Availing a term loan — Board Resolution Format
Availing a term loan is passed by the Board of Directors under Section 179(3)(d), Companies Act, 2013 — this tool drafts the resolution, a certified true copy ready for the lending bank or NBFC, and the meeting notice, pre-filled for this exact resolution.
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Availing a term loan
Section 179(3)(d), Companies Act, 2013
- · If borrowings (together with existing borrowings) exceed the aggregate of paid-up capital, free reserves and securities premium, shareholder approval by special resolution is separately required under Section 180(1)(c).
- · Quorum under Section 174 applies.
Certification (for the Certified True Copy)
Defaults to today — a CTC is often certified well after the meeting.
Notice of meeting
Live preview — Certified True Copy
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- Company name
- CIN
- Registered office
- Registered office city
- At least one director with a DIN
- Meeting date
- Notice date
- Date of certification
- Signing director's DIN
- Availing a term loan: Lender/bank name
- Availing a term loan: Loan amount
- Availing a term loan: Sanction letter date
- Availing a term loan: Director authorised to execute documents
[COMPANY NAME] CIN: [CIN] Registered Office: [Registered Office] ────────────────────────────────────────────────────────────────────── CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF [COMPANY NAME] HELD ON [Date] AT 11:00 A.M. AT ITS REGISTERED OFFICE AT [Registered Office] Item No. 1: Availing a term loan "RESOLVED THAT the consent of the Board be and is hereby accorded to avail a term loan of [Loan amount] from [Lender/bank name] (hereinafter referred to as "the Lender") on the terms and conditions contained in the sanction letter dated [Sanction letter date], and that the Company do borrow the said sum in addition to any other borrowings of the Company. RESOLVED FURTHER THAT [Director authorised to execute documents], be and is hereby severally authorised to negotiate, finalise and execute the loan agreement, sanction letter, demand promissory note, and all other documents, deeds and writings as may be required by the Lender in connection with the said loan, including any security documents, and to do all such acts as may be necessary to give effect to this resolution. RESOLVED FURTHER THAT a certified true copy of this resolution be furnished to the Lender, and that the Lender be entitled to act upon the same until written notice of its modification or revocation is received by the Lender in the ordinary course." CERTIFIED TRUE COPY For [Company Name] _______________________ Director of the Company DIN: [DIN missing] Date: 28 July 2026 Place: [City]
What this resolution covers
Availing a term loan is used to borrow a term loan and authorise execution of loan documents. It is passed under Section 179(3)(d), Companies Act, 2013, at a board of directors meeting where quorum is one-third of the total strength of the Board or two directors, whichever is higher, under Section 174 of the Companies Act, 2013. The operative wording follows the standard "RESOLVED THAT... RESOLVED FURTHER THAT..." structure used across Indian corporate practice, naming the specific party, amount or person the resolution authorises, so it reads as a genuine minute rather than a generic template when placed before the board.
If borrowings (together with existing borrowings) exceed the aggregate of paid-up capital, free reserves and securities premium, shareholder approval by special resolution is separately required under Section 180(1)(c). Quorum under Section 174 applies.
MGT-14 filing and shareholder approval
Because this is a routine matter under Section 179(3), a private company does not need to file this resolution with the ROC in Form MGT-14 — the 5 June 2015 exemption notification covers it. Public companies and companies without the benefit of that exemption should confirm the position with their Company Secretary before assuming no filing is required.
Certified true copy for availing a term loan
The lending bank or NBFC will almost always ask for a certified true copy of this resolution rather than the plain minutes extract — a director or the Company Secretary reviews the copy against the minute book and certifies it, on the company's letterhead, with their name, designation and DIN (or Membership Number and Certificate of Practice number for a CS). This tool generates that certified copy directly from the same resolution text, with a signature block that adapts automatically to whichever signatory type you choose, an optional common seal line, and a "furnished to" clause naming the recipient.
Selecting availing a term loan in the generator produces all three documents from one form — the board resolution (minutes extract), the certified true copy, and a Section 173 notice of meeting with the agenda already filled in — so nothing needs to be retyped across the three.
Frequently asked questions
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Why this matters
A resolution on its own is an internal minute — a bank, the ROC, or a counterparty wants the certified true copy. Getting both right, every time, is what turns a compliance conversation into an engagement.
Related tools
Drafting resolutions for many companies? PracticeFlow keeps every company's records and deadlines in one place — so this draft is never the last document you need for a client.
See PracticeFlow for CS FirmsThis is a draft template. Review against your Articles of Association and the Companies Act, 2013 before use — not legal advice.