Draft Format - Appointment of Additional Director

The draft format pertains to the Board Resolution for the Appointment of Additional Director to the Board

Item No. [*]

APPOINTMENT OF MR. ABC AS ADDITIONAL DIRECTOR TO THE BOARD

The chairman informed that to strengthen the expertise among Board, it is proposed to appoint Mr. ABC as Additional Director to the Board and placed before the Board the consent in DIR-2, declaration in DIR-8 and notice of disclosure of interest in MBP-1.

The Board discussed the matter and passed the following resolution unanimously:

“RESOLVED THAT pursuant to the provisions of Section 152, 161(1) and any other applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force, and provisions of the Articles of Association of the Company, the Consent of the Board be and is hereby accorded to appoint Mr. ABC as Additional Non-Executive Director to the Board with immediate effect who shall hold office upto the date of ensuing Annual General Meeting of the Company or the last date on which the Annual General Meeting should have been held, whichever is earlier.
RESOLVED FURTHER THAT any Director of the Company be and are hereby severally authorized to file all necessary e-forms with the Registrar of Companies (RoC) and authorise to give the intimation to other departments as may be necessary and further authorise to do all such acts, deeds, matters and things as may be necessary, proper, expedient or desirable to give effect to this resolution and/or to make modifications as may be deemed to be in the best interest of the Company.
RESOLVED FURTHER THAT the consent for appointment as additional director given in form DIR-2, declaration in form DIR-8 and form MBP-1 disclosing interest of the Director as submitted by Mr. ABC (DIN: 01234567) be and are hereby noted by the Board.
RESOLVED FURTHER THAT Certified True Copy of the Resolution be provided to all concerned under the hands of any Director of the Company.”

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