Please provide resolution for corporate guarantee u/s 372A
Preeti Sharma
Neeti Agarwal
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF (NAME OF THE COMPANY) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS) ON (DATE) AT (TIME)
The Chairman informed the Board that (Name of the Company approached for corporate guarantee)has requested for a corporate guarantee (hereinafter referred to as “the said guarantee”) for a sum of Rs.___________ (Amount in words) to meet out its working capital requirements in favour of(Name of the Bank) by availing the following limits :
Fund Based Limit : Rs.
Non-fund Based Limit : Rs.
Total : Rs.
In this respect, the Board was produced the following documents for consideration, perusal and necessary approval.
1. Copy of Term Sheet dated _________ received from (Name of the Bank)
2. Communication from (Name of the Bank) dated _________
3. IOM, evidencing approval of Group CFO of the Company’s to provide the said corporate guarantee on behalf of the Company.
4. Letter of Justification dated _______ received from (Name of the Company approached for corporate guarantee) for the said guarantee along with a formal request letter.
5. E-mail Communications exchanged between the companies.
The Board was also informed that, the members of the company have already approved the said guarantee in terms of the provisions of Section 372A of the Companies Act, 1956. After deliberations, the following resolutions were passed:
"RESOLVED THAT in terms of Section 372A read with Article _____ and other applicable provisions, Article(s) if any, of Companies Act, 1956 and Articles of Association of the Company respectively and further vide letter of justification dated ___________ received from (Name of the Company approached for corporate guarantee) in which the Company is a (percentage of shareholding)shareholder, consent of the Board be and is hereby accorded to provide a sum of Rs.___________ (Amount in words) towards corporate guarantee in favour of (Name of the Bank with address) for enabling WSP to avail the following limits:
Fund Based Limit : Rs.
Non-fund Based Limit : Rs.
Total : Rs.
"RESOLVED FURTHER THAT the deed of guarantee, the draft of which was placed before the Board be and is hereby approved in toto.
"RESOLVED FURTHER THAT the following persons, namely :-[Name of the authorized person(s)]be and are hereby severally authorized to execute the aforesaid Deed of Guarantee and such other documents, including any modification / alteration/ amendments thereto, as may be required, and to do all necessary acts which are required, consequential or deemed expedient for availing the aforesaid limits from (Name of the Bank).RESOLVED FURTHER THAT in pursuance of Article_________ of the Articles of Association of the Company, the common seal of the Company be affixed on such document(s) as may be necessary in the presence of ________________, Director of the Company".
"RESOLVED FURTHER THAT a copy of this resolution duly certified by any of the Directors or the Company Secretary be given to (Name of the Bank) for their reference and record".
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