Royal Ltd. wishes to appoint an independent director on the Board of the company. Explain the procedure and also draft a resolution to be passed by the shareholders of Royal Ltd.

Procedure for appointment of Independent Director Appointment process of independent directors shall be independent of the company management; while selecting independent directors the Board of Royal Ltd. shall ensure that there is appropriate balance of skills, experience and knowledge in the Board so as to enable the Board to discharge its functions and duties effectively. The Board of directors of the Royal Ltd., depending on the requirements of the Royal Ltd. and profile of independent directors may select the independent director from data bank maintained by any notified body, Institute or association. Ensure that any individual who intends to be an independent director of the Royal Ltd. should have Directors Identification Number (DIN). Ensure that the proposed person has furnished to the Royal Ltd. consent in writing in form DIR-2 to act as such director on or before his/her appointment. Ensure that the person intended to be an independent director should not be already director in more than prescribed number of companies. Arrange to obtain a declaration from the director that he meets the criteria of independence as required under section 149(6) of the Companies Act, 2013 at the first meeting of the Board of Royal Ltd. in which he participates as a director. The appointment of independent director(s) of the Royal Ltd. shall be approved at the meeting of the shareholders. Arrange to send the notice of meeting to the members along with explanatory statement. Ensure that the explanatory statement attached to the notice of the meeting for approving the appointment of independent director shall include a statement that in the opinion of the Board, the independent director proposed to be appointed fulfils the conditions specified in the Act and the rules made thereunder and that the proposed director is independent of the management. Ensure that the appointment of independent directors shall be formalized through a letter of appointment. Arrange to file with the Registrar Form DIR-12 within thirty days of his/her appointment. Arrange to enter the name of director in the Register of Directors and Key Managerial personnel. Specimen Ordinary Resolution for appointment of independent director "RESOLVED THAT pursuant to the provisions of Sections 149, 152 and any other applicable provisions of the Companies Act, 2013 and the rules made there under (including any statutory modification(s) read with Schedule IV to the Companies Act, 2013, Mr. [Name of Independent Director] (DIN No. [DIN]), be and is hereby appointed as an Independent Director of the company to hold the office for a period of 5 years i.e. up to [Date]." "RESOLVED FURTHER THAT Shri [Name of Company Secretary], Secretary/Director be and is hereby authorized to do all such acts and deeds as may be required to be done in this regard."