A Resolution to Appoint a Director is a crucial corporate governance document used when a company needs to formally appoint a new director to its board. This document is mandatory under Indian corporate law and must comply with the Companies Act, 2013, and associated rules. It is typically prepared when there is a vacancy on the board, when additional directors are required, or when rotating directors per statutory requirements. The resolution includes comprehensive information about the appointee, including their Director Identification Number (DIN), qualifications, and terms of appointment. For listed companies, additional compliance requirements under SEBI regulations must be addressed. The document serves as official evidence of the appointment and must be maintained in company records and filed with the Registrar of Companies within specified timeframes.

1. Company Information: Details of the company including name, CIN, registered office address

2. Meeting Details: Date, time, venue/mode of the meeting, and type of meeting (Board/General)

3. Attendance: List of directors/members present at the meeting

4. Chairman: Name of the person chairing the meeting

5. Resolution Text: The main resolution text appointing the director, including their full name, DIN, and designation

6. Terms of Appointment: Period of appointment, role, and basic terms

7. Compliance Statement: Statement confirming compliance with relevant sections of Companies Act

8. Authentication: Signature block for the Chairman/Company Secretary to certify the resolution