Board Resolution Format for Nesl Registration

INSTITUTIONAL CORPORATE RESOLUTION & CONTRACT OPERATIONS FRAMEWORK

BOARD OF DIRECTORS RESOLUTION FOR NEWE-GOVERNANCE & NESL DIGITAL DOCUMENT EXECUTION REGISTRATION

Document ID: CORP-RES-NESL-2026-V1
Effective Date: [Effective Date]
Version: 1.0 (Comprehensive Institutional Master)
Governing Jurisdiction: [Jurisdiction - e.g., Republic of India / State of Delaware]

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STATUTORY & LEGAL COMPLIANCE NOTICE

This institutional template constitutes an exhaustive corporate governance instrument and operational contract framework designed to authorize entity registration, onboarding, and digital debt/document repository services with National E-Governance Services Limited (NeSL) or equivalent Information Utility (IU) frameworks. Legal counsel and corporate secretaries must verify that all bracketed variables strictly align with the entity's Articles of Association, Bylaws, Memorandum of Association, and applicable national corporate statutes (e.g., the Companies Act, 2013, and Insolvency and Bankruptcy Code, 2016). This document carries binding legal effect upon execution by authorized corporate officers.

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PARTIES & RECITALS

THIS BOARD RESOLUTION AND OPERATIONAL FRAMEWORK is adopted by the Board of Directors of [Company Full Legal Name], a [Corporation / Limited Liability Company / Private Limited Company] duly organized, validly existing, and in good standing under the laws of the jurisdiction of [Jurisdiction], having its principal executive office and registered place of business located at [Principal Address] (hereinafter referred to as the "Company"), as of [Effective Date].

WHEREAS, the Company engages in commercial, financial, and contractual operations that necessitate secure, legally admissible electronic document execution, timestamping, authentication, and statutory repository services for financial information and debt records;

WHEREAS, National E-Governance Services Limited (NeSL), operating as a registered Information Utility under applicable statutory frameworks, offers digital execution, e-stamping, e-signing, and Repository of Assets/Debt Information services essential for institutional risk mitigation and dispute avoidance; and

WHEREAS, the Board of Directors has reviewed the operational, financial, and legal implications of registering the Company with NeSL and deems it to be in the best commercial and strategic interests of the Company and its stakeholders to authorize such registration and appoint authorized signatories.

NOW, THEREFORE, IT IS HEREBY RESOLVED: That the following corporate actions, delegations of authority, and operative terms are formally approved, adopted, and mandated by the Board of Directors of the Company.

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EXHAUSTIVE OPERATIVE CLAUSES & LEGAL TERMS

SECTION 1: APPROVAL OF NESL REGISTRATION AND REPOSITORY SERVICES

1.1 Authorization to Register: The Board of Directors hereby unconditionally approves and authorizes the registration of the Company on the platform and services provided by National E-Governance Services Limited (NeSL), including but not limited to the Information Utility (IU) services, Digital Document Execution (DDE) platform, e-stamping services, and secure electronic signature integration frameworks. 2. 1.2 Acceptance of Terms and Conditions: The Company is hereby authorized to execute all requisite service provider agreements, user onboarding forms, system integration protocols, and master service agreements required by NeSL, subject to review by legal counsel to ensure alignment with corporate risk tolerances.

SECTION 2: SCOPE OF SERVICES & INTEGRATION MANDATE

2.1 Scope of Engagement: The registration with NeSL shall encompass:

• (a) The electronic submission, authentication, and storage of financial information, loan agreements, guarantees, and transactional records as mandated by statutory compliance or commercial necessity.
• (b) The utilization of NeSL’s Digital Document Execution (DDE) infrastructure for the remote, legally compliant execution of contracts, instruments, and commercial agreements utilizing Aadhaar e-Sign, DSC (Digital Signature Certificates), or other approved cryptographic verification methods.
• (c) The procurement and utilization of electronic stamping (e-stamping) services integrated within the NeSL ecosystem.

2.2 Operational Integration: The designated officers of the Company are authorized to coordinate with NeSL technical teams to integrate internal enterprise resource planning (ERP) or contract lifecycle management (CLM) systems with the NeSL application programming interfaces (APIs), ensuring secure data transmission and compliance with data privacy regulations.

SECTION 3: COMPENSATION, FEES & FINANCIAL OBLIGATIONS

3.1 Fee Structure: The Company shall pay all registration fees, subscription charges, per-transaction execution fees, e-stamping duties, and API integration costs levied by NeSL in accordance with the standard commercial tariff schedule published by NeSL or negotiated under institutional enterprise pricing. 3.2 Invoicing and Payment Terms: NeSL or its authorized channel partners shall submit invoices to the Company’s finance department at [Principal Address] or via designated electronic billing channels. All undisputed invoices shall be due and payable within [Amount in USD / Local Currency - e.g., 30] calendar days from the date of receipt. 3.3 Late Payment Penalties: Any overdue amounts shall accrue interest at the rate of [Percentage - e.g., 1.5%] per month, or the maximum rate permitted by applicable law, calculated from the due date until the date of actual payment in full.

SECTION 4: TERM, ONBOARDING & TERMINATION

4.1 Effectiveness: This Resolution and the corresponding NeSL registration shall take effect immediately upon execution of this document and completion of the institutional onboarding verification protocol. 4.2 Termination for Convenience: The Company may terminate its optional services (excluding statutory information utility filing obligations mandated by law) with NeSL by providing [Number - e.g., 30] days prior written notice to NeSL, subject to the settlement of all outstanding financial obligations incurred up to the effective date of termination. 4.3 Termination for Breach: If either party commits a material breach of the operational terms governing the NeSL platform and fails to cure such breach within [Number - e.g., 15] days following receipt of written notice detailing the breach, the non-defaulting party may suspend or terminate services immediately.

SECTION 5: INTELLECTUAL PROPERTY & DATA SOVEREIGNTY

5.1 Proprietary Rights: All intellectual property rights, software algorithms, cryptographic keys, and platform infrastructure belonging to NeSL shall remain the exclusive property of NeSL. Nothing in this Resolution or subsequent registration agreements shall be construed as transferring ownership of NeSL’s proprietary technology to the Company. 5.2 Company Data Ownership: All transactional data, financial information, and executed documents uploaded, stored, or processed by the Company on the NeSL platform ("Company Data") shall remain the absolute property of the Company. NeSL is granted a limited, non-exclusive, revocable license to host, process, and transmit Company Data solely for the purpose of rendering the contracted repository and execution services. 5.3 Data Security and Privacy: The Company warrants that all data transmitted to NeSL complies with applicable data protection laws, including the Digital Personal Data Protection Act (DPDPA) or equivalent regional privacy frameworks.

SECTION 6: MUTUAL CONFIDENTIALITY & NON-DISCLOSURE

6.1 Confidential Information: The parties acknowledge that registration and operational integration with NeSL may involve the exchange of proprietary business information, financial records, technical architectures, and trade secrets (collectively, "Confidential Information"). 6.2 Obligation of Non-Disclosure: The receiving party shall hold all Confidential Information in strict confidence, utilizing the same degree of care it uses to protect its own proprietary information (but no less than reasonable care), and shall not disclose such information to any third party except to authorized personnel, legal counsel, and auditors who are bound by professional or contractual obligations of confidentiality.

SECTION 7: DESIGNATED AUTHORIZED SIGNATORIES

7.1 Delegation of Authority: The Board of Directors hereby designates and empowers the following corporate officers and representatives (each, an "Authorized Signatory") to individually or jointly execute all documents, applications, agreements, user credentials, and administrative forms required for the NeSL registration and ongoing management:

• Name: [Signatory 1 Full Name] | Title: [Signatory 1 Title - e.g., Chief Executive Officer] | Email: [Signatory 1 Email]
• Name: [Signatory 2 Full Name] | Title: [Signatory 2 Title - e.g., Chief Financial Officer / Company Secretary] | Email: [Signatory 2 Email]

7.2 Scope of Delegated Power: Each Authorized Signatory is explicitly empowered to:

• (a) Execute the NeSL Client Registration Form, Master Services Agreement, and associated schedules.
• (b) Perform KYC (Know Your Customer), entity verification, and digital signature authentication procedures on behalf of the Company.
• (c) Appoint secondary operational users, administrators, and system integrators authorized to access the NeSL portal.
• (d) Modify, amend, or terminate service configurations as required for ongoing business operations.

SECTION 8: REPRESENTATIONS AND WARRANTIES

8.1 Corporate Authority: The Company represents and warrants that it is duly incorporated, validly existing, and in good standing under the laws of its jurisdiction of incorporation, and has all requisite corporate power and authority to adopt this Resolution and enter into agreements with NeSL. 9. 8.2 Due Authorization: The adoption of this Resolution has been duly authorized by all necessary corporate governance procedures, and does not violate the Articles of Association, Bylaws, or any material agreement to which the Company is a party.

SECTION 9: LIMITATION OF LIABILITY & INDEMNIFICATION

9.1 Limitation of Liability: To the maximum extent permitted by applicable law, neither the Company nor NeSL shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages, including loss of profits or business interruption, arising out of or in connection with the platform services. 9.2 Corporate Indemnity: The Company agrees to indemnify, defend, and hold harmless NeSL, its directors, officers, and employees from and against any third-party claims, liabilities, losses, damages, or expenses (including reasonable outside legal fees) arising directly or indirectly from the Company's breach of statutory filing obligations, submission of fraudulent financial data, or unauthorized use of the NeSL platform.

SECTION 10: DISPUTE RESOLUTION & ARBITRATION

10.1 Amicable Negotiation: In the event of any dispute, controversy, or claim arising out of or relating to the NeSL registration, services, or this Resolution, the designated representatives of the Company and NeSL shall attempt in good faith to resolve such dispute through amicable commercial negotiations within [Number - e.g., 30] days of receipt of written notice. 10.2 Binding Arbitration: If the dispute remains unresolved following amicable negotiations, it shall be referred to and finally resolved by binding arbitration administered by [Arbitration Institution - e.g., the International Centre for Dispute Resolution / SIAC / Local Arbitration Center] in accordance with its commercial arbitration rules. The place of arbitration shall be [City, State / Country], and the proceedings shall be conducted in the English language.

SECTION 11: GOVERNING LAW & JURISDICTION

11.1 Governing Law: This Resolution, the operational integration, and all legal relations arising thereunder shall be governed by, construed, and enforced in accordance with the substantive laws of [Governing Jurisdiction - e.g., the Republic of India / State of Delaware], without regard to its conflict of laws principles. 11.2 Jurisdiction: Subject to the arbitration clause herein, the courts located in [City, State / Country] shall have exclusive jurisdiction to hear and determine any judicial proceedings pertaining to injunctive relief or the enforcement of an arbitral award.

SECTION 12: MISCELLANEOUS PROVISIONS

12.1 Severability: If any provision of this Resolution is held to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect. 12.2 Counterparts: This Resolution may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Execution may be effected via wet-ink signature, digital signature (e.g., DocuSign, Adobe Sign), or corporate seal. 12.3 Entire Agreement: This Resolution constitutes the entire corporate authorization and governance framework regarding the subject matter hereof, superseding all prior oral or written understandings, negotiations, and commitments between the Company's directors and management.

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EXECUTION & FORMAL SIGNATURE BLOCKS

IN WITNESS WHEREOF, the undersigned Directors and Corporate Officers have executed this Resolution, and the Corporate Secretary has certified the adoption of these resolutions as of the Effective Date first written above.

FOR [Company Full Legal Name]:

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role - e.g., Director / Chairman of the Board]
Company: [Company Full Legal Name]
Date: [Date]

FOR [Company Full Legal Name] (Attestation by Secretary):

Signature: _____________________________________
Printed Name: [Corporate Secretary Name]
Title: [Title / Role - e.g., Company Secretary / General Counsel]
Company: [Company Full Legal Name]
Date: [Date]

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STEP-BY-STEP EXECUTION & FILING GUIDE

1. Document Preparation (Word/Google Docs):

   • Open this document template in Microsoft Word or Google Docs.
   • Utilize the Find and Replace function to populate all bracketed fields (e.g., replace [Company Full Legal Name] with the exact legal entity name as registered with the corporate registry). Ensure all financial figures, addresses, and jurisdictional placeholders are completed accurately.

2. Verify Signatory Authority:

   • Cross-reference the designated signatories in Section 7 against the Company’s Articles of Association, Board Mandates, and current incumbency certificate to ensure legal capacity to bind the corporation.

3. Execution via Digital Signature or Wet-Ink:

   • Digital Execution: Upload the finalized document into an enterprise-grade digital signature platform (such as DocuSign or Adobe Sign) compliant with eIDAS, ESIGN Act, or equivalent local laws. Route the document to the Chairman, Directors, and Corporate Secretary for execution.
   • Physical Execution: Print two (2) original hard copies of the completed document. Have the designated officers execute the signature blocks in wet-ink in the presence of witnesses or a Notary Public if required by local corporate governance customs.

4. Filing with NeSL & Internal Record Retention:

   • Submit the executed Board Resolution, along with supporting KYC documents (Certificate of Incorporation, PAN/Tax ID, List of Directors, and Authorized Signatory ID proofs), directly through the NeSL digital onboarding portal.
   • Archive the executed original master resolution in the permanent Corporate Records Book, Minute Book, and Digital Legal Repository under folder category CORP-GOV-NESL-2026.