Brief Introduction & Independent Director‘s appointment (Board Resolution)
On a brief go through with Section 149 & Schedule IV i.e. Code of Conduct for Independent Directors, it has been provided that the appointment of Independent Director is subject to the approval of members in the general meeting.
Therefore, there are two ways for appointment of Independent Directors in a Company either in the Board meeting as Additional Director (Non-Executive & Independent) or either directly in the General meeting i.e. Annual General Meeting or Extra-Ordinary General Meeting.
Given below is the draft of Board Resolution for the appointment of Independent Director in Board Meeting who shall hold the office upto general meeting & afterwards, appointed as a Director in General meeting.
Board Resolution for appointment of Independent Director under Companies Act,2013
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE (NO.) MEETING OF THE F.Y. OF THE BOARD OF DIRECTORS OF (NAME OF COMPANY) HELD ON (DAY), (DATE) AT (TIME) AT THE (ADDRESS)
APPOINTMENT OF (NAME OF DIRECTOR) AS AN ADDITIONAL DIRECTOR (NON-EXECUTIVE & INDEPENDENT)
“RESOLVED THAT pursuant to the provisions of Section 149, 150, 152 read with schedule IV and Section 161(1) read with Companies (Appointment and Qualification of Directors) Rules, 2014, and other applicable provisions, sections, rules of the Companies Act, 2013 (including any statutory modifications or re-enactment thereof for the time being in force), Consent of the Board be and is hereby accorded, to appoint (Name of Director) as an Additional Director (Non-Executive & Independent) on the Board of the Company w.e.f. ______________ to hold office till the conclusion of the next Annual General Meeting and subject to the approval of the members in the ensuing General Meeting, for appointment as an Independent Director to hold office for a term upto ________ consecutive years from the date of ensuing general meeting.”
“RESOLVED FURTHER THAT any of the Directors for the time being be and are hereby severally authorized to sign and execute all such documents and papers (including appointment letter etc.) as may be required for the purpose and file necessary e-form with the Registrar of Companies and to do all such acts, deeds and things as may considered expedient and necessary in this regard.”
“RESOLVED FURTHER THAT any one of the Directors for the time being be and are hereby severally authorised to sign the certified true copy of the resolution of the resolution to be given as and when required.”
Certified true Copy
For (Name of the Company)
Name of Director
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The Author is a Company Secretary & for any query/suggestion can be reach at +91-7053054905 or Email at [email protected]