Board Resolution Format for Hdfc Bank

INSTITUTIONAL CORPORATE RESOLUTION & BANKING MANDATE

Document ID: HDFC-RES-2023-V1.0
Effective Date: [Effective Date]
Governing Jurisdiction: Republic of India / State of Maharashtra ([Insert State/Jurisdiction if applicable])
Target Financial Institution: HDFC Bank Limited

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1. STATUTORY & LEGAL COMPLIANCE NOTICE

This instrument is a legal template drafted for institutional compliance under the Companies Act, 2013 (and corresponding rules thereunder) and standard operating requirements of HDFC Bank Limited. This document requires formal customization, validation by company secretarial personnel, and execution in accordance with the Articles of Association (AoA) and Memorandum of Association (MoA) of the entity. Failure to accurately complete bracketed fields or secure proper quorum at the meeting of the Board of Directors may render this resolution voidable or legally unenforceable by the financial institution.

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2. PARTIES & RECITALS

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF [Company Full Legal Name] HELD ON [Date of Meeting] AT THE REGISTERED OFFICE OF THE COMPANY AT [Registered Office Address]

Recitals:

WHEREAS, [Company Full Legal Name], having its Corporate Identification Number (CIN) as [Insert CIN] and registered office at [Principal Address] (hereinafter referred to as the "Company"), maintains banking relationships and financial facilities with HDFC Bank Limited, a banking company incorporated under the Companies Act, 1956, and having its registered office at HDFC Bank House, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013 (hereinafter referred to as the "Bank");

WHEREAS, the Board of Directors deems it expedient, necessary, and in the commercial interest of the Company to open, operate, modify, and manage current accounts, cash credit facilities, overdraft facilities, term loans, foreign exchange facilities, and other credit or depository services with the Bank;

NOW, THEREFORE, BE IT RESOLVED, that the following resolutions are hereby duly considered, approved, and adopted by the Board of Directors of the Company.

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3. EXHAUSTIVE OPERATIVE CLAUSES & LEGAL TERMS

1. Opening and Operation of Bank Accounts

1.1 THAT a banking account or accounts (including Current Accounts, Savings Accounts, Cash Credit, Overdraft, Escrow, and Foreign Currency Accounts) be opened and maintained in the name of the Company with HDFC Bank Limited at its [Insert Branch Name and Address] branch (hereinafter referred to as the "Branch").

1.2 THAT the Bank be and is hereby authorized to honor, accept, and act upon all cheques, promissory notes, drafts, bills of exchange, electronic fund transfers (NEFT, RTGS, IMPS), and other orders and instructions drawn, signed, accepted, or made on behalf of the Company by the designated signatories set forth herein, regardless of whether any such account is in credit or is overdrawn, or may become overdrawn in consequence of such operations.

2. Designated Authorized Signatories & Operational Mandates

2.1 THAT the following Directors, Officers, or Authorized Personnel of the Company (collectively, the "Authorized Signatories") be and are hereby severally/jointly authorized to sign, execute, and deliver all necessary documents, applications, forms, letters, and instructions required by the Bank for the operation of the said accounts:

• Name: [Signatory 1 Full Legal Name] | Designation: [Signatory 1 Title] | Mode of Operation: [Jointly / Severally]
• Name: [Signatory 2 Full Legal Name] | Designation: [Signatory 2 Title] | Mode of Operation: [Jointly / Severally]

2.2 THAT the Bank be furnished with a list of the names and specimen signatures of the said Authorized Signatories, and the Bank shall be entitled to act upon such specimen signatures until receipt of a formal written notice from the Company of any change therein, accompanied by a duly certified resolution of the Board of Directors.

3. Availment of Credit Facilities, Loans, and Financial Accommodations

3.1 THAT the Company be and is hereby authorized to borrow, raise, or secure money from time to time from the Bank by way of cash credit, overdraft, term loans, working capital demand loans, bill discounting, letter of credit, bank guarantees, foreign exchange forward contracts, and other credit facilities up to a cumulative limit not exceeding [Amount in USD or INR] ([Written Amount in Words]).

3.2 THAT any of the Authorized Signatories be and are hereby severally/jointly authorized to negotiate, finalize, and execute on behalf of the Company all loan agreements, demand promissory notes, hypothecation deeds, pledge agreements, mortgage deeds, letters of undertaking, indemnity bonds, and any other security documents required by the Bank for the creation, perfection, and registration of charges over the assets of the Company.

4. Digital Banking, Electronic Channels, and Treasury Mandates

4.1 THAT the Company hereby registers for, accepts, and agrees to be bound by the terms and conditions of the Bank’s digital corporate banking platforms, including NetBanking, HDFC NetBanking Corporate (HNB Corporate), InstaBIZ, API banking integrations, and automated clearing house (ACH) mandates.

4.2 THAT the Authorized Signatories are empowered to designate system administrators, transaction makers, and transaction checkers for the execution of digital banking transactions, and the Company shall assume absolute legal liability for all transactions initiated through such credentials, holding the Bank harmless against any unauthorized access resulting from the Company's failure to maintain credential security.

5. Modification, Termination, and Binding Effect

5.1 THAT this resolution shall remain in full force and effect until written notice of its modification, amendment, or revocation, executed under the common seal of the Company and signed by the Managing Director or Company Secretary, is officially delivered to the Branch Manager of HDFC Bank Limited.

5.2 THAT a copy of this resolution, certified as a True Copy by the Company Secretary or a Director, be forwarded to the Bank, and the Bank may conclusively rely upon the same as authentic and legally binding upon the Company until receipt of written notice to the contrary.

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4. CERTIFICATION & ATTESTATION

I, [Company Secretary/Director Name], [Designation: Company Secretary / Director] of [Company Full Legal Name], do hereby certify that the foregoing is a true and correct copy of the resolution passed by the Board of Directors of the Company at a duly convened, constituted, and quorate meeting held on [Date of Meeting], and that the said resolution has been duly recorded in the official minute book of the Company and remains in full force and effect as of the date hereof.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the Company on this [Day] day of [Month], [Year].

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5. EXECUTION & FORMAL SIGNATURE BLOCKS

FOR [COMPANY FULL LEGAL NAME]:

Signature: _____________________________________
Printed Name: [Authorized Signatory Name 1]
Title: [Director / Managing Director]
Company: [Company Full Legal Name]
Date: [Date]

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Signature: _____________________________________
Printed Name: [Authorized Signatory Name 2 / Company Secretary]
Title: [Company Secretary / Director]
Company: [Company Full Legal Name]
Date: [Date]

(AFFIX COMPANY COMMON SEAL HERE)

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6. STEP-BY-STEP EXECUTION & FILING GUIDE

Step 1: Document Customization

Open this template in Microsoft Word or Google Docs. Locate all bracketed fields (e.g., [Company Full Legal Name], [Amount in USD/INR], [Date of Meeting]) and replace them with the exact corporate data matching your corporate records, certificate of incorporation, and HDFC Bank account application forms. Ensure numerical amounts match the limits approved in prior board minutes or shareholder authorizations (if required under Section 179(3)(c) or (d) of the Companies Act, 2013).

Step 2: Verification of Corporate Authority & Quorum

Verify that the meeting of the Board of Directors was convened with proper statutory notice, that a valid quorum was present throughout the meeting, and that the text of this resolution corresponds precisely to the items listed in the agenda circulated to the directors.

Step 3: Execution and Sealing

The document must be signed by the designated officers (typically a Director and the Company Secretary, or two Directors) in accordance with the Company’s Articles of Association. Affix the physical Common Seal of the company in the designated area if mandated by the company's internal governance rules or HDFC Bank’s account opening checklist.

Step 4: Digital Signature or Physical Submission

• Physical Execution: Print the finalized resolution on company letterhead, secure wet-ink signatures, apply the company seal, and deliver the physical document to the home branch of HDFC Bank Limited along with the Bank’s standard Account Opening Form (AOF) or Facility Agreement.
• Digital Execution: If executing via e-signing platforms (such as DocuSign, Adobe Sign, or Indian platforms like DigiLocker/NSDL e-Sign), ensure the digital certificates of the signatories are valid and legally compliant with the Information Technology Act, 2000.

Step 5: Record Retention

File the executed original resolution in the Company’s Statutory Minute Book and retain a digital copy within the corporate compliance management system for audit, tax, and regulatory reviews.