Ordinary Resolution Appointing Managing Director
“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 1st January, 2015 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.”
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 1st January, 2015 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:
1. Salary: _________________________________________________
2. Commission: ____________________________________________
3. Perquisites, allowance and other benefits: _____________________
4. Minimum Remuneration: ___________________________________
Not with standing 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 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.
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.
None of the directors of the company except Shri _________ is concerned or interested in the resolution.
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