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 10.00 a.m. to 12.00 noon 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.

Increasing the Authorised Share Capital of the Company - OR

Ordinary Resolution For Increasing The Authorised Share Capital Of The Company

“RESOLVED THAT pursuant to Section 61(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 and Article ... of the Articles of Association of the company, the Authorised Share capital of the company be and is hereby increased from ` ________ (Rupees _______) divided into ________ (_______) equity shares of ` __ each to ` _________/- (Rupees ________) divided into _________ (_________) equity shares of ` __ (Rupees ___) each by creation of __________ equity shares of ` __ each ranking pari passu in all respect with the existing equity shares.”

(Note: If the Articles of Association prescribe that a special resolution is required for increase of authorized share capital, pass the resolution as a special resolution.)

Explanatory Statement

The directors of the company have felt that for profitable working of the company, the company needs more funds in the form of equity share capital. The present authorised share capital of the company is only `________ (Rupees _________) divided into ________ (______) equity shares of `__/- (Rupees ____) each and the entire authorised share capital has been issued, subscribed and paid up. The Board, therefore, decided that the authorised share capital of the company be increased to `__________ (Rupees _________) divided into _________ (_______) equity shares of ` __/- (Rupees ____) each.

Hence the proposed resolution is recommended for consideration of and approval by the shareholders of the company.

None of the directors is concerned or interested in the proposed resolution.

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.

Consolidation of Shares - OR

Ordinary Resolution to approve consolidation of shares under Section 61(1)(b) of Companies Act, 2013

“RESOLVED THAT pursuant to Section 61(1)(b) and other applicable provisions, if any, of the Companies Act, 2013, and Article of Articles of Association of the company, all the _________ (________) equity shares of 5 (Rupees five) each of the company be and are hereby consolidated into ______________ (___________) equity shares of 10/- (Rupees ten) each

RESOLVED FURTHER THAT all the present shareholders holding in all ________________ (___________) issued, subscribed and fully paid equity shares of 5 (Rupees five) each be issued, in lieu of their present shareholding, the number of fully paid consolidated equity shares of ` 10 (Rupees ten) each

RESOLVED FURTHER THAT the Board of directors of the company be and is hereby authorised to take all the necessary steps for giving effect the foregoing resolution, including recall of the existing share certificates, issue of new share certificates in lieu of the existing issued share certificates in terms of the foregoing resolutions and in accordance with the applicable provisions of the Companies Act, 2013 read with Companies (Share Capital and Debentures) Rules, 2014.”

Contribution to bona fide and charitable funds etc. - OR

Ordinary Resolution to authorise Board of Directors to contribute to bona fide and charitable funds

“RESOLVED THAT pursuant to the provisions of Section 181 of the Companies Act, 2013 and other provisions, if any, of the Companies Act, 2013 or rules made there-under, the consent of the members of the Company be and is hereby accorded to the Board of Directors to contribute, donate, subscribe or otherwise provide assistance from time to time to any charitable, public, social, benevolent or general fund, society, association, institutions, trust, organization, relating/ not relating to the business of the Company or the welfare of its employees, for taking up any programme, activities of social, cultural, educational, economic, rural development of people at large and/or incur any expenditure on their behalf, up to an amount not exceeding Rs. _________/- (Rupees _______________ only) for the financial year _________ notwithstanding the fact that said amount may exceed 5% of the Company’s average net profit for the three immediately preceding financial years."

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.”

Ratification of Remuneration of Cost Auditor - OR

Ordinary Resolution for ratification of remuneration of Cost Auditor pursuant to Section 148 of Companies Act, 2013

“RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the remuneration, as approved by the Board of Directors and set out in the Statement annexed to the Notice convening this meeting, to be paid to the Cost Auditors appointed by the Board of Directors of the Company, to conduct the audit of cost records of the Company for the financial year ending March 31, 2017, be and is hereby ratified."

Increase in Authorised Share Capital - OR

Ordinary Resolution for increasing Authorised share capital of the Company pursuant to Section 13 and 61 of Companies Act, 2013

"RESOLVED THAT in accordance with the provisions of Sections 13 and 61 and all other applicable provisions of the Companies Act, 2013 and rules framed thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and the Articles of Association of the Company, approval of the members be and is hereby accorded to increase the Authorised Share Capital of the Company from ₹ _________/- (Rupees __________only) divided into ___________ (_________) equity shares of ₹ 10/- (Rupees Ten only) each and ____________ (______________) preference shares of ₹ 10/- (Rupees Ten only) each to ₹ _____________/- (Rupees _______________ only) by creation of additional _______________ (_______________) equity shares of ₹ 10/- (Rupees Ten only) each and consequently, the existing Clause V of the Memorandum of Association of the Company be and is hereby altered and substituted by the following as new Clause V:

V. YOUR REVISED CAPITAL CLAUSE HERE

RESOLVED FURTHER THAT the Board of Directors (‘the Board’, which term shall include any Committee authorised by the Board to exercise its powers including powers conferred on the Board by this resolution) of the Company be and is hereby authorised to do all such acts, deeds, matters and things and take all such steps as may be necessary, proper, expedient or desirable for the purpose of giving effect to this resolution and for matters connected therewith or incidental thereto, including delegation of any of the powers herein conferred to on any Director(s), Company Secretary or any other officer of the Company."

Alternation of Object Clause - OR

Ordinary Resolution for alteration of Main object clause by adding more clauses pursuant to Section 13 of Companies Act, 2013

“RESOLVED THAT in accordance with the provisions of Section 13 and all other applicable provisions of the Companies Act, 2013 and the Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and subject to such approvals as may be necessary or required, Clause III.A of the Memorandum of Association of the Company relating to its Objects be and is hereby altered by adding the following sub-clauses as new sub-clauses 2 and 3 after the existing sub-clause 1 in Clause III.A:

2. YOUR NEW CLAUSE HERE

3. YOUR NEW CLAUSE HERE

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

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."

Appointment of an Auditor for five years - OR

Ordinary Resolution for appointment of an Auditor for five years under section 139 of Companies Act, 2013

“RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or reenactment(s) thereof, for the time being in force), M/s __________ , Chartered Accountants (Registration No. __________) be and are hereby appointed as Auditors of the Company for a term of 5 (five) consecutive years from the conclusion of this Annual General Meeting till the conclusion of the sixth Annual General Meeting from this Annual General Meeting, at such remuneration as shall be fixed by the Board of Directors of the Company.”

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.”

Declaration of Final Dividend - OR

Ordinary Resolution for declaring final dividend in Annual General Meeting

“RESOLVED THAT a dividend at the rate of ₹ ___/- (______ rupees only) per equity share of ₹ 10/- (Ten rupees) each fully paid-up of the Company be and is hereby declared for the financial year ended March 31, ______ and the same be paid as recommended by the Board of Directors of the Company, out of the profits of the Company for the financial year ended March 31, _______.”

Adoption of Financial Statements - OR

Ordinary Resolution for adoption of Financial Statement by Members of Company in Annual General Meeting

“RESOLVED THAT the audited financial statement of the Company, alongwith  consolidated financial statements for the financial year ended March 31, _____ and the reports of the Board of Directors and Auditors thereon laid before this meeting, be and are hereby considered and adopted."

Appointment of Auditor to fill casual vacancy - OR

Ordinary Resolution for appointment of an Auditor to fill up casual vacancy pursuant to Section 139(8) of Companies Act, 2013

“RESOLVED THAT, pursuant to proviso to Sub-section (8) of Section 139 of the Companies Act, 2013, M/s ______________ Chartered Accountants, be and are hereby appointed as the auditors of the company to fill the vacancy caused by the resignation of M/s ______________ Chartered Accountants, the present auditors of the company, to hold the office from the date of this meeting until the conclusion of the next annual general meeting of the company on a remuneration as may be mutually decided by the Board and such Auditor"

Ratification of appointment of an Auditor - OR

Ordinary Resolution for ratifying the appointment of Auditor pursuant to Section 139 of Companies Act, 2013

"RESOLVED THAT, pursuant to the provisions of Section 139 and such other applicable provisions, if any, of the Companies Act, 2013 and the rules framed thereunder, as amended from time to time and pursuant to the resolution passed by the Members at the _____ Annual General Meeting (AGM) held on ____ _____________, 201_ in respect of appointment of the auditors, M/s __________________, Chartered Accountants till the conclusion of the AGM to be held in the year 20__, the Company hereby ratifies and confirms the appointment of M/s _______________, Chartered Accountants, as Auditors of the Company to hold office from the conclusion of this AGM till the conclusion of the _______ AGM of the Company to be held in the year 20__ to examine and audit the accounts of the Company on such remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors."