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Resolutions are the decisions of the meetings and it should be so drafted that anybody not present at the meeting or anybody referring it later date will know clearly what the decision was at the meeting without referring to any other document.

1) Resolutions should be drafted in clear and precise terms since resolutions are the decisions of the meetings.

2) Show clearly and in distinct terms the Kind of meeting (Board or General) and the Type of resolution (Ordinary, Special, Simple Majority).

3) Surplus and meaningless words or phrases should not to be included in resolutions.

4) Reference to provisions and sections of the Act, Rules etc. should be made wherever applicable.
(Eg: pursuant to Section 25 of the Companies Act, 1956)

5) Reference to documents should be made wherever applicable. (Eg: draft letter of appointment).

6) Central Government approval, Company Law Board confirmation subject to which resolutions are made, should be clearly mentioned at the early part of resolutions. (Eg: appointment subject to the approval of central Government).

7) The with effect date of resolution must be mentioned.

8) A resolution must confine to one subject matter and two distinct matters should not be covered in one resolution.

9) Where lengthy resolutions have to be approved they should be divided into paragraphs. (Eg: Further Resolved that...).

10) Don’t try to explain the concept of question but stick on to the objective of resolution drafting.


Published by

CS. Bilu Balakrishnan
(Company Secretary)
Category Corporate Law   Report

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