Authorising A Director To Discharge Certain Responsibilities On Behalf Of The Board - BR

Resolution Authorising A Director To Discharge Certain Responsibilities On Behalf Of The Board

“RESOLVED THAT Shri _______, Director, be and is hereby authorised to sign and execute counter guarantees in favour of the __________ on behalf of the company whenever the company has to get guarantees issued by the said Bank for the purpose of giving quotations against the tenders floated by the agencies of Central or State Government and any other company.”

Appointing Managing Director - OR

Ordinary Resolution Appointing Managing Director

“RESOLVED THAT pursuant to the provisions of Sections 164, 196, 197 and 203 read with Schedule V and all other applicable provisions, if any, of the Companies Act, 2013 including any statutory modification or re-enactment thereof and subject to such approvals as may be necessary, approval of the members of the company be and is hereby accorded to the appointment of Shri ______________ as the Managing Director of the company for a period of five years with effect from 1st January, 2015 upon the terms and conditions including remuneration as set out in draft agreement submitted to this meeting and initialled by the Chairman for the purpose of identification, which agreement be and is hereby approved and sanctioned with the authority to the Board of directors of the Company to alter and vary the terms and conditions of the said appointment and/or agreement in such manner as the Board may deem fit and as may be acceptable to Shri ___________,  the Managing Director.”

“RESOLVED FURTHER THAT the Board of directors of the company be and is hereby authorized to do all such acts, deeds and things and execute all such documents, instruments, and writings as may be required to give effect to the aforesaid resolution.”

Explanatory Statement

The Board of directors of the company at their meeting held on ______ appointed Shri ___________ as the Managing Director of the Company for a period of five years effective from 1st January, 2015 on the terms of appointment and remuneration payable to Shri __________, Managing Director of the company as are specified in the draft agreement to be executed between him and the company, a copy of which (as has also been duly approved by the Board) will be placed before the meeting and is subject to the approval of the shareholders and other approvals, if any, as may be necessary.

The principal terms of appointment and remuneration of Shri __________ are as follows:

1. Salary: ________________________________________________

2. Commission: ____________________________________________

3. Perquisites, allowance and other benefits: ______________________

4. Minimum Remuneration: _______________________________

Not with standing anything to the contrary herein contained, where in any financial year, the company has no profits or its profits are inadequate, the company will pay Shri _________, the Managing Director of the company, the remuneration by way of salary, perquisites and allowances as specified above subject to the approval of the Central Government, if required.

The Managing Director shall also be entitled to reimbursement of expenses actually incurred by him for the business of the company. He shall not be paid any sitting fees for attending meetings of the Board or Committee thereof.

Shri _____________, Managing Director shall not be liable to retire by rotation. The resolution is recommended for your approval.

Copies of the Memorandum and Articles of Association of the company, draft agreement to be entered into between the company and Shri __________, Managing director duly approved by the Board, and all other relevant documents and papers are open for inspection at the Registered Office of the company between ______ to ______ on any working day prior to the date of the meeting.

None of the directors of the company except Shri _________is concerned or interested in the resolution.

Disclosure of Interest from Directors - BR

Board Resolution to take note of general disclosure of interest received from Directors at the First Board Meeting pursuant to Section 184 of Companies Act, 2013

“RESOLVED THAT pursuant to provisions of Section 184 and any other applicable provisions, if any, of the Companies Act, 2013 and its rules there under, the general notice of Disclosure of interests in a Form MBP-1 has been received from all the Directors of the Company and such Disclosure of interests be and are hereby noted and accepted by the Board.

RESOLVED FURTHER THAT any one of the Directors be and is hereby severally empowered and authorized to do all such acts, deeds, matters and things as may be necessary to give effect to the above resolution"

Regularisation of Additional Director - OR

Ordinary Resolution for regularisation of an Additional Director pursuant to Section 161 of Companies Act, 2013

For Private Companies

“RESOLVED THAT pursuant to the provisions of Section 161 of the Companies Act, 2013 and Rules framed thereunder (including any statutory modification(s) or re-enactments thereof for the time being in force), Mr. ____________ (DIN: _______) who was appointed as an Additional Director of the Company by the Board of Directors and who holds office upto the date of this Annual General Meeting, be and is hereby appointed as Director of the Company, whose term shall be liable to retirement by rotation.”

For  Other Companies

“RESOLVED THAT pursuant to the provisions of Section 161 of the Companies Act, 2013 and Rules framed thereunder (including any statutory modification(s) or re-enactments thereof for the time being in force), Mr. ____________ (DIN: _______) who was appointed as an Additional Director of the Company by the Board of Directors and who holds office upto the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013, from a Member, proposing the candidature of Mr. _____________ for the office of Director of the Company, be and is hereby appointed as Director of the Company, whose term shall be liable to retirement by rotation.”

Payment of Remuneration to Non-executive Directors - OR

Ordinary Resolution for payment of remuneration to Non-executive Directors pursuant to Section 197 of Companies Act, 2013

“RESOLVED THAT pursuant to the provisions of Section 149(9),197 and all other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modifications(s) or reenactment thereof for the time being in force) and subject to such approvals as may be necessary, consent of the members of the Company be and is hereby accorded for payment of profit related commission to Non-executive directors of the Company not exceeding of ₹ _______________ each (exclusive of applicable taxes) per annum or any of them in such amounts or proportions and in such manner as may be decided from time to time by the Board of Directors and such payments shall be made in respect of the profits of the Company for each financial year commencing from 1st April, ______ provided however that the aggregate commission paid to all Non-executive Directors of the Company shall not exceed one percent of the net profits of the Company calculated in accordance with the provisions of Companies Act, 2013 in respect of each financial year.

RESOLVED FURTHER THAT the above remuneration shall be in addition to fee payable to the director(s) for attending the meetings of the Board or Committee thereof and reimbursement of expenses for attending the Board and other meetings."

Appointment of Director - OR

Ordinary Resolution for appointment of Director pursuant to Section 152 of Companies Act, 2013

In case of Private Companies

“RESOLVED THAT, pursuant to Section 152 of Companies Act, 2013, Mr. ________ (Director Identification Number _________), who is eligible for appointment as a Director, be and is hereby appointed a Director of the Company ."

In case of Other companies

“RESOLVED THAT, pursuant to Section 152 of Companies Act, 2013, Mr. ________ (Director Identification Number _________) in respect of whom the Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013 proposing his candidature for the office of Director, and who is eligible for appointment as a Director, be and is hereby appointed a Director of the Company liable to retire by rotation."

Removal of Director - OR

Ordinary Resolution for removal of a Director by Members pursuant to Section 169 of Companies Act, 2013

“RESOLVED THAT pursuant to the provisions of Section 169 and other applicable provisions of the Companies Act, 2013, and the Rules framed thereunder, Mr. _______ (Director Identification Number ___________) be and is hereby removed from the office of Director of the Company with effect from the date of this meeting.”

Appointment of Independent Director - OR

Ordinary Resolution for appointment of Independent Director pursuant to Section 149 of Companies Act, 2013

“RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and Clause 49 of the Listing Agreement, ___________ (DIN: _______), who qualifies for being appointed as an independent director and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature for the office of Independent Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term up to the date of the _____ Annual General Meeting of the Company in the calendar year _____.”

Reappointment of Whole-time Director - OR

Ordinary Resolution for reappointment of Whole-time Director of the Company for further period pursuant to Section 196 of Companies Act, 2013

“RESOLVED THAT in accordance with the provisions of Sections 196, 197 and 203 read with Schedule V and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), approval of the members be and is hereby accorded to re-appoint _____________ (DIN: ___________) as a Whole-time Director for a further period of 5 (five) years from the expiry of his present term of office, that is, with effect from ________, 20__ on the terms and conditions including remuneration as set out in the Statement annexed to the Notice, with liberty to the Board of Directors (hereinafter referred to as “the Board” which term shall include the Human Resources, Nomination and Remuneration Committee of the Board) to alter and vary the terms and conditions of the said re-appointment and / or remuneration as it may deem fit; 

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

Reappointment of Retiring Director - OR

Ordinary Resolution for reappointment of a Retiring Director pursuant to Section 152 of Companies Act, 2013

“RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act, 2013, _____________ (DIN: _________), who retires by rotation at this meeting and being eligible has offered himself for re-appointment, be and is hereby re-appointed as a Director of the Company, liable to retire by rotation.”