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Resolution for Appt of CEO, CFO

Priyanka (CS) (141 Points)

22 January 2009

Hello,

Can anybody please provide a draft resolution for the Appointment of CEo and CFO at the earliest.

thanks in advance.

Priyanka

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8 Replies

Gargi Ranade (CS) (619 Points)
Replied 22 January 2009

Originally posted by :Priyanka
"	Hello, Can anybody please provide a draft resolution for the Appointment of CEo and CFO at the earliest. thanks in advance. Priyanka	"

HI Priyanka :sending herewith format of resolution passed at BM for appointment of CEO take EGM/ AGM for approval of shareholder

3. APPOINTMENT OF THE CHIEF EXECUTIVE OF THE COMPANY:

The Chairman informed the members of the Board that in accordance with Article ___ of the Articles of Association, the Board of Directors shall appoint a person nominated by (if any nomination from parent co or joint venture partner ) ___as the Chief Executive of the Company. Accordingly, _______as recommended Mr. _______ for appointment as Chief Executive for an initial term of _____ years and renewable thereafter. The Board considered and approved the appointment of Mr______________ as the Chief Executive.

“RESOLVED THAT subject to the provisions of Section 198, 269 and other applicable provisions, if any, of the Companies Act, 1956, and subject to the shareholders’ approval, Mr. ____________ be and is hereby appointed as the Chief Executive of the Company for a period of __ years with effect from _____________. The Chief Executive will also function as “Manager” under the Companies Act.

RESOLVED FURTHER THAT any one of the Directors of the Company be and is hereby authorized to enter into necessary agreement with Mr. ____ to give effect to the appointment.

RESOLVED FURTHER THAT any one of the Directors of the Company be and is hereby authorized to file necessary forms with the Registrar of Companies, and to do all such acts, deeds, matters and things as may be required to give effect to this resolution.”

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Yogesh Bhatt (Company Secretary) (475 Points)
Replied 02 July 2010

Thanks for Sharing.

neha (company secretary) (21 Points)
Replied 07 August 2010

can anybody please send me a draft ordinary resolution for appoinment of manager in general meeting?and is it necessray to appoint person as a director befor appointment of manager?

ARUN KUMAR MAITRA (Practicing Company Secretary) (1016 Points)
Replied 07 June 2012

Please provide me a copy of the draft resolution for appointment of a Nominee Director in a Joint Venture Company?

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 08 June 2012

Priyanka ji,

CEO and CFO are the term described under Listing Agreement as under:

"The CEO, i.e. the Managing Director or Manager appointed in terms of the Companies Act, 1956 and the CFO i.e. the whole-time Finance Director or any other person heading the finance function discharging that function."

Therefore, there is no direct appointment of any CEO or CFO. They must be re-designated as CEO or CFO accordingly.

Accordingly, the resolution must be as under:

"RESOLVED THAT Shri................................, MD of the Company be and is hereby redesignated as CEO of the Company."

"RESOLVED THAT Shri......................., Director (Finance) of the company be and is hereby redesignated as CFO of the Company."

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(Guest)

Ankur sir,

as you explained that CEO & CFO are the terms employed in listing agreements so accordingly they hav eto be redesignated.

1.but what about a case wherein a closely held unlisted private company wants to appoint its managing director as CEO. is there a need to file form 32?

2.which are the sections which should apply to such appointment?

3.kindly also provide with a draft resolution for such an appointment.?

4.also is there a requirement to regularise the appointment of M.D. in the general meeting of shareholders if he is appointed by the Board, wherein at the time of appointment as M.D. he was already holding position of directorship?

Kindly explain all above with regard to a closely held unlisted private limited company.

Thanks

Sangeeta (Company Secretary) (46 Points)
Replied 04 January 2014

Dear Members,

What is the procedure for re-designation of Executive Director and Manager of a Listed Public Company as the CEO and CFO respectively? Also put some light on the following queries:-

Does such appointment by the Board needs to be regularised later on at an EGM/AGM by the Shareholders of the Company?
Does the ROC needs to be intimated about such re-designation, if yes, What E Forms are to be filed?
Apart from Section 2(18) and 2(19) of the Companies Act, 2013 and relevant provisions of the Listing Agreement, Is any other provisions of any other Statutory Acts and Laws effected by such re-designation?

Kindly put some light on the aforesaid queries and oblige.

With Regards,

CS Sangeeta Ghose.