According to section 149(1) of the Companies Act, 2013, the composition of the Board of Directors of a company can only have a maximum of fifteen directors who are individuals. However, a company may appoint more than 15 directors after passing a special resolution in the general meeting of the members of the company.
At first, the Board of Directors in its meeting will have to approve the proposal to increase the limit of maximum number of directors and for the amendment of the articles, before the item of agenda is put up to the shareholders for their consideration and approval in their general meeting.
Sample of board resolution to increase the maximum number of is given hereunder for your reference while drafting.—
FORMAT
#. To increase the limit on maximum number of directors from 15(fifteen) to 19(nineteen)
“RESOLVED THAT pursuant to the provisions of section 149(1) of the Companies Act, 2013 and rules made thereunder, including any amendment(s) and re-enactment(s) thereto for the time being in force, consent of the Board of Directors of the company be and is hereby accorded, subject to the approval of the members in a general meeting, for increase in the limit on maximum number of directors of the company from the existing limit of 15 (fifteen) to new limit of 19 (nineteen).
FURTHER RESOLVED THAT the Managing Director and the Company Secretary of the company be and is hereby severally authorized to sign and submit necessary form with the Registrar of Companies (RoC, ..........) as may be necessary and to do all such acts, deeds and things as may be required to give effect to the above resolution.”
#. To alter Article .... of the Articles of Association of the Company
“RESOLVED THAT pursuant to the provisions of section 14 of the Companies Act, 2013 and rules made thereunder, including any amendments thereto from time to time, subject to the approval of the shareholders of the company, consent of the Board of Directors be and is hereby accorded for alteration of the Articles of Association of the company as follows:
The existing Article ... of the Articles of Association of the company be and is hereby deleted and the following new Article ... be and is hereby substituted in lieu of the deleted Clause:
"Unless otherwise determined by the Company in general meeting, and subject to the provisions of the Act and the Rules made thereunder, the number of directors shall not be less than 3 (three) and shall not be more than 19 (nineteen)."
FURTHER RESOLVED THAT the Managing Director and the Company Secretary of the company be and is hereby severally authorized to sign and submit necessary form with the Registrar of Companies (RoC, ..........) as may be necessary and to do all such acts, deeds and things as may be required to give effect to the above resolution.”
The existing Article ... of the Articles of Association of the company be and is hereby deleted and the following new Article ... be and is hereby substituted in lieu of the deleted Clause:
"Unless otherwise determined by the Company in general meeting, and subject to the provisions of the Act and the Rules made thereunder, the number of directors shall not be less than 3 (three) and shall not be more than 19 (nineteen)."
FURTHER RESOLVED THAT the Managing Director and the Company Secretary of the company be and is hereby severally authorized to sign and submit necessary form with the Registrar of Companies (RoC, ..........) as may be necessary and to do all such acts, deeds and things as may be required to give effect to the above resolution.”
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Relevant Resolution:
Special Resolution Increase Maximum Directors Above Fifteen - available here
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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.
This was helpful in drafting. thnx a lot
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