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General Meeting Resolution For Appointment Of Director Template for India

A General Meeting Resolution for Appointment of Director is a formal document used in Indian corporate governance to record shareholders' approval for appointing a new director to the company's board. This document, governed by the Companies Act, 2013, captures essential details including the meeting proceedings, director's information, statutory declarations, and voting results. It serves as legal evidence of compliance with Indian corporate law requirements and forms part of the company's official records that must be filed with the Registrar of Companies. The resolution includes specific declarations required under Indian law regarding director qualifications and eligibility.

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What is a General Meeting Resolution For Appointment Of Director?

A General Meeting Resolution For Appointment of Director is a crucial corporate governance document required under Indian law whenever a new director is appointed to a company's board through shareholder approval. This document is mandated by the Companies Act, 2013, and must be prepared for both public and private companies in India. It's typically used during Annual General Meetings (AGM) or Extraordinary General Meetings (EGM) when new directors are appointed, existing directors are reappointed, or when filling casual vacancies. The resolution must include specific information about the appointee, including their Director Identification Number (DIN), qualifications, and statutory declarations confirming their eligibility. For listed companies, additional compliance requirements under SEBI regulations must also be addressed in the resolution. This document forms part of the company's permanent records and must be filed with the Registrar of Companies within specified timeframes.

What sections should be included in a General Meeting Resolution For Appointment Of Director?

1. Title and Meeting Information: Details of the company name, meeting type (Annual General Meeting/Extraordinary General Meeting), date, time, and venue

2. Notice and Quorum: Confirmation that proper notice was given and quorum was present as per Companies Act requirements

3. Chairperson: Name of the person chairing the meeting and their appointment as chairperson

4. Resolution Text: The main resolution text for appointing the director, including their DIN (Director Identification Number), effective date, and designation

5. Director Details: Basic information about the appointee including name, address, DIN, and date of birth

6. Statutory Declarations: Confirmation that the appointee meets qualification requirements and is not disqualified under Section 164 of the Companies Act

7. Voting Results: Results of the vote on the resolution, including number of votes for and against

8. Closure: Formal closure of the meeting with signature of the chairperson

What sections are optional to include in a General Meeting Resolution For Appointment Of Director?

1. Additional Terms of Appointment: Used when specific terms like remuneration, tenure, or special responsibilities need to be included

2. Independent Director Declaration: Required when appointing an independent director, including additional declarations under Section 149

3. Compliance with SEBI Requirements: Required for listed companies to confirm compliance with SEBI regulations

4. Committee Appointments: Used when the director is simultaneously being appointed to board committees

5. Special Qualifications: Required when the appointment is for a specialized position requiring specific qualifications or expertise

What schedules should be included in a General Meeting Resolution For Appointment Of Director?

1. Consent to Act as Director (Form DIR-2): Signed consent form from the appointed director

2. Director Declaration (Form MBP-1): Declaration of interest in other entities

3. Director Identification Details: Copy of DIN allotment and proof of identity/address

4. Qualification Documents: Copies of relevant qualification certificates and experience letters, if applicable

5. Independent Director Declaration: Declaration of independence as per Companies Act (if applicable)

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

India

Publisher

Genie AI

Cost

Free to use

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