Ordinary resolution format for appointing an independent director under Sections 149 and 152, with IICA data bank and a special resolution for listed entities.
To consider and, if thought fit, to pass, with or without modification(s), the following resolution as [an Ordinary Resolution / a Special Resolution]:
“RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 [and Regulations 17 and 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015], Mr./Ms. [●] (DIN: [●]), who meets the criteria of independence under Section 149(6) of the said Act, has submitted a declaration to that effect and whose name is included in the data bank of independent directors maintained by the Indian Institute of Corporate Affairs, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, for a term of [●] consecutive years from [●] to [●].
RESOLVED FURTHER THAT Mr./Ms. [●] shall be entitled to sitting fees for attending meetings of the Board and its Committees, reimbursement of expenses and such profit-related commission as the members may approve, within the limits of Section 197 of the said Act.
RESOLVED FURTHER THAT any Director and/or the Company Secretary of the Company be and is hereby severally authorised to issue the letter of appointment, to file e-Form DIR-12 [and e-Form MGT-14] with the Registrar of Companies within thirty days, and to do all such acts, deeds and things as may be necessary for giving effect to this resolution.”