AGM Resolution Format for Appointment of Independent Director

Reference: Section 149(6), 152, 160 and Schedule IV of the Companies Act 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

In accordance with section 149(4) of the Companies Act, 2013, all listed companies are required to have at least one-third of the total number of directors as independent directors.

And, some other class or classes of companies are required to have at least two directors as independent directors. Refer Rule 4 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 to find out the classes of companies prescribed by Central Govt for this purpose.

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SAMPLE #1

In case of an Unlisted Company

#. Appointment of Mr. / Ms. ............................ (DIN: ................) as an Independent Director

To consider and if thought fit, to pass with or without modification(s), the following resolution as an ORDINARY RESOLUTION.

“RESOLVED that pursuant to the provisions of sections 149, 152 and any other applicable provisions of the Companies Act, 2013 ("the Act") read with Schedule IV to the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014 including any other Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and in accordance with the Article .... of Articles of Association of the company,  Mr. / Ms. ................................. (DIN: ....................), who was appointed as an Additional Director (in the capacity of a Non-Executive Independent Director) of the company by the Board of Directors at its meeting held on DD/MM/YYYY pursuant to section 161 of the Act and as recommended by the Nomination and Remuneration Committee and  whose term of office expires at this Annual General Meeting (‘AGM’) and in respect of whom the company has received a notice in writing from a member along with the deposit of the requisite amount under section 160 of the Companies Act, 2013 proposing his/ her candidature for the office of Director and who has submitted a declaration that he/ she meets the criteria for independence as provided in section 149(6) of the Act, be and is hereby appointed as an Independent Non-Executive Director of the company to hold office for a term of 5 (five) consecutive years commencing from DD/MM/YYYY, whose period of office will not be liable to determination by retirement of directors by rotation.

RESOLVED FURTHER THAT the Board of Directors of the company be and is hereby authorised to do all acts and to take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013

Item No. ...

Mr. / Ms. ........................................... (DIN: ......................), on the recommendation of the Nomination and Remuneration Committee was appointed as an Additional Director in the capacity of a Non-Executive Independent Director with effect from ..(date).. by the Board of Directors in accordance with Article .... of the Articles of Association and sections 149(6), 161 and Schedule IV of the Companies Act, 2013 ("the Act").

As per section 161 of the Act, Mr. /Ms. ........................ holds office upto the date of the ensuing AGM on ..(date)... The company has received the requisite notice in writing under section 160 of the Act along with a deposit of Rs. 1,00,000 from a member proposing the candidature of Mr. /Ms. ........................ to be appointed as an Independent Non-Executive Director at the ensuing AGM liable to retire by rotation. Mr. /Ms. ........................ has consented to the proposed appointment and declared qualified. Mr. /Ms. ........................ possesses requisite knowledge, experience and skill for the position of Independent Director as per required criteria under the Act and rules & regulations made thereunder.

Based on the recommendation received from the Nomination and Remuneration Committee and in view of his/her knowledge, skills and invaluable expertise related to the industry of the company, it is proposed to appoint Mr. / Ms. ........................ as an Independent Non-Executive Director of the company in terms of section 149 read with section 152 of the Companies Act, 2013. In terms of sections 149 and 152 of the Companies Act, 2013, Mr. / Ms. ........................ is not liable to retire by rotation. Mr. / Ms. ........................, if appointed, will hold office for a consecutive term of 5 years commencing from DD/MM/YYYY.

The terms and conditions of appointment of Mr. / Ms. ........................ as an Independent Non-Executive Director is available for inspection by members at the Registered Office of the company on any working day during working hours between 9.30am to 6.30pm.

Except Mr. / Ms. ........................ , no other Director, Key Managerial Personnel of the company and their relatives thereof are interested or concerned financial or otherwise in the proposed resolution.

The Board of Directors recommend passing of the resolution set out in Item No. .... of this Notice.

Note: In case Nomination and Remuneration Committee constitution is not applicable on a company - the sentences mentioned above for Nomination and Remuneration Committee can be deleted.

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SAMPLE #2

In case of a Listed Company

#. Appointment of Mr. / Ms. ............................ (DIN: ................) as an Independent Director

To consider and if thought fit, to pass with or without modification(s), the following resolution as an ORDINARY RESOLUTION.

“RESOLVED THAT pursuant to the provisions of sections 149, 152 and any other applicable provisions of the Companies Act, 2013 ("the Act") read with Schedule IV to the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014 including any other Rules made there under and Regulation 16(1)(b) and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (including any statutory modification(s) or re-enactment thereof for the time being in force) and in accordance with Article .... of Articles of Association of the company,  Mr. / Ms. ........................ (DIN: ........................), who was appointed as an Additional Director (in the capacity of a Non-Executive Independent Director) of the company by the Board of Directors at its meeting held on DD/MM/YYYY pursuant to section 161 of the Act and as recommended by the Nomination and Remuneration Committee and  whose term of office expires at this Annual General Meeting (‘AGM’) and in respect of whom the company has received a Notice in writing from a Member along with the deposit of the requisite amount under section 160 of the Companies Act, 2013 proposing his candidature for the office of Director and who has submitted a declaration that he meets the criteria for independence as provided in section 149(6) of the Act, be and is hereby appointed as an Independent Non-Executive Director of the company to hold office for a term of 5 (five) consecutive years commencing from DD/MM/YYYY, whose period of office will not be liable to determination by retirement of directors by rotation.

RESOLVED FURTHER THAT the Board of Directors of the company be and is hereby authorised to do all acts and to take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

Explanatory Statement under Section 102 of the Companies Act, 2013

Item No. ....

Mr. / Ms. ........................ (DIN: ........................), on the recommendation of the Nomination and Remuneration Committee was appointed as an Additional Director in the capacity of a Non-Executive Independent Director with effect from ..(date).. by the Board of Directors in accordance with Article .... of the Articles of Association and sections 149(6), 161 and Schedule IV of the Companies Act 2013 ("the Act") and Regulation 16(1)(b) and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As per section 161 of the Act, Mr. / Ms. ........................ holds office upto the date of the ensuing AGM on ..(date)... The company has received requisite notice in writing under section 160 of the Act along with a deposit of Rs. 1,00,000 from a member proposing the candidature of Mr. / Ms. ........................ to be appointed as an Independent Non-Executive Director at the ensuing AGM liable to retire by rotation. Mr. / Ms. ........................ has consented to the proposed appointment and declared qualified. Mr. / Ms. ........................ possesses requisite knowledge, experience and skill for the position of Independent Director as per required criteria under the Act and rules & regulations made thereunder.

Based on the recommendation received from the Nomination and Remuneration Committee and in view of his/her knowledge, skills and invaluable expertise related to the industry of the company, it is proposed to appoint Mr. / Ms. ........................ as an Independent Non-Executive Director of the company in terms of section 149 read with section 152 of the Companies Act, 2013. In terms of sections 149 and 152 of the Companies Act, 2013, Mr. / Ms. ........................ is not liable to retire by rotation. Mr. / Ms. ........................, if appointed, will hold office for a consecutive term of 5 years commencing from DD/MM/YYYY.

The terms and conditions of appointment of Mr. / Ms. ........................ as an Independent Non-Executive Director is available for inspection by members at the Registered Office of the company on any working day during working hours between 9.30am to 6.30pm.

Except Mr. / Ms. ........................, no other Director, Key Managerial Personnel of the company and their relatives thereof are interested or concerned financial or otherwise in the proposed resolution.

The Board of Directors recommend passing of the resolution set out in Item No. .... of this Notice.

ANNEXURE TO AGM NOTICE

The Statement of disclosures pursuant to Secretarial Standard-2 on General Meetings and Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, is as under:

(1) Name of the Director: ............................
(2) DIN: ....................
(3) Date of Birth: ..............
(4) Qualification: .........................
(5) Brief Resume of the Director: .........................
(6) Expertise in specific functional area: .........................
(7) Date of first appointment in the current designation: .........................
(8) Shareholding in the company: .........................
(9) Directorships in other companies: .........................
(10) Inter-se relationship between Directors and other Key Managerial Personnel: .........................
(11) Number of Meetings of the Board attended: .........................
(12) Details of remuneration last drawn: .........................

(13) Names of listed entities in which the Director also holds the directorship and the membership of Committees of the board:
- Names of Listed entities (other than the company) in which the Director holds directorship - ...............................................................
- Names of Listed entities (other than the company) in which the Director holds chairmanship in
Committees - ...............................................................
- Names of Listed entities (other than the company) in which the Director holds membership in
Committees - ...............................................................

(14) Names of other public companies in which the Director also holds the directorship and the membership of Committees of the board:
- Names of other public companies in which the Director holds directorship - ...............................................................
- Names of other public companies in which the Director holds chairmanship in Committees - ...............................................................
- Names of other public companies in which the Director holds membership in Committees - ...............................................................