PROVISIONS RELATED TO APPOINTMENT OF INDEPENDENT DIRECTOR IN A COMPANY ARE PRESCRIBED UNDER SECTION 149, 150, & 152 OF THE COMPANIES ACT 2013 AND THE COMPANIES (APPOINTMENT AND QUALIFICATION OF DIRECTORS) RULES 2014.

Companies required Ordinary Resolution for appointment of Independent Directors.

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder, read with Schedule IV to the Companies Act, 2013 Mr. ———————who in accordance with Companies Act, 2013 is required to be appointed as an Independent Director and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company to hold office for ______ consecutive years for a term up to ________.”

EXPLANATORY STATEMENT U/S 102 OF THE COMPANIES ACT, 2013 for Appointment of Independent Director 

Mr…………….. being eligible and offering himself for appointment, is proposed to be appointed as an Independent Director for ________ consecutive years for a term upto ______. A notice has been received from a member proposing Mr/Ms________ as a candidate for the office of Director of the Company. In the opinion of the Board, Mr/Ms________ fulfils the conditions specified in the Companies Act, 2013 and rules made thereunder for his appointment as an Independent Director.

The Board considers that his continued association would be of immense benefit to the Company and it is desirable to continue to avail services of Mr/Ms____ as an Independent Director. Accordingly, the Board recommends the resolution in relation to appointment of Mr/Ms_______ as an Independent Director, for the approval by the shareholders of the Company.

Mr. _______ does not hold any shares in the Company.

Except Mr.______, being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the resolution. This Explanatory Statement may also be regarded as a disclosure under Clause 49 of the Listing agreement with the Stock Exchange.