Board Resolution Format for Posh Committee

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF [COMPANY FULL LEGAL NAME]

Document Control Reference: BR-POSH-[YYYY]-[SERIAL]
Effective Date: [Effective Date]
Version Control: Version 1.0 (Final / Enforceable)
Governing Jurisdiction: Republic of India / Compliance under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Companies Act, 2013

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STATUTORY & LEGAL COMPLIANCE NOTICE

IMPORTANT LEGAL NOTICE: This document constitutes a formal corporate board resolution drafted in strict accordance with Section 4 and Section 19 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (hereinafter, the "PoSH Act"), the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013 (the "PoSH Rules"), and relevant provisions of the Companies Act, 2013, including Section 179 and Section 134(3)(q) read with Rule 8(5)(x) of the Companies (Accounts) Rules, 2014.

Corporate entities operating in India or maintaining offices, branches, administrative units, or operational sites with ten (10) or more employees are statutorily mandated to constitute an Internal Committee ("IC") at every administrative office or unit. Non-compliance carries penal consequences under Section 26 of the PoSH Act, including corporate fines up to fifty thousand rupees (INR 50,000) for initial non-compliance, enhanced penalties for repeated violations, and prospective cancellation, withdrawal, or non-renewal of commercial licenses, registrations, or business approvals. Legal counsel must verify branch-specific employee thresholds and local district officer reporting protocols prior to formal corporate execution.

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CORPORATE DETAILS & MEETING PREAMBLE

• Company Name: [Company Full Legal Name]
• Corporate Identity Number (CIN): [Corporate Identity Number (CIN)]
• Registered Office Address: [Principal / Registered Office Address, City, State, Postal Code]
• Date of Board Meeting: [Date of Meeting]
• Time of Commencement: [Time, e.g., 10:00 AM IST]
• Time of Conclusion: [Time, e.g., 11:30 AM IST]
• Meeting Venue / Mode: [Venue Address or Held via Video Conferencing pursuant to Section 173(2) of the Companies Act, 2013]
• Chairman of the Meeting: [Director Full Legal Name]

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RECITALS & STATUTORY CONTEXT

WHEREAS, pursuant to the provisions of Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (the "Act") and the Rules framed thereunder, every employer of a workplace is legally obligated, by an order in writing, to constitute a committee to be known as the "Internal Committee" (hereinafter referred to as the "IC" or the "Internal Complaints Committee") at all administrative units or offices employing ten (10) or more employees;

WHEREAS, [Company Full Legal Name] (the "Company") is committed to creating, fostering, and sustaining a safe, secure, equitable, and professional work environment free from any form of sexual harassment, bias, hostility, intimidation, or exploitation, and adheres strictly to a zero-tolerance standard against prohibited conduct in the workplace or any context connected with employment;

WHEREAS, the Board of Directors of the Company (the "Board") deems it necessary, appropriate, and statutorily expedient to formally constitute (or reconstitute) the Internal Committee for its registered office, corporate headquarters, and, where applicable, establish sub-committees or designated nodal units across its branches, while codifying the operational authority, tenure, financial allocations, procedural mandate, and reporting systems governing the IC;

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS AS FOLLOWS:

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OPERATIVE BOARD RESOLUTIONS

1. CONSTITUTION AND ESTABLISHMENT OF THE INTERNAL COMMITTEE (IC)

RESOLVED THAT pursuant to the provisions of Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, read with Rule 3 and Rule 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013, and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modifications, amendments, or re-enactments thereof for the time being in force), an Internal Committee (hereinafter referred to as the "IC") be and is hereby constituted for the Company's workplace situated at [Principal / Registered Office Address, City, State, Postal Code] and all operational domains attached thereto, with effect from [Effective Date].

RESOLVED FURTHER THAT the IC so constituted shall comprise the following individuals who satisfy the statutory criteria governing qualification, independence, and composition under the Act, ensuring that not less than one-half (50%) of the total members so nominated are women:

1. Presiding Officer:

   • Name: [Presiding Officer Full Legal Name]
   • Designation: [Senior Designation within Company, e.g., Senior Vice President - Operations]
   • Employee ID: [Employee ID Number]
   • Gender: Female (Statutorily Mandated: Senior Level Woman Employee)

2. Internal Employee Member 1:

   • Name: [Member 1 Full Legal Name]
   • Designation: [Designation, e.g., Director - Human Resources]
   • Employee ID: [Employee ID Number]
   • Gender: [Male / Female / Other]
   • Statutory Qualification: Committed to the cause of women / legal or social experience

3. Internal Employee Member 2:

   • Name: [Member 2 Full Legal Name]
   • Designation: [Designation, e.g., Legal Counsel / Senior Manager]
   • Employee ID: [Employee ID Number]
   • Gender: Female
   • Statutory Qualification: Possesses legal knowledge / operational human resource experience

4. Internal Employee Member 3 (Alternate/Additional):

   • Name: [Member 3 Full Legal Name]
   • Designation: [Designation, e.g., Associate Director - Compliance]
   • Employee ID: [Employee ID Number]
   • Gender: Female
   • Statutory Qualification: Experience in corporate compliance and employee welfare

5. External Member:

   • Name: [External Member Full Legal Name]
   • Affiliation / Organization: [Name of Non-Governmental Organization / Association / Bar Council Registration]
   • Professional Identification: [NGO Registration Number / Advocate Enrollment Number / Professional ID]
   • Gender: [Male / Female / Other]
   • Statutory Qualification: Familiar with issues relating to sexual harassment / corporate labor law / social work

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2. TENURE, REMOVAL, AND FILLING OF CASUAL VACANCIES

RESOLVED FURTHER THAT each member of the IC, including the Presiding Officer and the External Member, shall hold office for a statutory period not exceeding three (3) consecutive years from the Effective Date of this resolution, expiring on [Expiration Date, exactly 3 years or less from Effective Date], unless disqualified, removed, or resigning earlier in accordance with statutory provisions.

RESOLVED FURTHER THAT any member of the IC shall be deemed removed and their position declared immediately vacant if the member:

• Contravenes the confidentiality provisions of Section 16 of the Act;
• Is convicted for an offence, or an inquiry into an offence under any law for the time being in force is pending against them;
• Is found guilty in any disciplinary proceedings, or a disciplinary proceeding is pending against them; or
• Has so abused their position as to render their continuance in office prejudicial to the public or corporate interest.

RESOLVED FURTHER THAT upon the occurrence of any vacancy resulting from resignation, death, disqualification, cessation of employment, or removal under Section 4(5) of the Act, such casual vacancy shall be filled within a period not exceeding thirty (30) days from the date of occurrence, via immediate nomination by the Board of Directors or an authorized Committee thereof, in strict compliance with the statutory composition requirements of the Act.

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3. QUORUM, SITTING FEES, REIMBURSEMENTS, AND FINANCIAL ALLOCATION

RESOLVED FURTHER THAT the quorum for any formal meeting, preliminary hearing, or formal inquiry conducted by the IC shall be a minimum of three (3) members, which must at all times include the Presiding Officer and at least one woman member, provided that the presence of the External Member shall be mandatorily required for all substantive inquiry proceedings and determinations.

RESOLVED FURTHER THAT pursuant to Rule 3 of the PoSH Rules, the External Member shall be entitled to receive a sitting fee of [Amount in INR, e.g., INR 5,000 to INR 15,000] per day of proceedings or inquiry sittings conducted by the IC, along with full reimbursement of actual, verified expenses incurred towards travel, boarding, lodging, and local transit.

RESOLVED FURTHER THAT the Chief Financial Officer (CFO) or the Head of Finance of the Company be and is hereby authorized to disburse the requisite honorarium, sitting fees, independent external advisory costs, forensic audit fees, and incident-related operational expenses incurred by the IC in the diligent performance of its functions, upon presentation of verified expense statements endorsed by the Presiding Officer.

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4. ADOPTION OF POWERS, DUTIES, AND INQUIRY PROTOCOLS

RESOLVED FURTHER THAT the IC be and is hereby vested with all statutory powers and authorities conferred under Section 11 of the Act, including the civil judicial powers of a Civil Court under the Code of Civil Procedure, 1908 (5 of 1908), specifically:

• Summoning and enforcing the attendance of any individual and examining them under oath;
• Requiring the discovery and production of physical, digital, forensic, telephonic, electronic, and documentary evidence; and
• Any other procedural matter as may be statutorily prescribed from time to time.

RESOLVED FURTHER THAT the IC shall complete any inquiry into a formal complaint strictly within the timeline of ninety (90) days from the receipt of the written complaint, and shall submit its finalized inquiry report, along with formal recommendations and proposed corrective actions, to the Board of Directors / Disciplinary Authority of the Company within ten (10) days from the completion of the inquiry, pursuant to Section 13 of the Act.

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5. CONFIDENTIALITY MANDATE AND PENAL NOTICES

RESOLVED FURTHER THAT all proceedings, identities, complaints, witness testimonies, inquiry reports, deliberations, minutes, and recommendations of the IC shall be held in the strictest confidence, in strict adherence to Section 16 of the Act.

RESOLVED FURTHER THAT any corporate officer, IC member, complainant, respondent, witness, or administrative support personnel who publishes, communicates, leaks, or discloses any details of the inquiry proceedings, identity of the parties, or contents of the complaint to any third party or public medium (including digital, print, and social media platforms) shall be subject to immediate disciplinary termination and punitive administrative penalties under Section 17 of the Act, alongside independent civil or criminal remedies initiated by the Company.

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6. ANNUAL REPORTING, DIRECTOR’S REPORT DISCLOSURES, AND STATUTORY FILINGS

RESOLVED FURTHER THAT pursuant to Section 21 of the Act and Rule 14 of the PoSH Rules, the IC shall prepare and submit an Annual Report in each calendar year to the Company and to the designated District Officer / Competent Administrative Authority of the relevant municipal or state jurisdiction, accurately detailing:

• The total number of complaints of sexual harassment received during the operational calendar year;
• The total number of complaints disposed of during the operational calendar year;
• The total number of cases pending resolution for more than ninety (90) days;
• The total number of workshops, awareness sessions, and orientations carried out for employees and members of the IC; and
• The nature of actions taken by the employer or Company management.

RESOLVED FURTHER THAT pursuant to Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5)(x) of the Companies (Accounts) Rules, 2014, the Board of Directors shall incorporate a mandatory corporate compliance statement in its annual Director's Report, affirming that the Company has fully complied with provisions relating to the constitution of the Internal Committee under the Act and stating the exact quantitative complaints metrics for the applicable financial year.

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7. AUTHORIZATION FOR WORKPLACE SENSITIZATION, NOTICES, AND ADMINISTRATIVE SUPPORT

RESOLVED FURTHER THAT the Managing Director, the Chief Executive Officer, or the Head of Human Resources of the Company be and are hereby severally authorized to:

• Display prominent, bilingual/multilingual statutory notices at conspicuous places within all workplaces and facilities of the Company, detailing the corporate anti-harassment policy, the penal consequences of sexual harassment, and the full names, designations, and contact coordinates of the Presiding Officer and IC members;
• Organize mandatory, recurring capacity-building workshops and orientation programs for all IC members at corporate expense; and
• Organize structured, mandatory employee sensitization programs at regular intervals throughout the year to ensure a zero-tolerance culture across all corporate hierarchies.

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8. GENERAL OMNIBUS AUTHORIZATION

RESOLVED FURTHER THAT [Director 1 Full Legal Name], Director (DIN: [Director Identification Number 1]), [Director 2 Full Legal Name], Director (DIN: [Director Identification Number 2]), and [Company Secretary / Compliance Officer Full Legal Name], Company Secretary, be and are hereby severally authorized to take all necessary, proper, and expedient steps to give operational and legal effect to this resolution, including:

• Executing, signing, authenticating, and issuing appointment letters to the Presiding Officer, internal employee members, and the External Member;
• Finalizing, entering into, and executing formal retention, consultancy, and non-disclosure agreements with the External Member;
• Furnishing certified true copies of this resolution under the Common Seal of the Company (if applicable) or under corporate signature to banks, government regulators, statutory inspectors, labor commissioners, district officers, auditor panels, and judicial bodies; and
• Performing all such acts, deeds, and filings as may be legally required or commercially incident to the implementation of the statutory mandates set forth herein.

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CORPORATE CERTIFICATION & ATTESTATION

CERTIFIED TRUE COPY FOR AND ON BEHALF OF:
[COMPANY FULL LEGAL NAME]

                  [AFFIX CORPORATE COMMON SEAL HERE, IF APPLICABLE]

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FORMAL SIGNATURE BLOCKS

FOR [COMPANY FULL LEGAL NAME]:

Signature: _____________________________________
Printed Name: [Director 1 Full Legal Name]
Title: Managing Director / Whole-Time Director
Director Identification Number (DIN): [Director Identification Number 1]
Company: [Company Full Legal Name]
Date: [Date]

<br>

Signature: _____________________________________
Printed Name: [Director 2 Full Legal Name / Company Secretary Full Legal Name]
Title: Director / Company Secretary (FCS/ACS No.: [Membership Number])
Company: [Company Full Legal Name]
Date: [Date]

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ACKNOWLEDGMENT & ACCEPTANCE BY PRESIDING OFFICER

I, [Presiding Officer Full Legal Name], hereby formally accept my nomination and appointment as the Presiding Officer of the Internal Committee of [Company Full Legal Name] pursuant to the above-certified Board Resolution. I affirm that I satisfy all qualification parameters outlined under Section 4(2)(a) of the PoSH Act, and commit to discharging my statutory obligations with independence, impartiality, and strict fidelity to confidentiality.

Signature: _____________________________________
Printed Name: [Presiding Officer Full Legal Name]
Designation: [Senior Designation within Company]
Employee ID: [Employee ID Number]
Date: [Date]

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ACKNOWLEDGMENT & ACCEPTANCE BY EXTERNAL MEMBER

I, [External Member Full Legal Name], hereby formally accept my nomination and appointment as the External Member of the Internal Committee of [Company Full Legal Name] pursuant to the above-certified Board Resolution. I affirm that I satisfy the statutory prerequisites set forth under Section 4(2)(c) of the PoSH Act and Rule 4 of the PoSH Rules. I confirm that no conflict of interest exists between my professional obligations and my appointment to the IC, and I undertake to adhere strictly to Section 16 of the PoSH Act regarding confidentiality.

Signature: _____________________________________
Printed Name: [External Member Full Legal Name]
Professional Role / Association: [Name of NGO / Law Practice / Independent Advisory]
Date: [Date]

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STEP-BY-STEP EXECUTION & REGULATORY FILING GUIDE

Phase 1: Customization and Verification

1. Field Population: Open this document within a secure document editor (Microsoft Word / Google Docs). Replace all bracketed metadata tokens (e.g., [Company Full Legal Name], [Corporate Identity Number (CIN)], [Effective Date], [Director Identification Number], [Amount in INR]) with verified statutory information matching Ministry of Corporate Affairs (MCA) records.
2. Composition Audit: Review the proposed IC slate to ensure legal compliance:
   • Rule of 50%: Calculate the total members. Exactly half or more must be women.
   • Seniority of Presiding Officer: Confirm the Presiding Officer is a woman employed at a senior level. If a senior woman employee is unavailable at that office, confirm she is drawn from other offices, administrative units, or group companies pursuant to the proviso to Section 4(2)(a).
   • External Credibility: Verify the External Member has verified credentials in social work, law, or gender harassment advocacy, and obtain a signed declaration of independence and absence of conflict of interest.

Phase 2: Board Approval Mechanics

1. Meeting vs. Circular Resolution:
   • At a Meeting: Table this resolution as an agenda item during a scheduled meeting of the Board of Directors. Ensure proper advance notice (not less than 7 days) and quorum under Section 173 and Section 174 of the Companies Act, 2013.
   • Via Circular Resolution: If urgent, circulate the draft resolution via postal delivery, hand delivery, or electronic transmission (email) under Section 175 of the Companies Act, 2013, securing the written approval of the majority of directors entitled to vote.
2. Corporate Minutes Book: Transcribe or paste the exact certified resolution text into the official Board Minutes Book of the Company within thirty (30) days from the conclusion of the meeting, signed and dated by the Chairman.

Phase 3: Formal Execution and Appointment Issuance

1. Execution Methods:
   • Wet-Ink Protocol: Print execution copies on corporate letterhead. The Directors must sign in ink, and the corporate Common Seal (if retained by the Company under its Articles) must be impressed in accordance with the Articles of Association.
   • Digital Execution: Corporate signatures can be appended using secure, verifiable Electronic Digital Signature Certificates (Class 3 DSC under the Information Technology Act, 2000) or via platforms such as DocuSign or Adobe Sign, ensuring a complete, audit-trailed certificate of completion.
2. Appointment Letters & Service Contracts: Issue formal corporate appointment letters attaching this resolution to the Presiding Officer and internal members. Execute a formal professional services contract and non-disclosure agreement with the External Member incorporating the agreed sitting fees.

Phase 4: Physical Workplace Display and Statutory Dissemination

1. Conspicuous Workplace Notices: Under Section 19(b) of the PoSH Act, management must formulate and post physical notice boards in prominent areas across every office floor, cafeteria, and reception area displaying:
   • The explicit Anti-Sexual Harassment Policy of the Company;
   • The composition of the Internal Committee, listing names, designations, phone extensions, and direct email contacts (e.g., posh@company.com); and
   • Penal consequences and disciplinary actions resulting from violations.
2. Digital Intranet Publishing: Publish the notice, committee roster, and internal policy across all internal corporate employee intranets, human resource information systems (HRIS), and digital employee handbooks.

Phase 5: Annual Regulatory Compliance & Document Retention

1. District Officer Annual Return: By January 31st of each calendar year (or the specific local administrative deadline set by local district authorities), prepare and deliver the physical/digital annual return reporting complaints metrics to the relevant jurisdictional District Officer / Deputy Commissioner.
2. MCA Disclosures: Provide the finalized quantitative metrics to the statutory corporate auditors for inclusion in the Company’s annual financial statements and Board of Directors' Report under Section 134 of the Companies Act, 2013.
3. Record Retention: Retain all original signed board resolutions, meeting minutes, appointment letters, external member contracts, training logs, and inquiry records in the permanent corporate compliance file at the Registered Office for an indefinite period, subject to a minimum mandatory corporate retention threshold of not less than eight (8) operational financial years.