Draft a resolution for reappointment of an independent director of a listed company for the second term of five years, stating the authority, type of resolution and relevant provisions of the Companies Act, 2013.
CS Professional · Advanced Company Law and Practice · PYQS · December 2019
Draft a resolution for reappointment of an independent director of a listed company for the second term of five years, stating the authority, type of resolution and relevant provisions of the Companies Act, 2013.
Answer & Explanation:
Authority: Shareholders Type of Resolution: Special Resolution "Resolved that pursuant to the provisions of Section 149, Section 150 and Section 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (the Act), as amended from time to time and the Companies (Appointment and Qualifications of Directors) Rules, 2014, (the Rules) including any statutory modification(s) or re-enactments thereof for the time being in force, read with the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), the Articles of Association of the company and the recommendation of the Nomination and Remuneration Committee of the Board and the Board of Directors, Mr. (DIN:00000000), who was appointed as an Independent Director and who holds the office of Independent Director upto the conclusion of this annual general meeting and who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) the Act and applicable Rules of the Listing Regulations and in respect of whom the company has received a notice in writing from a member proposing his candidature for the office of the director pursuant to Section 160 of the Act and being eligible and willing, be and is hereby reappointed as an Independent Director of the company not liable to retire by rotation and to hold office for a second term of five consecutive years on the Board of Directors of the company w.e.f. to hold office up to . Resolved further that the Board of Directors of the company be and is hereby authorised to do all acts, deeds and things including filings and take steps as may deemed necessary, proper or expedient to give effect to this Resolution and matters incidental thereto."
Topics: Directors
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