Board resolution format for appointing a Company Secretary, CFO or CEO as KMP under Section 203 and Rules 8 and 8A, with remuneration and DIR-12 in 30 days.
“RESOLVED THAT pursuant to the provisions of Section 203 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule [8 / 8A] of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (where applicable) and Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014 [and on the recommendation of the Nomination and Remuneration Committee], Mr./Ms. [●] be and is hereby appointed as the [Company Secretary (Membership No.: [●]) / Chief Financial Officer / Chief Executive Officer] and Key Managerial Personnel of the Company with effect from [●], in whole-time employment, on a remuneration of ₹[●] (Rupees [●] only) per annum and on the other terms and conditions set out in the letter of appointment placed before the meeting.
RESOLVED FURTHER THAT the appointee shall not hold office in more than one company at the same time except in a subsidiary of the Company, save that he or she may, with the permission of the Board, be a director of any company, as provided in Section 203(3) of the said Act.
RESOLVED FURTHER THAT any Director and/or the Company Secretary of the Company be and is hereby severally authorised to issue the letter of appointment, make the entries in the Register of Directors and Key Managerial Personnel, file e-Form DIR-12 with the Registrar of Companies within thirty days of the appointment [and e-Form MGT-14 within thirty days of the passing of this resolution] and do all such acts, deeds and things as may be necessary for giving effect to this resolution.”