The
Companies Act, 2013 is silent about the provisions regarding appointment of
Joint / Deputy Managing Director in a company whether public or private limited.
However, usually in the large scale companies, Joint / Deputy Directors are appointed as a position next to the Managing Director.
Though there is no specific provision in the Act or rules made thereunder, there is no prohibition either for such appointments.
However, usually in the large scale companies, Joint / Deputy Directors are appointed as a position next to the Managing Director.
Though there is no specific provision in the Act or rules made thereunder, there is no prohibition either for such appointments.
It is pertinent to mention that a joint director acts as a
whole-time director and not as a non-executive director.
FORMAT OF RESOLUTIONS
Board Resolution
#. Appointment of Ms. .......................... as a Joint / Deputy Managing Director
“RESOLVED THAT pursuant to the provisions of sections 196, 197 and 203 read with Schedule V of the Companies Act 2013 and any other applicable provisions, including any amendments thereto or re-enactment(s) thereof for the time being in force, subject to approval of the members and Central Government, if applicable, and such other consents and permission as may be necessary, and subject to such modifications, variations as may be approved and acceptable to the appointee, the consent of the board of directors be and is hereby accorded for the appointment of Ms. ............................ as Joint / Deputy Managing Director of the company for a period of five years from ...(Date)... to ...(Date)..., whose office shall not be liable to determination by retirement of directors by rotation and the payment of remuneration on the terms and conditions as approved by the Nomination and Remuneration Committee in its meeting.”
Nomination and Remuneration Committee Resolution
#. Appointment and remuneration of .........................., Joint / Deputy Managing Director
“RESOLVED THAT pursuant to the provisions of sections 196, 197 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and subject to the approval of the members of the company and subject to the approval of the Central Government as may be required, the appointment and remuneration payable to Ms. ............................ whose name is proposed for the office of the Joint / Deputy Managing Director be and is hereby approved for a period of five years with effect from ...(Date).... on the following terms of remuneration:
I. REMUNERATION
(a) BASIC SALARY
The basic salary of Ms. .................... shall be Rs. .................. per month with liberty and authority to the Board to fix the basic salary from time to time within the range of Rs. ............... to Rs. ................ per month. The changes in basic salary will be based on periodical increments linked with performance of the joint / deputy managing director.
(b) INCENTIVE / COMMISSION
Equivalent to 0.5% of the net profits of the company, subject to a ceiling of an amount equal to annual salary.
II. PERQUISITES
In addition to the basic salary and commission as may be payable as mentioned above, Ms. ................. shall be entitled to the following perquisites.
(a) ACCOMMODATION
A housing accommodation maintained by the company or House Rent Allowance in lieu thereof subject to a maximum amount of 40% of the basic salary.
(b) MEDICAL EXPENSES
Reimbursement of medical expenses incurred for self and family as per the rules of the company subject to a maximum amount of 40% of the basic salary.
For the above purpose,
“Family” includes spouse, dependent children and parents; and
Medical expenses include insurance premiums for medical and hospitalisation policy, if any
(c) LEAVE TRAVEL CONCESSION
Leave Travel Concession for self and family, once a year, incurred in accordance with the rules of the company, subject to a maximum amount of 15% of the basic salary. Here, “Family” includes spouse, dependent children and parents.
(d) PERSONAL ACCIDENT INSURANCE
Personal accident insurance cover of an amount, subject to a maximum amount of 10% of the basic salary.
(e) PROVIDENT FUND AND SUPERANNUATION FUND
Company's contribution to Provident Fund and Superannuation Fund as per rules of the company.
(f) LEAVE AND ENCASHMENT OF LEAVE
Company's payment for leave and encashment of leave as per the rules of the company.
(g) GRATUITY
Company's contribution to gratuity or gratuity fund as per the rules of the company.
(h) USE OF CAR AND TELEPHONE
Use of chauffeur driven company car for official purposes, telephone at residence and cellular phone as per the rules of the company.
(i) REIMBURSEMENT OF EXPENSES
Reimbursement of entertainment, club fees, travelling and all other expenses incurred during the official business of the company in accordance with the rules of the company.
III. REMUNERATION IN THE EVENT OF LOSS OR INADEQUACY OF PROFITS
Where in any financial year, the company has no profits or its profits are inadequate, the foregoing amount of remuneration and benefits shall be paid, subject to Incentive / Commission being restricted to 40% of annual salary and applicable provisions of Schedule V to the Companies Act, 2013.
NOTES :
(a) Net profits for this purpose shall be as per computation of net profits under section 198 of the Companies Act, 2013.
(b) The yearly remuneration shall be within the overall limit prescribed under Schedule V to the Companies Act, 2013.”
(a) BASIC SALARY
The basic salary of Ms. .................... shall be Rs. .................. per month with liberty and authority to the Board to fix the basic salary from time to time within the range of Rs. ............... to Rs. ................ per month. The changes in basic salary will be based on periodical increments linked with performance of the joint / deputy managing director.
(b) INCENTIVE / COMMISSION
Equivalent to 0.5% of the net profits of the company, subject to a ceiling of an amount equal to annual salary.
II. PERQUISITES
In addition to the basic salary and commission as may be payable as mentioned above, Ms. ................. shall be entitled to the following perquisites.
(a) ACCOMMODATION
A housing accommodation maintained by the company or House Rent Allowance in lieu thereof subject to a maximum amount of 40% of the basic salary.
(b) MEDICAL EXPENSES
Reimbursement of medical expenses incurred for self and family as per the rules of the company subject to a maximum amount of 40% of the basic salary.
For the above purpose,
“Family” includes spouse, dependent children and parents; and
Medical expenses include insurance premiums for medical and hospitalisation policy, if any
(c) LEAVE TRAVEL CONCESSION
Leave Travel Concession for self and family, once a year, incurred in accordance with the rules of the company, subject to a maximum amount of 15% of the basic salary. Here, “Family” includes spouse, dependent children and parents.
(d) PERSONAL ACCIDENT INSURANCE
Personal accident insurance cover of an amount, subject to a maximum amount of 10% of the basic salary.
(e) PROVIDENT FUND AND SUPERANNUATION FUND
Company's contribution to Provident Fund and Superannuation Fund as per rules of the company.
(f) LEAVE AND ENCASHMENT OF LEAVE
Company's payment for leave and encashment of leave as per the rules of the company.
(g) GRATUITY
Company's contribution to gratuity or gratuity fund as per the rules of the company.
(h) USE OF CAR AND TELEPHONE
Use of chauffeur driven company car for official purposes, telephone at residence and cellular phone as per the rules of the company.
(i) REIMBURSEMENT OF EXPENSES
Reimbursement of entertainment, club fees, travelling and all other expenses incurred during the official business of the company in accordance with the rules of the company.
III. REMUNERATION IN THE EVENT OF LOSS OR INADEQUACY OF PROFITS
Where in any financial year, the company has no profits or its profits are inadequate, the foregoing amount of remuneration and benefits shall be paid, subject to Incentive / Commission being restricted to 40% of annual salary and applicable provisions of Schedule V to the Companies Act, 2013.
NOTES :
(a) Net profits for this purpose shall be as per computation of net profits under section 198 of the Companies Act, 2013.
(b) The yearly remuneration shall be within the overall limit prescribed under Schedule V to the Companies Act, 2013.”
General Meeting Resolution
To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
#. Appointment of Ms. ............................... as Joint / Deputy Managing Director
“RESOLVED THAT pursuant to the provisions of sections 196, 197, 203 and Schedule V of the Companies Act 2013 and other applicable provisions, if any, and rules framed thereunder, including any modification thereto or re-enactments thereof, read with Article ... of the Articles of Association of the company and subject to any other approval(s) as may be necessary in this regard and subject to such conditions as may be imposed by any authority while granting such approval(s) and as are agreed to by the Board of Directors (hereinafter referred to as the Board, which term shall unless repugnant to the context or meaning thereof, be deemed to include any committee thereof and any person authorised by the Board in this behalf), consent of the members be and is hereby accorded for the appointment of Ms. .................. (DIN: ...........) as the Joint / Deputy Managing Director of the company for a period of five years with effect from ...(Date)..., whose office shall not be liable to determination by retirement of directors by rotation, on the terms and conditions set out below:
I. REMUNERATION
(a) BASIC SALARY
The basic salary of Ms. .................... shall be Rs. .................. per month with liberty and authority to the Board to fix the basic salary from time to time within the range of Rs. ............... to Rs. ................ per month. The changes in basic salary will be based on periodical increments linked with performance of the joint / deputy managing director.
(b) INCENTIVE / COMMISSION
Equivalent to 0.5% of the net profits of the company, subject to a ceiling of an amount equal to annual salary.
II. PERQUISITES
In addition to the basic salary and commission as may be payable as mentioned above, Ms. ................. shall be entitled to the following perquisites.
(a) ACCOMMODATION
A housing accommodation maintained by the company or House Rent Allowance in lieu thereof subject to a maximum amount of 40% of the basic salary.
(b) MEDICAL EXPENSES
Reimbursement of medical expenses incurred for self and family as per the rules of the company subject to a maximum amount of 40% of the basic salary.
For the above purpose,
“Family” includes spouse, dependent children and parents; and
Medical expenses include insurance premiums for medical and hospitalisation policy, if any
(c) LEAVE TRAVEL CONCESSION
Leave Travel Concession for self and family, once a year, incurred in accordance with the rules of the company, subject to a maximum amount of 15% of the basic salary. Here, “Family” includes spouse, dependent children and parents.
(d) PERSONAL ACCIDENT INSURANCE
Personal accident insurance cover of an amount, subject to a maximum amount of 10% of the basic salary.
(e) PROVIDENT FUND AND SUPERANNUATION FUND
Company's contribution to Provident Fund and Superannuation Fund as per rules of the company.
(f) LEAVE AND ENCASHMENT OF LEAVE
Company's payment for leave and encashment of leave as per the rules of the company.
(g) GRATUITY
Company's contribution to gratuity or gratuity fund as per the rules of the company.
(h) USE OF CAR AND TELEPHONE
Use of chauffeur driven company car for official purposes, telephone at residence and cellular phone as per the rules of the company.
(i) REIMBURSEMENT OF EXPENSES
Reimbursement of entertainment, club fees, travelling and all other expenses incurred during the official business of the company in accordance with the rules of the company.
III. REMUNERATION IN THE EVENT OF LOSS OR INADEQUACY OF PROFITS
Where in any financial year, the company has no profits or its profits are inadequate, the foregoing amount of remuneration and benefits shall be paid, subject to Incentive / Commission being restricted to 40% of annual salary and applicable provisions of Schedule V to the Companies Act, 2013.
NOTES:
(a) Net profits for this purpose shall be as per computation of net profits under section 198 of the Companies Act, 2013.
(b) The yearly remuneration shall be within the overall limit prescribed under Schedule V to the Companies Act, 2013.
RESOLVED FURTHER THAT the Board of Directors of the company be and is hereby authorised to do all such acts, deeds, things and take all such steps as may be necessary, proper or expedient to give effect to the foregoing resolution and for matters connected therewith or incidental thereto.”
#. Appointment of Ms. ............................... as Joint / Deputy Managing Director
“RESOLVED THAT pursuant to the provisions of sections 196, 197, 203 and Schedule V of the Companies Act 2013 and other applicable provisions, if any, and rules framed thereunder, including any modification thereto or re-enactments thereof, read with Article ... of the Articles of Association of the company and subject to any other approval(s) as may be necessary in this regard and subject to such conditions as may be imposed by any authority while granting such approval(s) and as are agreed to by the Board of Directors (hereinafter referred to as the Board, which term shall unless repugnant to the context or meaning thereof, be deemed to include any committee thereof and any person authorised by the Board in this behalf), consent of the members be and is hereby accorded for the appointment of Ms. .................. (DIN: ...........) as the Joint / Deputy Managing Director of the company for a period of five years with effect from ...(Date)..., whose office shall not be liable to determination by retirement of directors by rotation, on the terms and conditions set out below:
I. REMUNERATION
(a) BASIC SALARY
The basic salary of Ms. .................... shall be Rs. .................. per month with liberty and authority to the Board to fix the basic salary from time to time within the range of Rs. ............... to Rs. ................ per month. The changes in basic salary will be based on periodical increments linked with performance of the joint / deputy managing director.
(b) INCENTIVE / COMMISSION
Equivalent to 0.5% of the net profits of the company, subject to a ceiling of an amount equal to annual salary.
II. PERQUISITES
In addition to the basic salary and commission as may be payable as mentioned above, Ms. ................. shall be entitled to the following perquisites.
(a) ACCOMMODATION
A housing accommodation maintained by the company or House Rent Allowance in lieu thereof subject to a maximum amount of 40% of the basic salary.
(b) MEDICAL EXPENSES
Reimbursement of medical expenses incurred for self and family as per the rules of the company subject to a maximum amount of 40% of the basic salary.
For the above purpose,
“Family” includes spouse, dependent children and parents; and
Medical expenses include insurance premiums for medical and hospitalisation policy, if any
(c) LEAVE TRAVEL CONCESSION
Leave Travel Concession for self and family, once a year, incurred in accordance with the rules of the company, subject to a maximum amount of 15% of the basic salary. Here, “Family” includes spouse, dependent children and parents.
(d) PERSONAL ACCIDENT INSURANCE
Personal accident insurance cover of an amount, subject to a maximum amount of 10% of the basic salary.
(e) PROVIDENT FUND AND SUPERANNUATION FUND
Company's contribution to Provident Fund and Superannuation Fund as per rules of the company.
(f) LEAVE AND ENCASHMENT OF LEAVE
Company's payment for leave and encashment of leave as per the rules of the company.
(g) GRATUITY
Company's contribution to gratuity or gratuity fund as per the rules of the company.
(h) USE OF CAR AND TELEPHONE
Use of chauffeur driven company car for official purposes, telephone at residence and cellular phone as per the rules of the company.
(i) REIMBURSEMENT OF EXPENSES
Reimbursement of entertainment, club fees, travelling and all other expenses incurred during the official business of the company in accordance with the rules of the company.
III. REMUNERATION IN THE EVENT OF LOSS OR INADEQUACY OF PROFITS
Where in any financial year, the company has no profits or its profits are inadequate, the foregoing amount of remuneration and benefits shall be paid, subject to Incentive / Commission being restricted to 40% of annual salary and applicable provisions of Schedule V to the Companies Act, 2013.
NOTES:
(a) Net profits for this purpose shall be as per computation of net profits under section 198 of the Companies Act, 2013.
(b) The yearly remuneration shall be within the overall limit prescribed under Schedule V to the Companies Act, 2013.
RESOLVED FURTHER THAT the Board of Directors of the company be and is hereby authorised to do all such acts, deeds, things and take all such steps as may be necessary, proper or expedient to give effect to the foregoing resolution and for matters connected therewith or incidental thereto.”
Explanatory Statement pursuant to Section 102 of the Companies Act, 2013
The Board of Directors of the company in its meeting held on ...(Date)... has approved the appointment and terms of remuneration of Ms. ........................ as the joint / deputy managing director of the company for a period of five years as per the recommendation of the Nomination and Remuneration Committee.
The Nomination and Remuneration Committee has held a meeting on ...(Date)... where the appointment and terms of remuneration of Ms. ........................ as the joint / deputy managing director of the company for a period of five years was considered and approved.
Ms. .................., aged .... years, has a bachelor's degree in .................. and master's degree in ................. She has over ....years of rich experience working in .............. industry. She has worked in global companies viz. ........., ............ and has proven her skills in the field of ...........................
She joined the company as an Additional Director w.e.f. .................... and since then has been contributing to the growth and development of the company.
The Board of Directors strongly believes the induction of Ms. .................... as the joint / deputy managing director of the company will greatly help the company to further its growth in the coming period.
Requisite notice as per section 160 of the Companies Act, 2013 is received from a member, proposing the appointment of Ms. .................... as the joint / deputy managing director at the ensuing ...th annual/ extraordinary general meeting.
Ms. ................... is eligible for appointment as a joint / deputy managing director under the provisions of the Companies Act, 2013 and rules made thereunder. In terms of section 152, Ms. ............. has consented to act as the joint / deputy managing director of the company, if so appointed.
In accordance with Section 196(4) of the Companies Act, 2013, the approval by a resolution at the general meeting of the members of the company is required for the appointment and terms of remuneration of Ms. ........................ as the joint / deputy managing director of the company.
Accordingly, consent of the Members is sought for passing an Ordinary Resolution as set out in item no. .... of the accompanying Notice for appointment and terms of remuneration of Ms. ................... as the joint / deputy managing director of the company for a period of five years w.e.f. ..............
A copy of the service contract entered into between Ms. ................... and the company for the terms of appointment is available for inspection at the Registered Office of the company between 11.00 a.m. to 1.00 p.m. during office hours on all working days except Saturdays, Sundays and National Holidays.
Ms. ...................., being an appointee, and her relatives are deemed to be interested in the said resolution. None of the Directors and Key Managerial Personnel of the company and their relatives is concerned or interested, financially or otherwise, in the said resolution.
The Board commends the Ordinary Resolution as set out in item no. ... of the ...th AGM Notice for the approval of the members.
The Nomination and Remuneration Committee has held a meeting on ...(Date)... where the appointment and terms of remuneration of Ms. ........................ as the joint / deputy managing director of the company for a period of five years was considered and approved.
Ms. .................., aged .... years, has a bachelor's degree in .................. and master's degree in ................. She has over ....years of rich experience working in .............. industry. She has worked in global companies viz. ........., ............ and has proven her skills in the field of ...........................
She joined the company as an Additional Director w.e.f. .................... and since then has been contributing to the growth and development of the company.
The Board of Directors strongly believes the induction of Ms. .................... as the joint / deputy managing director of the company will greatly help the company to further its growth in the coming period.
Requisite notice as per section 160 of the Companies Act, 2013 is received from a member, proposing the appointment of Ms. .................... as the joint / deputy managing director at the ensuing ...th annual/ extraordinary general meeting.
Ms. ................... is eligible for appointment as a joint / deputy managing director under the provisions of the Companies Act, 2013 and rules made thereunder. In terms of section 152, Ms. ............. has consented to act as the joint / deputy managing director of the company, if so appointed.
In accordance with Section 196(4) of the Companies Act, 2013, the approval by a resolution at the general meeting of the members of the company is required for the appointment and terms of remuneration of Ms. ........................ as the joint / deputy managing director of the company.
Accordingly, consent of the Members is sought for passing an Ordinary Resolution as set out in item no. .... of the accompanying Notice for appointment and terms of remuneration of Ms. ................... as the joint / deputy managing director of the company for a period of five years w.e.f. ..............
A copy of the service contract entered into between Ms. ................... and the company for the terms of appointment is available for inspection at the Registered Office of the company between 11.00 a.m. to 1.00 p.m. during office hours on all working days except Saturdays, Sundays and National Holidays.
Ms. ...................., being an appointee, and her relatives are deemed to be interested in the said resolution. None of the Directors and Key Managerial Personnel of the company and their relatives is concerned or interested, financially or otherwise, in the said resolution.
The Board commends the Ordinary Resolution as set out in item no. ... of the ...th AGM Notice for the approval of the members.
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