resolution for increase in director remuneration

This query is : Resolved 

17 December 2010

Hello Experts
I want the board resolution to increase in director remuneration.

Ajay Mishra (Expert)
17 December 2010


“RESOLVED THAT pursuant to the provisions of section 198, 269, 309, 310 and 311 read with schedule XIII of the Companies Act, 1956 and other applicable provisions, if any, of the Companies Act, 1956 (including any statutory modification or re-enactment thereof for the time being in force) and pursuant to Articles of Association of the company Remuneration Committee of the Board of Directors of the Company be and is hereby approve and recommend to the Board the alteration in the remuneration structure payable to Mr. X, Managing Director of the Company for the remaining tenure of her present term with effect from ………April 1, 2010 on the salary, allowance and perquisites as under:

 Details of remuneration are:

Salary: Rs 25 Lac per annum

Salary mentioned above includes perquisites payable to Mr. X but in any case the total managerial remuneration shall not exceed the maximum limit prescribed under the Companies Act, 1956. Perquisites are classified into two categories A and B 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. ……..
• 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.

Note:- For the purpose of Perquisites stated in category ‘A’ above, “Family” means the spouse, the dependent children and dependent parents.

RESOLVED FURTHER THAT Mr. X Managing Director shall be entitled for the reimbursement of actual entertainment, traveling, boarding, and lodging expenses incurred by her in connection with the Company’s business and such other benefits/amenities and other privileges, as any from time to time, be available to other Senior Executive of the Company.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient for the purpose of giving effect to these resolutions.”

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