To appoint a nominee director as a permanent non-retiring nominee director of the company, a company generally passes the following resolution in the general meeting of the shareholders of a company.
SPECIAL BUSINESS in the Notice of the annual/extra-ordinary general meeting:
Item __. To consider and if thought fit, to pass with or without modification, the following resolution as an ORDINARY RESOLUTION:
"RESOLVED that Ms. / Mr. ______, who was appointed as a Nominee Director of the Company pursuant to Article ___ of the Articles of Association of the Company with effect from _____(date)_____ by the Board of Directors, be and is hereby appointed as a permanent non-retiring nominee Director of the Company, not liable to retire by rotation."
EXPLANATORY STATEMENTS AS REQUIRED BY SECTION 102 OF THE COMPANIES ACT, 2013
Item No. __
In accordance with Article ___ of the Articles of Association of your Company, ________ Limited has nominated Ms. / Mr. ______ as a permanent non-retiring nominee director. The Board of your Company at its meeting held on _____(date)______ appointed Ms. / Mr. ______ as a permanent non-retiring nominee director.
(Brief profile of Ms. / Mr. ______ )
At present, Ms. / Mr. ______ does not hold directorship in any of the public companies in India. He is a member of the ________________ & _________ Committees of the Board of the Company.
He holds ____ shares /does not hold any shares in the Company.
The Company has received notice from a member under Section 160 of the Act along with a fee of Rs. 1,00,000/-, in respect of Ms. / Mr. ______, proposing his/her appointment as a Director of the Company.
None of the Director, except Ms. / Mr. ______ is interested in this resolution.