Board resolution format for appointing a nominee director under Section 161(3) and the Articles, with nomination letter, sitting fees and DIR-12 in 30 days.
“RESOLVED THAT pursuant to Section 161(3) and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder, Article [●] of the Articles of Association of the Company and [the [●] Agreement dated [●] / [name of the statute]], and on the nomination received from [name of the nominating institution] (the “Nominator”) by its letter dated [●], Mr./Ms. [●] (DIN: [●]) be and is hereby appointed as a Nominee Director of the Company representing the Nominator with effect from [●], [not liable / liable] to retire by rotation, to hold office until the nomination is withdrawn by the Nominator or as otherwise provided in the Articles of Association of the Company.
RESOLVED FURTHER THAT the Nominee Director shall be entitled to [sitting fees of ₹[●] (Rupees [●] only) for each meeting attended, payable to [the Nominee Director / the Nominator] / reimbursement of expenses only], and shall not be regarded as an independent director of the Company.
RESOLVED FURTHER THAT any Director and/or the Company Secretary of the Company be and is hereby severally authorised to file e-Form DIR-12 with the Registrar of Companies within thirty days of the appointment together with the consent of the Nominee Director in Form DIR-2, to make the necessary entries in the Register of Directors and Key Managerial Personnel, and to do all such acts, deeds and things as may be necessary for giving effect to this resolution.”
No rules under this Section yet.