Specimen Resolution
“RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 and Clause 49 of the Listing Agreement, Mr. who was appointed as a Director liable to retire by rotation and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company to hold office for the period to , whose period of appointment shall not be liable to retire by rotation.”
Explanatory Statement
Mr. is a Non- executive Director of the Company liable to retire by rotation.
It is proposed to appoint Mr. as independent director in terms of Section 149 and any other applicable provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement to hold office for a period of five years consecutive years.
Notice in writing from member under sec. 160(1) of the Companies Act 2013 has been received along with a deposit of Rs. 1,00,000/- proposing the appointment of Mr. as independent director.
The Company has received consent in writing from Mr. to act as Director in Form DIR-2 pursuant to Rule 8 of Companies (Appointment & Qualification of Directors) Rules, 2014. The Company has received a declaration from Mr. that he meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and the Listing Agreement. In the opinion of the Board Mr. fulfill the conditions for appointment as Independent Director as specified in the Companies Act, 2013. Mr. are independent of the management.
Further, Mr. is not disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013 and have given their intimation in Form DIR-8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014 to the effect that they are not disqualified under sub section (2) of section 164 of the Companies Act, 2013.
Copy of the draft letters for his appointment as Independent Director setting out the terms and conditions are available for inspection by members at the Registered Office of the Company between 11.00 A.M. to 1.00 P.M. on any working day upto the date of the AGM.
Mr. is interested in the resolutions set out respectively at Item No. of the Notice with regard to their respective appointments.
The relatives of Mr. may be deemed to be interested in the resolutions set out respectively at Item No. of the Notice, to the extent of their shareholding interest, if any, in the Company.
Except Mr. ( Name of the appointee director )none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in these resolutions
Thanks & Regards
RAVI GARG (CS)
91-7838204665,
Resolution For Appointment Of Independent Director Of The Company Specimen Resolution
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