Format of Special Resolution for Re-appointment of Managing Director

A special resolution plays a crucial role in the corporate governance of a company, especially when it comes to the re-appointment of key officials such as the Managing Director. In accordance with the Companies Act, 2013, this article provides a draft of special resolution for the re-appointment of a Managing Director, including all the essential components and considerations.

Format of Special Resolution for Re-appointment of Managing Director of Company under Companies Act, 2013

“RESOLVED THAT pursuant to the provisions of Section 152, 196, 197, 198, 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013, and Rules made thereunder (including any statutory modifications(s) or re-enactment thereof for the time being in force) and as recommended by the Nomination and Remuneration Committee and the Board of Directors, consent of the members be and is hereby accorded to the re-appointment of _________________ (Name of Managing Director) ______________ (Director Identification Number of Managing Director) as Managing Director of the Company for a period of ___________ years (Not more than 5 years) w.e.f. _____________ (Date of Re-appointment) till _____________ (Date of term expiry) liable to retire by rotation and on terms and conditions and payment of monthly remuneration payable to him during the period of his continuance in the office of Managing Director of the Company as detailed hereunder:

1. Salary

* Other allowances include payments in the nature of medical reimbursements, club fee etc. upto the amount specified.

2. Perquisites & Allowances in addition to the above

•  Company’s Contribution towards Superannuation and Provident Fund as per rules of the Company.
•  Gratuity & other long term benefits as per Company Policy.
• Earned / Privilege Leaves – As per rules of the Company. Leaves accumulated but not availed during the tenure may be allowed to be encashed at the end of the tenure.
• Car – Provision of a Chauffeur driven car for the business purposes of the Company & Personal use.
• Telephone – Telephone facility at residence, personal long distance calls to be paid by ___________ (Name of Managing Director)
• Such other benefits / amenities and other privileges as may from time to time be available to other executives of the Company and the monetary value shall be evaluated as per Income Tax Rules, wherever applicable and in the absence of any such rule, the same be evaluated at actual cost.

3. Other Benefits:

• Reimbursement of entertainment expenses actually and properly incurred in course of the business of the Company.
• The expenses in connection with the spouse accompanying the Managing Director while on business tours in India and abroad to be borne by the Company

RESOLVED FURTHER THAT in the absence or inadequacy of profits in any financial year, the remuneration as set above be paid to ___________ (Name of Managing Director) as minimum remuneration, subject to necessary approvals(s), as may be required.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds and things and execute all such documents, agreements, instruments and writings as may be usual, expedient or proper to give effect to the aforesaid resolution and to settle any question, difficulty or doubt that may arise in respect of aforesaid without being required to seek any further consent or approval of the Members of Company, otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution”