Special Resolution for Reappointment of Independent Director
“RESOLVED THAT pursuant to the provisions of Sections 149 and 152
read with Schedule IV and any other applicable provisions of the Companies Act,
2013 (‘the Act’) and the Companies (Appointment and Qualification of Directors)
Rules, 2014 (including any statutory modification(s) or re-enactment thereof
for the time being in force), Mr. __________ (DIN: ______), Independent
Director of the Company who has submitted a declaration that he meets the
criteria for independence as provided in Section 149(6) of the Companies Act,
2013 and who is eligible for re-appointment, be and is hereby re-appointed to
hold office for five consecutive years for a term from ________ to _______, and
whose office shall not be liable to retire by rotation.”
EXPLANATORY
STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013
Item
No. __
The Members of the Company, at
the _th Annual General Meeting held on ______ had approved the appointment of
Mr. ______ as an Independent Director of the Company, whose term is due to
expire on____.
As per Section 149(10) of the
Companies Act, 2013 (CA 2013), an Independent Director shall hold office for a
term of upto five consecutive years on the Board of a Company, but shall be
eligible for re-appointment on passing a special resolution by the Company for
another term of upto five consecutive years on the Board of a Company.
In line with the aforesaid
provisions of the CA 2013 and in view of long, rich experience, continued
valuable guidance to the management and strong Board performance of Mr._______,
it is proposed to re-appoint him for the second term as an independent Director
on the Board of _______ for a period of five years upto _____
In the opinion of the Board, Mr. ________
fulfills the conditions specified in the Act and he is independent of the
management. Copy of the draft letter for appointment of Mr. _______ as an
Independent Director setting out the terms and conditions would be available
for inspection without any fee by the members at the Registered Office of the
Company during normal business hours on any working day, excluding Saturday.
The Board considers that his
continued association would be of immense benefit to the Company and it is
desirable to continue to avail services of Mr. ______ as an Independent
Director. Accordingly, the Board recommends passing of the Resolution at Item
No. ___ of the Notice as a Special
Resolution.
Except Mr. ________, being an
appointee, none of the Directors or Key Managerial Personnel (KMP) of the
Company or their relatives are concerned or interested, financial or otherwise,
in the resolution set out at Item No. ___.
Related
Provisions :
Re-appointment
of Independent Director
The
re-appointment of independent director shall be on the basis of report of
performance evaluation.
Section 149(11) provides that the Independent Director shall be eligible
for re-appointment on passing of special resolution. He shall not hold office
for more than 2 consecutive terms, but such independent director shall be
eligible for appointment after the expiration of 3 years of ceasing to become an
independent director.
However, he shall not, during the said period of 3 years, be appointed
in or be associated with the company in any other capacity, either directly or indirectly.
Other Related Provisions ;
Every listed public company shall have at least one-third of the total number of directors as independent directors and the Central Government may prescribe the minimum number of independent directors in case of any class or classes of public companies. Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 provides that following class of companies should have independent director:
(i) the Public Companies having paid up share
capital of Rs.10 crore or more; or
(ii) the Public Companies having turnover of
Rs.100 crore or more; or
(iii) the Public Companies which have, in aggregate,
outstanding loans, debentures and deposits, exceeding Rs. 50 crore.
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