Draft Board Resolution for Issue of Commercial Paper

What is Commercial Paper (CP)? : Commercial Paper (CP) is an unsecured money market instrument issued in the form of a promissory note.

Who can issue CP? : Corporates, primary dealers (PDs) and the All-India Financial Institutions (FIs) are eligible to issue CP.

Who can invest in CP? : Individuals, banking companies, other corporate bodies (registered or incorporated in India) and unincorporated bodies, Non-Resident Indians (NRIs) and Foreign Institutional Investors (FIIs) etc. can invest in CPs. However, investment by FIIs would be within the limits set for them by Securities and Exchange Board of India (SEBI) from time-to-time.

Specimen Board Resolution for Issue of Commercial Paper

❝RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013, including any modifications or re-enactments thereof, read with Article ..... of the Articles of Association of the company, the company do issue and float in the market Commercial Paper in the form of Usance Promissory Notes (UPNs) or such other form as may be customary in the money market, upto an amount not exceeding Rs. ........................... (Rupees ................................... only) with a rate of discount as may be prevalent in the money market, in the best interest of the company.

RESOLVED FURTHER THAT the Common Seal of the Company be affixed to the Usance Promissory Notes (UPNs) and any other document or paper as may be necessary in this connection, in the presence of ...................(Name), Managing Director and ...................(Name), Company Secretary who do sign the same in token thereof and that ...................(Name), Chief Financial Officer do countersign the same as the Authorised Signatory.

RESOLVED FURTHER THAT ...................(Name), Managing Director and ...................(Name), Company Secretary, be and are hereby authorized to execute all required documents and do all such acts, deeds and things as may be necessary in relation to completion of all formalities for the purpose of giving effect to this resolution.

RESOLVED FURTHER THAT a certified true copy of the resolution be provided to such authorities or any other parties as and when necessary, under the signature of ...................(Name), Company Secretary.❞

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Relevant Resolution:

(1) Special Resolution for Issue of Commercial Paper Format

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Imp. Note: Please refer the latest provisions of the Act and rules thereunder, and any other applicable provisions before finalising the resolution. The above mentioned resolutions are only specimen copy of resolutions for reference purpose only.