Board resolution format for appointing a managing director under Sections 196 and 203, with term, remuneration, MGT-14 and DIR-12 in 30 days and MR-1.
“RESOLVED THAT pursuant to the provisions of Sections 196 and 203 [and, the Company being a public company, Section 197 read with Schedule V] and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder, and the Articles of Association of the Company, [on the recommendation of the Nomination and Remuneration Committee and] [subject to the approval of the members at the next general meeting, the Company being a public company,] consent of the Board be and is hereby accorded to the appointment of Mr./Ms. [●], Director (DIN: [●]), as the Managing Director of the Company for a period of [●] years from [●] to [●], on the terms and conditions, including remuneration, set out in the draft agreement placed before the Board and initialled by the Chairperson for identification.
RESOLVED FURTHER THAT the Managing Director shall exercise substantial powers of management of the affairs of the Company subject to the superintendence, control and direction of the Board, and shall [be / not be] liable to retire by rotation.
RESOLVED FURTHER THAT any Director and/or the Company Secretary of the Company be and is hereby severally authorised to execute the agreement with the Managing Director, to file e-Form MGT-14 within thirty days of the passing of this resolution and e-Form DIR-12 within thirty days of the appointment [and, the Company being a public company, e-Form MR-1 within sixty days of the appointment] with the Registrar of Companies, and to do all such acts, deeds and things as may be necessary for giving effect to this resolution.”
No rules under this Section yet.