Procedure
& Requirement Of Appointment Of MD For Private Limited Company
Contributed
by : Mr.Divesh Goyal
1. Notice Calling Board Meeting:
Date of issue of Notice
Name of Director
Address of Director
NOTICE FOR
THE MEETING OF THE BOARD OF DIRECTORS OF Name of
Company---------------------- LIMITED
Dear Mr. Name of Director,
Notice
is hereby given that a meeting of the Board of Directors of the Company shall
be held as per the following schedule
Date: of
Meeting
Time: of
Meeting
Venue: of Meeting
The
agenda for the meeting is enclosed.
You are requested to make it convenient to attend the above
meeting.
For Name of company LIMITED
__________________________
Name of Director
(DIRECTOR)
DIN:
--------------------
Add: of
Director
Managing Director [2(54)] of Companies Act
,2013
·
Director entrusted with substantial powers of
the management of the company
·
Includes a director or occupying the position
of a managing director, by whatever name called
·
By virtue of an agreement, articles, board or
shareholder’s resolution
2. AGENDA OF BOARD
MEETING:
AGENDA
AGENDA
FOR THE MEETING OF BOARD OF DIRECTORS TO BE HELD ON
------------DAY OF----------MONTH, 201 AT
-------------TIME OF MEETING
AT ADDRESS OF PLACE OF MEETING
1.
To Appoint Chairman of the meeting.
2.
To Grant leave of absence.
3.
To Confirm minutes of the previous Board Meeting.
4. To ADD MORE AGENDA’S ACCORDING TO REQURIEMENT
5.
To give Vote of Thanks.
Signature
Name of Director
(DIRECTOR)
DIN:
--------------------
Add: of Director
3. ATTENDENCE SHEET OF
BOARD MEETING:
DIRECTORS MEETINGS
ATTENDANCE SHEET
ATTENDANCE SHEET OF THE MEETING
OF BOARD OF DIRECTORS OF M/S NAME OF COMPANY LIMITED HELD ON ---------DAY
OF------------MONTH OF, 2014 AT REGISTERED OFFICE OF COMPANY.
NAME SIGNATURES
DIRECTORS:
1)
Mr.
Name of Director
2)
Mr.
Name of Director
3)
Mrs.
Name of Director
SPECIAL INVITEE:
4)
If
any;
4. LEAVE OF ABSENSE:
From:
Mr. Name of
director who is on leave
Address of
Director.
Date of
Leave of Absence before Meeting
The Board of
Directors
M/s NAME OF
COMPANY LIMITED
ADDRESS OF
REGISTERED OFFICE
Subject:
Leave of Absence
Dear Sir,
With
reference to the board meeting of the company to be held on date of mewing, it
is hereby submitted that due to preoccupations, I am not in a position to
attend the same. You are requested to grant the leave of absence.
Thanking
you,
Name
of Director who is on leave
DIN:
------------------
Address of Director
5. CONSENT TO ACT AS
MD:
CONSENT TO ACT AS MANAGING DIRECTOR
To, Date:
The Board of Directors,
Name of
Company,
Registered office address
Subject: Consent to act as Managing Director U/s 196
of Companies Act, 2013.
Dear Sir,
This is to submit that I, Name of Director (DIN: ______________) S/o Mr. ---------- R/o
B----------------------------------, the undersigned, having consented to act
as a Managing Director of the Name of Company pursuant
to section 196 of Companies Act, 2013.
You are requested to take on record the same.
Name of Director
DIN: ----------
Add: of Director
6. MD AGREEMENT:
AGREEMENT
This
agreement made on Date of Agreement, effective from Date of
Effectiveness between Name of Company Limited, a company incorporated under the
Companies Act, 1956 and having its Registered office at
--------------------------------------------------------------, (Hereinafter
called “the Company”) of the one part and Mr. Name of MD (DIN: ------------)
(Hereinafter called “the Managing Director”) of the other part, whereby it is
agreed as follows:
1. The
Company hereby appoints Mr. ---------------------------- (DIN: -------------)
as Managing Director of the Company and the Managing Director hereby agrees to
serve the Company in such a capacity for a period of five years with effect
from ------------------.
Now this
present witness and it is hereby agreed by and between the parties thereto as follows:
2. a) The Managing Director shall exercise and
perform such powers and duties as the Board of Directors of the Company
(hereinafter called “ the Board”) shall from time to time determine, and
subject to any directions, and restrictions, time to time given and imposed by
the Board, he shall have the general control, management and superintendence of
the business of the Company with power to appoint and dismiss employees and to
enter into contracts on behalf of the Company in the ordinary course of business
and to do and perform all other acts and things, which in the ordinary course
of business he may consider necessary or proper or in the interest of the
Company.
b) Without
prejudice to the generality of the power vested in the Managing Director,
Managing Director shall be entitled to
exercise the following powers:-
(i)
With Board’s approval together with other Director(s) and other
personnel authorized by the Board, to open and operate on any banking or other
account and to draw, make, accept execute, endorse, discount, negotiate,
retire, pay, satisfy and assign cheques, drafts, interest and dividend warrants
and other negotiable or transferable instruments or securities.
(ii)
To incur capital expenditure up to sum of Rs.------------ lacs (Rupees --------- Lacs Only) during any
financial year.
(iii)
To invest surplus funds of the Company in fixed deposit with the
company’s bankers or other securities (liquid funds) provided that such
investments in any one financial year shall not exceed Rs.------------- lacs (Rupees ---------------- Lacs Only) at any
one time.
To engage employees and other servants for the
Company at a basic salary not exceeding Rs.----------------
lacs per month within the budget sanctioned by the Board.
(iv)
To increase the salary or the remuneration of any employee or
servant of the Company whose basic salary does not exceed Rs.--------------- lacs per month.
(v)
To institute, prosecute, defend, oppose, appear or appeal to
compromise, refer to arbitration, abandon subject to judgment and execution or
become non-suited in any legal proceedings including trade marks, trade names
and trade property and customs passing off actions and revenue proceedings
relating to customs or excise duties, tax on income, profits and capital and
taxation generally or otherwise as it relates to the Company.
(vi)
To give loan to employees other then directors of company of Rs. 1
lacs (Rupees one lacs only) each and Rs. --------------- lacs (Rupees
------------ Lacs only) in aggregate.
3. The
Managing Director shall throughout the said term devote the whole of his time,
attention and abilities to the business of the Company, and shall obey the
orders from time to time, of the Board and in all respects, confirm to and
comply with the directions and regulations made by the Board, and shall well
and faithfully serve the company and use his utmost endeavours to promote the
interest thereof.
4. a) The Company shall pay to the Managing
Director during the continuance of this
Agreement in consideration of the
performance of his duties.
(i)
A salary at the rate of Rs.
-------------- lacs (Rupees ------------- Lacs only) per month
w.e.f-------------------, which may be reviewed by the Board.
(ii)
Reimbursement of medical and hospitalization expenses of the
Managing Director and his family subject to a ceiling of one month salary in a
year.
(iii)
Leave Travel Allowance for the Managing Director and his family
once in a year in accordance with the Company policy.
(iv)
Bonus for the financial year, at the discretion of the Company,
with shareholder approval.
(v)
Reimbursement of expenses incurred by him in Purchase of
newspapers, magazines, books and periodicals in accordance with the Company
policy.
(vi) Reimbursement of expenses incurred by him on account of business of
the Company in accordance with the Company policy.
(vi)
Reimbursement of any other expenses properly incurred by him in
accordance with the rules and policies of the Company.
(viii) Provision of chauffer driven car for
the use on Company’s business, meal
Coupons and telephone at residence.
(ix)
The Managing Director shall be entitled to such increment from time
to
time as the Board may by its discretion determine.
5. This agreement may be terminated by either
the Company or the Managing Director at any time within the five year period,
by the giving of 3 months notice in writing.
In
witness whereof the parties hereto have set their hands the day, month and year
first above written.
(Name of Director) (Name of MD)
DIRECTOR Managing
Director
DIN:
--------- DIN:
-----------
Add:
-------------------- Add:
---------------
Witness
7. CONSENT TO ACT AS DIRECTOR-
DIR-2
DIR-2
[Pursuant to section 152(5) and
rule 8 of Companies (Appointment and Qualification of Directors) Rules, 2014]
To
Name of Company Limited
Subject: Consent to act as a director
I Name of Director, hereby give my consent to act as director
of Name of Director Limited, pursuant to sub-section (5) of section 152 of the
Companies Act, 2013 and certify that I am not disqualified to become a director
under the Companies Act, 2013.
1. Director Identification
Number (DIN) :
2. Name (in full) :
3. Father’s Name (in full) :
4.
Address :
5.
E-mail id :
6. Mobile no. :
7. Income-tax PAN :
8. Occupation :
9. Date of birth :
10.
Nationality :
11.
No. of companies in which I am already a Director and out of such companies the
names of the companies in which I am a Managing Director, Chief Executive
Officer, Whole time Director, Secretary, Chief Financial Officer, Manager. : Not Applicable
12. Particulars
of membership No. and Certificate of practice No. if the applicant is a member
of
any
professional Institute. : Not Applicable
Declaration
I declare that I have not been convicted of any offence in
connection with the promotion, formation or management of any company or LLP
and have not been found guilty of any fraud or misfeasance or of any breach of
duty to any company under this Act or any previous company law in the last five
years. I further declare that if appointed my total Directorship in all the
companies shall not exceed the prescribed number of companies in which a person
can be appointed as a Director.
Date Signature:
Place: New Delhi Designation: Director
DIN:
Attachments:
1. Proof of identity;
2. Proof of residence;
8. BOARD RESOLUTION:
TO REAPPOINTMENT MR. NAME OF DIRECTOR (DIN:
----------) AS MANAGING DIRECTOR OF THE COMPANY:-
The Chairperson placed before the Board draft
Agreement to be entered with Mr. Date of Director (DIN: ----------) to
re-appoint him as Managing Director of company w.e.f.
---------------------------- as per terms and condition mentioned in the draft
agreement.
After discussion following resolution passed
unanimously:-
“RESOLVED THAT pursuant to the provisions of the of
Companies Act, 1956 along with other applicable provisions, if any of the
Companies act 2013, and rule made there under (including any statutory modification
or re-enactment thereof for the time being enforce) and Article of Association
of Company and subject to approval of shareholders in general meeting, Mr. name of director (DIN: --------------), Managing
Director of the Company be and is hereby Re-appointed as Managing Director of
the Company with effect from -------------------------- as per terms and
conditions as mentioned in the agreement to be entered with him.
“RESOLVED FURTHER THAT Mr.
---------------- (DIN: ------------) and
Mrs. ---------------- (DIN: ----------), Directors of the Company either
jointly or severally be and is hereby authorized to do all such acts, deeds,
things etc. as may be required to comply with all formalities etc. as may be
required to comply with all formalities in this regard”.
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