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Board Resolution for Appointment of Whole Time Director
CERTIFIED TRUE COPY OF THE BOARD RESOLUTION
Passed at the Meeting of the Board of Directors of the Company
________________
CIN: ________________
Registered Office: ________________
Email: ________________
Date of Meeting: __________
Time: ______ (Hours)
Venue: ________________
SUBJECT: APPOINTMENT OF WHOLE TIME DIRECTOR
Name of Director: ________________
DIN: ________________
"RESOLVED THAT pursuant to the provisions of Sections 196, 197, and 203 read with Schedule V and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), and in accordance with the Articles of Association of the Company, and subject to the approval of shareholders in the next general meeting and such other approvals as may be required from the Central Government or any other authority, the consent of the Board of Directors be and is hereby accorded for the appointment of:
Mr./Ms. ________________ (DIN: __________)
as Whole Time Director of the Company, whose office shall be liable to determination by retirement by rotation, for a period of:
Tenure: ________________
From: __________
To: __________
The remuneration for the aforesaid period shall be paid on such terms and conditions as approved by the Nomination and Remuneration Committee in its meeting.
RESOLVED FURTHER THAT in the event of loss or inadequacy of profits in any financial year during the tenure of appointment, the Whole Time Director shall be entitled to receive salary, perquisites, and other allowances subject to the ceiling limits specified in Schedule V of the Companies Act, 2013 as amended from time to time, and subject to the approval of the Central Government, if so required, in accordance with the provisions of the Companies Act, 2013.
RESOLVED FURTHER THAT any Director or the Company Secretary of the Company be and is hereby authorised to sign and submit the necessary forms, papers, and documents with the Registrar of Companies to give effect to this resolution, and to do all such acts, deeds, and things as may be necessary or expedient in this regard.
For ________________
Signature: _________________________
Name:
Designation:
DIN:
Board Resolution for Appointment of Whole Time Director
Professional Format Guide for Corporate Compliance
Introduction
A Board Resolution for Appointment of Whole Time Director is a formal corporate document that records the consent of the Board of Directors to appoint an individual as a Whole Time Director of the company. Under the Companies Act, 2013, prior approval of the Board is mandatory before appointing any person to this position.
A Whole Time Director is in the whole-time employment of the company and is entrusted with substantial managerial responsibilities. This resolution must be followed by shareholder approval through an ordinary resolution and subsequent filing of Form DIR-12 with the Registrar of Companies. The document is commonly reviewed during statutory audits and annual compliance checks.
Benefits of Using a Standard Format
Using a professionally drafted board resolution format ensures that all statutory requirements under the Companies Act, 2013 are properly addressed. A standard template saves time, reduces procedural errors, and ensures consistency in documenting key details such as tenure, remuneration, and regulatory references.
Standardised formats also help in smoother processing of ROC filings and support efficient corporate governance practices.
Relevance to Corporate Compliance
Appointment of a Whole Time Director triggers multiple compliance requirements. After Company Registration, businesses often appoint key managerial personnel to manage operations. The board resolution forms part of the mandatory documentation for filing Form DIR-12 with the Registrar of Companies.
Proper documentation supports ongoing secretarial compliance and audit requirements, ensuring transparency and regulatory adherence.
Board Resolution for Appointment of Whole Time Director – Sample Format
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 __________ (Date) at __________ (Time) at __________ (Venue)
SUBJECT: Appointment of Whole Time Director
Name of Director: _______________________________
DIN: _______________________________
RESOLVED THAT pursuant to the provisions of Sections 196, 197, and 203 read with Schedule V and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and subject to approval of the members of the Company, the consent of the Board be and is hereby accorded for the appointment of Mr./Ms. _______________________________ (DIN: __________) as Whole Time Director of the Company.
The appointment shall be for a tenure of five (5) years commencing from __________ (Date) and ending on __________ (Date), on such terms and conditions including remuneration as approved by the Nomination and Remuneration Committee.
RESOLVED FURTHER THAT in the event of loss or inadequacy of profits during the tenure, the Whole Time Director shall be paid remuneration in accordance with the limits specified in Schedule V of the Companies Act, 2013, subject to requisite approvals, if any.
RESOLVED FURTHER THAT any Director or the Company Secretary of the Company be and is hereby authorised to file Form DIR-12 and other necessary documents with the Registrar of Companies and to do all such acts as may be required to give effect to this resolution.
For _______________________________ (Company Name)
Signature: _______________________________
Name: _______________________________
Designation: _______________________________
DIN: _______________________________
Frequently Asked Questions
1. Who can sign the board resolution for appointment of Whole Time Director?
Any director present at the board meeting or the company secretary may sign the certified true copy of the resolution, as authorised by the Board.
2. Is the signature of all directors mandatory?
No. The resolution is passed by a majority of directors present and voting at a duly convened board meeting. Only an authorised signatory needs to sign the certified copy.
3. Which resolutions are required for appointment of Whole Time Director?
A board resolution is required to recommend the appointment, followed by an ordinary resolution passed by shareholders at a general meeting.
4. Can the resolution be passed by circulation?
No. Appointment of a Whole Time Director must be approved at a duly convened board meeting and cannot be passed by circulation.
5. Which ROC form is filed for appointment of Whole Time Director?
Form DIR-12 must be filed with the Registrar of Companies within 30 days of appointment along with supporting documents.
