reappointment of managing director

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kanika kapoor (Querist)
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18 October 2010 Can anyone pls provide me the draft of resolution and explanatory statement which required to be attach with form 23 in case of re-appointment of managing director for another 5 years.

CS Mitesh Mehta

CS Mitesh Mehta (Expert)
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18 October 2010 Section: 269

"RESOLVED THAT in accordance with the Provisions of Sections,269, 198, 309, and other applicable provisions , if any, of the Companies, Act, 1956 , read with Schedule XIII to the said Act, and subject to the approval of the members and such other consents/approvals as may be required Mr…………………………………………………..be and is hereby reappointed as a Managing Director of the Company for a period of …………….. years ( not exceed five years) whose office shall not be liable to retirement by rotation at such salary and perquisites as per details given below."

a) Salary : Rs……………………………………………..Per Month
b) House Rent Allowance : Rs………………………………………………per Month
c) Commission : ……………..% of Net Profits of the Company.
d) Medical Reimbursement : medical expenses incurred for self and family subject to a ceiling of ………… months salary in a year or ………..months salary over a period of …….. years.
f) Leave Travel Concession : for self and family once in a year as per the rules of the Company.
g) Personal Accident Insurance : Premium not exceeding Rs……………………… per annum.
h) Club Fees : Fees of clubs subject to a maximum of two clubs. This will not include admission and life membership fee.
i) Encashment of Leave : Encashment of leave at the end of the tenure as per the rules of
the Company.
j) Provident Fund, Superannuation benefits and Gratuity as per the rules of the Company subject to the ceilings as per the guidelines for Managerial remuneration in force from time to time.
k) Provision of Company's Car with Driver.
l) Provision of telephone at Residence . However personal calls have be charged to the appointee.
EXPLANATION:
For the purpose of C and D above means, the spouse, the dependent children and dependent parents of the appointee.

RESOLVED FURTHER that the duties of the Managing Director shall be the overall supervision of the functioning of the company, handling day to day affairs of the Company, appointment and termination of services of employees, operating bank accounts, signing cheques, promissory notes, bills of exchange, regularly reporting to the Board on the activities of the Company and to perform all other duties that the Board may delegate to the Managing Director from time to time."

CS Mitesh Mehta

CS Mitesh Mehta (Expert)
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18 October 2010 Explanatory Statement

In view of the increasing activities and the future expansion programme of the Company, Mr__________ is proposed to be re-appointed as Managing Director of the Company for a period of five years with effect from___________.

Qualification & Expertise of Proposed Managing Director:_____________________________________________________________________________

The Terms and conditions of the re-appointment and remuneration are Set out in the resolution.

Except ____________ (if any), none of the Directors are concerned or interested in the reolution.

Ajay Mishra

Ajay Mishra (Expert)
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19 October 2010 Hi

I will suggest you to find other resolution for appointment of MD on google, that will provide better understanding of presentation of resolution and explanatory statement.

Regards

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