Remuneration to directors

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deepa (Querist)

27 November 2010 Hi,
My company's three directors are paid salary beyond schedule XIII. One amog them is managing Director. The salary is effective from april, 2010. Now as it is late filing , i will have to file form 65 for condoning the delay. My querry is that, whether i will have to file separate form 65 for each director or a single form 65 will do.
please suggest.

Deepa

Ajay Mishra

Ajay Mishra (Expert)

27 November 2010 Hi Deepa

When you file Form 25A with CG, in such Form Point no 8(b) says whether the application has be filed in time and make necessary attachment as point no (xiii) of Part-B in page no.8 under section 637B of the Companies Act, 1956.

Regards

Ajay Mishra

Ajay Mishra (Expert)

27 November 2010 Hi

No need to Form 65 for this purpose.

Regards

deepa

deepa (Querist)

27 November 2010 Dear Sir,

When I mark there in form 25A that the application is not being filed in time, in that case i have to attach application U/s 637B. Now there what shall I attach? please suggest.

Aashok Kumar Sharma online

Aashok Kumar Sharma

(Expert)

21 July 2025 Hi Deepa,

Thanks for sharing the details. Here’s a clear breakdown based on your queries:

1. Remuneration Beyond Schedule XIII & Late Filing
You mentioned your company’s three directors (including the Managing Director) are paid salary beyond the limits prescribed under Schedule XIII.

Since the approval or filing regarding this remuneration is delayed (effective April 2010, but filing is late), you need to file Form 65 for condonation of delay.

2. Do you file separate Form 65 for each director or a single Form 65?
Single Form 65 covers the entire application for approval of remuneration beyond limits for all directors in the company.

You don’t have to file separate Form 65 for each director.

The Form 65 application should clearly mention the details of all the directors whose remuneration exceeds Schedule XIII limits.

Attach relevant details for each director (salary structure, terms, etc.) in the annexure or supporting documents.

3. Regarding your question on Form 25A and attachment under Section 637B
When you mark in Form 25A that the application is not filed in time (delayed), you have to attach a condonation of delay application under Section 637B.

This attachment should be a formal written application/request stating:

The reasons for the delay in filing the application.

A prayer to condone the delay and accept the late application.

This application is usually in the form of a simple letter or affidavit addressed to the Registrar or the relevant authority.

Summary for your case:
File one Form 65 for all three directors.

When submitting Form 25A (if it applies in your context for Tribunal or ROC filing), tick the box for delay.

Attach a condonation application under Section 637B stating reasons for delay.

Ensure the condonation application is signed and properly formatted.

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