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314

Ronak (Trainee) (126 Points)

11 April 2011

Hi,

Apart from sitting fees we want to pay remuneration to one of the independent director for being a member on the investment committee of directors. Will it come under section 314 , even if he has the requisite qualification for that position?

Rgds, Ronak

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3 Replies

CA Sandeep Kumar (Audit Assistant) (804 Points)
Replied 11 April 2011

I am not sure but my opinion is as follows:

There is no change of position. He is receiving remuneration as a director only. As far as he is receiving as a director there should not be any problem and 314 should not be made applicable in this case.

(anyways, please wait other members' reply)

Syam kamal (Company Secretary) (156 Points)
Replied 12 April 2011

Agreed with Sunny. Section 314 is not applicable for remuneration to the independent Director.

Remuneration to non executive directors are governed by section 309(4) of the Companies Act, 1956 which is reproduced as below:

A director who is neither in the whole time employment of the Company nor a managing director may be paid remuneration either

a) By way of monthly, quarterly or annual payment with the approval of the central government or

b) By way of commission if the company by special resolution authorizes such payment

Provided that the remuneration paid to such director, or where there is more than one such director, to all of them together, shall not exceed

i. 1% of the net profits of the company, if the company has a managing director or WTD or manager

ii. 3% of the net profits of the company in any other cases

Provided further that the company in general meeting may, with the approval of the central government, authorize the payment of such remuneration at a rate exceeding 1% or 3% of its net profits.