Filing Special Resolution of Whole Time Director's Remunerat

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DINESHKUMAR R MISHRA (Querist)

27 October 2009 In case of non listed closely held public company is it mandatory for the company to file terms of appointment for remuneration in excess of 10% of profits of the company however but within overall ceiling limit as prescribed in Sch. XIII based on Effective Paidup capital.
It is mandatory for company's having Managing Director, however in the instant case there is no Managing Director with The company has only 3 whole time directors.
Thanks in advance.

Ankur Garg

Ankur Garg (Expert)

28 October 2009 As u have 3 WTD so the appointment of MD is not necessary. Appointment of WTD is sufficient compliance of section 269.

As you are planning to give remuneration in excess of 10% you have to comply with section 309.

Regards

DINESHKUMAR R MISHRA

DINESHKUMAR R MISHRA (Querist)

28 October 2009 Company is planning to pay in excess of in excess of 10% of profits of the company however but within overall ceiling limit as prescribed in Sch. XIII based on Effective Paidup capital and as required by Sch XIII same will be mandated for 3 years and thru Special Resolution as required in Sch XIII.
Is Company required to file this Special resolution as approved in AGM with ROC for remuneration as prescribed by Sch XIII in excess of 10% of Profit Limits but within overall ceiling limit of Sch XIII.
Thanks a lot.

Ankur Garg

Ankur Garg (Expert)

28 October 2009 Every special resolution passed by members is required to be registered with roc in form 23 as desired by section 192.

Refer section 192(4)(a).

So in your case filing of from 23 is mandatory with in 30 days of passing special resolution in the general meeting.

Regards

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