Explanatory statement under sec 173

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Sowmya.S.Balan

Sowmya.S.Balan (Querist)
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24 April 2012 Can any one provide format of explanatory statement for reappointment of managing director for the purpose of registration of certain resolutions and agreements under section 192 (4)(c)

Ajay Mishra

Ajay Mishra (Expert)
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24 April 2012 Hi

EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956

ITEM NO. 4

Mr. X has been the Managing Director of the Company since June .......2012. The terms of office of Mr. X as Managing Director of the Company will expire on ....2012. The present proposal is to seek the members’ approval for the re-appointment of Mr. X as Managing Director in terms of the applicable provisions of the Companies Act, 1956. The Board of Directors of the Company (the ‘Board’), at its meeting held on.....2012 has, subject to the approval of members, re-appointed Mr. X for a further period of five years from the expiry of his term. Mr. X upon re-appointment as Managing Director, without remuneration, shall continue to hold office of the Chairman and Managing Director.

The Board feels that presence of Mr. X on the Board is desirable and would be beneficial to the Company.

Mr. X is concerned or interested in this resolution set out at item no... of the notice which pertains to her re-appointment. Further Mr. Y may be deemed to be interested in the resolution pertaining to the re-appointment of Mr. X as they are related to each other. Save and except the above, none of the above Directors of the Company is, in anyway concerned or interested in this resolution.

The Board recommends resolutions set out at item no.... of the notice for your approval.

Regards

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Explanatory statement under sec 173

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