Directors remuneration

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Ravi Kumar Jain (Querist)
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08 July 2010 A unlisted public Ltd. Co. having 3 Directors on Board, decided to increase the remuneration of all the directors as per Part II of Schedule XIII of the Companies Act, 1956 through EGM because the same requires the shareholder's approval through special resolution. Is it necessary to file the Form 23 twice i. e. once when the same was approved by the remuneration committee containing all the 3 Directors and again when the same was approved by the shareholder in EGM?

Ankur Garg

Ankur Garg (Expert)
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08 July 2010 Hi,

In the entire process of increase of remuneration single form 23 is required to be filed with ROC within 30 days of passing SR in EGM.

No form 23 is required to be passed when the remuneration is approved by remuneration committee.

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Jagruti (CS)

Jagruti (CS) (Expert)
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08 July 2010 Form 23 needs to be filed only for passing Special resolution as stated by Mr.Ankur.

For resolution passed by remuneration committee Form 23 is not reuiqred to be filed [Refer Sec 192 for filing Form 23]

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