The Board of Directors of Tiny Ltd. passed a resolution in its 70th meeting to issue bonus shares. Can Surajit, a director, certify a copy of the resolution when he did not attend the said meeting? Can a certified true c

Secretarial standard on Board Meetings SS-1 provides that any director duly authorized by the Board can certify the board resolution irrespective of whether he attended the relevant board meeting or not. Hence in the given case if the Surajit, a Director, is authorised by the Board to do so he may act accordingly. As per Para 7.7.2 of SS-1, certified true copy of any resolution passed at a meeting may be issued even before signing of the minutes if the text of that resolution had been placed at the meeting.