Resolution for Re-appointment of Director Retiring by Rotation

In accordance with section 152(6)(e) of the Companies Act, 2013, the vacancy caused by the retirement of directors at an annual general meeting (AGM) may be filled in the same AGM by reappointing the retiring director(s) or appointing some other person.

The members in the annual general meeting may expressly resolve not to fill the vacancy arising from the retirement of a director.

Templates of such AGM resolutions for reappointment the retiring directors are as follows —

SAMPLE #1

#. Re-appointment of Mr./Ms. ...... ............... (DIN: ..............) as a Director of the company, liable to retire by rotation.


"RESOLVED THAT Mr./Ms. .............. (DIN: ..............) who retires by rotation at this Annual General Meeting be and is hereby re-appointed as a Director of the Company and that his period of office be liable to determination by retirement of Directors by rotation."

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SAMPLE #2

#. To appoint Mr./Ms. ...... .............., who retires by rotation and being eligible, offers herself for re-appointment as a Director and in this regard, pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr./Ms. ................... (DIN: ..............), who retires by rotation at this meeting and being eligible has offered herself for re-appointment, be and is hereby re-appointed as a Director of the company, liable to retire by rotation.”

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Notes to the Notice - only relevant notes mentioned below

Notes: 

In terms of Section 152 of the Act, Mr./Ms. ..................., Director, retire by rotation at the meeting and being eligible, offer themselves for reappointment. The Nomination and Remuneration Committee of the Board of Directors. The Board commends his /her re-appointment.

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Annexure to the Notice dated ..............

Details of Directors Retiring by Rotation / Seeking Appointment/Reappointment at the Ensuing AGM

Particulars                                             Mr./Ms. ...................

Age                                                         .................................

Qualifications                                         .................................

Experience (including

expertise in specific

functional area)/Brief Resume               .................................

Terms and Conditions

of Appointment / Reappointment          .................................

Remuneration last drawn

(including sitting fees, if any)                .................................

Remuneration proposed to

be paid                                                    .................................

Date of first appointment on

the Board                                                .................................

Shareholding in the

Company as on March 31,

20XX                                                      .................................

Relationship with other

Directors/Key Managerial

Personnel                                                .................................

Number of meetings of

the Board attended during

the year                                                   .................................

Directorships of other Boards

as on March 31, 20XX                           .................................

Membership / Chairmanship

of Committees of other

Boards as on March 31, 20XX               .................................




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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.