Corporate secretarial teams spend disproportionate time on two related workflows: obtaining valid written consent to board resolutions (often called circular resolutions under Section 173 read with the Companies (Meetings of Board and its Powers) Rules, 2014), and issuing certified true copies (CTCs) to banks, regulators, counterparties, and internal audit. CoSecOffice treats both as first-class modules inside the Meeting Scheduler—not bolt-on PDF tools—so the resolution text, consent outcome, ratification, and CTC passage details stay on one audit trail per company.
Why circular resolutions are hard to do well at scale
- Not every matter can be passed by circulation—Rule 5 lists items that must go to a physical or virtual board meeting
- Directors respond on email with no standard record of viewed / consented / declined
- Secretarial teams manually chase non-responders and rebuild a tally spreadsheet
- Passed circulars are later retyped into minutes and CTCs with inconsistent dates and signatories
- Ratification at the next board meeting is often forgotten or pasted from an old Word file
How CoSecOffice runs the circular resolution process
1. Draft with lawful eligibility built in
In Meeting Scheduler → Circular resolutions, your team enters the title, description, and full “RESOLVED THAT” text (or imports from the document library). Before circulation starts, CoSecOffice runs an eligibility check against Indian restrictions—e.g. financial statements, Board’s Report, prospectus, amalgamation, takeover matters flagged as blocking under Rule 5. The product warns when circulation is inappropriate so the department routes the item to a board meeting instead of risking an invalid process.
2. Choose consent rule and directors
Select majority or unanimous consent and the directors who must respond. Reference numbers and expiry dates can be set for governance discipline. Resolution text can be drafted with SachivAI, then reviewed by the company secretary before issue.
3. Circulate with director response links
On send, each director receives a secure response link (no CoSecOffice login required for the director). The portal records pending → viewed → consented / declined / abstained with timestamps. Events are logged to the circular resolution record for later audit. Your team sees live tallies against the chosen consent rule and can refresh status as responses arrive.
4. Automatic pass / fail / expire
When the tally meets the rule (majority or unanimous), status moves to passed. If responses cannot succeed, status can close as failed. Expired circulations are tracked when the deadline passes. This removes the “who said yes?” email archaeology that delays banks and transactions.
5. Ratification on the next board agenda
A passed circular can be pushed to the next board meeting agenda (or a meeting you select). CoSecOffice can create the board meeting if none is scheduled. The ratification item carries the circular reference so minutes reflect both written consent and formal board confirmation—aligned with how many enterprises document circular approvals.
How CoSecOffice masters CTC issuance
Certified true copies must state how and when the resolution was passed, who signed, and what is certified. CoSecOffice CTC issuance (Meeting Scheduler → CTC tab) generates Word documents on company letterhead with a structured signatory grid for multiple directors.
Prefill from meetings or passed circulars
Passage details can be prefilled from: the board / committee / AGM / EGM meeting you are working on (date, time, venue, resolution text from agenda); or a passed circular resolution (passage mode “Circular resolution”, title, text, reference, consent outcome). This is where CoSecOffice is distinctly strong—your team does not re-key the same resolution three times for consent, minutes, and CTC.
Passage modes and issuance log
- Passage modes: board meeting, circular resolution, EGM, AGM, committee, or other
- Certified date, place, issued-to party, and purpose fields for bank / regulatory packs
- Multiple signing directors on the CTC grid from master data
- Issuance log per company—search and re-download prior CTCs
- Email CTC packs to recipients from the issuance record
- Import prior resolutions from the document library when needed
One thread from consent to certified copy
For enterprise secretarial departments, the operational win is continuity: the same resolution version that directors approved by link is the version ratified at the board and certified to third parties. Circulation audit exports (separate tab) complement circular and CTC records when governance or internal audit asks for evidence.
Typical enterprise use cases
- Bank mandate and authorised signatory updates after circular approval
- Related-party or treasury resolutions passed between scheduled board meetings
- CTCs to stock exchanges or lenders with consistent passage wording
- Group companies reusing playbook resolutions with per-CIN issuance logs
- Shared service centres processing high volumes with sub-user RBAC