Ordinary Resolution For
Appointment of Managing Director
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“RESOLVED
THAT pursuant
to the provisions of Sections
164, 196, 197 and 203 read with Schedule V and all other
applicable provisions, if any, of the Companies Act, 2013 including any statutory modification or re-enactment
thereof and subject to such approvals as may be necessary, approval
of the members of the company be and is hereby accorded to the appointment of
Shri ………………………. as the Managing Director of the company for a
period of five years with effect from ………….. upon the terms
and conditions including
remuneration as set out in draft
agreement submitted to this meeting
and initialled by the Chairman
for the purpose
of identification, which
agreement be and is hereby approved and sanctioned with the authority to the
Board of directors of the Company to alter
and vary the terms and conditions of the said appointment and/or
agreement in such manner as the Board may deem fit and as may be acceptable to Shri…………………….., the Managing Director.”
THAT pursuant
to the provisions of Sections
164, 196, 197 and 203 read with Schedule V and all other
applicable provisions, if any, of the Companies Act, 2013 including any statutory modification or re-enactment
thereof and subject to such approvals as may be necessary, approval
of the members of the company be and is hereby accorded to the appointment of
Shri ………………………. as the Managing Director of the company for a
period of five years with effect from ………….. upon the terms
and conditions including
remuneration as set out in draft
agreement submitted to this meeting
and initialled by the Chairman
for the purpose
of identification, which
agreement be and is hereby approved and sanctioned with the authority to the
Board of directors of the Company to alter
and vary the terms and conditions of the said appointment and/or
agreement in such manner as the Board may deem fit and as may be acceptable to Shri…………………….., the Managing Director.”
“RESOLVED
FURTHER THAT
the Board of directors of the company
be and is hereby authorized to do all such
acts, deeds and things and execute all such documents, instruments, and
writings as may be required to give effect to the aforesaid resolution.”
FURTHER THAT
the Board of directors of the company
be and is hereby authorized to do all such
acts, deeds and things and execute all such documents, instruments, and
writings as may be required to give effect to the aforesaid resolution.”
Explanatory Statement
The Board
of directors of the company
at their meeting
held on ……………….. appointed
Shri ………………….. as the
Managing Director of the Company for a period of five years effective from ________
on the terms of appointment and remuneration payable to Shri……………….., Managing
Director of the company as are specified in the draft agreement to be
executed between him and the company, a
copy of which (as has also been duly approved
by the Board) will be placed before the meeting
and is subject to the approval of the shareholders and other approvals, if any, as may be necessary.
of directors of the company
at their meeting
held on ……………….. appointed
Shri ………………….. as the
Managing Director of the Company for a period of five years effective from ________
on the terms of appointment and remuneration payable to Shri……………….., Managing
Director of the company as are specified in the draft agreement to be
executed between him and the company, a
copy of which (as has also been duly approved
by the Board) will be placed before the meeting
and is subject to the approval of the shareholders and other approvals, if any, as may be necessary.
The principal
terms of appointment and remuneration of Shri……………… are as follows:
terms of appointment and remuneration of Shri……………… are as follows:
1. Salary:
………………………………………………………………………………..
………………………………………………………………………………..
2. Commission:
………………………………………………………..……………….
………………………………………………………..……………….
3. Perquisites,
allowance and other benefits: …………………………………..
allowance and other benefits: …………………………………..
4. Minimum
Remuneration:
…………………………………………………………..
Remuneration:
…………………………………………………………..
Notwithstanding
anything to the contrary herein contained, where in any financial year, the company has no profits
or its profits
are inadequate, the company
will pay Shri……………………, the Managing
Director of the company, the remuneration by way of salary, perquisites and allowances as specified above
subject to the approval of the
Central Government, if required.
anything to the contrary herein contained, where in any financial year, the company has no profits
or its profits
are inadequate, the company
will pay Shri……………………, the Managing
Director of the company, the remuneration by way of salary, perquisites and allowances as specified above
subject to the approval of the
Central Government, if required.
The Managing Director shall also be entitled to reimbursement of expenses
actually incurred by him for the business of the company.
He shall not be paid any sitting
fees for attending
actually incurred by him for the business of the company.
He shall not be paid any sitting
fees for attending
meetings of the Board or Committee thereof.
Shri………………….., Managing
Director shall not be liable to retire
by rotation. The resolution is recommended for your
approval.
Director shall not be liable to retire
by rotation. The resolution is recommended for your
approval.
Copies of the
Memorandum and Articles of Association of the company,
draft agreement to be entered into between the company and Shri…………………, Managing director duly approved by the Board,
and all other
relevant documents and papers
are open for inspection at the Registered Office of the company between
10.00 a.m. to 12.00 noon on any working day prior to
the date of the meeting.
Memorandum and Articles of Association of the company,
draft agreement to be entered into between the company and Shri…………………, Managing director duly approved by the Board,
and all other
relevant documents and papers
are open for inspection at the Registered Office of the company between
10.00 a.m. to 12.00 noon on any working day prior to
the date of the meeting.
None of the
directors and/or KMP of the company except Shri…………….. is concerned
or interested in the resolution.
directors and/or KMP of the company except Shri…………….. is concerned
or interested in the resolution.
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