Draft Board Resolution for Creation of Charge

Draft Board Resolution for Creation of Charge

July 01, 2016
     
Board-Resolution-Creation-Charge

As per the provisions of  section 77 of the Companies Act, 2013 It shall be the duty of every company creating a charge within or outside India, on its property or assets or any of its undertakings, whether tangible or otherwise, and situated in or outside India, to register the particulars of the charge signed by the company and the charge-holder together with the instruments, if any, creating such charge in such form, on payment of such fees and in such manner as may be prescribed, with the Registrar within thirty days of its creation:


Provided that the Registrar may, on an application by the company, allow such registration to be made within a period of three hundred days of such creation on payment of such additional fees as may be prescribed:

As per the provisions of  section 78 of the Companies Act, 2013 where a company fails to register the charge within the period specified in section 77, without prejudice to its liability in respect of any offence under this Chapter, the person in whose favour the charge is created may apply to the Registrar for registration of the charge along with the instrument created for the charge, within such time and in such form and manner as may be prescribed and the Registrar may, on such application, within a period of fourteen days after giving notice to the company, unless the company itself registers the charge or shows sufficient cause why such charge should not be registered, allow such registration on payment of such fees, as may be prescribed:

For registration of charge as provided in sub-section (1) of section 77, section 78 and section 79, the particulars of the charge together with a copy of the instrument, if any, creating or modifying the charge in Form No.CHG-1 (for other than Debentures) or Form No.CHG-9 (for debentures), as the case may be, duly signed by the company and the charge holder and filed with the registrar within a period of thirty days of the date of creation or modification of charge along with the fee.

Draft Board Resolution for Creation of Charge


“RESOLVED FURTHER THAT (Name of the authorized person(s)) be and are hereby authorized jointly / individually to create a first pari passu charge over the property of the company situated at (Detail of the property) in favour of the bank (Name of the Bank with address) to secure the amount of term loan of Rs__________________ (Amount in words) as sanctioned by above-said bank.”   

“RESOLVED FURTHER THAT (Name of the authorized person(s) ) be and are hereby authorized jointly / individually on behalf of the Company to sign and execute the necessary documents, papers, writing, agreement  on behalf of the company as required to create a valid charge over the property of the company in favour of the bank  and to take such steps as may be necessary for filing of the said documents with the respective authority and to obtain approvals, statutory, contractual or otherwise, in relation to the above if required and to settle all matters arising out of and incidental thereto, on behalf of the Company and generally to do all acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid Resolution.”   

“RESOLVED FURTHER THAT the common seal of the company if required to be affixed to the stamped engrossment (s) on the agreements/documents for the above as may be finalized between the company and the Bank (Name of the Bank) in the presence of any of the above said authorized person who shall countersign the same in the token thereof” 

“RESOLVED FURTHER THAT all acts, deeds, things, matters, etc. as aforestated shall be deemed to be valid and enforceable only if they are consistent with the instant resolution as may be relevant in this case and that the Board shall not be responsible for any acts beyond the scope of the aforestated powers done by (Name of the authorized person(s) and such invalid, illegal acts, and acts done beyond the scope of  powers granted in this Resolution shall not bind the Company against any third parties or before any authorities  in any manner and that the Board shall not be answerable in that behalf.” 

“RESOLVED FURTHER THAT the aforesaid power entrusted to the said official shall be valid and effective unless revoked earlier by the Board or shall be exercisable by him so long as he is in the concerned to the Company.” 

“RESOLVED FURTHER THAT a certified copy of the resolution be given to anyone concerned or interested in the matter.”
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