AGM resolution for appointment of Independent Woman Director

In accordance with Section 149(1)(b) of the Companies Act, 2013, Rule 3 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 17(1)(a) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, certain classes of companies are required to have at least one woman director in the composition of board of directors.

Following is a template of ordinary resolution for appointment of an Independent Woman Director in the annual general meeting for your reference.—

FORMAT

(modify it suitably)

#. Appointment of Ms./Mrs. ........................ as an Independent Woman Director

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

“RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV of the Companies Act, 2013 (the 'Act'), the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), and all other applicable provisions, if any, including any modification(s) thereto or re-enactment(s) thereof, for the time being in force, Ms./Mrs. ....... .................. (DIN: ...................), an Additional Director of the Company (Non-executive Independent Woman Director), who has submitted a declaration that she meets with the criteria for independence as provided in section 149(6) of the Act and Listing Regulations, who is eligible for appointment as an Independent Director and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing her candidature for the office of Director, be and is hereby appointed as an Independent Woman Director of the Company, not liable to retire by rotation and to hold office for a term of 5 (five) consecutive years, that is, up to ..(Date)...”

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

In accordance with the provisions of Sections 149, 152 read with Schedule IV to the Act, the appointment of an Independent Director requires approval of the members. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has appointed Ms./Mrs. ........... .................. (DIN: ...................) as an Additional Director (Non-executive Independent Woman Director) on the Board of the Company w.e.f. ...(Date)... The appointment of Ms./Mrs. ........... .................. shall be for a period of five years, subject to approval by the members in their meeting.

The Company has received a notice in writing from a member under Section 160 of the Act proposing the candidature of Ms./Mrs. ....... .................. for the office of Director of the Company. Ms./Mrs. ....... .................. has given her consent to act as a Director. Ms./Mrs. ....... .................. is not disqualified from being appointed as a Director in terms of Section 164 of the Act.

The Company has received a declaration from Ms./Mrs. ....... .................. that she meets with the criteria of independence as prescribed both under Section 149(6) of the Act and under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). In the opinion of the Board, Ms./Mrs. ....... .................. fulfils the conditions for her appointment as an Independent Woman Director as specified in the Act and the Listing Regulations. Ms./Mrs. ....... .................. is independent of the management and possesses appropriate skills, experience and knowledge.

Details of Ms./Mrs. ....... .................. are provided in the “Annexure” to the Notice pursuant to the provisions of (i) the Listing Regulations and (ii) Secretarial Standard on General Meetings ("SS-2"), issued by the Institute of Company Secretaries of India (ICSI).

Except Ms./Mrs. ....... .................. being appointee, and her relatives, none of the directors, key managerial personnel and their respective relatives are in any way interested or concerned, financially or otherwise, in the resolution set out at item no. ... of the accompanying notice.

The Board commends the Ordinary Resolution set out at Item No. ... of Notice for approval by the members.

.............................

Annexure

Details of the directors seeking Appointment/ Re-appointment in the ensuing Annual General Meeting

[In compliance of Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard 2 on General Meeting]

Particulars                             Ms./Mrs. .................

Date of Birth (Age)                 .................................

Date of Appointment               .................................

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

Expertise in specific

functional areas                       .................................

Directorships held in

other public companies

(excluding foreign

companies and Section 8

companies)                             .................................

Memberships /

Chairmanships of

committees of other

public companies

(includes only Audit

Committee and

Stakeholders'

Relationship Committee.)      .................................

Number of shares held in

the Company                          .................................

Relationship with other

Director of the Company       .................................

No. of Board Meeting

attended during 20XX-XX    .................................

Remuneration drawn

during 20XX-XX                   .................................

.......................................................................................

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.