Board resolution
This query is : Resolved
20 July 2012
Provide the board resolution for authorising remuneration of non executive director.
CS Mitesh Mehta
(Expert)
23 July 2012
DRAFT RESOLUTION
“RESOLVED that pursuant to the provisions of Section 198, 309 and other applicable provisions, if any, of the Companies Act, 1956, and other applicable laws and subject to the approval of members in ensuing general meeting and such statutory approvals as may be necessary, approval be and is hereby accorded from financial year ending March 31, 2012, for a period not exceeding five financial years, the Non-Executive Director(s) of the Company on the Board, who are neither in the whole-time employment of the Company nor as Managing Director(s), in addition to the sitting fees for attending Meetings of the Board of Directors or any Committee thereof, be paid remuneration by way of Commission of an aggregate amount not exceeding ___% of the net profits of the Company, for each financial year or part thereof computed in the manner specified under Section 198 (1) of the Act to be divided among them who were on the Board of the Company at the end of respective financial year or in such manner as the Board of Directors deem fit.
RESOLVED FURTHER that Mr. _________Company Secretary of the Company be and is hereby authorised to do all acts, deeds, matters and such other things as may be considered necessary, expedient, usual, incidental or proper to do for carrying out the above resolution.”
“RESOLVED that pursuant to the provisions of Section 198, 309 and other applicable provisions, if any, of the Companies Act, 1956, and other applicable laws and subject to the approval of members in ensuing general meeting and such statutory approvals as may be necessary, approval be and is hereby accorded from financial year ending March 31, 2012, for a period not exceeding five financial years, the Non-Executive Director(s) of the Company on the Board, who are neither in the whole-time employment of the Company nor as Managing Director(s), in addition to the sitting fees for attending Meetings of the Board of Directors or any Committee thereof, be paid remuneration by way of Commission of an aggregate amount not exceeding ___% of the net profits of the Company, for each financial year or part thereof computed in the manner specified under Section 198 (1) of the Act to be divided among them who were on the Board of the Company at the end of respective financial year or in such manner as the Board of Directors deem fit.
RESOLVED FURTHER that Mr. _________Company Secretary of the Company be and is hereby authorised to do all acts, deeds, matters and such other things as may be considered necessary, expedient, usual, incidental or proper to do for carrying out the above resolution.”
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