APPOINTMENT OF MANAGING DIRECTOR AND WHOLE TIME DIRECTOR U/S 196, 197 & 203 OF THE COMPANIES ACT 2013 AND THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

Ordinary Resolution:

To consider, and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Sections 196, 197 and 203 read with other applicable provisions and Schedule V of the Companies Act, 2013 and the provisions of Articles of Association of the company, Mr/Ms ____be and is hereby appointed as Managing Director of the company for a period ___ with effect from _____on terms and conditions including remuneration as given below.

a. Basic Salary: `_______ per annum.

b. House Rent Allowance: ______per annum.

c. Utility Bills be reimbursed at actual upto a limit of Rs. ______ per annum.

d. Leave Fare Concession facility be paid at `_________per annum.

e. Variable Pay to be paid as decided by the Board.

f. All other terms and conditions of his employment be decided by the Board.

RESOLVED FURTHER that MR/Ms ____in the capacity of Managing Director will be entrusted with the powers, authorities, functions, duties, responsibilities etc. by Board of Directors of the company, from time to time.

RESOLVED FURTHER that the Board of Directors be and is hereby authorized to do all such acts, deeds and things as may be necessary, proper and expedient for the purpose of giving effect to this resolution.”

EXPLANATORY STATEMENT U/S 102 OF THE COMPANIES ACT, 2013

The members of the company at the AGM held on______ had approved the appointment of Mr/Ms______ as Managing Director of the company from _______ till ______.

The Directors recommend the resolution for members’ approval.

Except Mr/MS______, none of the Directors, Key Managerial Personnel or their relatives are in any way concerned or interested, financially or otherwise in this Resolution.