“RESOLVED THAT the registered office of the Company be situated at [Full Address including PIN code], in the State of [State], and that all statutory registers, minute books, and records of the Company be maintained at the said registered office.”

“FURTHER RESOLVED THAT the Company Secretary / [Authorized Person, DIN] be and is hereby authorized to file Form INC-22 with the Registrar of Companies, [City], and to execute all documents and take all steps necessary to give effect to this resolution.”

“RESOLVED THAT pursuant to Section 139(6) of the Companies Act, 2013, M/s [Auditor Firm Name], Chartered Accountants, Firm Registration No. [ICAI FRN], having consented to act as Statutory Auditors of the Company, be and are hereby appointed as the First Auditors of the Company to hold office until the conclusion of the First Annual General Meeting.”

“FURTHER RESOLVED THAT the Board of Directors be and is hereby authorized to fix the remuneration of the said Auditors for the aforesaid period.”

“RESOLVED THAT a current account be opened with [Bank Name], [Branch], in the name of the Company, and that the following persons be and are hereby authorized as joint signatories for operating the said account:

1. Mr./Ms. [Name], [Designation], DIN [Number] 2. Mr./Ms. [Name], [Designation], DIN [Number]

Signing authority: Any [one/two] of the above jointly for transactions up to ₹[Amount]. Both signatories required for transactions exceeding ₹[Amount].”

“FURTHER RESOLVED THAT the Company Secretary / [Authorized Person] be authorized to execute the bank account opening forms, KYC documents, and such other documents as may be required by the Bank.”

“RESOLVED THAT pursuant to Section 56 of the Companies Act, 2013, read with Rule 11 of the Companies (Share Capital and Debentures) Rules, 2014, share certificates bearing Nos. [X] to [Y] for [Number] equity shares of ₹[Face Value] each, be issued to the subscribers to the Memorandum of Association as per the details set out below:

[Table: Sr. No. | Name | No. of Shares | Certificate No. | Distinctive Nos.]

FURTHER RESOLVED THAT the said share certificates be signed by [Director 1] and [Director 2 / Company Secretary] and the common seal of the Company (if any) be affixed thereon.”

“RESOLVED THAT Mr./Ms. [Name], [Designation], PAN [Number], be and is hereby authorized to apply for registration under the Central Goods and Services Tax Act, 2017 and the respective State/Union Territory GST Act, to file all GST returns, to represent the Company before GST authorities, and to use Digital Signature Certificate for all GST-related filings on the GST portal (www.gst.gov.in).”

“FURTHER RESOLVED THAT the said authorized person shall be the primary authorized signatory for all communications, replies to show cause notices, appeal filings, and refund applications under the GST Acts.”

“RESOLVED THAT pursuant to Section 62(1)(c) of the Companies Act, 2013, and in accordance with the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 as amended, and subject to such approvals as may be necessary, the Board hereby approves the allotment of [Number] equity shares of ₹[Face Value] each at a premium of ₹[Premium] per share, aggregating to ₹[Total Amount], to the following persons on a preferential basis:

[Table: Sr. No. | Name of Allottee | Nationality/Residency Status | No. of Shares | Price per Share | Total Consideration]

The issue price of ₹[X] per share is based on the valuation report dated [DD/MM/YYYY] issued by [CA/SEBI Category I Merchant Banker Name], [ICAI Membership No. / SEBI Registration No.], determining the fair market value of the equity shares at ₹[FMV] per share using the [Discounted Cash Flow / Net Asset Value] methodology, in compliance with Rule 21 of the FEMA (Non-Debt Instruments) Rules, 2019.

The issue price of ₹[X] per share is at or above the fair market value of ₹[FMV] per share, thereby complying with the pricing guidelines under FEMA.

[Note: Section 56(2)(viib) — ‘angel tax’ on premium exceeding FMV — was abolished by the Finance (No. 2) Act, 2024 effective from AY 2025-26. Accordingly, no income tax ceiling on share premium applies to this allotment.]”

“FURTHER RESOLVED THAT the Company Secretary / Mr./Ms. [Name, DIN] be and is hereby authorized to:
(a) file Form PAS-3 (Return of Allotment) with the Registrar of Companies within 15 days of allotment;
(b) file Form SH-7 (Notice of Alteration of Share Capital) if applicable;
(c) file Form FC-GPR with the Reserve Bank of India through the Authorized Dealer Bank within 30 days of allotment, in compliance with FEMA reporting requirements;
(d) update the Register of Members;
(e) issue share certificates within 2 months of allotment; and
(f) take all such steps as may be necessary to give effect to this resolution.”

“RESOLVED THAT pursuant to Section 62(1)(c) of the Companies Act, 2013, the Board hereby approves the allotment of [Number] equity shares of ₹[Face Value] each at a premium of ₹[Premium] per share, aggregating to ₹[Total Amount], to the following persons on a preferential basis:

[Table: Sr. No. | Name | PAN | No. of Shares | Price per Share | Total Consideration]

The issue price of ₹[X] per share is supported by the valuation report dated [DD/MM/YYYY] prepared in accordance with Rule 11UA of the Income Tax Rules, 1962.

[Note: Section 56(2)(viib) was abolished effective AY 2025-26. No income tax on share premium for primary issuances. For secondary transfers, Section 56(2)(x) and Section 50CA remain applicable.]”

“FURTHER RESOLVED THAT [Authorized Person] be authorized to file PAS-3, update the Register of Members, and issue share certificates.”

“RESOLVED THAT pursuant to Section 55 read with Section 62(1)(c) of the Companies Act, 2013, and in accordance with the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019, the Board hereby approves the issuance of [Number] Compulsorily Convertible Preference Shares (‘CCPS’) of ₹[Face Value] each at a premium of ₹[Premium] per CCPS, on the following terms:

Conversion: Each CCPS shall compulsorily convert into [Ratio] equity share(s) of ₹[Face Value] each [upon occurrence of a Qualified Financing Event / after [X] years from the date of issuance / at the option of the holder, provided conversion occurs within [X] years].

Conversion price: ₹[X] per equity share [or as determined by the conversion formula specified in the Investment Agreement dated [Date]].

Liquidation preference: [1x non-participating / 1x participating / as per SHA].

Dividend: [Cumulative/Non-cumulative] at [X]% per annum on the face value.

FEMA classification: These CCPS are equity instruments under Rule 2(k) of the FEMA (Non-Debt Instruments) Rules, 2019, as the conversion is compulsory and the instrument does not carry an optionality clause rendering it as debt.”

“FURTHER RESOLVED THAT [Authorized Person] be authorized to file PAS-3, FC-GPR (with CCPS-specific reporting), and all necessary filings.”

“RESOLVED THAT pursuant to Sections 71 and 62(1)(c) of the Companies Act, 2013, and FEMA (Non-Debt Instruments) Rules, 2019, the Board approves the issuance of [Number] Compulsorily Convertible Debentures (‘CCDs’) of ₹[Face Value] each to [Investor Name, Nationality], on the following terms:

Tenor: [X] months/years from the date of issuance.
Interest: [X]% per annum, [payable quarterly/semi-annually/at maturity].
Conversion: Compulsory conversion into equity shares at ₹[X] per share upon [maturity / qualifying event / as per the Subscription Agreement].

The issuance price is in compliance with FEMA pricing norms, based on the valuation report dated [Date] by [Valuer Name].”

“RESOLVED THAT the Board approves the issuance of India Simple Agreement for Future Equity (‘iSAFE’) Notes to the following investors:

[Table: Investor Name | Nationality | Investment Amount | Valuation Cap | Discount Rate]

The iSAFE Notes shall convert into equity shares upon the next priced equity financing round at a price per share that is the lower of: (a) the price per share in the priced round multiplied by the discount factor of [X]%, or (b) the investment amount divided by the valuation cap divided by the fully diluted share capital.

FEMA compliance: For non-resident investors, the iSAFE is treated as a compulsorily convertible instrument under FEMA NDI Rules. The conversion price at the trigger event must meet or exceed the FEMA floor price determined at the time of conversion.”

“RESOLVED THAT subject to the approval of shareholders by ordinary resolution, the Authorized Share Capital of the Company be increased from ₹[Current Amount] divided into [Current No.] equity shares of ₹[Face Value] each, to ₹[New Amount] divided into [New No.] equity shares of ₹[Face Value] each, by creation of [Additional No.] new equity shares of ₹[Face Value] each.”

“FURTHER RESOLVED THAT the Memorandum of Association (Clause V — Capital Clause) be altered accordingly, and [Authorized Person] be authorized to file Form SH-7 with the Registrar of Companies.”

“RESOLVED THAT the Board hereby approves the transfer of [Number] equity shares of ₹[Face Value] each (Certificate No. [X], Distinctive Nos. [Y] to [Z]) from [Transferor Name, PAN/Passport, Residency Status] to [Transferee Name, PAN/Passport, Residency Status] at a price of ₹[Transfer Price] per share, aggregating to ₹[Total Consideration].

[If NR involved:] The transfer price of ₹[X] per share complies with FEMA pricing norms — being [at or above / at or below] the fair market value of ₹[FMV] per share determined by the valuation report dated [Date]. [Note: For transfer from resident to NR: price must be at or above FMV (floor). For transfer from NR to resident: price must be at or below FMV (ceiling).]

Income Tax note: For secondary transfers, Section 56(2)(x) (buyer taxed if acquiring below FMV) and Section 50CA (seller deemed consideration at FMV if transferring below FMV) remain applicable.”

“FURTHER RESOLVED THAT [Authorized Person] be authorized to register the transfer, update the Register of Members, issue new share certificates, and file Form FC-TRS with RBI (if a non-resident is involved in the transfer).”

“RESOLVED THAT pursuant to Section 62(1)(b) of the Companies Act, 2013 read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, and subject to the approval of shareholders by special resolution, the Board hereby approves the ‘[Company Name] Employee Stock Option Plan 20[XX]’ (‘ESOP Plan’) providing for the grant of [Total Pool Size] stock options to eligible employees, on the terms and conditions set out in the ESOP Plan document annexed hereto as Annexure [X].

Key terms:
Total pool: [Number] options (representing [X]% of fully diluted equity).
Exercise price: Not less than the face value of ₹[X] per share. [Specific pricing: at face value / at FMV as determined by the Board-approved valuation / at a discount of [X]% to FMV].
Vesting: [4-year vesting with 1-year cliff, monthly/quarterly vesting thereafter].
Exercise window: [X] years from vesting date.
Accounting: Fair value of options to be determined using the Black-Scholes Option Pricing Model for Ind AS 102 expense recognition.”

“FURTHER RESOLVED THAT the Nomination and Remuneration Committee / Board be authorized to administer the ESOP Plan including grant of options, vesting acceleration, and exercise processing.”

“RESOLVED THAT pursuant to the [Company Name] Employee Stock Option Plan 20[XX] approved by shareholders on [Date], the Board hereby approves the grant of stock options to the following eligible employees:

[Table: Employee Name | Designation | No. of Options | Exercise Price | Grant Date | Vesting Schedule] [If any grantee is NRI/OCI:] For non-resident grantees, the grant, vesting, and exercise shall comply with FEMA regulations including pricing norms and RBI reporting at the time of exercise.”

“FURTHER RESOLVED THAT the Company Secretary be authorized to issue grant letters to the above employees in the format approved under the ESOP Plan.”

“RESOLVED THAT the Board notes the exercise of [Number] vested stock options by the following employees under the ESOP Plan, and hereby approves the allotment of [Number] equity shares of ₹[Face Value] each:

[Table: Employee | Options Exercised | Exercise Price | Shares Allotted | Residency Status] [If NRI employee exercised:] The allotment to [NRI Employee Name] is in compliance with FEMA (Non-Debt Instruments) Rules, 2019. The exercise price of ₹[X] per share meets the FEMA floor price. Form FC-GPR shall be filed within 30 days.

Tax compliance: TDS on perquisite value (difference between FMV on exercise date and exercise price) shall be deducted under Section 17(2)(vi) read with Rule 3(8)(iii) and deposited within the prescribed timelines.”

“FURTHER RESOLVED THAT [Authorized Person] be authorized to file PAS-3, FC-GPR (if NRI exercise), update the Register of Members, and issue share certificates.”

“RESOLVED THAT pursuant to Section 161(1) of the Companies Act, 2013, and Article [X] of the Articles of Association, Mr./Ms. [Name], DIN [Number], PAN [Number], who has given consent in Form DIR-2 and is not disqualified under Section 164 of the Act, be and is hereby appointed as an Additional Director of the Company with effect from [Date], to hold office up to the date of the next Annual General Meeting.

The Board notes the disclosure received from the said director under Section 184(1) and Section 189 of the Act.”

“FURTHER RESOLVED THAT [Authorized Person] be authorized to file Form DIR-12 with the Registrar of Companies within 30 days.”

“RESOLVED THAT the Board notes with [regret/acceptance] the resignation of Mr./Ms. [Name], DIN [Number], from the position of [Designation] of the Company, effective [Date], as per the resignation letter dated [Date] received by the Company.

The Board records that there are no material reasons for the resignation other than those stated in the resignation letter.”

“FURTHER RESOLVED THAT [Authorized Person] be authorized to file Form DIR-12 (cessation) with the Registrar of Companies within 30 days, and the resigning director is advised to file Form DIR-11 with the Registrar.”

“RESOLVED THAT pursuant to Section 188(1) of the Companies Act, 2013 read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board hereby approves the following related party transaction(s):

Nature of transaction: [Sale/purchase of goods/services/leasing/remuneration/appointment] Name of related party: [Name of entity/person] Relationship: [Director/KMP/relative of director/entity in which director holds significant influence] Material terms: [Description of goods/services, quantum, pricing, duration] Monetary value: ₹[Amount] per [annum/transaction/contract term] Arm’s length justification: The pricing is at arm’s length based on [market rate comparison / transfer pricing benchmarking / independent quotations from 3 vendors].

Mr./Ms. [Related Director Name], being interested in the transaction, abstained from voting on this resolution.”

“FURTHER RESOLVED THAT the details of this transaction be entered in the Register of Contracts maintained under Section 189 and disclosed in Form AOC-2 annexed to the Board’s Report.”

“RESOLVED THAT pursuant to Section 177 of the Companies Act, 2013, the Board hereby constitutes an Audit Committee comprising:

1. Mr./Ms. [Name], Independent Director — Chairperson
2. Mr./Ms. [Name], [Designation] 3. Mr./Ms. [Name], [Designation]

The Audit Committee shall have the terms of reference as set out in Section 177(4) of the Act, including: oversight of financial reporting, review of internal controls, recommendation on auditor appointment and remuneration, approval of related party transactions [for listed companies], and oversight of the vigil mechanism (whistleblower policy).”

“RESOLVED THAT pursuant to Section 177(9) and (10) of the Companies Act, 2013, the Board hereby adopts a Vigil Mechanism (Whistleblower Policy) as set out in the document annexed hereto, providing for:

(a) A mechanism for directors and employees to report genuine concerns about unethical behavior, fraud, or violations of law;
(b) Adequate safeguards against victimization of the whistleblower;
(c) Direct access to the Chairperson of the Audit Committee in exceptional cases; and
(d) Investigation of complaints through an independent forensic investigation process where warranted.”

“FURTHER RESOLVED THAT the Vigil Mechanism be communicated to all directors and employees, and the Audit Committee be entrusted with overseeing its functioning.”

“RESOLVED THAT the Board hereby approves and adopts the Audited Financial Statements of the Company for the financial year ended March 31, 20[XX], comprising the Balance Sheet as at March 31, 20[XX], the Statement of Profit and Loss, the Cash Flow Statement, and the Notes to Financial Statements, together with the Auditor’s Report thereon.

The Board notes that the financial statements have been prepared in accordance with [Ind AS / Companies (Accounting Standards) Rules, 2006] and present a true and fair view of the state of affairs of the Company.”

“FURTHER RESOLVED THAT the Financial Statements and the Board’s Report (including annexures — Directors’ Responsibility Statement, Secretarial Audit Report [if applicable], Form AOC-2, Extract of Annual Return) be laid before the members at the Annual General Meeting.”

“RESOLVED THAT Mr./Ms. [Name], [Designation], PAN [Number], be and is hereby authorized to sign and file the Income Tax Return of the Company for the Assessment Year 20[XX]-[XX], to respond to any notices or communications from the Income Tax Department, and to represent the Company before the Assessing Officer, Commissioner of Income Tax (Appeals), and the Income Tax Appellate Tribunal.”

“RESOLVED THAT pursuant to Section 180(1)(c) of the Companies Act, 2013, and subject to the approval of shareholders by special resolution, the Board hereby approves borrowing of moneys (apart from temporary loans obtained from the Company’s bankers in the ordinary course of business) in excess of the aggregate of the paid-up share capital and free reserves of the Company, provided that the total amount of borrowings outstanding at any time shall not exceed ₹[Amount] (Rupees [Amount in words] only).”

“FURTHER RESOLVED THAT [Director Name, DIN] and [Director Name, DIN] be jointly authorized to negotiate, finalize, and execute loan agreements, security documents, and related documentation.”

“RESOLVED THAT the Registered Office of the Company be shifted from [Current Address] to [New Address], within the local limits of [City], in the State of [State], with effect from [Date].”

“FURTHER RESOLVED THAT [Authorized Person] be authorized to file Form INC-22 (verification of registered office) with the Registrar of Companies within 15 days of the change, and to update all statutory records, letterheads, and registrations accordingly.”

“RESOLVED THAT pursuant to Section 186 of the Companies Act, 2013 [and subject to the approval of shareholders by special resolution, if the investment exceeds the limits prescribed under Section 186(2)], the Board hereby approves the investment of ₹[Amount] in [Number] equity shares of ₹[Face Value] each of [Subsidiary/Entity Name], a company incorporated under the Companies Act, 2013 [or under the laws of [Country] if foreign subsidiary].

Purpose: [Strategic investment / subsidiary formation / joint venture participation].
Source of funds: [Internal accruals / proceeds of equity fundraise].

[If the investing company has received FDI:] This investment constitutes a downstream investment of FDI funds and is in compliance with the FEMA downstream investment regulations. The Company shall report this downstream investment to RBI as required.”

“FURTHER RESOLVED THAT [Authorized Person] be authorized to execute the subscription/investment documents and make all necessary regulatory filings.”