Board Resolution for Appointment of Additional Director Format

In accordance with the provisions of sub-section (1) of section 161 of the Companies Act, 2013, the articles of a company may confer on its Board of Directors the power to appoint any person, other than a person who fails to get appointed as a director in a general meeting, as an additional director at any time who shall hold office up to the date of the next annual general meeting or the last date on which the annual general meeting should have been held, whichever is earlier.

Following board resolutions template can be referred while drafting.

SAMPLE #1

“RESOLVED THAT pursuant to the provisions of Section 161(1) and any other applicable provisions of the Companies Act, 2013, and applicable rules framed thereunder, including any modification or re-enactment thereof, read with Article ..... of the Articles of Association of the Company, (Name of the Person), (DIN: ....................), who has given her/his consent, be and is hereby appointed as an Additional Director of the Company, who shall hold office upto the date of the ensuing Annual General Meeting of the Company or the last date on which the ensuing Annual General Meeting should have been held, whichever is earlier.

FURTHER RESOLVED THAT Mr. .................., Managing Director and Ms. .................., Company Secretary, be and are hereby severally authorized to digitally sign and submit the Form DIR-12 with Registrar of Companies, .......... for intimation of the appointment of .........Name......... as Additional Director of the Company.

FURTHER RESOLVED THAT Mr. .................., Managing Director and Ms. .................., Company Secretary, be and are hereby severally authorized to do all such acts, deeds and things as may be necessary in relation to completion of all formalities for appointment of (Name of the Person) as  an Additional Director and for the purpose of giving effect to the foregoing resolution.”

SAMPLE #2

“RESOLVED THAT (Name of the Director), (DIN: ....................), be and is hereby appointed as an Additional Director of the company, who shall hold office upto the date of the ensuing Annual General Meeting of the company or the last date on which the ensuing Annual General Meeting should have been held, whichever is earlier.

FURTHER RESOLVED THAT (Name of the Officer), (Designation), be and is hereby authorized to sign and file necessary form with the Registrar of Companies, .......... in this regard and to do all such acts, deeds and things as may be necessary to give effect to the foregoing resolution.”


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Relevant Resolutions

(1) Board Resolution for Regularization of Appointment of Additional Director as a Director
(2) AGM Resolution for Regularization of Appointment of Additional Director as a Director
(3) Resolution for Non-regularisation of Additional Director

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Imp. Note: Please refer the latest provisions of the Act and rules thereunder, and any other applicable provisions before finalising the resolution. The above mentioned resolutions are only specimen copy of resolutions for reference purpose only.