Board resolution for appointment of md

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

22 June 2013 A PUBLIC CO. IN INCORPORATION 32,APPOINTED ONE PERSON AS MD ON 10.09.2008. BUT NOT FILED 25C AND 23 YET. I WANT TO FILE 25C & 23 NOW. WHAT ARE THE PROCEDURES? I WANT A BOARD AND AGM RESOLUTION FOR THE APPOINTMENT OF MD W.E.F 10.09.2008.

Ajay Mishra

Ajay Mishra (Expert)
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22 June 2013 Hi

PROCEDURE FOR APPOINTMENT OF MANAGER/WTD/MANAGING DIRECTOR

1. A board Meeting shall be convened to decide on the proposal to appoint a particular person as a managing director and also decide provisionally the terms and conditions of the appointment including the remuneration if any, payable to the managing director.
2. The Board decides whether the remuneration payable to MD would be by way of monthly payment or at a specified percentage of the net profit of the company or partly by the one way or partly by the other.
3. A copy of the Board Resolution regarding the appointment should be filed with the ROC in Form-23 within 30 days from the date of passing of such resolution.{ Section 192(1) read with Section 195(4)(c)}.
4. If the appointment is in conformity with the provision of Schedule XIII, a return in Form-25 C must be filed with in 90 days from the appointment with ROC.
5. If the appointment is not in conformity with the procedures of Schedule XIII, approval of the Central Government is required, in the following manner:

a. before any application is made by the company to CG, there shall be issued by or on behalf of the company a general notice to all members indicating the nature of the application proposed to be made.
b. The notice is to be published at least once in a regional language newspaper and once in an English newspaper circulating in the district where the registered office of the company is situated. {Section 640B}.
c. An application shall be made to CG in Form-25A within 90 days from the date of appointment, together with the fee as per Companies (Fee on Applications) Rules, 1999.
d. A copy of the application along with all document (except fees) shall also be forwarded to the ROC.
e. In case the appointment is made without remuneration, CG approval’s will still be necessary if the appointment falls outside the provisions of Part I of Schedule XIII.

6. The appointment and remuneration payable to MD require approval of the Shareholders by Ordinary Resolution.{Clause I of Part III of Schedule XIII}.
7. The terms and conditions of the appointment of MD should be incorporated in an agreement executed by him with the company.
8. An abstract of the terms of agreement for the appointment of the MD should be sent to every member of the company within 21 days of entering into agreement.

Best Regards

Ajay Mishra

Ajay Mishra (Expert)
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22 June 2013
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF (NAME OF THE COMPANY) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS) ON (DATE) AT (TIME)

“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 Managing Director of the company for a period of five years 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.

Ajay Mishra

Ajay Mishra (Expert)
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22 June 2013
CERTIFIED TRUE COPY OF THE EXTRA-ORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF (NAME OF THE COMPANY) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS) ON (DATE) AT (TIME)

“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 Managing Director of the company for a period of five years 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 oveall 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.