Note: You can download the format of board resolution for independent director appointment by company in word file from the link provided at the end of this post.
On Company Letterhead
Board Resolution for Appointment of Independent Director
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF [Name of Company], HELD ON [Date], AT [Address].
The Director [Name of Existing Director], informs to the Board that in order to comply with Companies Act 2013 and to broaden the director base of the company, an Independent Director is required to be appointed on Company’s Board. [Name of Independent Director to be appointed] has expressed his/her willingness to join the Company’s Board as Independent Director and given his/her consent in Form DIR-2. The Board after keeping in view the qualification and experience of [Name of Independent Director to be appointed], passed the below resolution:-
RESOLVED THAT the Board hereby take note of Form DIR-2, received from [Name of Independent Director to be appointed] holding DIN [Director Identification Number], for appointment as Independent Director in the company.
RESOLVED THAT pursuant to the Companies Act, 2013 read with the Companies (Appointment and Qualifications of Directors) Rules, 2014 including any statutory modification and re-enactment thereof for the time being in force, subject to such approvals and permissions from appropriate authorities as may be necessary and subject to the approval of the shareholders in Extra Ordinary General Meeting by way of ordinary resolution, [Name of Independent Director to be appointed] having DIN [Director Identification Number], who has given his consent to act as an independent director, be and is hereby appointed as an Independent Director of the company for a period of 5 years from [XX/XX/XXXX] to [XX/XX/XXXX] and shall not be liable to retire by rotation.
FURTHER RESOLVED THAT Mr./Mrs. [Name of Existing Director], Director of the company be and is hereby authorized to sign and file all the necessary papers and forms with the Registrar of Companies, in connection with accepting such loan and also authorised to do all acts, things and deeds necessary to give effect to the said resolution.
FURTHER RESOLVED THAT Mr./Ms. [Name of Professional], Company Secretaries / Chartered Accountants / Cost Accountants, be and is hereby authorised to certify and file necessary forms and return with the Registrar of Companies through MCA portal.
CERTIFIED TRUE COPY
For [Name of Company]
[Name of Existing Director]
Director
DIN: [XXXXXXXX]
Date: [XX/XX/20XX]
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