Consent to Act as Director - Template, Sample Form Pro · IN-law

Date: ________
Place: ________

To,
The Board of Directors,
________
(CIN: ________)
________

Re: Consent and Declaration for appointment as an Independent Director on the Board of ________ (the “Company”)

Dear Sirs / Madam,

I, ________, son/daughter/spouse of ________, aged ________ years, residing at ________, holding Director Identification Number (DIN) ________, Permanent Account Number (PAN) ________, write with reference to my proposed appointment as an Independent Director of the Company.

§ 1. Consent to Act as Independent Director

1. I hereby give my consent to act as an Independent Director of the Company pursuant to sub-section (5) of Section 152 of the Companies Act, 2013, read with Section 149 thereof and Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
2. My consent in Form DIR-2, as prescribed under Section 152(5) of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014, is enclosed herewith.

§ 2. Declaration of Independence under Section 149(6)

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2. I further confirm that I am a person of integrity, possess the relevant expertise and experience, and am not a managing director, whole-time director or nominee director of the Company.
3. I declare that I am not disqualified from being appointed as a director of the Company under the provisions of Sections 164 and 165 of the Companies Act, 2013, and that I have not been declared a wilful defaulter or a fugitive economic offender.
4. I confirm that I am registered in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs in accordance with Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, vide registration / membership number ________.

§ 3. Other Directorships and Disclosures

1. I confirm that the total number of directorships and committee memberships held by me does not exceed the limits prescribed under Section 165 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable.
2. The particulars of other directorships, memberships and chairmanships of board committees presently held by me are set out in the disclosure in Form MBP-1 furnished under Section 184(1) of the Companies Act, 2013, enclosed herewith.
3. I undertake to disclose forthwith any change in the aforesaid particulars or in my status of independence, in accordance with Section 149(7) of the Companies Act, 2013.

§ 4. Code for Independent Directors

1. I confirm that I have read and agree to abide by the Code for Independent Directors prescribed under Schedule IV to the Companies Act, 2013, and to comply with the duties of a director set out in Section 166 of the Companies Act, 2013.

§ 5. Acknowledgement and Documents Requested

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2. I note that, upon my appointment, the Company shall issue to me a formal letter of appointment setting out the terms and conditions of my engagement, in accordance with Schedule IV to the Companies Act, 2013, the terms of which I shall be entitled to receive.

The foregoing declarations are true and correct to the best of my knowledge and belief, and nothing material has been concealed therefrom.

Yours faithfully,

Signature: _______________________

Name: ________
DIN: ________
Address: ________
Email: ________
Mobile: ________

Attachments:

1. Consent to act as Director in Form DIR-2.
2. Declaration of Independence under Section 149(6) of the Companies Act, 2013.
3. Disclosure of interest in Form MBP-1 under Section 184(1) of the Companies Act, 2013.
4. Self-attested copies of PAN and proof of identity and address.
5. Proof of registration in the Independent Directors’ Data Bank maintained by the Indian Institute of Corporate Affairs.