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A Board Resolution is a document that records decisions taken by the Board of a Company. The Board of a Company is the governing body of a company which is responsible for taking all decisions in respect of operations of the Company based on the Articles of Association of the Company and the Companies Act, 2013 and other applicable laws. A board resolution for the appointment of directors of a company appoints director(s) on the Board of the Company and authorises a designated person to make filings with the Registrar of Companies in respect of the same.
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This resolution can be used by choosing the category of directors to be appointed and entering all the relevant details such as the number of directors being appointed, name of the directors appointed and duration for which they are appointed. This resolution can then be incorporated in the minutes of the meeting of the Board of directors and a certified copy of the resolution can be used for the purposes of filing of e-Form DIR-12 with the Registrar of Companies.
The Board of a Company has to comply with the Articles of Association of the Company and the Companies Act, 2013 and other applicable laws. In terms of Section 161 (1) of the Companies Act, 2013, the Board of the Company can appoint a person as an additional director to hold office up to the date of the next general meeting (meeting of members of the Company). Further, Section 161 also contains provisions in respect of appointment of alternate directors (directors appointed as alternate to existing directors during their absence from India) and nominee directors (directors appointed by institutions pursuant to applicable laws or agreement). Section 149 contains provisions with respect to the appointment of independent directors on the Board of the Company. The Company has to then record the appointment by passing a resolution and intimate the Registrar of Companies by filing e-Form DIR-12.
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