Special resolution for commission to non executive director

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Mitesh Sanghavi (Querist)
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03 July 2012 kindly provide me with the Draft of special resolution for commission to non executive director u/ 309, 198.

Kindly do the needful.

CS Mitesh Mehta

CS Mitesh Mehta (Expert)
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03 July 2012 DRAFT RESOLUTION

“Resolved that subject to the provisions of Sections 198 and 309 and all other applicable provisions, If any, of the Companies Act, 1956, (including any amendment thereto for the time being in force), Consent of the Company be and is hereby accorded to the payment of Commission to the Non Executive Directors of the Company (other than the Managing Director and Whole Time Director, if any) as may be decided by the Board, from time to time, but not exceeding __% ( ___________ per cent) per annum of the net profits of the Company calculated in accordance with the provisions of the Act, such commission be divisible amongst the Directors in such proportion and in such manner as may Be decided by the Board of Directors of the Company for the period of ______ years commencing from___________.”

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Mitesh Sanghavi

Mitesh Sanghavi (Querist)
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03 July 2012 Thank u for your Quick Response..
Please let me know the way out if the commission payable to non-executive Director exeecd 1% (i.e if i wish to give them 2%)

CS Mitesh Mehta

CS Mitesh Mehta (Expert)
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04 July 2012 If the commission payable exceeds the limit, payment can be made only with the approval of the Central Government.

Besides the approval of the Central Government, no payment to non-executive directors without the prior approval of the company in general meeting accorded by a special resolution in terms of section 309(4) can be made.

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