Board Resolution Form DIR-8 Declarations under section 164(2)

Refer:

a) Section 164(2) of the Companies Act, 2013;
b) Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

Every director of a company is required to inform the company about his/her disqualification under sub-section (2) of section 164 of the Companies Act, 2013, if any, in Form DIR-8 before he is appointed or re-appointed and from time to time as and when the disqualification occurs.

All such Form DIR-8 as may be received from the director(s) is presented to the Board of Directors in their board meetings, to take note of the same and to take action on it, as may be necessary.

Templates of such board resolution are as follows for your reference —

SAMPLE #1

#. To take note of Form DIR-8 received from the Directors

The Company Secretary informed the Board that the company has received declarations in Form DIR-8 from all the directors of the company.

The Board noted that none of the directors were disqualified as per the provisions of the Companies Act, 2013. The Board considered the same and passed the following resolution unanimously:

“RESOLVED that declarations in Form DIR-8 under Section 164(2) of the Company Act, 2013 and rules made thereunder, as submitted by the directors of the company and as placed before the Board, be and are hereby noted and taken on record.”

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SAMPLE #2

#. To take note of Form DIR-8 received from the Directors

The Board is requested to take a note on the Form DIR-8 received from the Directors of the Company, regarding their non-disqualification as directors under section 164(2) of the Companies Act, 2013.

“RESOLVED THAT the Form DIR-8 received from (Name of the Director #1), (Designation), as on 31st March, 20XX, as per Section 164(2) of the Companies Act, 2013 and rules made thereunder, be and is hereby taken on record.”

“RESOLVED THAT the Form DIR-8 received from (Name of the Director #2), (Designation), as on 31st March, 20XX, as per Section 164(2) of the Companies Act, 2013 and rules made thereunder, be and is hereby taken on record.”

“RESOLVED THAT the Form DIR-8 received from (Name of the Director #3), (Designation), as on 31st March, 20XX, as per Section 164(2) of the Companies Act, 2013 and rules made thereunder, be and is hereby taken on record.”

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SAMPLE #3

#. Declaration from Directors in Form DIR 8 relating to disqualifications as stated in section 164 of the Companies Act, 2013

The Board was informed about the receipt of declarations from all the Directors in Form DIR-8 as required under the provisions of Section 164 of the Companies Act, 2013, confirming that they have not been disqualified from being appointed as Directors of the company as on 31st March, 20XX. The said declarations were presented before the Board.

The Board unanimously passed the following resolution to record and confirmed the receipt of the declarations:

“RESOLVED THAT pursuant to the provisions of Section 164 of the Companies Act 2013, the declarations in Form DIR-8 received from all the Directors of the company, confirming that they have not been disqualified from being appointed as Directors of the company as on 31st March, 20XX, as placed before the Board, be and are hereby noted and taken on record.

FURTHER RESOLVED THAT (Name of the Director), (Designation) and (Name of the Company Secretary), (Designation) of the company, severally and wherever required jointly, be and are hereby authorized to sign all the papers that are necessary to be filed with the Registrar of Companies, ......... and affix their Digital Signatures on all the related documents and are authorised to do all such acts, deeds and things to give effect to the foregoing resolution.”

NOTE: The resolution samples here are only for your reference to help you with drafting. Do refer the exact provisions of the Companies Act, relevant rules framed thereunder and any other applicable laws to be able to not to miss out anything important while drafting.