Board Resolution Nominee Director Appointment Section 161(3)

In accordance with the provisions of sub-section (3) of section 161 of the Companies Act, 2013 and the Articles of Association of a company, the Board of Directors may appoint a "Nominee Director" in the board of the company.

A Nominee Director is a person nominated by any institution in pursuance of the provisions of any law for the time being in force or of any agreement.

A Nominee Director may also be appointed by the Central/State Govt by virtue of its shareholding in a Government company.

A draft board resolution for appointment of nominee director as per companies act 2013 is given hereunder for your reference. Do modify as necessary.

SAMPLE

#. Appointment of Mr. ................... as a Nominee Director

“RESOLVED THAT pursuant to the provisions of Section 161(3) of the Companies Act, 2013 read with Article .... of the Articles of Association of the company, Mr. ....................., the nominated representative of ...................... Limited, be and is hereby appointed as a Nominee Director of the company w.e.f. ...(date)....

FURTHER RESOLVED THAT (Name of the Director/Officer), (Designation) of the company be and is hereby authorized to file e-form DIR 12 with the Registrar of Companies, ................... intimating this appointment and to do all such acts, deeds and things as may be necessary or incidental to give effect to the foregoing resolution.”