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General Meeting Resolution For Appointment Of Director

General Meeting Resolution For Appointment Of Director Template for India

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Key Requirements PROMPT example:

General Meeting Resolution For Appointment Of Director

"I need a General Meeting Resolution for Appointment of Director for our private limited company to appoint Mr. Rajesh Kumar as a regular director effective March 15, 2025, to be passed at our upcoming AGM."

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Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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 | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Banking & Financial Services

Information Technology

Manufacturing

Healthcare

Retail

Real Estate

Infrastructure

Telecommunications

Energy

Education

Professional Services

Media & Entertainment

Automotive

Agriculture

Mining

Pharmaceuticals

Transportation & Logistics

Consumer Goods

Hospitality

Non-Profit Organizations

Relevant Teams

Legal

Compliance

Corporate Secretarial

Board of Directors

Corporate Governance

Regulatory Affairs

Corporate Affairs

Executive Leadership

Administrative Support

Shareholder Relations

Relevant Roles

Company Secretary

Corporate Lawyer

Compliance Officer

Board Director

Managing Director

Chief Executive Officer

Legal Counsel

Corporate Governance Officer

Board Chairman

Chief Legal Officer

Company Director

Independent Director

Non-Executive Director

Executive Director

Whole-Time Director

Industries
Companies Act, 2013 - Section 152: Covers the appointment of directors, including procedural requirements, qualifications, and conditions for appointment
Companies Act, 2013 - Section 160: Details the right of persons other than retiring directors to stand for directorship and notice requirements
Companies Act, 2013 - Section 164: Specifies disqualifications for appointment of director
Companies Act, 2013 - Section 149: Provides for general provisions regarding composition of Board and qualifications of directors, including provisions for independent directors
Companies Act, 2013 - Section 170: Requires maintenance of register of directors and key managerial personnel
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015: Specifies additional requirements for listed companies regarding director appointments and board composition
Companies (Appointment and Qualification of Directors) Rules, 2014: Provides detailed rules regarding director appointments and qualifications
Companies (Management and Administration) Rules, 2014: Contains rules regarding conduct of general meetings and passing of resolutions
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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