Choose the correct route before drafting: an additional director appointed by the Board holds office only until the next annual general meeting; a director appointed by the shareholders holds office normally. Appointing by Board resolution and forgetting to regularise at the next general meeting is the most common error in this area.
Certified True Copy of a Board Resolution
Appointment of a director
Choose the correct route before drafting: an additional director appointed by the Board holds office only until the next annual general meeting; a director appointed by the shareholders holds office normally. Appointing by Board resolution and forgetting to regularise at the next general meeting is the most common error in this area.
| Item | Detail |
|---|---|
| Company | [COMPANY NAME], CIN [CIN] |
| Registered office | [ADDRESS] |
| Meeting | Meeting of the Board of Directors |
| Date, time and place | [DATE], [TIME], at [PLACE] |
| Directors present | [NAMES AND DIN] |
| Chairperson | [NAME] |
| Route of appointment | [Additional director appointed by the Board / Director appointed to fill a casual vacancy / Nominee director appointed under an agreement / Independent director] |
The Chairperson informed the Board that [NAME OF APPOINTEE] had been proposed for appointment as a director of the Company, and placed before the Board:
(a)the consent to act as a director in the prescribed form, signed by the appointee;
(b)the declaration by the appointee that he or she is not disqualified from being appointed as a director;
(c)the appointee’s director identification number, permanent account number and proof of identity and address;
(d)the disclosure of interest by the appointee in the prescribed form, listing the other bodies corporate, firms and associations in which the appointee holds an interest;
(e)[where applicable] a declaration by the appointee that he or she meets the criteria of independence, and a declaration as to the number of directorships held;
(f)[where the appointment is a nominee appointment] the notice from [NOMINATING PARTY] nominating the appointee under Clause [NUMBER] of the [AGREEMENT] dated [DATE].
The Chairperson confirmed that the appointment was within the limit on the number of directors permitted by the articles of association, and that the appointee had confirmed that the appointment would not cause the appointee to exceed the maximum number of directorships permitted by law. After discussion, the Board passed the following resolution:
"RESOLVED THAT [NAME OF APPOINTEE] (DIN [DIN]), who has given his or her consent to act as a director and has declared that he or she is not disqualified from being appointed as a director, be and is hereby appointed as [an Additional Director / a Director] of the Company with effect from [DATE], to hold office until the conclusion of the next annual general meeting of the Company or the last date on which that meeting ought to have been held, whichever is earlier, or as a director liable to retire by rotation, or for a term of [NUMBER] years, not being liable to retire by rotation.
RESOLVED FURTHER THAT the appointee be paid sitting fees of ₹ [AMOUNT] for each meeting of the Board and ₹ [AMOUNT] for each meeting of a committee attended, together with reimbursement of expenses reasonably incurred in attending, [and remuneration of ₹ ______ per annum as approved by the shareholders] (a commercial decision — specify, and check the limits applicable to the Company before fixing it).
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These notes accompany the template and explain the drafting choices, the compliance points and the mistakes most often made with this document. They appear as a final page in the Word file, intended to be deleted before the document is executed.
A director appointed by the Board as an additional director holds office only until the conclusion of the next annual general meeting. If the shareholders do not appoint that person at the meeting, the office is vacated automatically, and everything that person has signed after that date is open to question. Diarise the regularisation the moment the appointment is made — item 13 of the checklist exists for that reason alone.
The consent to act must be signed on or before the date on which the appointment takes effect and must be filed with the Registrar. A consent signed after the Board meeting, or dated to match it afterwards, is a defect that surfaces in diligence and cannot be cured retrospectively.
The declaration that the appointee is not disqualified is given by the appointee, but the consequences of appointing a disqualified person fall on the Company. Where the appointee holds directorships in other companies, it is worth checking the status of those companies before the appointment rather than relying solely on the declaration — a disqualification arising from another company’s default is the usual cause.
There is a statutory ceiling on the number of directorships a person may hold, with a lower sub-limit for public companies, and the articles may impose a limit on the size of the Board. Confirm both before appointing. The appointee should confirm the number held in writing, as recorded in Annexure A.
Where the appointment is made under a shareholders’ agreement, the resolution should recite the nominating notice and the clause under which it is given, so that the chain of authority is visible on the face of the record. Note that a nominee director owes duties to the Company, not to the nominating shareholder, and the letter of appointment should say so.
An independent director must meet the statutory criteria of independence, must declare that he or she does so on appointment and at the first Board meeting of each financial year, and is appointed for a fixed term without being liable to retire by rotation. An independent director is not entitled to stock options. Where the Company is not required to appoint independent directors, do not use the label loosely — it carries specific consequences.
Sitting fees and remuneration are subject to statutory limits which differ by company type and by whether the director is executive. Fix the fee in the resolution but confirm the applicable limit first, and remember that remuneration to a director generally requires shareholder approval where it exceeds the prescribed thresholds.
Directors are frequently appointed without ever being told in writing what is expected of them. The letter of appointment should cover the term, the time commitment, the duties owed to the Company, the code of conduct, the confidentiality obligation, the insurance and indemnity position, and the circumstances in which the appointment ends. It is also the document a departing director will rely on, so it should deal with what happens on cessation.
Appointment is not complete when the form is filed. Bank mandates, statutory portal access, digital signature certificates, insurance endorsements and the internal delegation matrix all need updating. Item 12 of the checklist is the one most often missed, and its absence is discovered when a filing fails.
Office is vacated automatically in defined circumstances, including absence from all Board meetings over a period of twelve months. Track attendance, and where a director is at risk of automatic vacation, raise it before it happens rather than discovering it when a resolution is challenged.
A declaration of non-disqualification should be obtained from every director at the first Board meeting of each financial year, and from independent directors a declaration of continued independence. Item 14 makes this a standing agenda item.
Reflects Indian law current as of {{DATE OF USE}}. Forms, filing periods, fee structures and directorship limits change — confirm the current position with a company secretary before the meeting, and file within the period then prescribed.
This is a ready-to-use template provided for convenience. Laws and requirements change, and every situation is different — please have it reviewed by a qualified professional (a lawyer, company secretary, or chartered accountant as relevant) before you rely on it.