A Board Resolution To Appoint Director is a mandatory corporate document required under Indian law whenever a company appoints a new director to its board. This document is essential for compliance with the Companies Act, 2013, and must be prepared in accordance with the company's Articles of Association. The resolution is typically passed at a board meeting where quorum requirements are met, and it must include specific details about the appointee, including their Director Identification Number (DIN), consent to act as director, and declarations regarding qualification and eligibility. The document serves multiple purposes: it formally records the appointment decision, provides necessary information for regulatory filings with the Registrar of Companies, and forms part of the company's permanent records. For listed companies, additional requirements under SEBI regulations must also be addressed in the resolution.

1. Meeting Details: Date, time, venue of the board meeting, and list of directors present

2. Chairperson: Details of who chaired the meeting

3. Quorum Confirmation: Confirmation that the required quorum was present as per Articles of Association

4. Notice Reference: Reference to the notice of board meeting and its proper delivery

5. Appointment Proposal: Introduction of the proposal to appoint the new director

6. Director Details: Full details of the proposed director including DIN, address, and qualification

7. Statutory Declarations: Confirmation of director's eligibility under Section 164 of Companies Act and consent under Section 152

8. Resolution: The formal resolution text for the appointment

9. Compliance Instructions: Instructions for filing necessary forms with ROC and updating statutory registers