Board Resolution Format for Bharatpe

BOARD RESOLUTION FORMAT

CERTIFIED EXTRACT OF THE MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF [COMPANY NAME]

DOCUMENT CONTROL & METADATA

• Effective Date: [DD Month, YYYY]
• Document Version: 1.0
• Jurisdiction / Scope: Republic of India / BharatPe (Resilient Innovations Private Limited) Merchant Services Integration, Credit Facilities, and Digital Payments Authorization
• Governing Law: The Companies Act, 2013, read with applicable rules and regulations thereunder.

---

1. OFFICIAL NOTICE & COMPLIANCE DISCLAIMER

This document is a formal corporate template intended for execution by the Board of Directors of [Company Name] pursuant to the provisions of the Companies Act, 2013 and the corporate governance standards mandated by the Reserve Bank of India (RBI) and National Payments Corporation of India (NPCI). Unauthorized alteration of statutory clauses may result in legal invalidation under Section 179 and Section 134 of the Companies Act, 2013. Legal Counsel recommends review by company secretaries prior to execution.

---

2. PARTIES & DEFINITIONS

For the purposes of this Board Resolution, the following terms shall have the meanings ascribed hereunder:

• "Company": [Company Name], a company incorporated under the Companies Act, [2013 / 1956] having its registered office at [Registered Office Address] and Corporate Identification Number (CIN): [Insert CIN].
• "Platform": BharatPe (operated by Resilient Innovations Private Limited and its affiliates, subsidiaries, or partner financial institutions) providing unified payments interface (UPI), point of sale (PoS) terminals, quick response (QR) code deployment, and merchant credit facilities.
• "Authorized Signatory": The Director(s), Manager, or Designated Officer(s) explicitly authorized herein to execute documents, complete KYC, and operate accounts on behalf of the Company.
• "Board": The collective Board of Directors of the Company.

---

3. OPERATIVE CLAUSES & TERMS

IT IS RESOLVED THAT, approval of the Board of Directors of the Company be and is hereby accorded to open, operate, and maintain merchant accounts, digital wallets, current accounts, settlement accounts, and credit facilities with BharatPe ([Resilient Innovations Private Limited / Partner Bank Name]) for the purpose of facilitating digital collections, merchant payments, and availing business loans/credit lines.

IT IS FURTHER RESOLVED THAT, the following Director(s) / Officer(s) of the Company, namely:

1. [Full Legal Name of Signatory 1], [Designation] (PAN: [Insert PAN])
2. [Full Legal Name of Signatory 2], [Designation] (PAN: [Insert PAN])

be and are hereby jointly and/or severally authorized, on behalf of the Company, to negotiate, finalize, execute, and deliver all requisite applications, merchant agreements, terms of service, KYC documentation, Electronic Clearing Service (ECS) / National Automated Clearing House (NACH) mandates, and digital acceptance forms required by BharatPe or its banking partners.

IT IS FURTHER RESOLVED THAT, the Authorized Signatories be and are hereby authorized to:

• Avail merchant lending, working capital loans, or merchant cash advances up to an aggregate limit of [INR Amount in Figures] ([INR Amount in Words]) through the BharatPe platform, under such terms, interest rates, and repayment schedules as may be mutually agreed.
• Link the Company’s existing bank accounts ([Bank Name], Account Number: [Insert Account Number], IFSC: [Insert IFSC]) with the BharatPe merchant dashboard for automated settlements and daily merchant disbursements.
• Execute demand promissory notes, loan agreements, guarantee deeds, and hypothecation deeds in favor of BharatPe or its regulated lending partners.

IT IS FURTHER RESOLVED THAT, the Company do accept and adopt the standard terms and conditions, privacy policies, and merchant service agreements of BharatPe as binding upon the Company, and all acts already executed by the Authorized Signatories in connection with the foregoing are hereby ratified, confirmed, and approved.

IT IS FURTHER RESOLVED THAT, a copy of this resolution, certified as a true copy by any Director or the Company Secretary, be furnished to BharatPe and its banking partners, and that they be entitled to rely upon the same until written notice of revocation or modification is officially communicated to them.

---

4. CERTIFICATION OF TRUE EXTRACT

"CERTIFIED TO BE A TRUE EXTRACT FROM THE MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF [COMPANY NAME] HELD ON [DD Month, YYYY] AT [Time] AT ITS REGISTERED OFFICE."

<br>

---

[Name of Company Secretary / Director]
[Designation: Company Secretary / Director]
Membership No. / DIN: [Insert Number]

---

5. EXECUTION & SIGNATURES BLOCK

IN WITNESS WHEREOF, the Directors of the Company have hereunto set their hands and affixed the common seal (if applicable) in token of their approval.

• Date: [DD Month, YYYY]
• Place: [City, State]

---

6. STEP-BY-STEP EXECUTION & COMPLIANCE GUIDE

1. Verify Quorum: Ensure that the Board Meeting has the requisite quorum present as mandated by Section 174 of the Companies Act, 2013 and the Articles of Association (AoA) of the Company before passing this resolution.
2. Fill Blanks: Replace all bracketed placeholders (e.g., [Company Name], [Amount]) with exact legal details matching corporate records, PAN databases, and bank accounts.
3. Execution:
   • The resolution must be signed by the Chairman of the meeting or two Directors and countersigned by the Company Secretary (if applicable).
   • Affix the Common Seal of the Company onto the certification block if required by the Articles of Association.
4. Filing Requirements (If Applicable): If this resolution involves borrowing powers exceeding the limits under Section 180(1)(c) of the Companies Act, 2013, ensure a Special Resolution is passed by shareholders and Form MGT-14 is filed with the Registrar of Companies (ROC). For standard operational merchant onboarding, board approval via this format is sufficient.
5. Submission to BharatPe: Upload the signed and stamped (or digitally signed) extract of this Board Resolution along with KYC documents, PAN of the company, and bank account proof directly to the BharatPe merchant onboarding portal or submit to the designated relationship manager.