Loan / Borrowing

Approval for Borrowing

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Board Resolution

Formal execution-ready board paper

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Loan / Borrowing

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Resolution No.

BR-LOAN-BORROWING-20260613

Company letterhead

Your company name

CIN will appear here when provided

Board resolution draft

Date

2026-06-13

Resolution type

Loan / Borrowing

Certified true copy of the resolution passed at the meeting of the Board of Directors

Meeting date: 2026-06-13
Meeting time: ________________
Chairperson: ________________
Meeting venue: ________________
Quorum: The quorum required under the Companies Act, 2013 and the Articles was present throughout the meeting.

Resolved that

pursuant to Sections 179 and 180 and other applicable provisions of the Companies Act, 2013, and subject to the limits approved by the members, if applicable, the consent of the Board be and is hereby accorded for the Company to avail borrowing facilities up to INR ____________ from ____________ on the principal terms placed before the meeting.

FURTHER RESOLVED THAT the draft facility documents, sanction letter, security documents and related writings, substantially in the form placed before the meeting, be and are hereby approved, with such modifications as may be agreed by ____________ in consultation with the lender.

FURTHER RESOLVED THAT ____________ be and is hereby authorised to negotiate, finalise, execute and deliver all agreements, deeds, undertakings, notices and other documents and to do all such acts, deeds and things as may be necessary to give effect to this resolution.

Proposed by

Seconded by

Director signature

Company secretary / authorised signatory

Certified true copy

Certified to be a true copy of the resolution passed by the Board of Directors of Your company name.

Certifying authority

________________

Date of certification

2026-06-13

Your company name
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS
Meeting date: 2026-06-13
Quorum: The quorum required under the Companies Act, 2013 and the Articles was present throughout the meeting.
Resolution No.: BR-LOAN-BORROWING-20260613
Date: 13 June 2026
RESOLVED THAT
pursuant to Sections 179 and 180 and other applicable provisions of the Companies Act, 2013, and subject to the limits approved by the members, if applicable, the consent of the Board be and is hereby accorded for the Company to avail borrowing facilities up to INR ____________ from ____________ on the principal terms placed before the meeting.

FURTHER RESOLVED THAT the draft facility documents, sanction letter, security documents and related writings, substantially in the form placed before the meeting, be and are hereby approved, with such modifications as may be agreed by ____________ in consultation with the lender.

FURTHER RESOLVED THAT ____________ be and is hereby authorised to negotiate, finalise, execute and deliver all agreements, deeds, undertakings, notices and other documents and to do all such acts, deeds and things as may be necessary to give effect to this resolution.

Secretarial notes

Match the operative clauses against the sanction letter, delegated authority limits, and the final security document set.

Supporting papers

• Sanction letter / term sheet and borrowing memo
• Draft facility, security, and guarantee documents
• Authority matrix and borrowing limit approvals

Registers and records

• Minute book of the Board of Directors
• Charge creation / borrowing tracker, where applicable

Post-approval actions

• Execute facility and security papers in the approved form
• File charge-related forms if security is created
• Update treasury and covenant monitoring trackers

Entity-specific watchouts

Private Limited

Use the classic board-resolution pathway, but still reconcile shareholder thresholds, constitutional restrictions, and filing-driven timing before circulation.

• Check whether member approval is also required under the Companies Act, 2013 or the Articles.
• Keep the register updates, ROC filings, and certified true copy trail aligned with the board date.
• Where banking, cap table, or governance powers shift, update the internal authority matrix immediately after approval.

LLP

LLP use cases often need adaptation from company-style board language to the decision-making structure under the LLP agreement.

• Confirm that the LLP agreement, not company-law board mechanics, is the primary authority source for the action.
• Replace company-specific concepts like directors, board minutes, or share capital where the LLP structure makes them inapplicable.
• Check whether partner consent thresholds or amended LLP agreement filings are needed in addition to this draft.

OPC

For OPCs, simplify the governance flow carefully without losing the documentary trail expected for filings and internal records.

• Confirm whether the sole member and sole director structure changes the approval mechanics for the specific action.
• Keep resolutions, member decisions, and register updates internally consistent even where meetings are streamlined.
• Review whether the form and attachment set differs from a standard private company fact pattern.

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