Harismohan (Accountant) (177 Points)
16 January 2009Please some one guide me to what is the procedure adopted for appoint ment of wholetime director of the limited company is it shareholders approval is required , please give me the specimen resolutions
CS P K Pandey
(employed)
(97 Points)
Replied 17 January 2009
To consider to reappoint Shri Sandeep Agrawal as Director/Whole Time Director of
the Company
As the board was aware that in the Annual General Meeting held on 26.07.2007 Mr Sandeep Agrawal was appointed as Whole Time Director of the company to hold the office upto the date of ensuing Annual General Meeting.
The board considered to re- appoint Shri Sandeep Agrawal as Whole Time Director of the company for a period of one year on the following remuneration from the conclusion of Fifteenth Annual General Meeting till the conclusion of Sixteenth Annual General Meeting-
Remuneration
Basic Salary- Rs 60000 per month
House Rent Allowance- Rs 30000 per month
Provident Fund as per the rules of the company
Company’s car with driver for the use for company’s business
Medical reimbursement/allowance for self and family the amount of which shall not exceed one month’s basic salary in a year
Leave Travel Allowance for self and family the amount of which shall not exceed one month’s basic salary in a year
The board passed the following resolution and further refered the same for the approval of members at the Annual General Meeting.
"RESOLVED THAT pursuant to section 198, 269, 309 and 310 read with schedule XIII, and other applicable provisions if any of the companies act, 1956, the consent and approval of the company be and is hereby accorded to the re-appointment of Shri Sandeep Agrawal as Whole Time Director of the company in accordance with Schedule XIII of the Companies Act, 1956 to hold office of Whole Time Director for a period of one year from the conclusion of Fifteenth Annual General Meeting till the conclusion of Sixteenth Annual General Meeting of the company on a monthly remuneration of Rs. 90000/- P.M. plus perks as set out in the explanatory statement to this resolution.
"RESOLVED FURTHER THAT the board of directors of the company be and are hereby authorised to take such steps as may be necessary to give effect to this resolution”
Resolution in General meeting
1. To consider, and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution: "Resolved that pursuant to section 198, 269, 309 and 310 read with schedule XIII, and other applicable provisions if any of the companies act, 1956, the consent and approval of the company be and is hereby accorded to the re-appointment of Shri Sandeep Agrawal as Whole Time Director of the company in accordance with Schedule XIII of the Companies Act, 1956 to hold office of Whole Time Director for a period of one year from the conclusion of Fifteenth Annual General Meeting till the conclusion of Sixteenth Annual General Meeting of the company on a monthly remuneration of Rs. 90000/- P.M. plus perks as set out in the explanatory statement to this resolution. Resolved further that the board of directors of the company be and are hereby authorised to take such steps as may be necessary to give effect to this resolution” Then file form no. 23 within 30 days. and form no. 25c in 90 days. see provisions 198, 269,309,310, and sch. xiii also.
CS P K Pandey
(employed)
(97 Points)
Replied 17 January 2009
To consider to reappoint Shri Sandeep Agrawal as Director/Whole Time Director of
the Company
As the board was aware that in the Annual General Meeting held on 26.07.2007 Mr Sandeep Agrawal was appointed as Whole Time Director of the company to hold the office upto the date of ensuing Annual General Meeting.
The board considered to re- appoint Shri Sandeep Agrawal as Whole Time Director of the company for a period of one year on the following remuneration from the conclusion of Fifteenth Annual General Meeting till the conclusion of Sixteenth Annual General Meeting-
Remuneration
Basic Salary- Rs 60000 per month
House Rent Allowance- Rs 30000 per month
Provident Fund as per the rules of the company
Company’s car with driver for the use for company’s business
Medical reimbursement/allowance for self and family the amount of which shall not exceed one month’s basic salary in a year
Leave Travel Allowance for self and family the amount of which shall not exceed one month’s basic salary in a year
The board passed the following resolution and further refered the same for the approval of members at the Annual General Meeting.
"RESOLVED THAT pursuant to section 198, 269, 309 and 310 read with schedule XIII, and other applicable provisions if any of the companies act, 1956, the consent and approval of the company be and is hereby accorded to the re-appointment of Shri Sandeep Agrawal as Whole Time Director of the company in accordance with Schedule XIII of the Companies Act, 1956 to hold office of Whole Time Director for a period of one year from the conclusion of Fifteenth Annual General Meeting till the conclusion of Sixteenth Annual General Meeting of the company on a monthly remuneration of Rs. 90000/- P.M. plus perks as set out in the explanatory statement to this resolution.
"RESOLVED FURTHER THAT the board of directors of the company be and are hereby authorised to take such steps as may be necessary to give effect to this resolution”
Resolution in General meeting
1. To consider, and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution:
"Resolved that pursuant to section 198, 269, 309 and 310 read with schedule XIII, and other applicable provisions if any of the companies act, 1956, the consent and approval of the company be and is hereby accorded to the re-appointment of Shri Sandeep Agrawal as Whole Time Director of the company in accordance with Schedule XIII of the Companies Act, 1956 to hold office of Whole Time Director for a period of one year from the conclusion of Fifteenth Annual General Meeting till the conclusion of Sixteenth Annual General Meeting of the company on a monthly remuneration of Rs. 90000/- P.M. plus perks as set out in the explanatory statement to this resolution.
Resolved further that the board of directors of the company be and are hereby authorised to take such steps as may be necessary to give effect to this resolution”
Then file form no. 23 within 30 days.
and form no. 25c in 90 days.
see provisions 198, 269,309,310, and sch. xiii also.
Landmark Judgments: Important Provisions of the EPF & ESI Act interpreted by the Honorable Supreme Court of India
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