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AGM Resolution Format for Regularisation of Additional Director

draft resolution for regularisation of additional director in agm under companies act 2013In accordance with the provisions of Section 161 of the Companies Act, 2013, an Additional Director of a Company is appointed, who holds office upto the date of the ensuing Annual General Meeting (AGM).

The Board of Directors and the Shareholders of the Company may decide to regularise his appointment in order for him to become a Executive or Non-Executive Director of the Company after vacation of his office at the ensuing AGM.


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

(1) In case of an Unlisted Company

To consider and if thought fit, to pass with or without modification(s), the following resolution as an ORDINARY RESOLUTION.

❝RESOLVED THAT pursuant to the provisions of section 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 for the time being in force), Article __ of Articles of Association of the Company and other applicable laws, Mr. / Ms. ______________ (DIN: ________), who was appointed as an Additional Director of the Company with effect from ..(date).. 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 upto 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 Lakh only) from a member under Section 160 of the Act proposing the candidature of Mr. / Ms. ______________ for the office of the 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.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and to take all such steps as may be necessary, proper or expedient to give effect to the foregoing resolution.❞

Explanatory statement under Section 102 of the Companies Act, 2013

Item no. _

Mr. /Ms. _______ (DIN: ___________), on the recommendation of the Nomination and Remuneration Committee was appointed as an Additional Director with effect from _______ by the Board in accordance with the Article __ of the Articles of Association and Section 161 of the Companies Act 2013 ("the Act").

As per Section 161 of the Act, Mr. /Ms. _______ holds office upto the date of the ensuing AGM on _________. The Company has received the requisite notice in writing under Section 160 of the Act along with a deposit of Rs. 1,00,000 from a member proposing the candidature of Mr. /Ms. _______to be appointed as a Non-Executive Director at the ensuing AGM liable to retire by rotation. Mr. /Ms. _______ has consented to the proposed appointment and declared qualified.

Mr. /Ms. _______ possesses the requisite knowledge, experience and skill for the position of Director. The Board on receipt of the said notice from a member and on the recommendation of Nomination and Remuneration Committee and subject to approval of members in the ensuing AGM, has accorded its consent, to appoint Mr. /Ms. _______ as a Non-Executive Director liable to retire by rotation. Mr. /Ms. _______will not be entitled for any remuneration as per the company policy for non-executive directors except sitting fees for attending board meetings.

Except Mr. /Ms. _______, no other Director, Key Managerial Personnel of the Company and their relatives thereof are interested or concerned financial or otherwise in the proposed resolution. The Board of Directors recommend passing of the resolution set out in Item No. __ of this Notice.


Note: In case Nomination and Remuneration Committee constitution is not applicable on a company - the sentences mentioned above for Nomination and Remuneration Committee can be deleted.


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(2) In case of a Listed Company

To consider and if thought fit, to pass with or without modification(s), the following resolution as an ORDINARY RESOLUTION.

❝RESOLVED THAT pursuant to the provisions of section 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 for the time being in force), Article __ of 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, regulations, notifications and circulars of Reserve Bank of India and other applicable laws, 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 upto 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 Lakh 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.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and to take all such steps as may be necessary, proper or expedient to give effect to this resolution.❞


Explanatory statement under Section 102 of the Companies Act, 2013

Item no. _

Mr. /Ms. _______ (DIN: ___________), on the recommendation of the Nomination and Remuneration Committee was appointed as an Additional Director with effect from _______ by the Board in accordance with the Article __ of the Articles of Association and Section 161 of the Companies Act 2013 ("the Act"). As per Section 161 of the Act, Mr. /Ms. _______ holds office upto the date of the ensuing AGM on _________. The Company has received the requisite notice in writing under Section 160 of the Act along with a deposit of Rs. 1,00,000 from a member proposing the candidature of Mr. /Ms. _______to be appointed as a Non-Executive Director at the ensuing AGM liable to retire by rotation. Mr. /Ms. _______ has consented to the proposed appointment and declared qualified. Mr. /Ms. _______ possesses the requisite knowledge, experience and skill for the position of Director. The Board on receipt of the said notice from a member and on the recommendation of it's Nomination and Remuneration Committee and subject to approval of members in the ensuing AGM, has accorded its consent, to appoint Mr. /Ms. _______as a Non-Executive Director liable to retire by rotation. Mr. /Ms. _______will not be entitled for any remuneration as per the company policy for non-executive directors except sitting fees for attending board meetings.

Except Mr. /Ms. _______, no other Director, Key Managerial Personnel of the Company and their relatives thereof are interested or concerned financial or otherwise in the proposed resolution. The Board of Directors recommend passing of the resolution set out in Item No. __ of this Notice.

Additional Details as required under Regulation 36(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015

(a) Brief Resume of Mr. /Ms. _______,

Mr. /Ms. _______ (DIN: ___________), Indian Citizen, aged __ yrs (Date of Birth -__________), is a ............................................................

(b) Nature of Expertise in specific functional areas - ............................................................

(c) Disclosure of relationships between directors inter-se - ............................................................

(d) Names of listed entities in which the person also holds the directorship and the membership of Committees of the board:
- Names of Listed entities (other than the Company) in which the Director holds directorship - ............................................................
- Names of Listed entities (other than the Company) in which the Director holds chairmanship in
Committees - ............................................................
- Names of Listed entities (other than the Company) in which the Director holds membership in
Committees - ............................................................

(e) Shareholding in the Company - ............................................................




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Relevant Resolutions:

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

Comments

  1. Simran Kapoor6/20/2018

    Very useful. Thanks a lot for providing it.

    ReplyDelete

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