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Increase in Directors Remuneration

Dhiraj Bagri (Manager - Finance & Accounts) (174 Points)

27 October 2010

Dear All,

Can increase in Director's Remuneration be decided in Board Meeting and laster on substantiated in next AGM.

Thanks

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10 Replies

Ajay Mishra (Company Secretary) (74332 Points)
Replied 27 October 2010

Yes, Remuneration Committee of the Board of Director decide the remuneration of director subject to the approval of shareholders.

Regards

Dhiraj Bagri (Manager - Finance & Accounts) (174 Points)
Replied 27 October 2010

Actually, In this case company is a Public Ltd Co having no Remuneration Committee.

Thanks

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 27 October 2010

MD remuneration

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 27 October 2010

If you have sufficiant profits and not suffering from inadequate profit or loss and proposed remuneration is under the limits mentioned u/s 309(3) and (4) then there is no need to follow schedule XIII.

Please go through section 310.

Dhiraj Bagri (Manager - Finance & Accounts) (174 Points)
Replied 27 October 2010

Thanks for the elaborate reply.

In my case company is Public Limited Co (Unlisted) and does not "Remuneration Committee".

So, just with the decision of the Director will it suffice to pass the same in Board Meeting and later on get it substantiated in AGM.

Further, Director's salary which was increased has already been paid.

Abhinav (-) (21 Points)
Replied 22 October 2011

In XYZ LTd(Loss Making Company) MD has appointed by the board of Directors w.e.f form 14.05.2010 and remuneration committee has approvled the remuneration of Rs 8L p.a.,Further the resolution has been ratified in the AGM 30.09.2010. In the month of April 2011, remuneration committee has increased the remuneration of MD from 8L to Rs 9L.

Please suggest what all compliances are to be done? Do we need to file form 25c?

Thanks in Advance

Regards

Abhinav

Dhiraj Bagri (Manager - Finance & Accounts) (174 Points)
Replied 29 October 2011

Plz refer Schedule XIII for remuneration and as far as Form - 25C is concerned same is filed at the time of appointment of MD or WTD.

BHAKTI (CS TRAINEE) (26 Points)
Replied 22 March 2012

In my case company is Public Limited Co (Unlisted) and there is a case of inadequecy of profit so, please suggest me the options for give maximum remuneration to the directors ( there is a no M.D and having 3 directors )

Ajay Mishra (Company Secretary) (74332 Points)
Replied 22 March 2012

Read Part II and Part III of Schedule XIII of the Companies Act, 1956.

Regards

N Giridar (ACA, CS Final Student) (151 Points)
Replied 23 March 2012

Originally posted by : Dhiraj Bagri
	Thanks for the elaborate reply. In my case company is Public Limited Co (Unlisted) and does not "Remuneration Committee". So, just with the decision of the Director will it suffice to pass the same in Board Meeting and later on get it substantiated in AGM. Further, Director's salary which was increased has already been paid.

Mr.Bagri, The increased Director's Salary which is not yet substantiated at AGM is supposed to be held in trust by the concerned Director till it gets approved in the AGM & within Schedule XIII limits (if exceeding the ceiling limit in Schedule XIII, CG approvel required). It means that the Director has overdrawn his Remuneration & so he has to repay it to the company.

However, if an application is made to the CG to waive the recovery of excess remuneration, & the CG permits the waiver, then the Director shall have the right to retain such excess remuneration.