Board Resolution Appointment of Wtd in Meeting Resolution Public Company

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Board resolution appointment of wtd in Meeting resolution Public Company

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CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE
BOARD OF DIRECTORS OF THE COMPANY HELD ON_________________
To consider the appointment of Shri ___ (DIN :________) as a Whole-time Director and if thought fit, to
pass, with or without modification(s), the following resolution as Ordinary Resolution:
"RESOLVED THAT in accordance with the provisions of Sections 196, 197 and 203 read with Schedule V
and all other applicable provisions of the Companies Act,2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment
thereof, for the time being in force), consent of the board, be and is hereby accorded for the appointment of
Shri ______________as a Whole-time Director, for a period of 3 (three) years from ________to
______________subject to approval of shareholders at the Annual General Meeting of the company on such
terms and conditions as may be placed before the Board."

CERTIFIED TRUE COPY
For NAME OF THE COMPANY

Name of the Director
DIN:
Designation of Director
Date:

SD/CHAIRMAN

CERTIFIED TRUE COPY OF THE STATEMENT PLACED BEFORE THE MEETING OF
THE BOARD OF DIRECTORS OF THE COMPANY HELD ON SHOWING BROAD
PARTICULARS OF THE TERMS OF APPOINTMENT OF AND REMUNERATION
PAYABLE TO SHRI. ___________

Salary inclusive of
all allowances
Perquisites
in
addition to salary

Rs. ________per month or as may be decided by the board of directors
A. Housing: The expenditure incurred by the Company on hiring
unfurnished accommodation subject to a Ceiling of sixty percent
of the salary.
In case the accommodation is owned or taken on lease by the
Company, the company shall deduct ten percent of the salary of
the appointee.
B. Expenditure incurred by the company on Gas, Electricity, Water
etc. will be valued as per Income Tax Rules, 1962.
C. Medical/Hospitalization Expenses Reimbursement of Expenses
incurred for
the appointee and the family in accordance with
the rules of the company.
D. Leave Travel Concession: Leave Travel Concession for self and
family in
accordance with the rules of the company.
E. Club Fees: Fees of Clubs subject to maximum of two clubs,
admission and life membership fees to be paid as per rules of the
Company.
F. Personal Medical/ Accident Insurance etc.: Coverage for Personal
Medical/ Accident Insurance/ Keyman Insurance or any other
coverage as per rules of the Company and annual premium for the
same to be paid by the Company.
Any other benefits, facilities, allowance and expenses as may be allowed
under Company rules/schemes.
Notes: For the purpose of perquisites stated herein above, family means
spouse, dependent children and dependent parents of the appointee.
Perquisites shall be evaluated as per Income Tax Rule wherever applicable
and in the absence of any such rule. Perquisites shall be evaluated at
actual cost.

Retirement Benefits

A. Company’s Contribution towards Provident Fund, Super-

annuation fund or Annuity Fund shall be as per the Rules of the
Company and this amount shall not be included in the
computation of the ceiling on perquisites to the extent these,
either singly or put together, are not taxable under the Income Tax
Act 1961.
B. Gratuity payable shall be in accordance with the rule of the
company.
C. Earned Leave on full pay and allowances as per the rules of the
Company, leave accumulated shall be encashable of Leave at the
end of the tenure, if any, will not be included in the computation
of the ceiling on perquisites.
Other benefits

A. Provision of car with Driver for use in Company’s business and
telephone at residence will not be considered as perquisites.
Personal long distance calls on telephone and use of car for
private purpose shall be billed by the company.
B. The appointee shall be entitled to reimbursement of entertainment
expenses actually and properly incurred during the course of
legitimate business of the company.
C. The appointee shall be eligible for Housing, Education and
Medical Loan and other Loans or facilities as applicable in
accordance with the rules of the company.

Minimum
Remuneration

Where in any financial year during the currency of tenure of the managing
director, the company has no profits or its profits are inadequate, the
company will pay remuneration by way of salary and perquisites not
exceeding the limits as specified above.

CERTIFIED TRUE COPY
For <<NAME OF THE COMPANY>>

<<Name of the Director>>
DIN:
<<Designation of Director>>
Date:

SD/CHAIRMAN

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