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Board Resolution for Appointment of Independent Director
CERTIFIED TRUE COPY OF THE BOARD RESOLUTION
Passed at the Meeting of the Board of Directors of the Company
________________
CIN: ________________
Registered Office: ________________
Email: ________________
CERTIFIED TRUE COPY OF THE BOARD RESOLUTION
Passed at the Meeting of the Board of Directors of the Company
Date of Meeting: __.__.______
Time: ______ (Hours)
Venue: Registered Office of the Company at ________________
SUBJECT: APPOINTMENT OF INDEPENDENT DIRECTOR
"RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), and subject to the approval of the Members of the Company at the ensuing General Meeting:
Name of Director: ________________________
DIN: ________________________
who meets the criteria for independence as provided in Section 149(6) of the Act and who has submitted a declaration to that effect, and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing his/her candidature for the office of Director, be and is hereby appointed as a Non-Executive Independent Director of the Company, not liable to retire by rotation, and to hold office for a term of:
Term: Five (5) consecutive years
Commencement Date: ________________________
End Date: ________________________
RESOLVED FURTHER THAT the terms and conditions of appointment of the Independent Director shall be in accordance with Schedule IV of the Companies Act, 2013 and the letter of appointment issued to the Independent Director, which shall be open for inspection by members at the Registered Office of the Company during normal business hours.
RESOLVED FURTHER THAT any Director or the Company Secretary of the Company be and is hereby authorised to:
- File Form DIR-12 (Particulars of appointment of Directors and the Key Managerial Personnel and the changes among them) with the Registrar of Companies within the prescribed time;
- Make necessary entries in the Register of Directors and Key Managerial Personnel and their Shareholding;
- Issue the letter of appointment to the Independent Director in accordance with Schedule IV;
- Convene the General Meeting for seeking approval of members for the appointment;
- Do all such acts, deeds, matters, and things as may be necessary, proper, or expedient to give effect to this resolution."
For ________________
Signature: _________________________
Name:
Designation:
DIN:
Place:
Date:
Board Resolution for Appointment of Independent Director
Professional Format Guide for Indian Companies
Introduction
A Board Resolution for Appointment of Independent Director is a formal corporate document that records the decision of the Board of Directors to appoint an Independent Director to the Board of the Company. Under Section 149 of the Companies Act, 2013 read with Schedule IV and the Companies (Appointment and Qualification of Directors) Rules, 2014, certain classes of companies are required to appoint Independent Directors.
Independent Directors play a vital role in corporate governance by providing objective judgement, independent oversight, and professional expertise. The board resolution records the director’s name and DIN, confirms eligibility and independence under the Act, acknowledges receipt of notice under Section 160, and specifies the tenure of appointment, which is generally five consecutive years. Independent Directors are not liable to retire by rotation. Form DIR-12 must be filed with the Registrar of Companies to record the appointment.
Benefits of Using a Standard Format
Using a professionally drafted board resolution format ensures compliance with the Companies Act, 2013, Schedule IV, and the Companies (Appointment and Qualification of Directors) Rules, 2014. A standard template saves time, reduces the likelihood of procedural errors, and ensures consistency in corporate documentation.
Standardised formats also facilitate smoother ROC filings and proper maintenance of statutory records related to director appointments.
Relevance to Corporate Governance
Appointment of Independent Directors is a key corporate governance requirement. Companies that meet the prescribed thresholds must appoint Independent Directors within stipulated timelines. Prior to appointment, companies must verify the candidate’s eligibility, qualifications, integrity, and absence of disqualifications under the Act.
Form DIR-12 must be filed with the Registrar of Companies within thirty days of appointment along with the Independent Director’s consent in Form DIR-2 and declaration of independence.
Board Resolution for Appointment of Independent Director – Sample Format
[To be printed on Company Letterhead]
Company Name: _______________________________
CIN: _______________________________
Registered Office: _______________________________
Email: _______________________________
CERTIFIED TRUE COPY OF THE BOARD RESOLUTION
Passed at the Meeting of the Board of Directors of the Company held on __.__.______ at ______ (Hours) at the Registered Office of the Company situated at ________________________
SUBJECT: Appointment of Independent Director
RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014, and subject to the approval of the Members of the Company:
Name of Director: ________________________
DIN: ________________________
who meets the criteria of independence under Section 149(6) of the Act and who has submitted the required declaration and in respect of whom the Company has received a notice under Section 160 of the Act, be and is hereby appointed as a Non-Executive Independent Director of the Company, not liable to retire by rotation, for a term of:
Term: Five (5) consecutive years
Commencement Date: ________________________
End Date: ________________________
RESOLVED FURTHER THAT the terms and conditions of appointment shall be in accordance with Schedule IV of the Companies Act, 2013 and the letter of appointment issued to the Independent Director.
RESOLVED FURTHER THAT any Director or the Company Secretary be and is hereby authorised to file Form DIR-12 with the Registrar of Companies, issue the letter of appointment, make statutory entries, convene the General Meeting for member approval, and do all such acts as may be necessary to give effect to this resolution.
CERTIFIED TRUE COPY
For _______________________________ (Company Name)
Signature: _______________________________
Name: _______________________________
Designation: _______________________________
DIN: _______________________________
Frequently Asked Questions
1. Who can be an authorised signatory for this board resolution?
Any director or the company secretary of the company can certify and sign the board resolution for appointment of an independent director.
2. Is the signature of all directors mandatory?
No. The resolution is passed by majority at a duly convened board meeting, and the certified true copy may be signed by a single authorised director or the company secretary.
3. Which resolution is required for appointment of an independent director?
A board resolution is required to recommend the appointment, followed by an ordinary resolution of shareholders at the General Meeting for approval.
4. Is professional certification mandatory?
Professional certification is not mandatory for the board resolution itself. However, Form DIR-12 filing may require certification by a practising professional.
5. Can this resolution be passed without a board meeting?
No. Appointment of directors must be approved at a duly convened board meeting and cannot be passed by circulation.
6. Which form is required to be filed?
Form DIR-12 must be filed with the Registrar of Companies within thirty days of appointment along with Form DIR-2 and declaration of independence.
