Appointment Of Additional Director - BR

Resolution Of The Board For Appointment Of Additional Director

“RESOLVED THAT pursuant to the provisions of article ________ of the Articles of Association of the company, Shri _________ who has signified his consent to act as a director, be and is hereby appointed as an additional director of the company to hold office till the next annual general meeting.”

“RESOLVED FURTHER THAT Shri _______ Secretary/Director be and is hereby authorized to affix digital signature and submit Form MR-2 with the Registrar of Companies and to do all such acts and deeds as may be required to be done in this regard.”

Appointing a Managing Director - BR

Board Resolution Appointing a Person as Managing Director, Who Is Managing Director Or Manager Of One Other Company

The chairman informed the meeting that –

(i) Shri ____________ is the managing director of ABC Ltd., which is a wholly-owned subsidiary of this company;

(ii) For administrative convenience and better functioning of both the companies, this company is desirous of appointing the said Shri _____________ as its managing director and the said

Shri _____________ is willing to accept the appointment as managing director of this company without any remuneration.

(iii) Shri ____________ is already a director of this company and is competent and not disqualified to be appointed as the managing director of this company and pursuant to proviso to Sub-section (3) of Section 203 of the Companies Act, 2013, due specific notice of this meeting and of the proposed resolution has been given to all the directors for the time being present in India.

The meeting discussed the matter and passed the following resolution:

“RESOLVED THAT consent of all the directors present at the meeting be and is hereby accorded to the appointment of Shri _____________, who is managing director of ABC Ltd. also, as the managing director of this company without any remuneration and the managing director shall exercise such powers and perform such functions as the Board of directors may, from time to time require him to exercise and perform.”

Regularisation of Additional Director - OR

Ordinary Resolution for regularisation of an Additional Director pursuant to Section 161 of Companies Act, 2013

For Private Companies

“RESOLVED THAT pursuant to the provisions of Section 161 of the Companies Act, 2013 and Rules framed thereunder (including any statutory modification(s) or re-enactments thereof for the time being in force), Mr. ____________ (DIN: _______) who was appointed as an Additional Director of the Company by the Board of Directors and who holds office upto the date of this Annual General Meeting, be and is hereby appointed as Director of the Company, whose term shall be liable to retirement by rotation.”

For  Other Companies

“RESOLVED THAT pursuant to the provisions of Section 161 of the Companies Act, 2013 and Rules framed thereunder (including any statutory modification(s) or re-enactments thereof for the time being in force), Mr. ____________ (DIN: _______) who was appointed as an Additional Director of the Company by the Board of Directors and who holds office upto the date of this Annual General Meeting 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 the candidature of Mr. _____________ for the office of Director of the Company, be and is hereby appointed as Director of the Company, whose term shall be liable to retirement by rotation.”