Draft Resolution for appointment-Nominee Director/Chairman

Specimen Resolution to appoint a Nominee Director:

RESOLVED THAT pursuant to Article.... of the Articles of Association of the Company and Section 255 of the Companies Act,1956 Shri ................................... representative of M/s ..................................... be and is hereby appointed as a Nominee Director of the Company.

FURTHER RESOLVED THAT the Company Secretary be and is hereby authorised to file Form 32 with the Registrar of Companies and to do all such acts and things as may be necessary to give effect to this resolution.

Specimen Resolution to appoint a Nominee Director:

RESOLVED THAT pursuant to Article.... of the Articles of Association of the Company and Section 255 of the Companies Act,1956 Shri ................................... representative of M/s ..................................... be and is hereby appointed as a Nominee Director of the Company.

FURTHER RESOLVED THAT pursuant to Article..... of the Articles of Association of the Company, he will act as Chairman of the Board to preside at all meetings of the Board as well as General Meetings.

FURTHER RESOLVED THAT the Company Secretary be and is hereby authorised to file Form 32 with the Registrar of Companies and to do all such acts and things as may be necessary to give effect to this resolution.

how can v appoint u/s 255 in board meeting.

Sir, our Company is paid bank loan fully. and now want to remove nominee director and also want to appoint such person ( nominee directoe after removal) as a independent Director. please guide me it is possible. and also give me Board resolution for removal of nominee director and appointment of independent Director.