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Special Resolution for Re-appointment of Independent Director

special resolution for reappointment of independent director
Sub-section (10) of section 149 of the Companies Act, 2013 (India) reads as under:-

"Subject to the provisions of section 152, an independent director shall hold office for a term up to five consecutive years on the Board of a company, but shall be eligible for reappointment on passing of a special resolution by the company and disclosure of such appointment in the Board's report."

The format of the special resolution will be slightly different for an unlisted company and a listed company, though the difference is very minor and only relates to mentioning of reference to additional provisions applicable on a listed company.

Templates of such special resolution is as follows —


SAMPLE #1
In case of a Listed Company

SPECIAL BUSINESS

#. Re-appointment of Ms. / Mr. .......... ..................... as an Independent Director

To consider and, if thought fit, to pass the following as a Special Resolution:

“RESOLVED that pursuant to the provisions of sections 149, 150, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors), Rules, 2014, including any statutory amendment(s) thereto or re-enactment(s) thereof for the time being in force, Ms. / Mr. ....... ................... (DIN: .....................), Independent Director of the company, whose period of office is liable to expire on (Date), and who has submitted a declaration that he/she meets the criteria of independence under Section 149(6) of the Companies Act, 2013 and who is eligible for re-appointment for a second term under the provisions of the Companies Act, 2013 and rules made thereunder and in respect of whom the company has received a notice in writing from a member proposing his/her candidature for the office of Director pursuant to Section 160 of the Companies Act, 2013, be and is hereby re-appointed as an Independent Director of the company with effect from (Date) to (Date) and the term shall not be subject to retirement by rotation.”


SAMPLE #2
In case of a Listed Company

SPECIAL BUSINESS

#. Re-appointment of Mr. / Ms. ..... ................ (DIN: .................) as an Independent Director of the Company

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 Sections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 201, as amended from time to time, (Name of the Independent Director) (DIN: ...................), who was appointed as an Independent Director of the company at the ..th Annual General Meeting of the Company and who holds office of the Independent Director up to (Date) and who is eligible for being re-appointed as an Independent Director and in respect of whom the company has received a Notice in writing from a member under section 160 of the Companies Act, 2013 proposing his /her candidature for the office of Director, be re-appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of ..... consecutive years commencing from (Date) to (Date).”



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

Comments

  1. Debesh Pandey1/26/2019

    Thank you very much for the format. It helped a lot.

    ReplyDelete

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