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Directors remuneration in form of Professional fee

This query is : Resolved 

I have a private limited company, wherein there are 2 directors who are even shareholders for the same. They are not receiving any remuneration by way salary for the year. At the end of financial year, they are willing to charge consultancy fee for the period.
share capital being 1 lakh and consultancy fee being 10lk
Can you help me out if any restrictions are there on payment of consultancy charges.
Is any resolution required to be passed for the same.?
If yes, under which section it is applicable?


No restriction for private limited company refer section 197 of companies act.

This is a related party transaction, please refer to section 188 of the Companies Act


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