DRAFT OF BOARD RESOLUTION FOR
AVAILING & SECURING CREDIT FACILITIES
Minutes of the meeting of Board of Directors of________________ Ltd. held on______________________ (date) at______________________________ (Place)
The Board was informed that Bank of Baroda ________________ branch has agreed, at the request of the Company, to grant/ continue to grant the Company a cash credit / demand loan / overdraft / packing credit / Term Loan / BP / BD / LC / guarantee facilities as under :-
INTER ALIA against the following securities and on the terms and conditions as contained in the Bank’s letter of sanction dt. ____________________ and after noting that it was :
(1) Resolved that sanction be and is hereby given to the Company to avail/continue to avail from Bank of Baroda, _________________ Branch the facilities upto the limits mentioned above inter alia against the following securities namely :
- Demand Promissory Note.
- Letter of Continuing security.
- Hypothecation/Pledge of goods / Machinery / Book Debts and other movables.
- Mortgage over the fixed assets / immovable properties of the Company.
- Personal guarantee of Shri ________________________
- Letter of Instalment with Acceleration clause.
- BP/F.B.P. Undertaking.
8 . L. C. Application
- Counter Indemnity
and the Company do execute the relevant documents therefor and create a mortgage over the fixed / immovable properties of the Company situate at
_________________ in favour of Bank of Baroda to secure the due repayment of the outstandings in the various credit facilities.
- Resolved further that the documents be executed by the Company and the common seal of the Company be affixed to the Demand Promissory Note / Letter of continuing security / letter of pledge / Instrument of Hypothecation of goods /movable Machinery / Book Debts / Instrument of Power of Attorney / modifying agreement in the presence of Mr. _________________________ and Mr.________________________ two of the directors of the Company who do sign the same in token thereof and the same be countersigned by Shri
________________________, of the Company and that other documents, Such as counter-indemnity letter, letter of Instalment, L.C. Application. B.P./FBP undertaking and Form No. 8/13 be executed by any one/two of the Directors for the time being of the Company.
- Resolved further that the Company do create a mortgage / extension of mortgage by deposit of title deeds in favour of Bank of Baroda by depositing the title deeds, documents, evidences, writing with Bank of Baroda, by giving an oral consent to Bank of Baroda to continue to hold and retain the title deeds, documents, evidences, writings in respect of the Company’s immovable properties situate at
________________________ together with all buildings and structures thereon and all plant and machinery attached to the earth or permanently fastened to anything attached to the earth (hereinafter collectively referred to as the said immovable properties) to secure the due repayment by the Company of outstanding due under the facilities indicated above together with interest, additional interest, further interest by way of liquidated damages, compound interest, commitment charges, premia on repayment or on redemption, guarantee commission/ L.C. commission , costs, charges, expenses and other moneys including any increase as a result of devaluation / Revaluation / Fluctuation in the rates of Exchange of Foreign currencies involved payable by the Company to Bank of Baroda under their Heads of Agreement / Loan Agreement / Letters of Sanction / Memo. of terms and conditions amended from time to time.
- Resolved further that Shri _____________________________________ and Shri ____________________________, Directors of the Company, be and are hereby severally authorised to deliver to and deposit with Bank of Baroda the various title deeds, writings and evidences and to give oral consent as aforesaid for and on behalf of the Company with an intention to create a mortgage / extend the mortgage over the said immovable properties belonging to the Company.
- Resolved further that Shri __________________________ and Shri
________________________ Directors of the Company be and are hereby severally authorised to state on behalf of the Company that the said title deeds so deposited are the only documents of title in the possession, power and control of the Company and that the Company has a clear and marketable title to the said immovable properties and that the security in favour of Bank of Baroda shall enure in respect of the Company’s said immovable properties both present and future and also to give a declaration on oath to the satisfaction of Bank of Baroda.
- Resolved further that any one/two of the Directors of the Company be and are hereby authorised to execute Letters of Acknowledgment of Debt/Balance
Confirmation letters favouring Bank of Baroda for and on behalf of the Company acknowledging the liabilities of the Company to Bank of Baroda in respect of the various credit facilities availed by the Company from time to time as and when called upon to do so by Bank of Baroda.
(7 ) Resolved further that Shri _______________, Shri __________________ and Shri ________________________ be requested to create a mortgage by deposit of title deeds / make extension of mortgage in respect of their immovable properties situate at ___________________________ for securing the dues of the Company to Bank of Baroda in respect of the various credit facilities availed / to be availed by the Company from Bank of Baroda.
- Resolved further that Shri _________________, Shri ________________ and Shri ________________________ be and are hereby requested to execute letters of guarantee and letters of Acknowledgment of Debt/Balance Confirmation letters in their respective personal capacity as guarantors favouring Bank of Baroda to secure the various credit facilities availed/ to be availed by the Company from Bank of Baroda and acknowledging their liability as guarantors to the said facilities.
- Resolved further that Bank of Baroda be and is hereby authorised to debit the cash credit or any other account or open any separate account for the purpose of debiting the amounts of Bills purchased by the Bank which have not been paid on due dates by the drawee/s, amounts paid to the beneficiaries under guarantees issued by the Bank on behalf of the Company and amounts paid by the Bank under letters of credit facilities, and to apply and recover interest at applicable rates.
- Resolved further that the cash credit accounts and other accounts with Bank of Baroda be operated by any one/two of the directors of the Company for and on behalf of the Company.
- Resolved further that Bank of Baroda be and is hereby requested to honour all cheques, Bills of exchange, promissory notes drawn, endorsed, accepted or made by the Company and to act on the instructions given by any one/two of the directors relating to the above accounts whether the same be overdrawn or not and whether or not relating to the transactions of the Company.
- Resolved further that the Company do file the requisite particulars of charge / modification of charge to be created by the Company with the Registrar of Companies.
13) Resolved further that copies of the foregoing resolutions certified to be true by Shri ________________________ Chairman / secretary of the Company be furnished to Bank of Baroda and they be requested to act thereon.
Certified to be true,
CHAIRMAN / SECRETARY