In accordance with the provisions of sub-section (1) of section 149 of the Companies Act, 2013, every company shall have a Board of Directors consisting of individuals as directors and shall have a maximum of fifteen directors.
A company may appoint more than fifteen directors after passing a special resolution in the meeting of the shareholders of the company.
The Articles of Association of a company may prescribe for a lower number of maximum number of directors i.e. below 15, which was decided during the incorporation of the company or through an amendment at any later point of time.
A company may appoint more than fifteen directors after passing a special resolution in the meeting of the shareholders of the company.
The Articles of Association of a company may prescribe for a lower number of maximum number of directors i.e. below 15, which was decided during the incorporation of the company or through an amendment at any later point of time.
Sample of such special resolutions is given hereunder for your reference while drafting.—
FORMAT #1
#. Increase in the limit on maximum number of directors from 15(fifteen) to 18(eighteen)
To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of section 149(1) of the Companies Act, 2013 and rules made thereunder, including any amendment(s) and re-enactment(s) thereto for the time being in force, consent of the members of the company be and is hereby accorded for increasing the limit on maximum number of directors of the company at any point of time from the present limit of 15 (fifteen) to new limit of 18 (eighteen) and consequently, the existing Article ... of the Articles of Association of the company be and is hereby deleted and substituted by the following new Article ...:
"Unless otherwise determined by the Company in general meeting, the number of directors shall not be less than 3 (three) and shall not be more than 18 (eighteen)."
RESOLVED FURTHER THAT the Board of Directors of the company be and is hereby authorized to do all such acts, deeds and things as may be necessary to give effect to the foregoing resolution.”
FORMAT #2
#. Increase in the maximum number of directors from 14(fifteen) to 16(sixteen)
To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of section 149(1) of the Companies Act, 2013 ("the Act") and rules made thereunder, including any amendment(s) thereto from time to time, consent of the members be and is hereby accorded to increase the limit on maximum number of directors of the company from 14 (fourteen) to 16 (sixteen).
FURTHER RESOLVED THAT pursuant to the provisions of section 14 of the Act and other applicable provisions, if any, consent of the members be and is hereby accorded for alteration of the Articles of Association of the company as follows:
The existing Article ... of the Articles of Association of the company be and is hereby deleted and the following new Article ... be and is hereby substituted in lieu of the deleted Article:
"Unless otherwise determined by the Company in general meeting, and subject to the provisions of the Act and the Rules made thereunder, the number of directors shall not be less than 3 (three) and shall not be more than 16 (sixteen)."
FURTHER RESOLVED THAT the Managing Director and the Company Secretary of the company be and is hereby severally authorized to sign and submit necessary form with the Registrar of Companies (RoC, ..........) as may be required and to do all such acts, deeds and take steps as may be necessary and incidental to give effect to the foregoing resolutions.”
Explanatory Statement pursuant to Section 102 of the Companies Act, 2013
Item No. : ....
The Board of Directors proposes for an amendment in the existing Article .... of Articles of Association of the company, keeping in view of the proposed changes to the composition of the Board of Directors by induction of new independent directors in the interest of the company, which will result in exceeding the maximum limit on number of directors as prescribed under the Companies Act, 2013 ("the Act").
According to section 149(1) of the Act, the composition of the Board of Directors of a company can only have a maximum of fifteen directors who are individuals. However, a company may appoint more than 15 directors after passing a special resolution in the general meeting of the members of the company.
Pursuant to section 14 of the Act, members' approval by way of passing of a special resolution is required for alteration of the Articles of Association.
Accordingly, consent of the members of the company is sought for passing special resolution as set out at Item No. ... of the Notice.
The specimen of the amended Articles of Association is available for inspection by the members at the Registered Office of the company on all working days between 11.00 a.m. to 01.00 p.m., except Saturdays and Sundays, up to the date of the ensuing General Meeting of the company.
None of the Directors and Key Managerial Personnel of the company, including their respective relatives, is concerned or interested, financially or otherwise, in the foregoing resolution.
The Board commends passing of the special resolution as set out at Item No. ... of the accompanying Notice for approval by the members.
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Relevant Resolution:
Board Resolution for Increase in Number of Directors (Format) - check here
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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.
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