APPOINTMENT OF DIRECTORS: As per Section 152 sub-section 2 of the Companies Act, 2013 every director shall be appointed by the company in the general meeting. Furthermore, every individual who has been appointed as a director on or before the appointment furnish to the company a consent in writing to act as a director in Form DIR-2 pursuant to the Rule 8 of the Companies (Appointment & Qualifications of Directors) Rules 2014.
AS PER SECTION 160 SUBSECTION 1 OF THE COMPANIES ACT, 2013: if an individual whether a retiring director or not wants to be appointed as a director of the company then he/she or a some other member intending to propose that individual as a director needs to send a notice in writing signifying his candidature as a director along with the deposit of Rs. 1,00,000/- or such higher amount as may be prescribed which shall be refunded to such person or, as the case may be, to the member, if the person proposed gets elected as a director or gets more than 25% of total valid votes cast either on show of hands or on poll on such resolution.
Intimation in Form DIR-8 pursuant to the Rule 14 of the Companies (Appointment & Qualifications of Directors) Rules 2014 that he is not disqualified under section 164 sub-sections (2) of the Companies Act, 2013.
FORMS NEED TO BE FILED:
(i) MGT-14 u/s 117(3)(c) of the companies act, 2013 within 30 days of the appointment;
(ii) DIR-12 u/s 170(2) of the companies act, 2013 within 30 days of the appointment;
(iii) MR-1 u/s 196(4) of the companies act, 2013 within 30 days of the appointment;
SECTION 196: No company shall appoint or employ at the same time a managing director and a manager. No company shall appoint or re-appoint any person as its managing director, whole-time director or manager for a term exceeding five years at a time.
SECTION 197: Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits.
SECTION 198: Calculation of Profits
SECTION 203: Every company belonging to such class or classes of companies as may be prescribed shall have the Whole Time Key Managerial Personnel.
MINUTES OF THE MEETING OF THE NOMINATION AND REMUNERATION COMMITTEE OF M/S ABC LTD. HELD AT THE REGISTERED OFFICE OF THE COMPANY AT ————– ON THE 10TH DAY OF FEBRUARY, 2020 AT 3:00 P.M.
PRESENT:
1) X (Independent Director)
2) B (Independent Director)
3) N (Non-Executive Director)
1) CHAIRMAN:
Mr. B, an Independent Director being elected as a Chairman of the meeting on unanimous vote took the chair.
2) LEAVE OF ABSENCE:
There has been no leave of absence.
3) QUORUM:
The chairman after welcoming the members, considered the requisite quorum present declared the meeting open for discussion.
4) MINUTES OF THE PREVIOUS MEETING:
The minute of the previous committee meeting held on 30/11/2019 was circulated, considered, noted and signed by the chairman.
5) NOTICE:
The notices placed before the members were considered and the matters were taken up chronologically.
6) APPOINTMENT OF MR. A (DIN :——-) AS A MANAGING DIRECTOR (WHOLE TIME KEY MANAGERIAL PERSONNEL):
The Chairman apprised the members that the Board of directors of the Company has referred the name of Mr. A (DIN: …….) which was proposed by one of the members Mr. U of the Company for the appointment as an executive Managing Director of the company w.e.f 21/03/2020 as per the requirement u/s 196, 197 and schedule V of the Companies Act, 2013 and also for the smooth functioning of the company since the tenure of the existing executive Managing Director of the company shall expire on the 20th day of March, 2020. Mr. A, is a Chartered accountant hails from a family engaged in the business of Coal Mining born on 29th May, 1960. He is a qualified Chartered Accountant since 1992 with an All India Rank 17th and has ever since worked in the various FMCG companies for the past 25 years. He had been the director of the company from 10th September, 2008 till 9th September, 2013. He had been the member of the Audit Committee from 11th December, 2008 till 10th December, 2009. Considering the requirement of the company and the past experiences the committee members has passed the following resolution unanimously:
“RESOLVED THAT pursuant to the provisions of sec 196, 197, 203, Schedule V and any other applicable provisions of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification or re-enactment thereof), the Nomination & Remuneration Committee recommends the appointment of Mr. A (Din:…..) as the Managing Director (Whole Time key Managerial Personnel) of the company for a term of five years commencing from 21/03/2020 till 20/03/2025 subject to the appointment made by the Board of directors at the Board meeting and thereafter approval of the shareholders in the ensuing Extra Ordinary General Meeting as per the terms and conditions mutually agreed upon between the Company and Mr. A.”
“RESOLVED FURTHER THAT the following terms and conditions to be approved considering the limit specified under sec 197 and Schedule V of the Companies Act, 2013:
a) Salary: Rs. 5,00,000/- per month as basic;
b) Dearness Allowance: Rs. 2,00,000/- per month;
c) Bonus: 8.33% of the salary;
d) Gratuity: as per the Rules of the company, subject to completion of service of 5 years at the rate of half a month’s salary for each year of completed service with effect from 21/03/2020;
e) Provident Fund: Company’s contribution to provident fund to the extent the same is not taxable under the Income Tax Act, 1961;
f) Benefits, Perquisites and Allowances:
i) Provision of a Car with driver for official purposes and such driver’s remuneration/expenses as fixed/approved by the Board shall be reimbursed to him, if he is not provided with Company’s driver.
ii) Free use of Company’s mobile phone and telephone at his residence
iii) Reimbursement of medical expenses incurred for himself and family subject to ceiling of one month’s salary in a year or three month’s salary over a period of 3 years;
iv) Actual leave travel expenses, as per the rules of the company, excluding hotel and food charges once in a year to any place in India to himself and his family
“RESOLVED FURTHER THAT in the event of no profit or the profit of the company is inadequate, during the currency of tenure of managerial personnel, the company may pay remuneration to the managerial remuneration not exceeding the limit under section II of the Schedule V of the Companies Act, 2013 subject to the minimum remuneration as prescribed above including any statutory modifications or re-enactment thereof from time to time as prescribed by the Government.”
“RESOLVED FURTHER THAT the consent in writing from Mr. A in form DIR-2 pursuant to the Rule 8 of the Companies (Appointment & Qualifications of Directors) Rules 2014 and intimation in Form DIR-8 pursuant to the Rule 14 of the Companies (Appointment & Qualifications of Directors) Rules 2014 that he is not disqualified under section 164 sub-section (2) of the Companies Act, 2013 have been received by the company and considered by the committee.”
“FURTHER RESOLVED THAT the Chairman of the committee meeting be & is hereby authorized to place the draft minutes of the committee meeting and the documents received by Mr. A before the Board of Directors meeting to fulfil the further requirement for the appointment of Mr. A as a Managing director.”
VOTE OF THANKS
There being no other business, the meeting concluded with a vote of thanks to the chair.
Place:
Dated:
(Chairperson)
NOTICE FOR CONVENING THE 9TH MEETING OF THE BOARD OF DIRECTORS:
1) X (Chairwoman)
2) B (Independent Director)
3) C (Independent Director)
4) D (Non-Executive Director)
5) E (Managing Director)
6) N (Whole Time Director)
7) T (Executive Director)
Dear Sir/Madam,
Notice is hereby given to the Board of Directors of the company u/s 173 of the Companies act, 2013 read with Rule 12 of the Companies (Meetings of Board and its Powers) Rules, 2014 and the Secretarial Standards 1 that the 9th meeting of the Board of Directors of the company is scheduled to be held at the Registered office of the company on the 2nd Day of March, 2020 at 3:00 P.M. to transact the matters mentioned on the following agenda.
Agenda to be taken up at the meeting:
1) Welcome to the Chairwoman of the Company and Confirmation of Quorum;
2) To grant leave of absence, if any, to the Directors;
3) To consider, confirm and take note of the minutes of the previous Board Meeting;
4) To consider, confirm and take note of the Minutes of the previous meeting of the nomination & remuneration committee;
5) Disclosure of interest or any changes thereof, if any;
6) To appoint Mr. A as the managing director (whole time key managerial personnel);
7) To consider and approve the draft notice of the extra ordinary general meeting and the authorization to the company secretary to circulate the notice of the extra ordinary general meeting;
8) Any other business with the permission of the chair
Please make it convenient to attend the meeting. Thanking you, yours faithfully
Place: Kolkata
Date:
(………………………………)
Company Secretary
NOTES ON AGENDA OF THE 9TH MEETING OF THE BOARD OF DIRECTORS TO BE HELD AT THE REGISTERED OFFICE OF THE COMPANY ON THE 2ND DAY OF MARCH, 2020 AT 3:00 P.M. TO TRANSACT THE FOLLOWING MATTERS:
ITEM NO. 1: TO WELCOME THE CHAIRWOMAN FOR THE MEETING AND CONSIDER THE QUORUM:
The Chairwoman shall take the chair and welcome the directors present at the meeting and consider the requisite quorum present for the deliberations at the meeting.
ITEM NO.2: TO GRANT LEAVE OF ABSENCE, IF ANY TO THE DIRECTORS:
The chairwoman shall consider the leave of absence received from the directors not present at the meeting.
ITEM NO. 3: TO CONFIRM AND TAKE NOTE THE MINUTES OF THE PREVIOUS BOARD MEETING:
The minutes of the previous Board Meeting held on the 12th day of December, 2019 shall be circulated, noted and the same to be signed by the Chairman.
ITEM NO. 4: TO CONFIRM AND TAKE NOTE OF THE MINUTES OF THE PREVIOUS MEETING OF THE NOMINATION & REMUNERATION COMMITTEE:
The minutes of the previous meeting of the nomination & remuneration committee held on the 12th day of December, 2019 shall be circulated, confirmed, noted and the same to be signed by the Chairman.
ITEM NO. 5: DISCLOSURE OF INTEREST OR ANY CHANGES THEREOF, IF ANY:
The Company shall take note of the disclosure of interest or any changes thereof, if any, received by the Directors in the form MBP-1 u/s 184 of the Companies Act, 2013 read with Rule 9 of the Companies (Meetings of Board and its Powers) Rules, 2014;
ITEM NO.6: APPOINTMENT OF MR. A (DIN: …….) As THE MANAGING DIRECTOR (WHOLE TIME KEY MANAGERIAL PERSONNEL):
The Board shall appoint Mr. A as the managing director (whole time key managerial personnel) u/s 196, 197, Schedule V, 203 of the Companies Act, 2013 as recommended by the Nomination and Remuneration Committee for the term of 5 years commencing from 31/03/2020 to 30/03/2025 subject to the approval of the shareholders in the ensuing Extra Ordinary General Meeting as per the terms and conditions mutually agreed upon between the directors and Mr. A;
ITEM NO. 7: TO CONSIDER AND APPROVE THE DRAFT NOTICE OF THE EXTRA ORDINARY GENERAL MEETING AND THE AUTHORIZATION TO THE COMPANY SECRETARY TO CIRCULATE THE NOTICE OF THE EXTRA ORDINARY GENERAL MEETING:
The director shall consider the draft notice of the Extra Ordinary General Meeting along with the Explanatory Statement for the fixation of the day, date, time and venue to take the approval of the Shareholders for the appointment of Mr. A as the Managing Director (Whole Time Key Managerial Personnel). The directors shall authorize the Company Secretary to circulate the notice of the extra ordinary general meeting to all the Members, Auditors, Directors on behalf of the Board as per sec 101, 102 of the Companies Act, 2013 and Secretarial Standards 2;
ITEM NO. 8: ANY OTHER BUSINESS WITH THE PERMISSION OF THE CHAIR:
The directors may take up any other matter to have deliberation on with the consent of the Chairwoman.
MINUTES OF THE 9TH MEETING OF THE BOARD OF DIRECTORS OF M/S ABC LTD. HELD AT THE REGISTERED OFFICE OF THE COMPANY AT ————– ON THE 2ND DAY OF MARCH, 2020 MONDAY AT 3:00 P.M.
Time of Commencement: 3:00 P.M.
Time of Conclusion: 4:30 P.M.
PRESENT:
1) X (Chairwoman)
2) B (Independent Director)
3) C (Independent Director)
4) D (Non-Executive Director)
5) E (Managing Director)
6) N (Whole Time Director)
7) T (Executive Director)
8) S (Company Secretary)
1) (a) CHAIRMAN:
Ms. X, being the Chairwoman of the company took the chair and welcomed the directors.
(b) QUORUM:
The chairman after welcoming the directors considered the requisite quorum present and declared the meeting open for discussion.
2) (b) LEAVE OF ABSENCE:
There has been no leave of absence.
3) MINUTES OF THE PREVIOUS MEETING:
The minute of the previous meeting held on 30/11/2019 was circulated, considered, noted and signed by the chairman.
4) MINUTES OF THE PREVIOUS MEETING OF THE NOMINATION & REMUNERATION COMMITTEE :
The minute of the previous committee meeting held on 30/11/2019 was circulated, considered, and noted.
NOTICE:
The notices placed before the members were considered and the matters were taken up chronologically.
5) GENERAL NOTICE IN FORM MBP-1 BY THE DIRECTORS PURSUANT TO SECTION 184(1) OF THE
COMPANIES ACT, 2013 READ WITH RULE 9(1) OF THE COMPANIES (MEETING OF BOARD AND ITS POWERS) RULES, 2014:
There has been no change in the concern or interest in any company or companies or body corporate, firms or other association of individuals.
6) APPOINTMENT OF MR. A (DIN :——-) AS THE MANAGING DIRECTOR (WHOLE TIME KEY MANAGERIAL PERSONNEL) :
The Chairwoman after placing the draft minutes of the Nomination & Remuneration Committee meeting apprised the Board of Directors of the Company that the Nomination & remuneration Committee has recommended the name of Mr. A (DIN: …….) for the appointment as a Managing Director (Whole Time Key Managerial Personnel) of the company w.e.f 31/03/2020 as per the requirement u/s 196, 197 and schedule V of the Companies Act, 2013 and also for the smooth functioning of the company since the tenure of the existing executive Managing Director Mr. C (DIN: …….) of the company shall expire on the 30th day of March, 2020. Mr. A, is a Chartered accountant hails from a family engaged in the business of Coal Mining born on 29th May, 1960. He has qualified as a Chartered Accountant in the year 1992 with an All India Rank 17th and has ever since worked in the various FMCG companies for the past 25 years. He had been the director of the company from 10th September, 2008 till 9th September, 2013. He had been the member of the Audit Committee from 11th December, 2008 till 10th December, 2009. The Chairwoman further places the consent in writing to act as the Managing Director received by Mr. A in form DIR-2 and intimation in form DIR-8 for not incurring disqualification to be appointed as an Executive Managing Director. The Board took note of the same and passed the following resolution unanimously:
“RESOLVED THAT pursuant to the provisions of sec 196, 197, 203, Schedule V and any other applicable provisions of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification or re-enactment thereof), Mr. A (Din:…..) be & is hereby appointed as the Managing Director (Whole Time Key Managerial Personnel)of the company for a term of five years commencing from 31/03/2020 till 30/03/2025 subject to the approval of the shareholders in the ensuing Extra Ordinary General Meeting as per the terms and conditions mutually agreed upon between the directors and Mr. A.”
“RESOLVED FURTHER THAT the following terms and conditions be & is hereby approved subject to the approval of the Shareholders in the ensuing Extra Ordinary General Meeting:
a) Salary: Rs. 5,00,000/- per month as basic;
b) Dearness Allowance: Rs. 2,00,000/- per month;
c) Bonus: 8.33% of the salary;
d) Gratuity: as per the Rules of the company, subject to completion of service of 5 years at the rate of half a month’s salary for each year of completed service with effect from 21/03/2020;
e) Provident Fund: Company’s contribution to provident fund to the extent the same is not taxable under the Income Tax Act, 1961;
f) Benefits, Perquisites and Allowances:
v) Provision of a Car with driver for official purposes and such driver’s remuneration/expenses as fixed/approved by the Board shall be reimbursed to him, if he is not provided with Company’s driver.
vi) Free use of Company’s mobile phone and telephone at his residence
vii) Reimbursement of medical expenses incurred for himself and family subject to ceiling of one month’s salary in a year or three month’s salary over a period of 3 years;
viii) Actual leave travel expenses, as per the rules of the company, excluding hotel and food charges once in a year to any place in India to himself and his family
“RESOLVED FURTHER THAT in the event of no profit or the profit of the company is inadequate, during the currency of tenure of managerial personnel, the company may pay remuneration to the managerial remuneration not exceeding the limit under section II of the Schedule V of the Companies Act, 2013 subject to the minimum remuneration as prescribed above including any statutory modifications or re-enactment thereof from time to time as prescribed by the Government.”
“RESOLVED FURTHER THAT the consent to act as the Managing Director in form DIR-2 and form DIR-8 for not incurring disqualification to be appointed be & is hereby approved by the Board of Directors of the company.”
“FURTHER RESOLVED THAT the Director of the company be & is hereby authorised to file/sign/execute/ to do all such acts, deeds, and things as may be necessary to give effect to the aforementioned resolution along with the filing of the e-form DIR-12, Mr-1, MGT-14 with the Registrar of Companies, West Bengal on behalf of the Board of Directors.”
7) CONSIDER AND APPROVE THE DRAFT NOTICE OF THE EXTRA ORDINARY GENERAL MEETING AND THE AUTHORIZATION TO THE COMPANY SECRETARY TO CIRCULATE THE NOTICE OF THE EXTRA ORDINARY GENERAL MEETING:
The chairwoman placed the draft notice before the board to consider the date, time, venue, day of the Extra Ordinary General Meeting of the Company to seek the approval of the shareholders for the appointment of Mr. A (DIN: ……) as a Managing Director (Whole Time key Managerial Personnel). The Board took note of the same and passed the following resolution unanimously:
“RESOLVED THAT the notice of the Extra Ordinary General Meeting of the Company to be held on the 27th day of March, 2020, Friday at the registered office of the Company at 11:00 A.M. be & is hereby approved to transact the following matters:
- To approve the eligibility, appointment, remuneration, terms and conditions and the appointment of Mr. A (DIN: ….) as the managing director and whole time key managerial personnel by the Board.”
“FURTHER RESOLVED THAT Ms. S (Company Secretary) of the Company be & is hereby authorized to circulate the notice of the Extra Ordinary General Meeting to all the Members, Auditors, Directors on behalf of the Board as per sec 101, 102 of the Companies Act, 2013 and Secretarial Standards 2.”
8) VOTE OF THANKS
There being no other business to transact, the meeting concluded with a vote of thanks to the chair.
Place:
Dated:
(Chairperson)
NOTICE OF THE EXTRA ORDINARY GENERAL MEETING OF M/S ABC LTD
1) X (Chairwoman)
2) O (member)
3) P (member)
4) Q (member)
5) R (member)
6) E (Managing Director and a Member)
7) N (Whole Time Director and a Member)
8) B (Independent Director)
9) C (Independent Director)
10) D (Non-Executive Director)
11) T (Executive Director)
12) S (Company Secretary)
Notice u/s 101, 102 of the Companies Act, 2013 read with Rule 18 of the Companies (Management and Administration) Rules, 2014, Secretarial Standard 2 and subject to the regulations of Articles of association of the Company, is hereby given to all the members and directors of the company M/s ABC ltd. that the Extra Ordinary General Meeting is scheduled to be held on the 27th day of March, 2020 Friday at the registered office of the Company at 11:00 A.M. to transact the following matters:
SPECIAL BUSINESS:
ITEM NO. 1: APPOINTMENT OF MR. A (DIN: ……….) AS AN EXECUTIVE MANAGING DIRECTOR AND THE WHOLE TIME KEY MANGERIAL PERSONNEL:
To consider and if thought fit to pass with or without modification the following resolution as an ordinary resolution:
RESOLVED THAT pursuant to the provisions of sec 196, 197, 203 Schedule V and any other applicable provisions of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification or re-enactment thereof) and subject to the approval of Central Government, the approval of the members be & is hereby accorded to the appointment of Mr. A (DIN: ……..) as the Managing Director (Whole Time Key Managerial Personnel) of the Company for a term of 5 years commencing from 31/03/2020 till 30/03/2025 at a remuneration fixed by the Board on the recommendation of the Nomination & Remuneration Committee and on such terms and conditions mutually agreed upon by the Board and Mr. A as specified on the Explanatory Statements pursuant to the provisions of sec 102 (1) of the companies act, 2013 annexed to this Notice.
FURTHER RESOLVED THAT the Board be & is hereby authorize to alter the terms & conditions of the appointment and/or remuneration as fixed by the Board, subject to the same not exceeding the limit as specified under section 197 read with Schedule V of the Companies Act, 2013 (including any statutory modification or re-enactment thereof for the time being in force).
The following terms and conditions to be considered:
a) Tenure: 5 years
b) Basic Pay: Rs. 5,00,000/- per month as basic;
c) Dearness Allowance: Rs. 2,00,000/- per month;
d) Bonus: 8.33% of the salary;
e) Gratuity: as per the Rules of the company, subject to completion of service of 5 years at the rate of half a month’s salary for each year of completed service with effect from 21/03/2020;
f) Provident Fund: Company’s contribution to provident fund to the extent the same is not taxable under the Income Tax Act, 1961;
g) Benefits, Perquisites and Allowances:
13) Provision of a Car with driver for official purposes and such driver’s remuneration/expenses as fixed/approved by the Board shall be reimbursed to him, if he is not provided with Company’s driver.
14) Free use of Company’s mobile phone and telephone at his residence
15) Reimbursement of medical expenses incurred for himself and family subject to ceiling of one month’s salary in a year or three month’s salary over a period of 3 years;
16) Actual leave travel expenses, as per the rules of the company, excluding hotel and food charges once in a year to any place in India to himself and his family
NOTES:
a) The Explanatory statement, pursuant to Section 102(1) of the Companies Act, 2013 in respect of the business above is annexed hereto.
b) A member entitled to attend and vote is entitled to appoint a proxy, or, where there is allowed, one or more proxies, to attend and vote instead of himself. The person proposed to be appointed as a proxy need not be a member of the company. Proxies in order to be effective must be received at the registered office of the company not less than 48 hours before the meeting.
c) All Proxy-holder should carry their identity card at the time of attending the Meeting.
d) Proxies registers are open for inspection during the period beginning twenty-four hours before the time fixed for the commencement of the Meeting and ending with the conclusion of the meeting. Inspection shall be allowed between 9 A.M. and 6 P.M.
e) Pursuant to provisions of Section 105 of the Companies Act, 2013, read with the applicable rules thereon, a person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights, may appoint a single person as proxy, who shall not act as a proxy for any other member.
f) Corporate members intending to send their authorised representatives to attend the meeting are requested to send to the Company a certified copy of the Board resolution authorising their representative to attend and vote on their behalf at the meeting.
g) The Members/Proxies should fill the Attendance Slip for attending the Meeting.
h) All documents referred to in the Notice are open for inspection at the Registered Office of the Company on all the working days, except Saturdays, Sundays and public holidays, between 11:00 A.M. and 5:00 P.M. upto the date of the EGM.
EXPLANATORY STATEMENT U/S 102(1) OF THE COMPANIES ACT, 2013
ITEM NO.1
As per the requirement of sections 196, 197, 203 and Schedule V of the Companies Act, 2013 read with the prescribed rules of the Companies Rules, 2014, the Board has upon the recommendation of the Nomination & Remuneration Committee appointed Mr. A (DIN: ……) as a Managing Director (Whole Time Key Managerial Personnel) at the 9th Board Meeting held on the 2nd day of March, 2020 since the tenure of the existing Managing Director shall expire on 30/03/2020.
The Company has received a notice in writing from one of the members Mr. U of the Company signifying his candidature Mr. A as an Executive Managing Director under section 160 of the Companies Act, 2013.
The company has received (i) the consent in writing from Mr. A in form DIR-2 pursuant to the Rule 8 of the Companies (Appointment & Qualifications of Directors) Rules 2014; (ii) intimation in Form DIR-8 pursuant to the Rule 14 of the Companies (Appointment & Qualifications of Directors) Rules 2014 that he is not disqualified under section 164 sub-section (2) of the Companies Act, 2013.
The director shall follow the code of conduct of the company and perform the duties as prescribed by the directors from time to time subject to the provisions of section 166 of the Companies act, 2013.
The terms and conditions regarding the appointment and remuneration are mentioned below:
(i) Term: 5 years commencing from 31/03/2020 till 30/03/2025
(ii) Basic salary: As provided in the resolution
(iii) Allowance & Perquisites: As provided in the resolution
(iv) Funds: As provided in the resolution.
The company also seeks the approval of the shareholders by way of ordinary resolution as per the provisions of sections 196, 197 and schedule V of the companies act, 2013 read with the companies rules, 2014 (including any statutory modifications or re-enactment thereof) and other applicable provisions if any, for the appointment of Mr. A as the Managing Director from 31/03/2020 till 30/03/2025 and the fixation of remuneration in case of having profit or no profit or inadequacy of profit.
No directors, key managerial personnel, manager or their relatives is interested or concerned in the above resolution except Mr. A.
MINUTES OF THE 19TH EXTRA ORDINARY GENERAL MEETING OF M/S ABC LTD. HELD AT THE REGISTERED OFFICE OF THE COMPANY AT ————– ON THE 27TH DAY OF MARCH, 2020 AT 3:00 P.M.
Time of Commencement: 3:00 P.M.
Time of Conclusion: 4:30 P.M.
Attendance:
1) X (Chairwoman)
2) B (Independent Director)
3) C (Independent Director)
4) D (Non-Executive Director)
5) T (Executive Director)
6) S (Company Secretary)
PRESENT:
1) E (Managing Director and a Member)
2) N (Whole Time Director and a Member)
3) O (member)
4) P (member)
5) Q (member)
6) R (member)
(I) MEMBERS PRESENT IN PERSON AND AS AUTHORIZED REPRESENTATIVES OF BODIES CORPORATE AS PER THE ATTENDANCE REGISTER:
6 members were present in person, 4 attended as authorized representatives of bodies corporate as per the Attendance Register.
(II) PROXIES PRESENT AS PER ATTENDANCE REGISTER:
There was no proxy present as per the Attendance Register
1) CHAIRMAN:
Ms. X, being the Chairwoman of the company took the chair and welcomed the members, directors and company secretary present at the meeting.
2) QUORUM:
The chairman after welcoming the directors considered the requisite quorum present and declared the meeting open for discussion.
3) MINUTES OF THE PREVIOUS MEETING:
The minute of the previous meeting held on ………… was circulated, considered, noted and signed by the chairman.
4) NOTICE:
With the consent of the members, the notice was taken as read.
5) APPOINTMENT OF MR. A (DIN :——-) AS THE MANAGING DIRECTOR AND THE WHOLE TIME KEY MANAGERIAL PERSONNEL:
The Chairwoman proposed the resolution for the appointment of Mr. A (DIN: …….) as the Managing Director of the company w.e.f 31/03/2020 as per the requirement u/s 196, 197 and schedule V of the Companies Act, 2013 and also for the smooth functioning of the company since the tenure of the existing Managing Director Mr. C (DIN: …….) of the company shall expire on the 30th day of March, 2020 which was seconded by Mr. O. The following resolution was passed by way of ordinary resolution:
“RESOLVED THAT pursuant to the provisions of sec 196, 197, 203 Schedule V and any other applicable provisions of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification or re-enactment thereof) and subject to the approval of Central Government, the approval of the members be & is hereby accorded to the appointment of Mr. A (DIN: ……..) as the Managing Director (Whole Time Key Managerial Personnel) of the Company for a term of 5 years commencing from 31/03/2020 till 30/03/2025 at a remuneration fixed by the Board on the recommendation of the Nomination & Remuneration Committee and on such terms and conditions mutually agreed upon by the Board and Mr. A as specified on the Explanatory Statements pursuant to the provisions of sec 102 (1) of the companies act, 2013 annexed to this Notice.
FURTHER RESOLVED THAT the Board be & is hereby authorize to alter the terms & conditions of the appointment and/or remuneration as fixed by the Board, subject to the same not exceeding the limit as specified under section 197 read with Schedule V of the Companies Act, 2013 (including any statutory modification or re-enactment thereof for the time being in force).
The following terms and conditions to be considered:
h) Tenure: 5 years
i) Basic Pay: Rs. 5,00,000/- per month as basic;
j) Dearness Allowance: Rs. 2,00,000/- per month;
k) Bonus: 8.33% of the salary;
l) Gratuity: as per the Rules of the company, subject to completion of service of 5 years at the rate of half a month’s salary for each year of completed service with effect from 21/03/2020;
m) Provident Fund: Company’s contribution to provident fund to the extent the same is not taxable under the Income Tax Act, 1961;
n) Benefits, Perquisites and Allowances:
(i) Provision of a Car with driver for official purposes and such driver’s remuneration/expenses as fixed/approved by the Board shall be reimbursed to him, if he is not provided with Company’s driver.
(ii) Free use of Company’s mobile phone and telephone at his residence
(iii) Reimbursement of medical expenses incurred for himself and family subject to ceiling of one month’s salary in a year or three month’s salary over a period of 3 years;
(iv) Actual leave travel expenses, as per the rules of the company, excluding hotel and food charges once in a year to any place in India to himself and his family.
FURTHER RESOLVED THAT the Director of the company be & is hereby authorised to file/sign/execute/ to do all such acts, deeds, and things as may be necessary to give effect to the aforementioned resolution along with the filing of the e-form DIR-12, Mr-1, MGT-14 with the Registrar of Companies, West Bengal.”
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