Letter of Appointment of a Director

3. Letter of Appointment of a Director

When it is written: once the Board (for an Additional, Alternate, Nominee, or Casual-Vacancy director) or the members in general meeting (for a director appointed under Section 152) have approved a person's appointment as director, the Company Secretary issues that person a formal letter of appointment. This is the very first piece of correspondence a new director receives from the company, and it does real legal and administrative work — it is not a mere formality.

What a letter of appointment must state:

• the fact and the effective date of appointment, and the specific capacity (Additional Director, Independent Director, Whole-time Director, and so on);
• the tenure — for an Additional Director, that the office lasts only until the next Annual General Meeting, where confirmation by the members will be sought; for a director appointed in general meeting, the term as fixed by the resolution;
• the remuneration/sitting fee terms applicable;
• a request for the documents the company needs for its own statutory records and Registrar filings — chiefly the director's consent to act as director (filed by the company in Form DIR-2) and a declaration of non-disqualification (Form DIR-8, confirming the person is not disqualified under Section 164); and
• a request to intimate other directorships/interests, needed for the company's statutory registers (such as the Register of Directors and KMP, and the Register of Contracts in which directors are interested).

Specimen letter of appointment:

GANESH INDUSTRIES LIMITED
Regd. Office: Plot No. 45, MIDC Industrial Area, Aurangabad - 431 136
CIN: L27100MH1998PLC112233

Ref. No. GIL/CS/2025-26/118                                    Date: 12th June, 2025

To,
Mr. Ravindra S. Kulkarni
"Shubham", Plot No. 22, Model Colony,
Pune - 411 016

Dear Sir,

Sub: Appointment as Additional Director of the Company

We are pleased to inform you that the Board of Directors of Ganesh Industries Limited, at its
meeting held on 10th June, 2025, has appointed you as an Additional Director of the Company under
Section 161(1) of the Companies Act, 2013, with effect from 10th June, 2025.

In terms of the said appointment, you will hold office up to the date of the ensuing Annual General
Meeting of the Company, at which your appointment will be placed before the members for
confirmation. You will be entitled to a sitting fee of Rs. 40,000 for every meeting of the Board or
of any Committee thereof that you attend, as decided by the Board.

We request you to kindly:
(i)   furnish your consent to act as a director in Form DIR-2, along with a copy of your Director
      Identification Number (DIN) allotment letter; …