Special Resolution For Alteration Of Articles By Addition/Insertion Of A New Article
“RESOLVED THAT the Articles of Association of the company be and are hereby altered by inserting at the end of article _____ of the Articles of Association of the company, the following:
“Notwithstanding anything contained in these articles, the managing directors and whole-time directors of the company shall not be required to hold any such qualification shares.”
Explanatory Statement
Article _________ of the company’s articles of association provides that the qualification of a director shall be the holding of equity shares in the company of the aggregate nominal value of ‘________ The managing directors/whole-time directors are, pursuant to article _________ not normally liable to retire by rotation.
However, if at any time, the number of directors (including the managing/whole-time directors) as are not subject to retirement by rotation shall exceed one-third of the total number of directors for the time being, then it is provided by article _________ that such directors are liable to retire by rotation to comply with the provisions of Section 152 of the Companies Act, 2013. As it is not contemplated that in such circumstances, the managing directors/wholetime directors should be required to hold qualification shares, it is proposed to make it clear beyond doubt that the managing directors/whole-time directors shall not be required to hold qualification shares.
A copy of the existing articles together with the proposed alteration is available for inspection at the registered office of the company during the business hours on any working day.
None of the directors is concerned or interested in the proposed resolution save and except to the extent of qualification shares required or not required by them to be held in the company.
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