of the Company be and is hereby severally authorised to execute the necessary agreements and documents, enter the particulars in the register in Form MBP-2 within seven days, file e-Form MGT-14 with the Registrar of Companies where required, and to do all such acts, deeds and things as may be necessary for giving effect to this resolution.”