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Board Resolution for Constitution of Internal Committee (POSH)
CERTIFIED TRUE COPY OF THE BOARD RESOLUTION
Passed at the Meeting of the Board of Directors of the Company
________________
CIN: ________________
Registered Office Address: ________________
Email: ________________
CERTIFIED TRUE COPY OF THE BOARD RESOLUTION
Passed at the Meeting of the Board of Directors of the Company held on
__________ at
__________ at the Registered Office of the Company at
________________
CONSTITUTION OF INTERNAL COMMITTEE UNDER THE POSH ACT, 2013
RESOLVED THAT pursuant to the provisions of Section 4 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the rules framed thereunder, the approval of the Board of Directors of the Company be and is hereby accorded for the constitution/reconstitution of an Internal Committee to provide protection against sexual harassment of women at the workplace and for the prevention and redressal of complaints of sexual harassment and for matters connected therewith or incidental thereto.
RESOLVED FURTHER THAT the Internal Committee shall comprise of the following members, with Mr./Ms. ________________ being nominated as the Presiding Officer of the Committee:
| S. No. | Name | Designation/Role | Contact No. |
|---|---|---|---|
| 1 | ________________ | ________________ | ________________ |
| 2 | ________________ | ________________ | ________________ |
| 3 | ________________ | ________________ | ________________ |
| 4 | ________________ | ________________ | ________________ |
RESOLVED FURTHER THAT the Internal Committee shall function, hear, and redress complaints in accordance with and subject to the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the rules framed thereunder.
RESOLVED FURTHER THAT Mr./Ms. ________________, ________________ of the Company, be and is hereby authorised to take all such steps as may be necessary, proper, or expedient to give effect to this resolution, including executing, signing, and filing necessary documents and e-forms with the Registrar of Companies or any other statutory authority as may be required.
For ________________
Signature: _________________________
Name: ________________
Designation: ________________
DIN: ________________
Board Resolution for Constitution of Internal Committee (POSH)
Professional Format Guide for Indian Companies
Introduction
A Board Resolution for Constitution of Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) is a formal corporate document that records the decision of the Board of Directors to establish or reconstitute an Internal Committee (IC) for the prevention and redressal of sexual harassment complaints at the workplace.
Under the POSH Act, every employer with ten or more employees is mandatorily required to constitute an Internal Committee at each workplace. This committee is responsible for receiving complaints, conducting inquiries, and recommending appropriate action in cases of sexual harassment. The resolution formally records the composition of the committee, including the Presiding Officer (senior woman employee), internal members, and an external member familiar with workplace sexual harassment issues.
Benefits of Using a Standard Format
Utilising a professionally drafted board resolution format ensures all statutory requirements under the POSH Act are addressed. A standardised template reduces omissions, maintains consistency in corporate documentation, and demonstrates the organisation's commitment to providing a safe workplace.
This approach supports timely compliance and helps organisations maintain proper records for statutory audits and inspections.
Relevance to Workplace Compliance
Constituting an Internal Committee is mandatory under the POSH Act for organisations with ten or more employees. Non-compliance can lead to penalties and reputational risk. For new companies, establishing an Internal Committee should be prioritised as part of initial compliance requirements. The POSH Act applies to all business entities, including private limited companies, LLPs, and other organisations.
Board Resolution for Constitution of Internal Committee (POSH) – Sample Format
[To be printed on Company Letterhead]
Company Name: ___________________________
CIN: ___________________________
Registered Office Address: ___________________________
Email: ___________________________
CERTIFIED TRUE COPY OF THE BOARD RESOLUTION
Passed at the Meeting of the Board of Directors of the Company held on _______________ (Date) at _______________ (Time) at the Registered Office of the Company at _______________ (Address)
CONSTITUTION OF INTERNAL COMMITTEE UNDER THE POSH ACT, 2013
RESOLVED THAT pursuant to Section 4 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the rules framed thereunder, the approval of the Board of Directors of the Company be and is hereby accorded for the constitution/reconstitution of an Internal Committee to provide protection against sexual harassment of women at the workplace and for the prevention and redressal of complaints.
RESOLVED FURTHER THAT the Internal Committee shall comprise of the following members, with Mr./Ms. _______________ being nominated as the Presiding Officer:
S. No. | Name | Designation/Role | Contact No.
1 | _______________ (Presiding Officer) | _______________ | _______________
2 | _______________ (Internal Member) | _______________ | _______________
3 | _______________ (Internal Member) | _______________ | _______________
4 | _______________ (External Member) | _______________ | _______________
RESOLVED FURTHER THAT the Internal Committee shall function, hear, and redress complaints in accordance with the POSH Act, 2013, and its rules.
RESOLVED FURTHER THAT Mr./Ms. _______________, Director of the Company, be and is hereby authorised to take all necessary steps to give effect to this resolution, including executing, signing, and filing required documents and e-forms with statutory authorities.
For ___________________________ (Company Name)
Signature: ___________________________
Name: ___________________________
Designation: ___________________________
DIN: ___________________________
Frequently Asked Questions
1. Is the signature of all directors mandatory on the Board Resolution for POSH?
No, only one authorised director or the Chairperson signs the certified true copy. The resolution must be passed with requisite quorum.
2. Which resolution is required for constitution of Internal Committee (POSH)?
An ordinary resolution by the Board of Directors is sufficient. Shareholder approval or special resolution is not required.
3. Does the Board Resolution need professional certification?
Certification by a Company Secretary or Chartered Accountant is not mandatory, but may be used for additional authenticity.
4. Which act governs the constitution of the Internal Committee (POSH)?
The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 governs the constitution and functioning of the Internal Committee.
5. Who is the authorised signatory for certifying the board resolution?
Typically, a Director of the company or the Company Secretary signs and certifies the resolution as a true copy.