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Resolution by Circulation - Appointment of Independent Director

Proposal for Circular Resolution including background, justification & formats relating to Appointment of Independent Director.

Chapter: XI and XII

Section: 149 and 175

Rule: Secretarial Standard- I, The Companies (Appointment and Qualification of Directors) Rules, 2014 and Companies (Meeting of Board and its Powers) Rules, 2014

Approximate Time Saving: 4 hours

Product Information

This document running into 14 pages, consist of draft resolution to be passed by circulation along with background note,  proposal, and  DIR-2 (Consent Letter) in terms of Section 152(5) of the Companies Act, 2013, DIR-8 (Intimation) in terms of Section 164(2) of the Companies Act, 2013, Declaration of Independence in terms of Section 149(7) of the Companies Act, 2013 and draft letter of appointment in terms of Section 149 of the Companies Act, 2013, for appointment of Independent Directorin editable word format making it handy to use and save time and efforts of a professional.

Additional Information

Section 175

(1) No resolution shall be deemed to have been duly passed by the Board or by a committee thereof by circulation, unless the resolution has been circulated in draft, together with the necessary papers, if any, to all the directors, or members of the committee, as the case may be, at their addresses registered with the company in India by hand delivery or by post or by courier, or through such electronic means as may be prescribed and has been approved by a majority of the directors or members, who are entitled to vote on the resolution:

Provided that, where not less than one-third of  the total number of directors of the company for the time being require that any resolution under circulation must be decided at a meeting, the chairperson shall put the resolution to be decided at a meeting of the Board.

(2) A resolution under sub-section (1) shall be noted at a subsequent meeting of the Board or the committee thereof, as the case may be, and made part of the minutes of such meeting.


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Circular resolution proposal- appointment of an independent director