Remmuneration to Add.Director on Appointment.-----URGENT????

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joginder (Querist)
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17 February 2010 hello friends

In board of director meeting an additional director was appointed. i have some doubts regarding appointment, if know please answer:

Presently company is in loss from 2 years and it was defaulted in making payment to one of its bank for term loan installment up to 2 years. however now the loan has been rescheduled and all installment are being paid timely.
ONE OF THE EXPERT DIRECTOR IN BOARD MEETING WAS OF OPINION THAT COMPANY CAN NOT PAY ANY REMUNERATION TO THE INDEPENDENT ADDITIONAL DIRECTOR BECAUSE IT WAS DEFAULTED IN MAKING INSTALLMENT PAYMENT TIMELY.

My question is that whether there is any provision in Company Act or under Listing Agreement for Listed Company, which bound Company to not pay remuneration to this new appointee additional even board seating fees.

My another question is that whether i have to pass any resolution in board meeting regarding this appointment. if yes please kindly provide draft of it to include in minutes of board.

Thanking you

Rasesh

Rasesh (Expert)
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17 February 2010 1) There is no provision in the Act which restricts payment of sitting fees to any Director.

2) Board Resolution has to be passed for appointment of any director.

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