Draft Board Resolution to Approve External Commercial Borrowings (ECB)

Resolved That pursuant to the provisions of Section 179 of the Companies Act, 2013 and any other applicable provisions of Companies Act, 2013 read with Rules thereunder (including any statutory modifications or re-enactment thereof, for the time being in force) and subject to and in accordance with the provisions of other applicable laws, regulations, notification, circulars and rules, as amended from time to time, including the provisions of Memorandum and Articles of Association of the Company, Foreign Exchange Management Act, 1999 and Rules and Regulations made thereunder [FEMA Regulations],  consent of the Board be and is hereby accorded to borrow from ______ [Name of the lender] an External Commercial Borrowing (“ECB”) loan of an amount of ______ [amount] (in words) on the terms and conditions mentioned in the letter placed before the Board and such ECB loan may be drawn either in lump sum or different tranches up to the aforesaid amount for meeting its working capital requirements of the Company.

Resolved Further That Mr./ Ms. ______ [Name and Designation of the authorized person] <and/ or Mr./ Ms. ______ [Name and Designation of the authorized person]> of the Company,  be and is/are hereby authorized severally/jointly to negotiate on terms & conditions including but not limited to the amount, rate of interest, tenure etc. of the ECB loans to be obtained from and to further finalize, execute, sign, amend, modify, renew such agreements, schedules, annexes, supplements, memorandums, writings, deeds, papers, letters and documents as may be required for borrowing of such Loans and to submit the necessary documents, obtain necessary approvals and provide the desired information to the relevant authorities, on behalf of the Company, for the purpose of obtaining the said ECB loan.

Resolved Further That Mr./ Ms. ______ [Name and Designation of the authorized person] <and/or Mr./ Ms. ______ [Name and Designation of the authorized person],> of the Company, be and is/are hereby severally/jointly authorized to delegate the above mentioned authorization in favour of any other person / official of the Company as they may deem necessary and also authorized to do all such things acts, deeds, things, matters as they may consider necessary and expedient to give effect to the above resolution including but not limited to filing of necessary statutory documentation with the statutory authorities, as applicable.

Resolved Further That wherever required the Common Seal [Delete if not applicable] of the Company be affixed on the agreements, schedules, annexes, amendments, modifications, supplements, memorandums, writings, deeds, papers, letters and documents in terms of the Articles of Association of the Company.

Resolved Further That Mr./ Ms. ______ [Name and Designation of the authorized person] of the Company, be and is hereby authorized to furnish the certified true copy or the extract of the Board Resolution to any person or statutory officials as may be required.