10 March 2010
can anyone give me draft board and special resolution for appointment of whole time director in a public company without the approval of central government
Re: Appointment of Mr. _______________ as a Whole time Director of the Company:
“RESOLVED THAT subject to the provision of Sections 198, 269, 309 and 310 read with Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956, (including any statutory modifications or re-enactment thereof for the time being in force) approval of the Board be and is hereby accorded to the appointment of Mr. _______________ as Whole time Director of the Company for a period of five years from _______________, on the remuneration and on such terms and conditions as set out below with liberty and authority to the Board of Directors to alter and vary the terms and conditions of the said appointment from time to time within the scope of Schedule XIII of the Companies Act, 1956, or any amendments thereto or any re-enactment thereof as may be agreed to between the Board of Directors and Mr. _______________.
Remuneration:
Salary : Up to maximum of Rs. 12 lacs per annum or such higher amount as may be decided by the Board of Directors of the Company from time to time.
Perquisites and Allowances:
a) HRA, Kit Allowance, Transport Allowance upto a maximum of Rs. 15 lacs per annum as per the rules and policy of the Company from time to time.
b) Contribution to Provident fund, Superannuation fund and payment of gratuity as per the rules of the Company.
c) Reimbursement of Medical Expenses & LTC as per the rules of the Company.
d) Other perquisites, allowances, benefits and amenities as per the service rules of the Company as applicable from time to time.
FURTHER RESOLVED THAT in the event of loss or inadequacy of profit in any financial year, the Company shall pay to Mr. _______________, in respect of such financial year, remuneration by way of salary, allowances, perquisites and other benefits as the Board of Directors may deem fit, subject to the limits prescribed herein and in Schedule XIII of the Companies Act, 1956.
FURTHER RESOLVED THAT the Board of Directors of the Company be and is hereby authorized to take such steps as may be necessary, desirable or expedient to give effect to this resolution.”
Re: Appointment of Mr. _______________ as Whole-time Director of the Company
ORDINARY RESOLUTION
“RESOLVED THAT subject to the provision of Sections 198, 269, 309 and 310 read with Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956, (including any statutory modifications or re-enactment thereof for the time being in force) approval of the Company be and is hereby accorded to the appointment of Mr. _______________ as Whole time Director of the Company for a period of five years from ____________________, on the remuneration and on such terms and conditions as recommended by the Board of Directors in their meeting held on _____________ and set out in explanatory statement attached hereto with liberty and authority to the Board of Directors to alter and vary the terms and conditions of the said appointment from time to time within the scope of Schedule XIII of the Companies Act, 1956, or any amendments thereto or any re-enactment thereof and as may be agreed to between the Board of Directors and Mr. _______________.
FURTHER RESOLVED THAT in the event of loss or inadequacy of profit in any financial year, the Company shall pay to Mr. _______________, in respect of such financial year, remuneration by way of salary, allowances, perquisites and other benefits as the Board of Directors may deem fit, subject to the limits prescribed herein and in Schedule XIII of the Companies Act, 1956.
FURTHER RESOLVED THAT the Board of Directors of the Company be and is hereby authorized to take such steps as may be necessary, desirable or expedient to give effect to this resolution.”
CAclubindia
