The Appointing A Director By Ordinary Resolution document is a crucial corporate governance instrument used in Indian companies when appointing new directors through shareholder approval. This document is required under the Companies Act, 2013, when a company needs to appoint a director through a simple majority vote of shareholders. It's typically used for routine director appointments, whether in annual general meetings or through postal ballots. The document must comply with Sections 152 and 160 of the Companies Act, 2013, and include specific declarations regarding director qualifications and eligibility. For listed companies, additional SEBI compliance requirements must be incorporated. The resolution becomes a permanent record of the company's decision-making process and must be maintained in the company's statutory records.
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1. Company Details: Full legal name of the company, CIN, registered office address
2. Resolution Title: Clear indication that this is an ordinary resolution for director appointment
3. Date and Meeting Reference: Date of the general meeting or postal ballot through which the resolution is to be passed
4. Resolution Text: The formal resolution text stating the appointment of the named person as director
5. Statutory Context: Reference to relevant sections of Companies Act, 2013 under which the appointment is being made
6. Effective Date: The date from which the appointment becomes effective
7. Authentication: Space for Chairman's signature or company secretary's certification of the resolution
1. Explanatory Statement: Required if the resolution is being passed through postal ballot or if the appointment is of an independent director, providing detailed background of the candidate
2. Terms of Appointment: Include when there are specific terms or conditions attached to the appointment
3. Remuneration Details: Required when the resolution includes approval of director's remuneration
4. Additional Disclosures: Required for listed companies as per SEBI LODR regulations
1. Schedule A - Director Details: Personal information including DIN, address, qualifications, and experience of the proposed director
2. Schedule B - Director's Consent: Form DIR-2 - Consent to act as director
3. Schedule C - Director's Declaration: Declaration that the person is not disqualified under Section 164 of the Companies Act, 2013
4. Schedule D - Interest Disclosure: Disclosure of director's interest in other companies/entities as per Section 184
Relevant legal definitions
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Manufacturing
Technology
Financial Services
Healthcare
Retail
Infrastructure
Energy
Telecommunications
Professional Services
Real Estate
Education
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Media and Entertainment
Relevant Teams
Legal
Compliance
Corporate Secretarial
Board of Directors
Corporate Governance
Regulatory Affairs
Administrative
Relevant Roles
Company Secretary
Legal Counsel
Compliance Officer
Corporate Lawyer
Board Secretary
Director
Managing Director
CEO
General Counsel
Corporate Governance Officer
Legal Manager
Regulatory Affairs Manager
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