This article discusses the essential components and legal provisions involved in drafting a special resolution for the re-appointment of an Independent Director in a company. Such resolutions are critical to ensuring compliance with the Companies Act, 2013, and the Securities and Exchange Board of India (SEBI) Regulations, 2015.
Draft Format of Special Resolution for Re-appointment of Independent Director of Company
“RESOLVED THAT pursuant to Sections 149, 150, 152 and other applicable provisions of the Companies Act, 2013 The Companies (Appointment and Qualification of Directors) Rules, 2014 read with Schedule IV to the Companies Act, 2013 and Regulation 16(1)(b), 17, 25 and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof) and the provisions of the Articles of Association of the Company and based on the performance evaluation, recommendation of the Nomination & Remuneration Committee and approval of the Board of Directors at their respective Meetings held on ______________ (Date of Board Meeting), __________________ (Name of Independent Director Re-appointed __________________ (Director Identification Number of Independent Director Re-appointed), who has submitted a declaration that he/she meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and the Rules made thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is eligible for re-appointment and in respect of whom the company has received a notice in writing from a member under Section 160 of the Companies Act, 2013 proposing her candidature for the office of an Independent Director, be and is hereby re-appointed as an Independent Director of the Company for a second term of __________ (Time Period of Re-appointment) years w.e.f. ______________ (Date of Tenure starts) upto _______________ (Date of Tenure expires)
RESOLVED FURTHER THAT any Director and/or the Company Secretary of the Company be and are hereby severally authorized to take such steps, as may be required, for obtaining necessary approvals, if any, and further to do all such acts, deeds, and things as may be necessary to give effect to this resolution.
Author Bio
