Resolution: not to fill vacancy caused due to director's retirement

In accordance with section 152(7)(a) of the Companies Act, 2013, if the vacancy caused due to retirement of a director is not so filled-up and the meeting has not expressly resolved not to fill the vacancy, the meeting shall stand adjourned.

Hence, unless some other person gets nominated for directorship to fill the vacancy caused, the members of the company, at the annual general meeting, should pass a resolution to not to fill the vacancy caused by the retiring director.

Templates of such shareholders' resolutions are as follows—

SAMPLE #1

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 152 of the Companies Act, 2013 and relevant rules framed thereunder, including any modification(s) thereto or re-enactment(s) thereof, for the time being in force, not to fill for the time being the vacancy caused by the retirement of Mr. / Ms. ......................... (DIN: ...............), a Director, who retires by rotation at the ensuing ...th Annual General Meeting and does not seek re-appointment.”

EXPLANATORY STATEMENT

PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. ...

At the ensuing ...th AGM, Mr. / Ms. ........................, Director is liable to retire by rotation as per the provisions of section 152(6) of the Companies Act, 2013. He / She does not seek re-appointment of her/his directorship in the company.

Further, as per section 152(7) of the Companies Act, 2013, the members of the company shall expressly resolve not to fill the vacancy i.e. pass a specific resolution to not fill up the vacancy.

The Board of Directors has decided not to fill, for the time being, the vacancy caused due to his/her retirement.

None of the Directors or Key Managerial Personnel including their relatives is concerned or interested, financially or otherwise, in the resolution set out at item no. ....

The Board commends the Ordinary Resolution as set out in Item no. ... for approval of the Members.

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SAMPLE #2

#. To not to fill the vacancy caused due to retirement

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

“RESOLVED THAT Ms./Mr. ......... .................. (DIN: ......................), a Director liable to retire by rotation, who does not offer herself/himself for re-appointment, be not reappointed as a Director of the Company and the vacancy, so caused on the Board of the Company, be not filled up.”

Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013

Item No. ...

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Ms./Mr. ........................... (DIN: ......................), Director retires by rotation at the ensuing ...th Annual General Meeting of the Company.

Ms./Mr. ........................... has informed the Company that she/he is not seeking reappointment in view of her/his other professional commitments.

Ms./Mr. ........................... has been on the Board of the Company since ........ The Board places on record its sincere appreciation and recognition of the valuable contribution and services rendered by Ms./Mr. ........................... during her/his tenure as a Director of the Company.

The Board proposes that the vacancy caused by her/his retirement be not filled-up.

Except Ms./Mr. ..........................., none of the other Directors, Key Managerial Personnel of the Company and / or their relatives are concerned or interested, financially or otherwise, in the resolution set out at Item No. ... of the accompanying notice.

The Board commends the passing of the resolution set out at Item No. ... to be passed as an Ordinary Resolution.



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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.