Resolution for Regularisation of Additional Director: A Draft

What is this resolution for?

The specimen of the general meeting resolution provided in this blog is for the regularisation of an additional director. The additional director appointed by the Board holds office up to the date of the next annual general meeting or the last date on which the annual general meeting should have been held, whichever is earlier. Thus, his regularisation is important.

Key points (Resolution for Regularisation of Additional Director)

• The additional director himself or some other member intending to propose him as a director should send a notice in writing not less than fourteen days before the meeting, signifying his intention to propose him as a director along with the deposit of one lakh rupees or any such higher amount as may be prescribed.
• The deposit will be refunded if the person proposed gets elected as a director or gets more than twenty-five percent of the total valid votes cast either on show of hands or on poll on such resolution.
• The deposit is not applicable in case the appointment is recommended by the Nomination and Remuneration Committee or the Board of Directors.
• On receipt of the above notice, the company should, at least seven days before the general meeting, inform its members of the candidature of the concerned person for the office of the director or the intention of a company’s member to propose such person as a candidate for that office.
• The certified true copy of the resolution can be forwarded by any director or Company Secretary.
• The Company should file Form DIR-12 with the Registrar of Companies within 30 days of the regularisation of the additional director. This form is used for intimating the change in designation of a director, appointment, resignation, etc.

Explanatory Statement

Pursuant to Section 102 of the Companies Act, 2013, the following Explanatory Statement sets out all material facts relating to the business mentioned under Item No. ……of the accompanying Notice dated …………:

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee (if applicable), in its meeting held on (date of meeting) appointed Mr. (Name of the additional director) as an additional director. 

In terms of Section 161(1) of the Act, Mr. (Name of the additional director) holds office only up to the date of the forthcoming Annual General Meeting (AGM) of the Company. A notice under Section 160(1) of the Act has been received from a Member signifying his intention to propose Mr. (Name of the additional director)’s appointment as a Director.

Keeping in view his experience and qualifications, it is in the best interest of the Company if he is appointed as a Director of the Company.

The details of Mr. (Name of the additional director) as required to be given, pursuant to the Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India, are as under:

Age	:	……. years
Qualification	:	………..
First Appointment on the Board	:	………..
Terms and conditions of re-appointment along with details of remuneration sought to be paid	:	He is entitled to sitting fees for attending meetings of the Board/Committee
	:
Last Drawn Remuneration	:	….
No. of shares held as of 31 March 20…	:	…..
Relationship with other Directors/Managers/KMP	:	…..
No. of Board meetings attended during the year	:	…………

The details of directorships and committee memberships of Mr. (Name of the additional director) in other companies are as under:

Name of the Company	Board position held	Committee position held

Except for Mr. (Name of the additional director) and his relatives, none of the Directors and/or Key Managerial Personnel of the Company and/or their relatives are deemed to be concerned or interested, financially or otherwise in the said resolution except to the extent of their shareholding, if any.

The Board recommends the resolution under Item No. ……… for approval of the members.

Draft Ordinary Resolution for Regularisation of the additional director

Given below is a format of Ordinary Resolution for Regularisation of the additional director.

On Company Letterhead

Ordinary Resolution

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE MEMBERS OF (NAME OF COMPANY) IN ITS ANNUAL GENERAL MEETING HELD AT (REGISTERED OFFICE) ON (DATE) AT (TIME)

“RESOLVED THAT in accordance with the provisions of Sections 152, 161 and other applicable provisions, if any, of the Companies Act, 2013 (the Act) and the rules made thereunder (including any statutory modification(s) or re-enactment thereof, for the time being in force), Articles of Association of the Company and the recommendations of the Nomination and Remuneration Committee (if applicable), Mr./Mrs. (Name of the additional director) (DIN:…………), who was appointed as an Additional Director of the Company with effect from (Date of appointment by Board) and who holds office up to the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing under Section 160 (1) of the Act from a member proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts and things as may be necessary, proper, or expedient to give effect to this resolution.”

___________________________________________________

For (COMPANY’s NAME)

(Name of Director)

Director

DIN: ___________

Date: ___________

Note: The resolution given above is only for reference purposes and it should be used only after adhering to the provisions of the relevant Acts and rules (if any) that may be applicable for the time being in force.

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