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Private company director appointment
To appoint a director in a private company during an Annual General Meeting (AGM), you typically require an Ordinary Resolution. Below is the standard format for both the resolution and the accompanying explanatory statement.
1. Draft Resolution (Ordinary Resolution)
"RESOLVED THAT pursuant to the provisions of Sections 152, 160, and other applicable provisions, if any, of the Companies Act, 2013, and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), [Name of the Director] (DIN: [DIN Number]), who was appointed as an Additional Director by the Board of Directors with effect from [Date of Appointment] and who holds office up to the date of this Annual General Meeting, and in respect of whom the Company has received a notice in writing from a member proposing his/her candidature for the office of Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation."
"RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to file the necessary e-forms with the Registrar of Companies and to do all such acts, deeds, and things as may be deemed necessary, desirable, or expedient to give effect to this resolution."
2. Draft Explanatory Statement (Pursuant to Section 102)
Item No. [X]
The Board of Directors, in its meeting held on [Date of Board Meeting], appointed [Name of the Director] as an Additional Director of the Company, effective from [Date], pursuant to Section 161 of the Companies Act, 2013. He/she holds office as an Additional Director only up to the date of this Annual General Meeting.
The Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013, proposing the candidature of [Name of the Director] for the office of Director of the Company.
[Name of the Director] is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given his/her consent to act as a Director.
The Board is of the opinion that his/her rich experience and expertise would be beneficial to the Company and recommends the resolution set out in Item No. [X] for approval by the members.
None of the Directors and Key Managerial Personnel of the Company or their relatives, except [Name of the Director] (to the extent of his/her appointment), are concerned or interested, financially or otherwise, in the resolution.
Key Requirements Checklist
-
DIR-2: Consent to act as a Director.
-
DIR-8: Intimation of non-disqualification.
-
Section 160 Notice: A notice in writing from a member signifying their intention to propose the candidate for the office of Director (along with a deposit, unless the candidate is recommended by the Nomination & Remuneration Committee or the Board).
-
Filing: Once passed, file Form DIR-12 with the Registrar of Companies (ROC) within 30 days of the appointment.
Summary: To appoint a director in an AGM, you must pass an Ordinary Resolution in the meeting and provide an Explanatory Statement (under Section 102) detailing the candidate's background and the Board's recommendation. Ensure you have the candidate's consent (DIR-2), declaration of non-disqualification (DIR-8), and the member's proposal notice (Section 160) on record before filing Form DIR-12.
To appoint a director in a private company during an Annual General Meeting (AGM), you typically require an Ordinary Resolution. Below is the standard format for both the resolution and the accompanying explanatory statement.
1. Draft Resolution (Ordinary Resolution)
"RESOLVED THAT pursuant to the provisions of Sections 152, 160, and other applicable provisions, if any, of the Companies Act, 2013, and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), [Name of the Director] (DIN: [DIN Number]), who was appointed as an Additional Director by the Board of Directors with effect from [Date of Appointment] and who holds office up to the date of this Annual General Meeting, and in respect of whom the Company has received a notice in writing from a member proposing his/her candidature for the office of Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation."
"RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to file the necessary e-forms with the Registrar of Companies and to do all such acts, deeds, and things as may be deemed necessary, desirable, or expedient to give effect to this resolution."
2. Draft Explanatory Statement (Pursuant to Section 102)
Item No. [X]
The Board of Directors, in its meeting held on [Date of Board Meeting], appointed [Name of the Director] as an Additional Director of the Company, effective from [Date], pursuant to Section 161 of the Companies Act, 2013. He/she holds office as an Additional Director only up to the date of this Annual General Meeting.
The Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013, proposing the candidature of [Name of the Director] for the office of Director of the Company.
[Name of the Director] is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given his/her consent to act as a Director.
The Board is of the opinion that his/her rich experience and expertise would be beneficial to the Company and recommends the resolution set out in Item No. [X] for approval by the members.
None of the Directors and Key Managerial Personnel of the Company or their relatives, except [Name of the Director] (to the extent of his/her appointment), are concerned or interested, financially or otherwise, in the resolution.
Key Requirements Checklist
-
DIR-2: Consent to act as a Director.
-
DIR-8: Intimation of non-disqualification.
-
Section 160 Notice: A notice in writing from a member signifying their intention to propose the candidate for the office of Director (along with a deposit, unless the candidate is recommended by the Nomination & Remuneration Committee or the Board).
-
Filing: Once passed, file Form DIR-12 with the Registrar of Companies (ROC) within 30 days of the appointment.
Summary: To appoint a director in an AGM, you must pass an Ordinary Resolution in the meeting and provide an Explanatory Statement (under Section 102) detailing the candidate's background and the Board's recommendation. Ensure you have the candidate's consent (DIR-2), declaration of non-disqualification (DIR-8), and the member's proposal notice (Section 160) on record before filing Form DIR-12.
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