DRAFT ATTACHED FORMATS
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
2. AGENDA OF BOARD MEETING:
AGENDA
AGENDA FOR
THE MEETING OF BOARD OF DIRECTORS TO BE HELD ON
------------DAY OF----------MONTH, 2014 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:
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 endeavors 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.
For Name of Company Limited
(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 Finacial 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
THATMr. ---------------- (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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