Appointing a Managing Director - BR

Board Resolution Appointing a Person as Managing Director, Who Is Managing Director Or Manager Of One Other Company

The chairman informed the meeting that – (i) Shri _________ is the managing director of ABC Ltd., which is a wholly-owned subsidiary of this company;

(ii) For administrative convenience and better functioning of both the companies, this company is desirous of appointing the said Shri _ as its managing director and the said Shri _ is willing to accept the appointment as managing director of this company without any remuneration.

(iii) Shri __ is already a director of this company and is competent and not disqualified to be appointed as the managing director of this company and pursuant to proviso to Sub-section (3) of Section 203 of the Companies Act, 2013, due specific notice of this meeting and of the proposed resolution has been given to all the directors for the time being present in India.

The meeting discussed the matter and passed the following resolution:

“RESOLVED THAT consent of all the directors present at the meeting be and is hereby accorded to the appointment of Shri _, who is managing director of ABC Ltd. also, as the managing director of this company without any remuneration and the managing director shall exercise such powers and perform such functions as the Board of directors may, from time to time require him to exercise and perform.”