pROCEDURE FOR APPOINTMENT OF mANAGING DIRECTOR
MINUTES OF THE MEETING OF SHARE HOLDERS OF ....... PVT LTD HELD AT THE REGISTERED OFFICE OF THE COMPANY ON ..... DATE
'RESOLVED THAT, according to the provisions of Sections 196, 197, 203 and any other relevant provisions of the Companies Act , 2013 and the rules laid down therein (including any legislative amendment(s) or re-enactment thereof for the time being in force), the consent of the shareholders of the Company was read in Schedule V to the Companies Act, 2013 and Articles of Association of the Company and in Schedule V to the Companies Act, 2013 and Articles of Association of the Company. FURTHER RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and any other relevant provisions of the Companies Act , 2013 and the rules laid down thereunder (including any legislative amendment(s) or re-enactment thereof for the time being in force), read in accordance with Schedule V to the Companies Act, 2013 and the Articles of Association of the Company, the approval of the Company is and is hereby granted FURTHER Agreed THAT the consent of the Company's shareholders is and is also hereby given that where the Company has no income or insufficient profits in any financial year, remuneration as decided above shall be paid with the prior approval of the Central Government. FURTHER RESOLVED THAT the Board of Directors of the Company or any committee thereof is and is hereby empowered to execute all such actions, acts and acts as it may find appropriate, expedient or desirable in its absolute discretion; to settle any question or doubt that may occur in relation thereto in order to give effect to the resolution referred to above. FURTHER Agreed THAT the Board of Directors of the Company or any committee thereof is and is therefore hereby allowed to amend, amend, amend or otherwise vary the terms and conditions of the appointment of Mr.
Mention the brief profile of the named director in the explanatory statement, terms & conditions of appointment, details of remuneration, etc.
REQUIREMENTS MANDATORY
A Managing Director and a Manager shall not be appointed or hired by another company at the same time.
No company shall appoint or reappoint any person for a term exceeding five years at a time as its Managing Director or Whole-Time Director.
No reappointment shall be made prior to the expiry of one year of his term of office.
No company shall appoint or continue to employ any person as Managing Director or Whole-Time Director who is appointed to the role of Managing Director.
It is less than twenty-one years of age or seventy years of age.
It is an undischarged insolvent or was adjudicated as an insolvent at any period
Has suspended payment to its creditors at any time or has made or made a composition with them at any time.
The court has been convicted of an offence at any time and sentenced for a period of more than six months.
A Managing Director or Whole-Time Director shall not hold office in more than one business at the same time, with the exception of his subsidiary company. If, on the date of commencement of this Act, he holds office in more than one company at the same time, he shall, within six months of such commencement, select one company in which he intends to continue to hold office.
It is appropriate to follow the follow-up protocol [SECTION 196 AND 203]
Nomination and remuneration committee meeting
The appointment and remuneration of the MANAGING DIRECTOR or WHOLE TIME DIRECTOR shall be recommended by the committee where a corporation is required to establish a Nomination and Remuneration Committee pursuant to section 178. [Refer to the Protocol for Holding Nomination and Remuneration Committee Meetings for convening a meeting of the Nomination and Remuneration Committee].
[As per Section 173 & Secretarial Standard-1 (SS-1)]] Convene a meeting of the Board of Directors
Issuance of a Notice of Meeting of the Board to all the directors of the Company, registered with the Company at their addresses, at least 7 days before the date of the meeting of the Board. In the case of urgent business, a shorter notice may be given.
Link the Notice to the Agenda, Comments to the Agenda and to the Draft Resolution. The terms and conditions for such an appointment and remuneration payable to the MANAGING DIRECTOR or WHOLE TIME DIRECTOR shall be included in the notice.
Conduct a Board of Directors meeting and adopt a Board Resolution
The current Director shall be appointed MANAGING DIRECTOR or WHOLE TIME DIRECTOR and the terms and conditions of such appointment shall be decided subject to the approval of the shareholders of the Company at the next General Meeting.
To decide the date, date, time and location of the General Meeting and to accept, in compliance with the provisions of Section 102 of the Companies Act , 2013, the draught notice convening the General Meeting and the explanatory statement annexed to the notice.
To allow the Director or the Secretary of the Organization to sign and issue a General Meeting Notice.
To delegate authority to the Company Secretary or any of the company's directors to sign, authorise and file with the Registrar of Companies the form requested and to execute all such actions and acts as may be required to give effect to the decision of the Board.
Send to the MANAGING DIRECTOR or WHOLE TIME DIRECTOR a letter of appointment.
The Listed Company shall make such an appointment to the Stock Exchange within 24 hours of the date of the meeting of the Board and shall publish it on the Company's website within 2 working days. [Regulation 30 & 46(3) of the 2015 SEBI Regulations (LODR)]
Prepare and distribute draught minutes by Hand / Speed Post / Registered Post / Courier / E-mail to all the Directors for their input within 15 days of the end of the Board meeting. [Refer to the Protocol for the Preparation and Signing of the Board Meeting Minutes]
File MGT-14 type with ROC
The business shall file with the ROC a copy of the Board Resolution on Form MGT-14 within 30 days of the date of the adoption of that resolution.
Making appropriate entries in the Directors' Registry
The organisation must make the appropriate entries in the Director's and Main Managerial Staff Log.
[Section 96, 100 and Secretarial Standard-2 (SS-2)]] Convene General Meeting
Notice of the General Meeting shall be given at least clearly 21 days before the actual date of the General Meeting in writing, by hand, by regular mail, by speed mail, by registered mail, by courier, by facsimile, by e-mail or by any other electronic means, or a Shorter Notice may be released with the consent of at least a majority in number and of ninety-five per cent of that proportion of the sum paid up by sha.
A notice shall be sent to all directors, members, company auditors, secretarial auditors, debenture trustees and those entitled to obtain a notice from the General Meeting.
The notice shall specify the day, date , time and full address of the meeting venue and shall contain a declaration of the business to be carried out at the meeting.
As the case may be for the appointment of the MANAGING DIRECTOR or WHOLE TIME DIRECTOR and the payment of his / her remuneration, hold the General Meeting on a specified day and pass an Ordinary Resolution / Special Resolution.
Issuing a letter of appointment to the Company's MANAGING DIRECTOR or WHOLE TIME DIRECTOR detailing the terms and conditions of the appointment and the remuneration payable to them.
The Listed Companies shall inform the Stock Exchange of the proceedings of the General Meeting within 24 hours of the end of the General Meeting and shall publish them on the Company's website within 2 working days. [Regulation 30 and Regulation 46(3) of the Regulations SEBI (LODR), 2015]
The listed companies shall send the details of the voting results to the stock exchange within 48 hours of the end of the meeting and publish them on the company's website. [Regulation 44 of the Regulations on SEBI (LODR), 2015]
Prepare the General Meeting minutes, have them signed and compile them accordingly. [Refer to the process for drawing up and signing the minutes of the General Assembly].
[Section 117] Filing of Form MGT-14 with ROC
File Form MGT-14 with the Registrar of Companies, along with the following documents as an attachment, within 30 days of the passage of the special resolution at the General Meeting.
Certified True Copies of the Ordinary Resolution / Special Resolution along with the explanatory statement (For Listed and Public Unlisted Companies).
Copy of the Notice of Meeting with all the annexes sent to the members.
Consent for Shorter Notice, if any.
File DIR-12 form with ROC
The business shall file with the following documents the details of the appointment of the MANAGING DIRECTOR or WHOLE TIME DIRECTOR to the ROC in Form DIR-12 within 30 days of that appointment:
Certified True Copies of the Special Resolutions along with a statement of clarification.
Copy of the Notice of Meeting with all the annexes sent to the members.
Appointment Letter.
Information of some other entity 's desires.
Any other related text, as needed.
File MR-1 type with ROC
The business shall, within 60 days of such appointment, file with ROC the return of the appointment of the MANAGING DIRECTOR or WHOLE TIME DIRECTOR in Form MR-1 along with the following documents.
Certified True Copies of the Special Resolutions along with a statement of clarification.
Copy of the Notice of Meeting with all the annexes sent to the members.
Copy of the letter of permission in Form DIR-2 to serve as MANAGING DIRECTOR or WHOLE TIME DIRECTOR./li >
A Special Resolution for the position of the Managing Director or Whole-time Director shall be introduced by the Company only in the following circumstances.
If the person so named has reached the age of 70 years.
Where the compensation due reaches the limit prescribed.
Approval by the central government is needed if:
The appointment of the MANAGING DIRECTOR or WHOLE TIME DIRECTOR varies according to the criteria set out in Schedule V, Part I.
No special resolution is given for the appointment of a person who has reached the age of 70 years as a MANAGING DIRECTOR or WHOLE TIME DIRECTOR.
'RESOLVED THAT, according to the provisions of Sections 196, 197, 203 and any other relevant provisions of the Companies Act , 2013 and the rules laid down therein (including any legislative amendment(s) or re-enactment thereof for the time being in force), the consent of the shareholders of the Company was read in Schedule V to the Companies Act, 2013 and Articles of Association of the Company and in Schedule V to the Companies Act, 2013 and Articles of Association of the Company. FURTHER RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and any other relevant provisions of the Companies Act , 2013 and the rules laid down thereunder (including any legislative amendment(s) or re-enactment thereof for the time being in force), read in accordance with Schedule V to the Companies Act, 2013 and the Articles of Association of the Company, the approval of the Company is and is hereby granted FURTHER Agreed THAT the consent of the Company's shareholders is and is also hereby given that where the Company has no income or insufficient profits in any financial year, remuneration as decided above shall be paid with the prior approval of the Central Government. FURTHER RESOLVED THAT the Board of Directors of the Company or any committee thereof is and is hereby empowered to execute all such actions, acts and acts as it may find appropriate, expedient or desirable in its absolute discretion; to settle any question or doubt that may occur in relation thereto in order to give effect to the resolution referred to above. FURTHER Agreed THAT the Board of Directors of the Company or any committee thereof is and is therefore hereby allowed to amend, amend, amend or otherwise vary the terms and conditions of the appointment of Mr.
Mention the brief profile of the named director in the explanatory statement, terms & conditions of appointment, details of remuneration, etc.
REQUIREMENTS MANDATORY
A Managing Director and a Manager shall not be appointed or hired by another company at the same time.
No company shall appoint or reappoint any person for a term exceeding five years at a time as its Managing Director or Whole-Time Director.
No reappointment shall be made prior to the expiry of one year of his term of office.
No company shall appoint or continue to employ any person as Managing Director or Whole-Time Director who is appointed to the role of Managing Director.
It is less than twenty-one years of age or seventy years of age.
It is an undischarged insolvent or was adjudicated as an insolvent at any period
Has suspended payment to its creditors at any time or has made or made a composition with them at any time.
The court has been convicted of an offence at any time and sentenced for a period of more than six months.
A Managing Director or Whole-Time Director shall not hold office in more than one business at the same time, with the exception of his subsidiary company. If, on the date of commencement of this Act, he holds office in more than one company at the same time, he shall, within six months of such commencement, select one company in which he intends to continue to hold office.
It is appropriate to follow the follow-up protocol [SECTION 196 AND 203]
Nomination and remuneration committee meeting
The appointment and remuneration of the MANAGING DIRECTOR or WHOLE TIME DIRECTOR shall be recommended by the committee where a corporation is required to establish a Nomination and Remuneration Committee pursuant to section 178. [Refer to the Protocol for Holding Nomination and Remuneration Committee Meetings for convening a meeting of the Nomination and Remuneration Committee].
[As per Section 173 & Secretarial Standard-1 (SS-1)]] Convene a meeting of the Board of Directors
Issuance of a Notice of Meeting of the Board to all the directors of the Company, registered with the Company at their addresses, at least 7 days before the date of the meeting of the Board. In the case of urgent business, a shorter notice may be given.
Link the Notice to the Agenda, Comments to the Agenda and to the Draft Resolution. The terms and conditions for such an appointment and remuneration payable to the MANAGING DIRECTOR or WHOLE TIME DIRECTOR shall be included in the notice.
Conduct a Board of Directors meeting and adopt a Board Resolution
The current Director shall be appointed MANAGING DIRECTOR or WHOLE TIME DIRECTOR and the terms and conditions of such appointment shall be decided subject to the approval of the shareholders of the Company at the next General Meeting.
To decide the date, date, time and location of the General Meeting and to accept, in compliance with the provisions of Section 102 of the Companies Act , 2013, the draught notice convening the General Meeting and the explanatory statement annexed to the notice.
To allow the Director or the Secretary of the Organization to sign and issue a General Meeting Notice.
To delegate authority to the Company Secretary or any of the company's directors to sign, authorise and file with the Registrar of Companies the form requested and to execute all such actions and acts as may be required to give effect to the decision of the Board.
Send to the MANAGING DIRECTOR or WHOLE TIME DIRECTOR a letter of appointment.
The Listed Company shall make such an appointment to the Stock Exchange within 24 hours of the date of the meeting of the Board and shall publish it on the Company's website within 2 working days. [Regulation 30 & 46(3) of the 2015 SEBI Regulations (LODR)]
Prepare and distribute draught minutes by Hand / Speed Post / Registered Post / Courier / E-mail to all the Directors for their input within 15 days of the end of the Board meeting. [Refer to the Protocol for the Preparation and Signing of the Board Meeting Minutes]
File MGT-14 type with ROC
The business shall file with the ROC a copy of the Board Resolution on Form MGT-14 within 30 days of the date of the adoption of that resolution.
Making appropriate entries in the Directors' Registry
The organisation must make the appropriate entries in the Director's and Main Managerial Staff Log.
[Section 96, 100 and Secretarial Standard-2 (SS-2)]] Convene General Meeting
Notice of the General Meeting shall be given at least clearly 21 days before the actual date of the General Meeting in writing, by hand, by regular mail, by speed mail, by registered mail, by courier, by facsimile, by e-mail or by any other electronic means, or a Shorter Notice may be released with the consent of at least a majority in number and of ninety-five per cent of that proportion of the sum paid up by sha.
A notice shall be sent to all directors, members, company auditors, secretarial auditors, debenture trustees and those entitled to obtain a notice from the General Meeting.
The notice shall specify the day, date , time and full address of the meeting venue and shall contain a declaration of the business to be carried out at the meeting.
As the case may be for the appointment of the MANAGING DIRECTOR or WHOLE TIME DIRECTOR and the payment of his / her remuneration, hold the General Meeting on a specified day and pass an Ordinary Resolution / Special Resolution.
Issuing a letter of appointment to the Company's MANAGING DIRECTOR or WHOLE TIME DIRECTOR detailing the terms and conditions of the appointment and the remuneration payable to them.
The Listed Companies shall inform the Stock Exchange of the proceedings of the General Meeting within 24 hours of the end of the General Meeting and shall publish them on the Company's website within 2 working days. [Regulation 30 and Regulation 46(3) of the Regulations SEBI (LODR), 2015]
The listed companies shall send the details of the voting results to the stock exchange within 48 hours of the end of the meeting and publish them on the company's website. [Regulation 44 of the Regulations on SEBI (LODR), 2015]
Prepare the General Meeting minutes, have them signed and compile them accordingly. [Refer to the process for drawing up and signing the minutes of the General Assembly].
[Section 117] Filing of Form MGT-14 with ROC
File Form MGT-14 with the Registrar of Companies, along with the following documents as an attachment, within 30 days of the passage of the special resolution at the General Meeting.
Certified True Copies of the Ordinary Resolution / Special Resolution along with the explanatory statement (For Listed and Public Unlisted Companies).
Copy of the Notice of Meeting with all the annexes sent to the members.
Consent for Shorter Notice, if any.
File DIR-12 form with ROC
The business shall file with the following documents the details of the appointment of the MANAGING DIRECTOR or WHOLE TIME DIRECTOR to the ROC in Form DIR-12 within 30 days of that appointment:
Certified True Copies of the Special Resolutions along with a statement of clarification.
Copy of the Notice of Meeting with all the annexes sent to the members.
Appointment Letter.
Information of some other entity 's desires.
Any other related text, as needed.
File MR-1 type with ROC
The business shall, within 60 days of such appointment, file with ROC the return of the appointment of the MANAGING DIRECTOR or WHOLE TIME DIRECTOR in Form MR-1 along with the following documents.
Certified True Copies of the Special Resolutions along with a statement of clarification.
Copy of the Notice of Meeting with all the annexes sent to the members.
Copy of the letter of permission in Form DIR-2 to serve as MANAGING DIRECTOR or WHOLE TIME DIRECTOR./li >
A Special Resolution for the position of the Managing Director or Whole-time Director shall be introduced by the Company only in the following circumstances.
If the person so named has reached the age of 70 years.
Where the compensation due reaches the limit prescribed.
Approval by the central government is needed if:
The appointment of the MANAGING DIRECTOR or WHOLE TIME DIRECTOR varies according to the criteria set out in Schedule V, Part I.
No special resolution is given for the appointment of a person who has reached the age of 70 years as a MANAGING DIRECTOR or WHOLE TIME DIRECTOR.
