Resolution to Appoint Permanent Non-retiring Nominee Director

The appointment of a nominee director as a permanent non-retiring nominee director is very rare, and only a very few companies do it as per their agreements with the organisation nominating such directors.

The approvals of the board of directors and shareholders (members) will be required in their respective meetings for such appointments.

Here is a template of an ordinary resolution and an explanatory statement to be added in the Notice of the annual/ extra-ordinary general meeting of the members.

Modify the following as needed and do go through the applicable provisions of the Companies Act before finalising the resolution.

FORMAT

SPECIAL BUSINESS

Item ..... To consider and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution:

“RESOLVED that Ms. / Mr. ..........................., who was appointed as a Nominee Director of the company pursuant to Article .... of the Articles of Association of the company with effect from (Date) by the Board of Directors, be and is hereby appointed as a permanent non-retiring Nominee Director of the company, not liable to retire by rotation.”

EXPLANATORY STATEMENT

(Pursuant to Section 102 of the Companies Act, 2013)

Item No. ....

In accordance with Article .... of the Articles of Association of your company, (Name of the Organisation) has nominated Ms. / Mr. ...........................  as a permanent non-retiring nominee director. The Board of your company at its meeting held on (Date) appointed Ms. / Mr. ........................... as a permanent non-retiring nominee director.

(Brief profile of Ms. / Mr. ...........................)

At present, Ms. / Mr. ........................... does not hold directorship in any of the public companies in India. He is a member of the .............. and ................. Committees of the Board of your company.

He holds ..... shares/ does not hold any shares in the company.

The company has received a notice from a member under Section 160 of the Companies Act along with a fee of Rs. 1,00,000/- in respect of Ms. / Mr. ..........................., proposing his/her appointment as a Director of the company.

None of the Director except Ms. / Mr. ........................... is interested in the resolution set at item no. ... of the accompanying notice.