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(c)
eForm No. 23 along with a certified copy of the foregoing resolution for registration of the resolution as
required under Section 192 of the Companies Act, 1956, within thirty days
of the passing of the resolution.
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SPECIMEN OF ORDINARY RESOLUTION APPOINTING
MANAGING DIRECTOR
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"RESOLVED that pursuant to the
provisions of Sections 198, 269 and 309 read with
Schedule XIII and all other applicable provisions, if any, of the Companies
Act, 1956
including any statutory modification or re-enactment thereof and subject to
such approvals
as may be necessary, approval of the members of the company be and is hereby
accorded to the appointment of Shri ............................ as the
Managing Director
of the company for a period of five years with effect from 1st January, 2003 upon
the terms and conditions including remuneration as set out in draft agreement submitted
to this meeting and initialled by the Chairman for the purpose of identification,
which agreement be and is hereby approved and sanctioned with the authority
to the Board of directors of the Company to alter and vary the terms and conditions
of the said appointment and/or agreement in such manner as the Board may
deem fit and as may be acceptable to Shri.........................., the
Managing Director.
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RESOLVED further that the Board of
directors of the company be and is hereby authorized
to do all such acts deeds and things and execute all such documents, instruments,
and writings as may be required to give effect to the aforesaid resolution."
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The Board of directors of the company at
their meeting held on .................... appointed
Shri ....................... as the Managing Director of the Company for a
period of
five years effective from 1st January, 2003 on the terms of appointment and remuneration
payable to Shri...................., Managing Director of the company as are specified
in the draft agreement to be executed between him and the company, a copy
of which (as has also been duly approved by the Board) will be placed before the
meeting and is subject to the approval of the shareholders and other
approvals, if any,
as may be necessary.
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The principal terms of appointment and
remuneration of Shri.................. are as follows:
1. Salary:
...............................................................…………………….....
2. Commission:
.................................................................……………….
3. Perquisites, allowance and other
benefits: .........................................
4. Minimum Remuneration:
....................................................................
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Notwithstanding anything to the contrary
herein contained, where in any financial year,
the company has no profits or its profits are inadequate, the company will
pay Shri........................,
the Managing Director of the company, the remuneration by way of
salary, perquisites and allowances as specified above subject to the approval
of the
Central Government if required.
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The Managing Director shall also be
entitled to reimbursement of expenses actually
incurred by him for the business of the company. He shall not be paid any sitting
fees for attending meetings of the Board or Committee thereof.
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Shri......................., Managing
Director shall not be liable to retire by rotation. The resolution
is recommended for your approval.
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Copies of the Memorandum and Articles of
Association of the company, draft agreement
to be entered into between the company and Shri.....................,
Managing director
duly approved by the Board, and all other relevant documents and papers are
open for inspection at the Registered Office of the company between 10.00
a.m. to
12.00 noon on any working day prior to the date of the meeting.
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None of the directors of the company
except Shri................. is concerned or
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interested in the resolution.
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