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Shareholders Resolution for Appointment of Nominee Director

appointment of nominee director in general meetingIn accordance with sub-section (3) of section 161 of the Companies Act, 2013 and subject to the articles of association of a company, the Board of Directors may appoint any person as a director nominated by any institution in pursuance of the provisions of any law for the time being in force or of any agreement or by the Central Government or the State Government by virtue of its shareholding in a Government company.


You may refer the following templates of ordinary resolutions while drafting, if the appointment is made/approved by the members of the company.


SAMPLE #1
In case of an Unlisted Company

#. Appointment of Mr. / Ms. .......................................... as a nominee of (organisation's name)

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), read with Article __ of Articles of Association of the Company and any other applicable laws, Mr. / Ms. ______________ (DIN: ________), nominated by (Name of the Organisation), 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 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 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 Nominee 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: ___________), nominated by (Name of the Organisation) vide their letter dated _______, was appointed as an Additional Director with effect from _______ by the Board in accordance with 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 Nominee 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 skills 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 Nominee Director liable to retire by rotation. Mr. /Ms. _______will not be entitled for any remuneration as per the company policy for nominee 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.


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SAMPLE #2
In case of a Listed Company

#. Appointment of Mr. / Ms. ............. ................................. as a Nominee Director of the 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 from time to time, read with 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, and any regulations, notifications and circulars of Reserve Bank of India, Mr. / Ms. ______________ (DIN: ________), as nominated by (Name of the Organisation), 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 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 Nominee 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: ___________), nominated by (Name of the Organisation) by their letter dated _______, 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 Nominee 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 Nominee Director liable to retire by rotation. Mr. /Ms. _______will not be entitled for any remuneration as per the company policy for nominee 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 the 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 Resolution:

Board Resolution for Appointment of Nominee Director - Format Available Here

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Imp. Note: Please refer the latest provisions of the Companies 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. Shilpa Panjwani6/28/2018

    very illustrative format of the resolutions thanks for sharing sir

    ReplyDelete
  2. Jaydev Shah1/21/2019

    thanks a lot for these templates

    ReplyDelete

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