Draft Board Resolution for Regularisation of Additional Director

An Additional Director of a Company is appointed in accordance with the provisions of Section 161 of the Companies Act, 2013, who holds office up to the date of the next annual general meeting.

It is up to the Board of Directors and the Shareholders of the Company to decide whether to regularise his appointment in order for him to become a Director of the Company after vacation of his office at the ensuing Annual General Meeting.

Draft Board Resolutions for Regularisation of Appointment of Additional Director as a Director

(1) In case of an Unlisted Company

“RESOLVED THAT pursuant to the provisions of sections 149, 152, 160 and all other applicable provisions of the Companies Act, 2013 (the "Act") and the Companies (Appointment and Qualification of Directors) Rules, 2014, including any statutory modification(s) thereto or re-enactment thereof for the time being in force, read with Article .... of the Articles of Association of the company, and subject to approval of the shareholders in the ensuing annual general meeting, Mr. / Ms. ........... ..................... (DIN: .....................), who was appointed as an Additional Director of the company with effect from .................... by the Board of Directors pursuant to Section 161 of the Act and as recommended by the Nomination and Remuneration Committee and who holds office only up to the date of the ensuing Annual General Meeting of the company and in respect of whom the company has received notice in writing along with a deposit of Rs. 1,00,000 (Rupees One lac only) from a member under Section 160 of the Act proposing the candidature of Mr. / Ms. ............. ..................... for the office of Director of the company be and is hereby appointed as a Non-Executive Director of the company, whose period of office will be liable to determination by retirement of directors by rotation.”

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Note:
(1) In case the company does not have a Nomination and Remuneration Committee or its constitution is not applicable on the company - the sentence mentioned above for Nomination and Remuneration Committee can be deleted.
(2) In case the notice under section 160 is not received by the time the board meeting was held, then the sentence mentioned above for the same can be deleted.

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(2) In case of a Listed Company

“RESOLVED THAT pursuant to the provisions of sections 149, 152, 160 and all other applicable provisions of the Companies Act, 2013 ("the Act") and the Companies (Appointment and Qualification of Directors) Rules, 2014, including any statutory modification(s) or re-enactment thereof from time to time, read with Article .... of the Articles of Association of the Company and Regulation 19(4) read with Part D of Schedule II of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, and applicable regulations, notifications and circulars of the Reserve Bank of India, and subject to approval of the shareholders in the ensuing annual general meeting, Mr./Ms. ...................... (DIN: ..........................), who was appointed as an Additional Director of the Company with effect from ................. by the Board of Directors pursuant to Section 161 of the Act and as recommended by the Nomination and Remuneration Committee and who holds office only up to the date of the ensuing Annual General Meeting of the Company and in respect of whom the Company has received notice in writing along with a deposit of Rs. 1,00,000 (Rupees One lac only) from a member under Section 160 of the Act proposing the candidature of Mr. / Ms. ................................... for the office of Director be and is hereby appointed as a Non-Executive Director of the Company, whose period of office will be liable to determination by retirement of directors by rotation.”

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Note:
(1) In case the notice under section 160 is not received by the time the board meeting was held, then the sentence mentioned above for the same can be deleted.



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Relevant Resolutions:

(1) Board Resolution for Appointment of Additional Director
(2) AGM Resolution for Regularisation 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.