Appointment of directors
This query is : Resolved
Querist : Anonymous
Querist :
Anonymous
(Querist)
27 November 2012
Can appointment of directors be made through Circulation in Private limited company? Do the directors which are appointed need to be reappointed as whole time director in the next AGM with the Salary paid to them? What is the process and what resolutions need to be passed, please provide me.
27 November 2012
Hi
Yes, director cab be appointed by resolution passed through circulations. In next Board meeting you will take note of the circular resolution passed.
It is not mandatory to reappoint him at AGM.
If you want to appoint him as WTD, you appoint him as WTD and the same resolution you can pass in coming general meeting.
Yes, director cab be appointed by resolution passed through circulations. In next Board meeting you will take note of the circular resolution passed.
It is not mandatory to reappoint him at AGM.
If you want to appoint him as WTD, you appoint him as WTD and the same resolution you can pass in coming general meeting.
27 November 2012
You can change it as WTD in place of MD.
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.
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.
Querist : Anonymous
Querist :
Anonymous
(Querist)
27 November 2012
“RESOLVED THAT XYZ be and hereby appointed as Additional Directors of the Company with immediate effect, and they shall hold such office till the conclusion of the ensuing Annual General Meeting where they shall seek re appointment as Directors of the Company.”
This is the resolution we passed by Circulation. What shall be the next Resolution in AGM in case of pvt company? Do we need to give salary also in the resolution?
This is the resolution we passed by Circulation. What shall be the next Resolution in AGM in case of pvt company? Do we need to give salary also in the resolution?
27 November 2012
The Board considered the same and passed the following resolution by circulation:
"RESOLVED THAT pursuant to the provisions of Section 260 and other applicable provisions (including any modification or re-enactment thereof), if any, of the Companies Act, 1956, (Name of the person whose appointment is proposed) be and is hereby appointed as an Additional Director on the Board of Directors of the Company who shall hold office upto the date of the ensuing Annual General Meeting of the Company".
"RESOLVED FURTHER THAT (Name of the person(s) authorized) be and are hereby severally authorized to do all the acts, deeds and things which are necessary to the appointment of aforesaid person as an additional director of the Company.”
The Board considered the same and passed the following resolution by circulation:
"RESOLVED THAT pursuant to the provisions of Section 260 and other applicable provisions (including any modification or re-enactment thereof), if any, of the Companies Act, 1956, (Name of the person whose appointment is proposed) be and is hereby appointed as an Additional Director on the Board of Directors of the Company who shall hold office upto the date of the ensuing Annual General Meeting of the Company".
"RESOLVED FURTHER THAT (Name of the person(s) authorized) be and are hereby severally authorized to do all the acts, deeds and things which are necessary to the appointment of aforesaid person as an additional director of the Company.”
27 November 2012
Shareholder Resolution - Appointment of Managing Director
TYPE OF MEETING GENERAL MEETING
TYPE OF RESOLUTION ORDINARY RESOLUTION
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.
TYPE OF MEETING GENERAL MEETING
TYPE OF RESOLUTION ORDINARY RESOLUTION
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.
27 November 2012
DRAFT LETTER FOR PASSING OF RESOLUTION BY CIRCULATION:
Date:
To,
Mr./Ms …………..
DIN…………..
Indian Address……
Sub: ………………………………………….
Dear Sir/Madam
It is proposed to pass the resolution on the above mention subject. This cannot wait till the next meeting of the Board of Directors. Accordingly I am sending herewith the following resolution, in duplicate, which is intended to be passed as a resolution by circulation as provided in section 289 of the Companies Act, 1956 for your kind approval.
Resolution No……
“RESOLVED THAT……………………………………..”
[Set out the resolution intended to be passed]
Please Tick (√)
For Against
……………
Signature
You are requested to return the duly signed duplicate copy of the same after indicating your assent or dissent to the proposal under your signatures at the registered address of the company at your early convenience.
DRAFT LETTER FOR PASSING OF RESOLUTION BY CIRCULATION:
Date:
To,
Mr./Ms …………..
DIN…………..
Indian Address……
Sub: ………………………………………….
Dear Sir/Madam
It is proposed to pass the resolution on the above mention subject. This cannot wait till the next meeting of the Board of Directors. Accordingly I am sending herewith the following resolution, in duplicate, which is intended to be passed as a resolution by circulation as provided in section 289 of the Companies Act, 1956 for your kind approval.
Resolution No……
“RESOLVED THAT……………………………………..”
[Set out the resolution intended to be passed]
Please Tick (√)
For Against
……………
Signature
You are requested to return the duly signed duplicate copy of the same after indicating your assent or dissent to the proposal under your signatures at the registered address of the company at your early convenience.
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