CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF ________ HELD ON ________ AT ________ AT THE REGISTERED OFFICE OF THE COMPANY SITUATED AT ________

RESOLUTION FOR APPOINTMENT OF ADDITIONAL DIRECTOR

Company Identification Number (CIN): ________

The Chairman informed the Board that, pursuant to the provisions of Section 161 of the Companies Act, 2013, the Board is empowered under the Articles of Association of the Company to appoint additional directors. The Chairman further informed the Board that ________, son/daughter of ________, residing at ________, bearing Director Identification Number (DIN) ________, is proposed to be appointed as an Additional Director on the Board of ________ (hereinafter referred to as "the Company").

The Chairman placed before the Board the consent in writing to act as Director in Form DIR-2 together with the intimation in Form DIR-8 and the disclosure of interest in Form MBP-1 received from the said appointee, and confirmed that the appointee is not disqualified from being appointed as a director under Section 164 of the Companies Act, 2013 and has not been debarred from holding the office of director by any statutory or regulatory authority.

After due deliberation, the Board passed the following resolutions:

"RESOLVED THAT pursuant to the provisions of Section 161 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the Articles of Association of the Company, ________ (DIN: ________) be and is hereby appointed as an Additional Director of the Company with effect from ________, to hold office up to the date of the ensuing Annual General Meeting of the Company or the last date on which such Annual General Meeting ought to have been held, whichever is earlier, and being eligible, offers himself/herself for appointment as a Director."

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"RESOLVED FURTHER THAT ________, Director of the Company, and ________, ________ of the Company, be and are hereby severally authorised to do all such acts, deeds, matters and things as may be necessary, expedient or incidental to give effect to the aforesaid resolution, including but not limited to the filing of necessary forms, returns and intimations (including Form DIR-12) with the Registrar of Companies and other concerned authorities within the prescribed time limits as may be required under the Companies Act, 2013 and the rules made thereunder."

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For and on behalf of the Board of Directors of
________

 

_______________________________
________
________
DIN/Membership No.: ________

Place: ________
Date: ________