Special resolution format for appointing a managing or whole-time director under Sections 196, 197 and 203 and Schedule V, with remuneration, MR-1 and MGT-14.
To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Articles of Association of the Company, and on the recommendation of the Nomination and Remuneration Committee [where constituted] and the approval of the Board, the consent of the members be and is hereby accorded to the appointment of Mr./Ms. [●] (DIN: [●]) as [Managing Director / Whole-time Director] of the Company for a period of [five] years with effect from [●], [liable / not liable] to retire by rotation, on the terms and conditions, including remuneration not exceeding ₹[●] (Rupees [●] only) per annum, set out in the explanatory statement annexed to the notice of this meeting.
RESOLVED FURTHER THAT where in any financial year during the said tenure the Company has no profits or its profits are inadequate, the said remuneration shall be paid as minimum remuneration for a period not exceeding three years from [●], in accordance with Section II of Part II of Schedule V to the said Act.
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to alter and vary the terms of the appointment, including the remuneration, within the limits approved above, to file e-Forms MR-1 and MGT-14 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.