Format of remuneration committee

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

15 October 2012 DEAR FRIENDS,

Plz provide me:

1. Minutes of bod meeting in whcih remuneration committee is recommended.
2. minutes of first meeting of remuneration committee

Thanks & Regards
CS Satish Sharma

Ajay Mishra

Ajay Mishra (Expert)
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15 October 2012 MINUTES OF THE MEETING OF REMUNERATION COMMITTEE OF LTD. HELD ON SATURDAY, THE TH DAY OF MAY, 2012 AT 3:30 P.M AT ...........

PRESENT
Mr. .......- Chairman
Mr. ........- Member
Dr. .........- Member

IN ATTENDANCE
Ms. ........ - Company Secretary

CHAIRMAN
Mr. ....., on request took the chair.

QUORUM

The chairman took the chair and declared that the quorum being complete, the meeting is competent to transact the business.

RECOMMENDATION FOR RE-APPOINTMENT OF MS ............ AS CHAIRMAN CUM MANAGING DIRECTOR

The secretary informed the members of the committee that Ms. ......., Chairperson cum Managing Director of the company was appointed for a period of five years with effect from 1.4.2012. She further apprised the members that as per the terms of the Agreement entered into between Ms. ..... Chairperson cum Managing Director and the Company her appointment shall expire on .......2012. The Committee, subject to the approval of Shareholders in the General Meeting, has decided to re-appoint her for a further period of five years starting from 1.4.2012.

Mr. ...... being directly related and interested in the said resolution did not participate in the discussion and voting. After certain deliberations the committee passed the following resolution unanimously:-

“RESOLVED THAT pursuant to Sections 198, 269, 309, 310, 311, relevant schedules (including Schedule XIII thereto) and other applicable provisions, if
any, of the Companies Act, 1956, (including any statutory modifications or re-enactment thereof, for the time being in force) and subject to such sanctions and approvals as may be necessary, approval of the Company be and is hereby
accorded to the re-appointment of Ms. ...... as Managing Director of the Company for a further period of five years, with effect from April 1, 2005, as per the terms and conditions as stated in the explanatory statement and on the remuneration set out below:

Basic Salary Rs. 24 lacs per annum

Perquisites will be paid in addition to salary. But in any case the total managerial remuneration shall not exceed the maximum limit prescribed under the Companies Act. Perquisites are classified into three categories A, B and C 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 of an amount the Annual premium of which does not exceed Rs. 20,000/- (Rupees twenty thousand only)
• 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.

RESOLVED FURTHER that the Board of Directors of the company be and are hereby authorized to vary, alter or modify the different components of the above- stated remuneration as may be agreed to by the Board of Directors and Ms. .......

RESOLVED FURTHER that notwithstanding anything herein above stated where in any financial year closing on and after March ........, the company incurs a loss or its profits are inadequate, the company shall pay to Ms. ...... the remuneration by way of salary and other allowances not exceeding the limits specified under Para 2 of Section II, part II of Schedule XIII to the companies Act, 1956(including any statutory modifications or re- enactments thereof, for the time being in force), or such other limits as may be prescribed by Government from time to time as minimum remuneration.

The appointment is subject to the approval of members. The terms and conditions of her appointment are as follows:

• Period of appointment: five years beginning April 1, 2005 and ending on March 31, 2010 (unless she resigns from office of the Managing Director by giving a notice in writing to the company or vacates the office by virtue of the provisions of the Companies Act, 1956)
• Details of remuneration: As provided in the resolution.
• Ms. ........shall perform such duties as shall from time to time be entrusted to her, subject to the superintendence, direction and control of the Board of Directors and she shall perform such other duties as shall from time to time be entrusted to her by the Board of Directors. She shall be the administrative and academic head of the company and shall be responsible for the growth of the entire organization to the best of her abilities
• The Managing Director, so long as she functions as such, shall not be paid any Sitting Fees for attending the meetings of the Board of Directors or Committee thereof from the date of her appointment.
• The Managing Director shall be entitled to resign from her office by giving 3 months notice in writing to the company. If the Managing Director resigns from her office by notice in writing to the company or otherwise ceases to hold office of the Managing Director, she shall nevertheless continue to hold the office of Director of the company and to exercise all the rights and privileges as Director of the company..
• The company shall also be entitled to terminate the office of the Managing Director by serving upon her not less than three months notice in writing.”

VOTE OF THANKS
There being no other business, the meeting terminated with a vote of thanks to the chair.

CHAIRMAN

Date:
Place:

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