Payment to director (Corporate Law)

This query is : Resolved

CA Saxena

( Author )
31 January 2013

Can a pvt ltd. company pay incentive or bonus to its director in addition to his remuneration??

If yes, it will be authorized by Board resolution.
please also provide board resolution for the same.

Regards

shrikant

( Expert )
31 January 2013

Yes, formal board resolution require but need not require submit to concern ROC.

CS Ankur Srivastava

( Expert )
01 February 2013

You may pay to the director in terms of the resolution passed in this behalf.

CA Saxena

( Author )
01 February 2013

Can i request a sample resolution please if anyone could provide

Ajay Mishra

( Expert )
01 February 2013

Hi

REMUNERATION TO DIRECTOR OF PRIVATE COMPANY:

The Chairman informed that Ms. X was appointed by the Board as the director of the Company w.e.f. ………... The Board considered that looking into the provision of Schedule XIII of the Companies Act, 1956, if applicable and subject to Articles of Association of the Company, the Board has considered and recommended the appointment, terms, conditions and remuneration payable to Ms. Xl as the Director.

The Board considered the various matters relating thereto including, the profitability of the Company, qualification and experience of Ms. X, existing remuneration payable to the Directors, future business prospectus, effect of her appointment in the effective management of the affairs of the company etc. After due discussion the Board passed the following resolution unanimously:
RESOLVED THAT pursuant to the provisions of Companies Act, 1956 read with Articles of Associations of the Company and other applicable provisions, if any, of the Companies Act, 1956 (including any statutory modifications or re-enactment thereof for the time being enforce) the Board be and hereby approved for the remuneration of Ms. X as Director and designated as the Executive Director of the Company w..e.f. 1st April, 2006 on the salary, incentives, bonus, allowances and perquisites as under:
(a) Salary: Rs. 22,500 per month.
(b) Perquisites: Subject to the ceiling of Rs. 2,40,000 per annum.

Category A:
(i) House rent allowance subject to a maximum of 50% of the salary or house accommodation shall be provided by the Company and 10% of salary shall be recovered by way of rent.
Expenditure incurred by the Company on her electricity, water and furnishing shall be evaluated as per Income-tax Rules, 1962 subject to a ceiling of 10% of salary.
(ii) Re-imbursement of medical expenses of the Whole-time Director and his family, the total cost of which to the Company shall not exceeding one month salary in the year or three months salary in a block of three years.
(iii) Leave travel assistance: Expenses incurred for self and family and family in accordance with the Rules of the Company.
(iv) Club Fees: subject to a maximum of two clubs this will not include admission and life membership.
(v) Personal accident insurance premium: not exceeding Rs. 4,000 P.A.
(vi) Contribution to Provident Fund & Family Benefit Funds: As per Rules of the Company.
Category B:
(i) Car: The Company shall provide a car for the Company's business and, if no car is provided reimbursement of the conveyance shall be made on actual basis as may be claims made by him.
(ii) Gratuity: As per rules of the Company, subject to a maximum ceiling as may prescribed in under the Payment of Gratuity Act from time to time.
(iii) Earned Privilege Leave: As per the rules of the Company subject to the condition that the leave accumulated but not availed of will be allowed to be encashed for 15 days salary for every year completed services at the end of the tenure.
(iv) Telephone: Free use of telephone at his residence provided that personal long distance calls on the telephone shall be billed by the Company to the Whole-time Director.
Note.—For the purpose of perquisites stated in Category "A" above, "Family" means the spouse, the dependent children and dependent parents of the appointee. (a) Salary: Rs. 20,000 per month, with the annual increment of Rs. 5,000 only.

RESOLVED FURTHER THAT Ms. X shall also be entitled for the reimbursement of actual entertainment, traveling, boarding and lodging expenses incurred by her in connection with the Company's business and such other benefits/amenities and other privileges, as any from time to time, is available to other Senior Executives of the Company.

CA Saxena

( Author )
02 February 2013

@Ajay Sir
Thank you for the reply.
Sir i also need a resolution for payment of one time incentive to the director.
please if you could provide me the same.

moreover why am i not able to copy the resolution that you have sent across.

Ajay Mishra

( Expert )
02 February 2013

For one time incentive, you use the same resolution by using first and last paragraph of the above resolution with some modifications.

The provisions of remuneration of Companies Act, 1956 is not applicable on private limited company. it is govern by their own articles.

Ajay Mishra

( Expert )
02 February 2013

I think, you got the same.

CA Saxena

( Author )
02 February 2013

yes sir i did

thanks a lot sir for the help