Ordinary Resolution — Appointment as Director Format (Companies Act, 2013)

Download Verified Drafting TemplateBookman Old Style 12pt with statutory placeholders

Who Signs:Certified by a Director or Company Secretary

When Needed / Filed:Attached to second Form DIR-12 filed with MCA within 30 days of General Meeting

Specimen Format (Complete Text)

Draft template for reference

ORDINARY RESOLUTION - APPOINTMENT AS DIRECTOR [COMPANY NAME] CIN: [____________________] Registered Office: [Full registered office address] CERTIFIED TRUE COPY OF THE ORDINARY RESOLUTION PASSED AT THE [__] [ANNUAL GENERAL MEETING / EXTRAORDINARY GENERAL MEETING] OF THE MEMBERS OF [COMPANY NAME] HELD ON [Day], [Date] AT [Venue] "RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014, and Article [__] of the Articles of Association of the Company, [Name of appointee] (DIN: [________]), who was appointed as an Additional Director of the Company by the Board of Directors with effect from [Date of Board appointment] pursuant to Section 161(1) of the Companies Act, 2013 and who holds office up to the date of this Annual General Meeting, and in respect of whom the Company has received consent in Form DIR-2 and intimation in Form DIR-8 to act as Director, be and is hereby appointed as a Director of the Company, [liable / not liable] to retire by rotation." "RESOLVED FURTHER THAT any one of the Directors or the Company Secretary of the Company be and is hereby severally authorised to file Form DIR-12 with the Registrar of Companies and to do all such acts, deeds and things as may be necessary for giving effect to the above resolution." Certified True Copy For [COMPANY NAME] ______________________ [Name] Director / Company Secretary DIN: [________] Date: [Date] Place: [Place]

Common Compliance Mistakes

Failing to regularise the Additional Director before or at the AGM

Risk: Automatic vacation of office under Section 161(1) on the day of the AGM or the last due date of the AGM

Correct procedure: Table and pass the ordinary resolution at the AGM before the meeting concludes.

Filing DIR-12 as "Appointment" instead of "Change in designation"

Risk: MCA V3 portal validation error and rejection by ROC

Correct procedure: Select "Change in designation" on Form DIR-12 because the director is already on record with the ROC as an Additional Director.

Frequently Asked Questions

What majority is required to pass an Ordinary Resolution under Section 152?

An ordinary resolution requires that the votes cast in favour of the resolution by members (present in person or by proxy/postal ballot) exceed the votes cast against it under Section 114(1) of the Act.

Is Form MGT-14 required for filing an ordinary resolution for director appointment in a private company?

No. Under MCA Exemption Notification G.S.R. 464(E) dated 5 June 2015, private companies are exempt from Section 117(3)(g). Therefore, Form MGT-14 is NOT required for ordinary resolutions appointing directors in private companies.

What ROC filing is required after passing the ordinary resolution?

A second Form DIR-12 must be filed with the ROC within 30 days of the AGM/EGM selecting "Change in designation" from Additional Director to Director, with the certified copy of the ordinary resolution attached.

Step 8: Issue General Meeting Notice with Explanatory Statement Step 10: File Second Form DIR-12 for Regularisation