Board Resolution Format for Appointment of Nominee Director

In accordance with sub-section (3) of section 161 of the Companies Act, 2013 and subject to the articles of association of a company, the Board of Directors may appoint any person as a director nominated by any institution in pursuance of the provisions of any law for the time being in force or of any agreement or by the Central Government or the State Government by virtue of its shareholding in a Government company.

You may refer the following templates of resolutions while drafting.

Formats of Board Resolutions for Appointment of Nominee Director

SAMPLE #1

❝RESOLVED THAT pursuant to the provisions of Section 161(3) of the Companies Act, 2013, rules framed thereunder, and any other applicable provisions, including any amendment thereto or re-enactment thereof, read with Article ... of the Articles of Association of the Company, (Name of the Director), (DIN: ...................), nominated by (Name of the Organisation) vide their letter no. ........... dated ................., who has given his consent, be and is hereby appointed as a Nominee Director of the Company with effect from ....(date)....

RESOLVED FURTHER THAT (Name of the MD), Managing Director and (Name of the CS), Company Secretary, be and are hereby severally authorized to digitally sign and submit the Form DIR-12 with ROC,........ for intimation of the appointment of (Name of the Director) as Nominee Director.

RESOLVED FURTHER THAT (Name of the MD), Managing Director and (Name of the CS), Company Secretary, be and are hereby authorized to do all such acts, deeds and things as may be necessary in relation to completion of all formalities for appointment of (Name) as Nominee Director and for the purpose of giving effect to the foregoing resolutions.

RESOLVED FURTHER THAT a certified true copy of the resolution be provided to such authorities or any other parties as and when necessary, under the signature of (Name), Managing Director / Company Secretary.❞

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SAMPLE #2

❝RESOLVED THAT (Name of the Director), (DIN: ....................), be and is hereby appointed as a Nominee Director of the company, as nominated by (Name of the Organisation) vide their letter no. ........... dated ................., who has given his consent, to act as a Nominee Director of the Company with effect from ....(date)....

FURTHER RESOLVED THAT (Name of the Director/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 Resolution:

(1) General Meeting Resolution for Appointment of Nominee Director - Draft


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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.