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Board resolution for change of management

CS Kaushik Kundu (Company Secretary) (180 Points)

18 November 2011

Management of a Pvt. Ltd. Company will be chaged. Please suggest me the specimen board resolution for change of management of such Pvt. Ltd.?

Everyone's cooperation is higly appreciated.

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2 Replies

Charu Srivastava (Company Secretary) (4210 Points)
Replied 18 November 2011

Change in mangement means appointment and cessation of a Director.

According to my understanding you require Board Resolution of Appointment and Cessation of Director. Resolutions are as follows:-

Appointment of Director

...................Informed the board that in order to comply with the requirements of Corporate Governance and to have requisite Independent Directors on the Board, it is proposed to appoint Mr. ………………. as an additional director of the Company. After discussion it was:-

“RESOLVED THAT in pursuance of section 260 of the Companies Act, 1956 and Article No. ..........) of Articles of Asscoiation of the Company, approval of the Board be and is hereby accorded for appointment of Mr. ………….., as an Additional Director of the Company w.e.f ………………. till the date of forthcoming Annual General Meeting of the Company.

FURTHER RESOLVED THAT ...................... Director of the Company be and is hereby authorized to do all such acts as are necessary to give effect to this resolution.”

Cessation of Director

Managing Director of the Company,............j informed the Board that ............, ............... Director of the Company has shown his inability to continue as director for personal reason . He has given his resignation which is being produced before the Board after discussion and considering the genuine difficulty it was-

“RESOLVED THAT the resignation letter of .............. be and is hereby accepted w.e.f...............”

“FURTHER RESOLVED THAT .................... ,Managing Director of the Company be and is hereby authorized to file form 32 to the Registrar of Companies, U.P.& Uttrakhand ,Kanpur in this behalf.”

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