Template Description

This template provides a structured framework for drafting a board resolution for the appointment of a director. It is a 2-page MS Word document designed to assist companies in formalizing the appointment of a new director in accordance with statutory requirements. Its intended audience includes company directors, company secretaries, legal professionals, and corporate governance experts who are responsible for ensuring compliance with the Companies Act, 2013.

Understanding a Board Resolution for Director Appointment

Terminologies:

•   Board Resolution: A formal decision made by the board of directors during a meeting, which is documented for official purposes.
•   Section 152 of the Companies Act, 2013: Governs the appointment of directors in a company and outlines the requirements for qualification, consent, and documentation.
•    Articles of Association (AOA): The company’s internal rules governing the appointment and responsibilities of directors.

Procedure for Director Appointment:

Convene Board Meeting:

• Schedule a meeting of the board of directors as per the requirements of the Companies Act, 2013, and the company’s Articles of Association.
• Hold the meeting at the registered office or via an appropriate communication mode.

Approval for Director Appointment:

• Pass a resolution to appoint the new director, stating their name, the terms of appointment, and the effective date.
• Ensure compliance with Section 152 and relevant rules under the Companies (Appointment and Qualification of Directors) Rules, 2014.

Obtain Director’s Consent:

• Secure written consent from the individual being appointed, agreeing to serve as a director of the company.
• Confirm that the individual does not disqualify under any of the provisions outlined in the Companies Act, 2013.

Filing of DIR-12:

• File the necessary e-form DIR-12 with the Registrar of Companies (ROC) to notify the appointment of the new director.
• Submit supporting documents, including the board resolution and consent to act as director.

Director's Induction:

• Introduce the newly appointed director to the board and provide them with relevant information about their duties and responsibilities.

Certification:

• Provide a certified true copy of the resolution for internal records or to external authorities if required.

Conclusion

The appointment of a director is a significant step for any company and must be done in accordance with statutory guidelines and the company’s internal governance framework. This board resolution formalizes the board’s decision to appoint a director, outlines the process for obtaining necessary approvals, and ensures compliance with regulatory requirements. Proper documentation, such as this resolution, is essential for corporate governance and regulatory filings.