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Board Resolution

Board Resolution for Appointment of Independent Director

A board resolution recommending the appointment of an Independent Director for a fixed term of five years.

CERTIFIED TRUE COPY OF THE RESOLUTION

passed at the meeting of the Board of Directors of [Company Name] held on [Meeting Date]

RESOLVED THAT pursuant to Sections 149, 150 and 152 read with Schedule IV of the Companies Act, 2013, Mr./Ms. [Appointee Name] (DIN [DIN]), who has furnished a declaration of independence under Section 149(6), be and is hereby recommended for appointment as an Independent Director of the Company for a term of five consecutive years with effect from [Effective Date], not liable to retire by rotation, subject to the approval of the members.

FURTHER RESOLVED THAT any Director or the Company Secretary be and is hereby authorised to file Form DIR-12 on approval and to do all acts necessary to give effect to this resolution.

Certified to be a true copy of the resolution duly passed by the Board of Directors.

___
[Authorised Signatory]
Director / Company Secretary
[Company Name]

Before you use it — fill in / check

  • Company name
  • Person/appointee
  • Effective date
  • Meeting date

How to use this template

  1. Read through and replace every [bracketed] or blank placeholder with your actual details.
  2. Delete any clause that doesn't apply and add anything specific to your situation.
  3. Click Print / Save as PDF to download, or Copy text to paste into your letterhead.
  4. Get it signed / stamped / notarised as required, and keep a copy for your records.

This is a general, editable template for convenience only — not legal advice. For anything material, have a professional review it. TaxClue isn't liable for how it's used.