SNS Limited is expanding its business in UAE and to look after the business affairs abroad proposes to appoint Vikram as an additional director. He is M. Tech and had done his executive MBA from IIM, Bangalore and has a

CS Executive · Company Law and Practice · PYQS · December 2023
SNS Limited is expanding its business in UAE and to look after the business affairs abroad proposes to appoint Vikram as an additional director. He is M. Tech and had done his executive MBA from IIM, Bangalore and has a working experience in corporate sector at a top-management level. Since the next Board meeting is not likely to be held early it is proposed to appoint him as an additional director by obtaining a board approval through resolution by circulation. You are, being a company secretary of the company, requested to draft a resolution by circulation along with brief note thereon for consideration and approval of the directors in compliance with the provisions of the Companies Act, 2013.

Answer & Explanation:

Resolution by Circulation The following Resolution is intended to be passed by circulation as per the provisions of Section 175 of the Companies Act, 2013. A note explaining the urgency and necessity for passing the said Resolution by circulation is enclosed. "RESOLVED THAT pursuant to Section 161 of the Companies Act, 2013, and other applicable provisions, including any modification or re-enactment thereof and the provisions of the Articles of Association of the Company, Mr. Vikram (Name of Director), holding DIN: be and is hereby appointed as an Additional Director on the Board of the Company, effective from ____________. RESOLVED FURTHER THAT Mr. Vikram shall hold office up to the date of the next Annual General Meeting (AGM) of the company or the last date on which the AGM should have been held, whichever is earlier. RESOLVED FURTHER THAT (Name of the Authorized Director) (DIN) be and is hereby authorized to do all acts, deeds, matters and things as may be deemed necessary in connection therewith." None of the Directors are deemed to be concerned or interested in the Resolution. *Assent / Dissent / Require Meeting (*Strike off whichever is not applicable) Place: ____________ Date: ____________ Signature Name of Director(DIN) Brief note on the resolution by circulation for appointment of an additional director The company is expanding its business in UAE for which it needs a dynamic, young, qualified, and experienced person to head and look after the affairs of the business abroad. Mr. Vikram has done his M. Tech from an esteemed institute of technology and after that Executive MBA from IIM, Bangalore. He has five years' experience of working in a corporate sector at the top management level and can shoulder the responsibilities for which the company is looking for. He has provided required declaration that he is not disqualified to be appointed director of the company, his DIN and consent to act as an additional director, if appointed. The Articles of the Company provides for appointment of additional director by the Board of directors. He is recommended to be appointed additional director of the company with effect from date the resolution, by circulation, is passed by the majority of directors. Since the next board meeting is not likely to be held early it is proposed to appoint him as such by obtaining the Board's approval through a resolution by circulation to meet the urgency. Hence, a draft circular resolution along with all supporting documents are attached herewith for information of the directors. Kindly indicate your response to the aforesaid Resolution, by appending your signature and the date of signing in the space provided beneath the Resolution and return one copy to the undersigned or by e-mail at the address mentioned below so as to reach us on or before ____________. All Directors are requested to return the resolution duly approved or otherwise and signed to that effect to the registered office of the company within a period of seven days. For ____________ (Name of Company) Sd/- Managing Director (DIN) / Company Secretary e-mail id: ____________ Address: ____________ Contact No: ____________

Topics: Company Law

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