'All resolutions, no matter how simple they are, should be drafted in clear and distinct terms, since resolutions embody the decisions of the meeting.' Comment with reasons.

The statement is valid . Resolutions embody the decisions of the meeting and therefore must be drafted in clear and distinct terms. The following points should be remembered while drafting resolutions, both for Board and general meetings: All essential facts are included in the resolution e.g. the resolution for re-appointment of a managing director should indicate that the re-appointment is subject to the approval of the Central Government, if approval of the Central Government is required and should also cover the period of appointment, terms and conditions of such appointment. Surplus and meaningless words or phrases should not be included in resolutions. Reference to documents approved at a meeting should be clearly identified, i.e. the re-appointment of a managing director should indicate that such appointment is on the terms and contained in the draft agreement, a copy of which was placed before the meeting and initialled by the chairman for the purpose of identification. Resolution must indicate the relevant provisions or sections of the Act and the Rules pursuant to which they are being passed. If a resolution is one which requires the approval of the members/ Central Government or confirmation of the National Company Law Tribunal/Court, this must be stated in the resolution. A resolution must indicate when it will become effective. A resolution must confine to one subject matter and two distinct matters should not be covered in one resolution. A resolution should be crisp, concise and precise and should be flexible enough to take care of eventualities. Where lengthy resolutions have to be approved, they should be arranged in their logical order having regard to the subject matter of the resolution. A resolution must be self explanatory i.e. so drafted that anybody not present at the meeting or anybody referring to it at a later date will know clearly what the decision was at that meeting without referring to any other document.