JD ( Business) (352 Points)
06 February 2015Dear All ,
We are terminating 2 of the existing Directors from the board , under their willigness to quit, and simultaneously infusing a new director..
Can you please help me find a sample board resolution format for the same , where 2 directors terminate & we intake a new director?
Also please let me know the steps/ procedures . Our CA has asked us to prepare a resolutoion. But i feel there may be a requirement of a letter from the existing directors , Kindly help
Thanks in advance
Arpit Shah
(Accountant)
(21438 Points)
Replied 06 February 2015
Taking note of Resignation of Director
“RESOLVED THAT resignation of Mr. Sanchit Goel as Director, from the Board of Directors of the
Company, be and is hereby accepted with effect from May 29, 2014.
FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, Mr. Amit Tiwari,
Director of the Company be and is hereby authorised to do all acts, deeds, matters and things as deem
necessary, proper or desirable and to sign and execute all necessary documents, applications and returns
along with filing of necessary E-form with the Registrar of Companies, NCT of Delhi and Haryana.”
Arpit Shah
(Accountant)
(21438 Points)
Replied 06 February 2015
CERTIFIED TRUE COPY OF RESOLUTIONS PASSED BY THE MEMBERS OF THE COMPANY AT EXTRA-ORDINARY GENERAL MEETING HELD ON 30TH SEPTEMBER, 2014 AT 11.00 A.M. AT THE REGISTERED OFFICE OF THE COMPANY.
Resolution No. 6 – Appointment of Managing Director- Ordinary Resolution
RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198 and 203 and any other applicable provisions if any of the Companies Act, 2013 and the rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force), read with Schedule V to the Companies Act, 2013, the consent and approval of the members of the Company be and is hereby accorded to the re-appointment of Mr. Prakash S. Patel (DIN: 00254111) as a Whole-time Director designated as “Executive Director (Marketing)” of the Company for a further period of five years with effect from 1st November, 2014 on the terms and conditions as stated below:-
I. REMUNERATION:
(a) Salary:
Rs. 75,000/- per month with such increase in salary and perquisites as may be decided by the Board of Directors (which includes any committee thereof) from time to time but subject to maximum salary of Rs. 3,00,000/- per month.
(b) Perquisites:
Mr. Prakash S. Patel, Whole-Time Director shall entitled to perquisites like furnished accommodation or house rent allowance in lieu thereof together with reimbursement of expenses for utilation of Gas, Electricity, Water, reimbursement of medical expenses incurred in India or abroad (including insurance premium for medical and hospitalization policy) for self and family, leave travel concession for self and his family including dependents, Children education allowance, club fees, premium towards personal accident insurance and all other payments in nature of perquisites and allowances in accordance with subject to a ceiling of 10% of annual Salary per annum.
“Family” covers the spouse, the dependant children, dependant parents of Whole Time Director.
In the computation of the ceiling on remuneration the following perquisites shall not be included:-
1) Contribution to Provident fund or Superannuation or Annuity fund as to the extent these either singly or put together are not taxable under the Income Tax act, 1961.
2) Gratuity at the rate of half month’s salary for each completed year of service.
3) Leave with full pay or encashment thereof as per the rules of the Company.
(c) Other Amenities:
The following amenities shall not be considered as perquisites:-
II. OVERALL REMUNERATION
The aggregate of the remuneration payable to Whole Time Director by way of Salary and perquisites in any financial year shall not exceed the limit prescribed under section 197 and other applicable provisions of the Companies Act, 2013 and the rules made there under (including any statutory modification(s) or re- enactment thereof for the time being in force), read with Schedule V to the Companies Act, 2013 as amended from time to time.
III. MINIMUM REMUNERATION
In event of the company has no profit or its profits are inadequate in any financial year during the currency of tenure of service of Whole Time Director, the remuneration by way of Salary and perquisites as mentioned above shall be paid to him as minimum remuneration subject to the limit as prescribed in section II of Part II of Schedule V of the Companies Act, 2013 or any statutory amendments, modifications or re-enactment thereof for the time being in force.
IV. NATURE OF DUTIES & POWERS
Mr. Prakash S. Patel, Whole-time Director, shall look after the entire day to day Sales and Marketing aspects of the Company. Subject to superintendence, control and Directors of the Board of Directors he shall exercise all such powers as may be assigned, granted and entrusted to him by the Board of Directors of the Company from time to time for the proper performance, discharge and execution of his duties and responsibilities.
V. The appointment may be terminated by the Company or by Whole Time Director by giving one month prior notice in writing.
RESOLVED FURTHER THAT the Board of Directors (including any committee) be and are hereby authorized to alter/ vary the terms and conditions of appointment including remuneration payable to Whole Time Director from time to time within the aforesaid limit in such a manner as the Board in its sole discretion deem fit.
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to take such steps and to do all acts, deeds, matters and things as the Board may consider necessary or expedient to give effect to this resolution.
For, JET GRANITO LIMITED
(Jay V. Patel)
Director-DIN: 0002144
CAclubindia
