The Board Resolution For Appointment Of Nominee Shareholder is a crucial corporate governance document used in Indian companies when there's a need to appoint someone to hold shares on behalf of another person or entity (the beneficial owner). This arrangement is common in various scenarios, such as foreign investment structures, family business arrangements, or employee share schemes. The document must comply with the Companies Act, 2013, and related regulations, including necessary disclosures and filings with the Registrar of Companies. The resolution typically includes details of the nominee's appointment, the extent of their powers, the beneficial owner's details, and specific terms of the nominee arrangement. This document is particularly important for maintaining transparency in shareholding patterns and ensuring proper corporate governance in Indian companies.
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1. Meeting Details: Date, time, place of the board meeting, and details of directors present
2. Chairman: Appointment/confirmation of the chairman for the meeting
3. Quorum Confirmation: Confirmation that the required quorum is present as per the Articles of Association
4. Notice and Agenda: Confirmation that proper notice was given and presentation of the agenda
5. Background: Brief background explaining the need for appointing a nominee shareholder
6. Nominee Details: Full details of the proposed nominee shareholder including name, address, and relationship with the beneficial owner
7. Main Resolution: The formal resolution appointing the nominee shareholder, including all terms and conditions
8. Authorization: Authorizing specific officers to execute necessary documents and file required forms
9. Closure: Formal closure of the meeting with chairman's signature
1. Leave of Absence: Required when any directors have requested to be excused from the meeting
2. Previous Meeting Minutes: Include when there are relevant matters from previous meetings that need to be confirmed
3. Related Party Disclosure: Required when the nominee shareholder is a related party under Companies Act definitions
4. Special Conditions: Include when there are specific conditions or restrictions on the nominee shareholding
5. Regulatory Compliance Statement: Required for listed companies to confirm compliance with SEBI regulations
1. Annexure A - Nominee Details: Detailed information about the nominee shareholder including ID proof and contact details
2. Annexure B - Declaration: Declaration from the nominee shareholder accepting the appointment and responsibilities
3. Annexure C - Beneficial Owner Details: Details of the beneficial owner on whose behalf the nominee will hold shares
4. Annexure D - Share Details: List of shares/securities to be held by the nominee shareholder
5. Annexure E - Board Attendance Register: Copy of the attendance register showing directors present at the meeting
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