Sample Board Resolution – Approval of Unsecured Loan from Directors

Sample Board Resolution – Approval of Unsecured Loan from Directors

Company Name: [​YOUR COMPANY NAME]
CIN: [​xxxxxx]
Date: [​DD Month YYYY]
Venue: Registered Office of the Company

Directors Present:

• Mr. [Director 1]
• Ms. [Director 2]
• …

1. Quorum & Notice

“The requisite quorum having been present and notice of the meeting having been duly given, the Chairperson called the meeting to order.”

2. Loan Offer

“It was noted that Mr. [Name of Director], a Director of the Company, has offered to advance an unsecured loan of Rs. [●] (Rupees [●] only) from his personal funds.”

3. Approval under Companies Act

“RESOLVED THAT pursuant to Section 179(3)(d) of the Companies Act, 2013 and Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, and all other applicable provisions of the Act and Rules (including any statutory modifications or re‑enactments for the time being in force), the consent of the Board be and is hereby accorded to accept an unsecured loan of Rs. [●] (Rupees [●] only) from Mr. [Name of Director].”

4. Loan Terms

“FURTHER RESOLVED THAT the loan shall bear interest at [●]% per annum, which is not lower than the prevailing yield of Government securities of corresponding tenure, and shall be repayable on or before [●].”

“FURTHER RESOLVED THAT Mr. [Name of Director] shall execute a formal Loan Agreement and Promissory Note in favour of the Company, setting out the terms and conditions of the loan.”

5. Authorization to Execute Documents

“FURTHER RESOLVED THAT any one of the Directors or the Company Secretary be and is hereby authorized to finalize, sign and deliver such Loan Agreement, Promissory Note, and all other documents, and to do all such acts, deeds and things as may be necessary to give effect to this resolution.”

6. ROC Filings & Disclosures

“FURTHER RESOLVED THAT the Company Secretary be and is hereby instructed to file the necessary disclosures in Form MGT‑14 (if required) and to disclose this loan in the financial statements under ‘Unsecured Loans from Directors’, and to make any other filings with the Registrar of Companies.”

7. Certified True Copy

“Certified True Copy:
I, [Name], Company Secretary of [Your Company Name], hereby certify that the above is a true and correct extract of the resolution passed by the Board of Directors at its meeting held on [Date].”

[Name]
Company Secretary

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