Sample Board Resolution

Annexure I.
9
Specimen Of Board Resolution for Corporate Internet Banking, Corporate Care
Services and/ or Debit Cards for companies
(Required to be submitted giving mode of operation and limits if TRANSACTION ACCESS is
requested).
Extracts of the minutes of the meeting of the Board of Directors of

____________________________________________________________________________ held at
________________________________ Dated ______________________.
1.Resolved that the company do avail the Corporate Internet Banking services &
Corporate Care Services, Debit / ATM card (choose whichever is applicable) for the accounts
having CUSTID _____________ and/or Account Number_____________ opened with ICICI Bank
________________ Branch and the company do accept such terms, regulations, conditions,
stipulations laid down by ICICI Bank for the purpose.
2.Resolved that the said Mr. ____________________ and Mr. ___________________ be and are
hereby authorized severally / jointly may avail the financial, monetary and any other products
and services offered by ICICI Bank through its Website, Corporate Internet Banking and/or the
Corporate Care Services (Phone Banking Channels) (choose whichever is applicable) on
behalf of the Company, and do all such acts, deeds and things necessary, and to execute all
such documents as are necessary, in connection therewith, and to operate the said account in
the name of the Company, using the aforesaid facilities, and to accept and adhere to all the
terms and conditions contained in the application form and on the Website www.icicibank.com
and comply with all other formalities as prescribed by ICICI Bank in this regard and agree to
such changes and modifications in the said terms and conditions as may be suggested by
ICICI Bank from time to time and to execute such deeds, documents and other writings as
may be necessary or required for this purpose.
3.Resolved that the aforesaid terms and conditions be and are hereby approved and
accepted and the authorized officials be and are hereby severally / jointly authorized to
accept such modifications therein as may be suggested by ICICI Bank Group.
4.Resolved further that the above authorized officials namely, Shri _________________, Shri
__________________and Shri ________________ and/or any of the officials nominated singly /
jointly by the aforesaid authorized officials are also authorized to operate on behalf of the
company through Corporate Internet Banking and Corporate Phone banking service on
the companys accounts including by causing a debit balance in companys account(s) with
ICICI Bank and/or continually operate the account(s) even when overdrawn, as per the access
specifications authorized in the Channel Registration Form.
Specific Clause for Corporate Internet Banking 5, 6
5.Names of the Authorized Officials with transaction limits (Corporate Internet Banking)
Name of the
users
Limit (Rs.)
From
To be approved by
(approvers should be a user
in CIB)
To
6.Further, the above mentioned authorized officials be and are hereby authorized to receive
the login id and passwords, as may be sent by ICICI Bank, for accessing information and/or
entering into transactions on the Corporate Internet Banking and are authorized to convey to
ICICI Bank acceptance on behalf of the Company of any transactions as well as to enter into
transactions on behalf of the Company through Corporate Internet Banking.
Corporate care services ( Specific Clause for 7,8,9,10)
7.Resolved further that the above authorized officials namely, Shri _________________, Shri
__________________and Shri ________________ and/or any of the officials nominated singly/ jointly
by the aforesaid authorized officials are also authorized to operate on behalf of the company
through Corporate Care Services service on the companys accounts including by giving
instructions for effecting fund transfer and/ or causing a debit balance in companys
account(s) with ICICI Bank and/or continually operate the account(s) even when overdrawn,
as per the access specifications authorized in the Channel Registration Form.
8.Names of the Authorized Officials with transaction limits (Corporate Care Services)
Sr. No.
Name of Users
Limits
9.Further, the above mentioned authorized officials be and are hereby authorized to receive
the Log in id and Password for entering into transactions through the phone banking medium
and are authorized to convey to ICICI Bank acceptance on behalf of the Company of any
transactions as well as to enter into transactions on behalf of the Company through the phone
banking medium.
10.And that ICICI Bank be and are hereby authorized to accept all valid and legal instructions
through the Website and Corporate Care Services (Phone Banking channel and E mail) from
any one of the above signatories in respect of Company's account/s as per the mode of
operation suggested above.
Debit Card (Specific clauses 11, 12, 13, 14 ,15,16,17)
11.Resolved that Debit/ ATM Cards be issued, linked to our current account being opened
with ICICI Bank Limited (ICICI Bank), to such persons as specified below for purposes of
transactions at ATMs, Point of Sale (POS) and such other places where a terminal/ devise
for the use/ access of the Cards are placed.
Sr. No.
Name of Users
12.And that ICICI Bank has been instructed to honour all Transactions entered into on
behalf of the Company by the authorized users on such terms and conditions as govern
the Debit /ATM Card facility from time to time and the Transactions entered into by the
authorized users shall be sufficient authority to bind the Company and further to
deduct our account with all the amounts for the Transactions.
13.And that such number of Debit/ATM Cards shall be issued by ICICI Bank to the
Company as may be agreed to by ICICI Bank from time to time. Each Debit/ATM Card
issued to the Company shall have a Password allotted to it by ICICI Bank. The limit on
withdrawals per Debit/ATM Card per day will be as specified by ICICI Bank from time to
time.
14.And that the Company hereby authorizes ICICI Bank to mail/ courier the Debit /ATM
Card(s) to the attention of the person(s) who applies for the Debit/ ATM Card facility,
and the Password to the address of the Company as registered with ICICI Bank.
15.And that the Company acknowledges and agrees that inadequate protection of the
Debit / ATM Card(s) or any disclosure of the confidentiality of the Password is entirely
at the Companys risk, and all transactions conducted with use of the Password shall be
to the sole liability of the Company, and the Company shall not hold ICICI Bank liable
for any unauthorized or fraudulent transactions done with the Debit /ATM Cards allotted
to the Company. It shall be the Companys responsibility to distribute the Debit /ATM
Cards and the Password to its authorized users, as mentioned above, and to maintain
without any reference to ICICI Bank, its own records of the people who have been given
Debit/ATM Cards from time to time.
16.And that the company do accept the terms and conditions for the Debit/ATM Card
facility or any other terms and conditions as may be notified by ICICI Bank in
connection with the provision of Debit/ATM card facility.
17. Resolved further that the Users of Debit/ATM Card above named are authorized to
avail all the facilities offered by ICICI Bank from time to time that are accessible
through Debit/ ATM Card and use and conduct transactions by such Debit/ ATM Card
and shall be treated as authorized signatories for all the activities and transactions
performed by the use of Debit/ ATM Card. Notwithstanding anything to the contrary
stated elsewhere in this resolution or in any other documents submitted to ICICI Bank,
each User of Debit/ ATM Card are authorized to perform all the activities and
transactions available under the Debit/ ATM Card either at present or any time in
future, singly and independently, unless revoked by another Board Resolution and
notified to ICICI Bank with a certified copy.
18. And that the Rubber Seal/Common Seal of the Company be affixed to the
application form for the aforesaid opening of account and availing products and
services in the presence of the said Mr. ______________and Mr.
________________
jointly/severally (strike off which is not applicable) who shall sign the same in
token thereof and Mr. ___________________ Secretary / authorized person who shall sign /
countersign the same in token thereof.
19.The Company does agree to hold ICICI Bank harmless and their interestprotected on
account
of it executing such instructions by the above signatories in the manner
provided.
20.And that this resolution be communicated to ICICI Bank and shall remain in force
until notice in writing of its withdrawal, or cancellation is given to ICICI Bank by the
Company and accepted by ICICI Bank.
21.Certified that the above is a correct copy of the resolution passed on
________________by the Board of Directors of and that it has been entered in the
usual course of business in the minutes book of the company and signed therein by
the Chairman of
the meeting/company and is in accordance with the
Memorandum
and Articles of
Association of the Company.
Note: The Board resolution has to be certified either by the Company Secretary or the
Chairman of the meeting or two directors present in the meeting

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Annexure I.

Extracts of the minutes of the meeting of the Board of Directors of

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