The Shareholder Resolution For Appointment Of Director is a critical corporate governance document used in Indian companies when appointing new members to the board of directors. It is required under the Companies Act, 2013, and must be passed either at a general meeting or through circular resolution. This document is essential when a company needs to appoint new directors, whether due to expansion, replacement of retiring directors, or compliance with statutory requirements for board composition. The resolution includes crucial information such as the director's credentials, terms of appointment, and compliance declarations. For listed companies, additional requirements under SEBI regulations must be addressed. The document serves as legal evidence of proper corporate procedure and shareholder approval, requiring submission to the Registrar of Companies and, where applicable, to stock exchanges.
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1. Title and Type of Resolution: Specifies that this is a shareholder resolution and whether it's an ordinary or special resolution
2. Company Details: Full legal name of the company, CIN, and registered office address
3. Meeting Details: Date, time, and venue/mode of the meeting where the resolution is being passed
4. Statutory Reference: Reference to relevant sections of Companies Act, 2013 and other applicable laws
5. Proposed Director Details: Full name, DIN, address, and other relevant details of the proposed director
6. Resolution Text: The main body of the resolution stating the appointment decision
7. Effective Date: The date from which the appointment becomes effective
8. Terms of Appointment: Key terms including tenure, role, and basic responsibilities
9. Certification: Certification by the Chairman/Company Secretary regarding the passing of resolution
1. Remuneration Details: Include when the resolution also covers director's remuneration terms
2. Committee Appointments: Include when the director is also being appointed to specific board committees
3. Independent Director Declaration: Required when appointing an independent director, including confirmation of independence criteria
4. Explanatory Statement: Detailed explanation required for special resolutions or when additional context is needed
5. Shareholding Declaration: Include when the director holds shares in the company or related entities
6. Interest Declaration: Include when other directors have interest in the appointment
1. Director Consent Form (DIR-2): Consent to act as director in prescribed form
2. Director Information Form (DIR-8): Declaration of non-disqualification under Section 164
3. KYC Documents: Identity and address proof of the appointed director
4. Qualification Certificate: Copies of relevant educational and professional qualifications
5. Independence Declaration: For independent directors, declaration meeting independence criteria under Section 149
6. Brief Profile: Professional background and expertise of the appointed director
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