The Board on receipt of the said notice from a member and on the recommendation of Nomination and Remuneration Committee and subject to approval of members in the ensuing AGM, has accorded its consent, to appoint Mr. /Ms. Now this person will be Additional Director Till AGM of company. The company has to mention the candidature of the additional director along with the notice to annual general meeting in explanatory statement under section 102 of the Companies Act, 2013. Itshall act according to the Article of Association of the Company. _______ possesses the requisite knowledge, experience and skill for the position of Director. Hold General Meeting and pass Ordinary Resolution for the appointment as Director. The Board recommends this resolution for approval by the Members of the Company as an ordinary resolution. The Board on receipt of the said notice from a member and on the recommendation of it's Nomination and Remuneration Committee and subject to approval of members in the ensuing AGM, has accorded its consent, to appoint Mr. /Ms. Attachment. __ of this Notice. _______will not be entitled for any remuneration as per the company policy for non-executive directors except sitting fees for attending board meetings. 3. formal declaration made by a board of directors that officially records specific decisions that are material to a business _______to be appointed as a Non-Executive Director at the ensuing AGM liable to retire by rotation. _______ holds office upto the date of the ensuing AGM on _________. Mr. /Ms. There are interesting rules relating these combos – 1. 1,00,000 (Rupees One Lakh only) from a member under Section 160 of the Act proposing the candidature of Mr. / Ms. ______________ for the office of the Director, be and is hereby appointed as a Non-Executive Director of the Company, whose period of office will be liable to determination by retirement of directors by rotation, RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and to take all such steps as may be necessary, proper or expedient to give effect to the foregoing resolution.❞. Mr. /Ms. If the shareholders approve the resolution in the annual general meetin… RESOLVED FURTHER THAT the Board of Directors of the company be and is hereby authorised to do all such acts, deeds, things and take all such steps as may be necessary, proper or expedient to give effect to the foregoing resolution … Evidence of Cessation. To consider and if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution : Mr. /Ms. Very useful. Please also check of Form-32 what u have fill about such director. _______as a Non-Executive Director liable to retire by rotation. A Directors' Resolution form is used by the board of directors in a corporation to document decisions and actions (typically) in place of a directors' meeting.. Alternatively, a Shareholders' Resolution is used by shareholders in a corporation to propose amendments, decisions, or changes to the corporation at a shareholders' … Mr. /Ms. The resolution will provide you with wording for the following purposes: Change of Name of Corporation; Acceptance of Resignation and Appointment of Director Kindly … In the event that the particular matter(s) with which the company is dealing can be handled by way of a directors' resolution, section 248A of the Act permits resolutions to be passed by multi-director companies without a meeting, if all the directors entitled to vote on the resolution sign a document containing a … File form DIR-12 for Change in Designation of Director along with the ordinary resolution. “RESOLVED THAT Mr.[ ][Name of the Director] holding DIN [ ], who was appointed as an Additional Director of the Company, by the Board of Directors in their Meeting held on [ ], under Section 161(1) of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013, (including any statutory … Maximum No. As per the provisions of Section 161(1) if the articles of a company permits, its Board of Directors has the power to appoint any person, other than a person who fails to get appointed as a director in a general meeting, as an additional director at any time who shall hold office up to the date of the next annual general meeting or the … no. There is nothing wrong in bringing clarity in the resolution. The Company has received the requisite notice in writing under Section 160 of the Act along with a deposit of Rs. 2. _______ holds office upto the date of the ensuing AGM on _________. ADDITIONAL DIRECTOR DIRECTOR MANAGING DIRECTOR SECTION 161 OF THE ... Board Meeting. _______ as a Non-Executive Director liable to retire by rotation. A person cannot be an Executive director and non–executive director same time. For any reason, if the resolution is not placed before the General meeting or not passed at the General Meeting, the office of such additional director shall automatically vacate. Except Mr. /Ms. A new director … 1. 4(b): Mr. Hiroaki Takayama was appointed as Additional Director w.e.f. What is an Appoint or Remove Directors? _______ (DIN: ___________), Indian Citizen, aged __ yrs (Date of Birth -__________), is a ............................................................ (b) Nature of Expertise in specific functional areas - ............................................................ (c) Disclosure of relationships between directors inter-se - ............................................................ (d) Names of listed entities in which the person also holds the directorship and the membership of Committees of the board: - Names of Listed entities (other than the Company) in which the Director holds directorship - ............................................................ - Names of Listed entities (other than the Company) in which the Director holds chairmanship in. _______ (DIN: ___________), on the recommendation of the Nomination and Remuneration Committee was appointed as an Additional Director with effect from _______ by the Board in accordance with the Article __ of the Articles of Association and Section 161 of the Companies Act 2013 ("the Act"). 6. Board Resolution - Change in designation from WTD / MD to Non-Executive Director Authored by Dokmart Draft Board Resolution along with Preamble for Change in designation from Whole Time Director / Managing Director to Non-Executive Director, liable to retire by rotation. Knowledge Partner: eMinds Legal, Advocates & Solicitors, Knowledge Partner: eMinds Legal, Advocates & Solicitors, Supplement to Corporate Law Referencer 5th Edition unveiled, Webinar on Building World Class Compliance Framework, eMinds Legal releases Corporate Law Referencer, 5th Edition, 2019-20, MCA provides clarification on Extension of Annual General Meeting (AGM) for the Financial Year ended on 31st March, 2020, Ministry of MSME issues criteria of investment and turnover calculation for classification under new definition of MSME, SEBI further extends timelines for submission of Annual Secretarial Compliance Report, SEBI further extends timelines for submission of financial results for the quarter/half year/financial year, Extension of timelines for creation of Deposit Repayment Reserve and investment of 15% amount of maturing Debentures, Disqualification of Directors for non filing of Annual Returns, MCA relaxes additional fees and grants extension of last date of filing of Form BEN-2 and BEN-1, Agile Form (Form-INC-35) : A Government Step Toward Ease Of Doing Business, Form ACTIVE (Active Company Tagging Identities and Verification)-Companies (Incorporation) Amendment Rules, 2019, Extension for last date of filing initial return in MSME Form 1.