18 July 2013
A Director who was appointed as executive Director with effect from 5th August,2010 to 4th August,2013.Now if we want to re-appoint the same director as executive director in ensuing AGM what would the procedure and for what term can he be re-appointed.Please provide us the draft resolution for the purpose and what all approval and forms are required to be filed?
In case of a Private Company which is not subsidiary of a Public Company, the provisions of this section are not applicable and the appointment will be governed as per the Articles of Association of the Company. In case of Public company also check the provision of Articles of Association of the Company. 2.
Convene Board Meeting after giving notice to all the directors [Section 286] to discuss besides others the following matters.
· Approve the terms and conditions on which the Managing Director/ Whole Time Director/ Manager is proposed to be appointed.
· In case the appointee had not completed the age of 25 years, but has attained the age of majority or had attained the age of 70 years, his appointment had to be approved by a [special resolution] passed in the AGM/EGM and [form No. 23] has to be filed with the ROC.
· To decide the day, time, venue of the General Meeting.
· To approve the notice of general meeting.
· To authorise the Company Secretary or any director of the company to issue the notice of general meeting.
· Issue and despatch notices in writing at least 21 clear days before the date of the General Meeting [Section 171(1)] [Agenda]
3.
Obtain a [written consent] [Section 264(1)] from the person who is to be appointed as Managerial personnel.
4.
Ensure that the appointment is made in accordance with the conditions specified in [Schedule XIII]
5.
Inform the Stock Exchange with which shares of the company are listed about the date of this meeting prior to the board meeting. [Clause 19 of the Standard Listing Agreement]
6.
Inform the said Stock Exchange within 15 minutes of the board Meeting, of the outcome of the meeting by letter or fax.
7.
Authorise Company Secretary or any director of the Company to issue the [notice of General Meeting] to all the Shareholders, auditors and directors at least 21 clear days [Section 171 (1)] before the date of Annual General Meeting.
8.
Alternately, an annual general meeting may be called up by giving a notice shorter than 21 days [Section 171 (2)], if consent is accorded by all the members entitled to vote.
9.
In case of listed companies forward to the Stock Exchange promptly three copies of the notice and a copy of the proceedings of the General Meeting. [Clauses 31(c), (d) and 33 of the Standard Listing Agreement]
10.
Hold and convene a General Meeting and pass an [Ordinary resolution], [Section 189(1)] if the Articles of Association of your company require passing of Special resolution for such appointment, then pass a special resolution with three-forth majority [Section 189(2)].In case the of Special resolution see [Section 192]
11.
File [e-Form no 23] (in case of Appointment of Managing Director only) with in 30 days from the date of General Meeting.
12.
File [e-form no 32] with the concerned ROC within 30 days from the date of Appointment.
13.
Make the payment of requisite fees, fees can be paid through Credit Card / by cash / by cheque in favour of “MCA Collection Account ICICI Bank” at the prescribed rates. (Fee Calculator)
14.
Such Director need to make a [intimation] with in twenty days to the other companies in which he is already a director, Managing Director, manager, Secretary. (Section 305)
15.
File [e-form no 25C] within 90 days from the date of General Meeting.
16.
Make necessary entries in the Register of Directors and in the Register of Director’s Shareholding. [Section 303(1) & 307]
17.
Notify the Stock Exchange with which shares of the Company are listed about the change in the company directors [Clause 30(a) of the Standard Listing Agreement]
18 July 2013
RESOLVED THAT pursuant to provisions of Article _____ of Article of Association of the Company and Sections, 198,269,309 and 310 read with Schedule XIII and all other applicable provisions, if any, of the Companies Act, 1956 (including any statutory modification or re-enactment thereof for the time being in force) subject to such other consents, approvals and permissions if any needed. Mr. ________________ be and is hereby appointed as the Executive Director of the company for a period of .............with effect from _________________on the terms and conditions hereinafter mentioned.”
“RESOLVED FURTHER that pursuant to the Articles of Association of the Company, Mr. _______________ shall not retire by rotation.”
“RESOLVED FURTHER THAT (Name of the person(s) authorized) be and are hereby authorized jointly and/or severally to take such steps as may be necessary for obtaining approvals, statutory or otherwise, in relation to the above and to settle all matters arising out of and incidental thereto and sign and execute all applications, documents and writings that may be required, on behalf of the Company and generally to do all acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid Resolution.”
Salary (Rs./Month)
Commission
Such remuneration by way of commission not exceeding 3 % of net profits of the Company in addition to the salary, perquisites and allowances, subject to the overall ceiling stipulated in Sections 198 and 309 of the Companies Act, 1956. The specific amount payable will be decided by the Board of Directors based on certain criteria and will be payable only after the Annual Accounts of the Company have been adopted by the members of the Company.
Perquisites
Perquisites should be allowed in addition to the salary as but within the overall limit, if any, prescribed under Schedule XIII of the Companies Act, 1956, as amended from time to time. The perquisites shall be evaluated etc. as per Income Tax Rules, wherever applicable and in the absence of any such rules, at actual cost.
a) Housing
House Rent Allowance shall be allowed as per the rules of the Company within the overall limit specified above.
b) Medial Reimbursement
Expenses incurred for the appointee and his family subject upto to a ceiling of three month’s salary in a year or fifteen month’s salary over a period of five years.
c) Leave Travel Assistance
First Class Air Fare for self and family once in a year to any destination. Family defined as spouse and two dependent children.
d) Club Fees
Fees and expenses at clubs subject to a maximum of two clubs. This will not include life membership fees.
e) Personal accident insurance
As per rules of the Company
f) Employer’s contribution to Provident fund/superannuation fund
As per Rules of the Company
g) Gratuity
Gratuity payable shall be at the rate of 15 days salary for each completed year of service in accordance with the rules. h) Car/Telephone
Car with driver for use on company’s business and telephone/telefax facilities at residence will be provided to the appointee. Personal long distance calls on telephone and use of car for private purpose shall be billed by the Company to the appointee. The aforesaid remuneration will be subject to the limit of 5% of the net profits as laid down under sub-section (3) of section 309 of the Companies Act, 1956.
Minimum Remuneration:Notwithstanding anything to the contrary herein contained, where in any financial year during the currency of the tenure of Mr. _______________, the Company has no profits or the profits of the Company are inadequate, the Company will pay remuneration by way of salary, perquisites and allowances as specified above.
18 July 2013
ya i have not mentioned time.. u can mention it and change it as per ur requirement..passing this resolution for a term of 3 years wont be an issue...
26 July 2013
what is the requirement for re-appointment of an executive director and a joint managing director?which resolution need to be passed SR or OR and what forms are required to be filed? And if we want to appoint an executive director what resolution and what forms are required?
CAclubindia
