Director Remuneration

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Ruchir (Querist)

05 July 2010 Can someone give me the draft of Board Resolution for Director's Remuneration in case of a Section 25 Company? Please reply urgently.

Ankur Garg

Ankur Garg (Expert)

05 July 2010 RESOLVED THAT pursuant to the provisions of section 198, 269, 309, 310 and 311 read with schedule XIII of the Companies Act, 1956 and other applicable provisions, if any, of the Companies Act, 1956 (including any statutory modification or re-enactment thereof for the time being in force) and pursuant to Articles of Association of the company approval of Board of Directors of the Company be and is hereby accorded to the remuneration structure payable to Mr. Anu Kumar, Director of the Company with effect from April 1, 2006 on the salary, allowance and perquisites as under:

 Details of remuneration are:

Salary Rs. _______ per annum

Salary mentioned above includes perquisites payable to Mr. Anu Kumar, Director but in any case the total managerial remuneration shall not exceed the maximum limit prescribed under the Companies Act. Perquisites are classified into two categories A and B as follows: -

Category A

• The company will reimburse leave travel expenses for self subject to ceiling of one month’s basic salary per annum.
• Reimbursement of medical expenses for self and family, subject to ceiling of one month’s basic salary per annum.
• Personal accident insurance.
• Fees of clubs subject to a maximum of two clubs. This will not include admission and life membership fees.
• Reimbursement of Driver’s salary for provision of use of car for company business.

Category B

• Contribution to Provident Fund, Superannuation Fund or Annuity Fund will not be included in computation of the ceiling on perquisites to the extent these either singly or put together are not taxable under Income Tax Act.
• Gratuity payable should not exceed half a month’s salary for each completed year of service.

Note:-- For the purpose of Perquisites stated in category ‘A’ above, “Family” means the spouse, the dependent children and dependent parents.

RESOLVED FURTHER THAT Mr. Anu Kumar, Director shall 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, be available to other Senior Executive of the Company.

RESOLVED FURTHER THAT the above resolution may be forwarded to the Board of Directors for its approval and Mr. ABH, Company Secretary be and is hereby authorised to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient for the purpose of giving effect to these resolutions.

Ankur Garg

Ankur Garg (Expert)

05 July 2010 Sorry resolution is not an exact one...but modify the language according to your need.

Thanks

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