Director remuneration

Directors remuneration need not be specified in the AOA.

In the AGM of the company held every year, the remuneration of the director is required to be fixed by passing an ordinary resolution in the AGM with the approval of the shareholders.

First alter your articles and specify the way by which remuneration may be paid, whether on the strength of BM, or General Meeting (Ordinary resolution OR Special Resolution) or Board meeting subject to the approval of Shareholders. First you have to alter ur AOA and then pay remuneration.

Neha Ji,

1. I would like to know that if aoa cant be altered then in minutes book can we show that director remuneration has been paid in egm and by special resolution .........

2. i wanted to know that if a director is getting salary in 2008 and then he has resigned in nov 2008 then do  resolution under section 314 and 314(1B) both will have to passed and egm be conducted for above resolutiuons in 2008.

1. If AOA can not be altered practically then hold a board meeting and pay remuneration. If u will pass SR in EOGM then you are required to file form 23 with ROC which certainly will require additional fees of 9 times since delay is attributable to more than 1 year. I will lead to additional exp on the company by holding EOGM. 2. Since director has been appt and resigned in 2008 now in back date do not pass any resolution since u have to again file form 23. I have assumed here that ur company is private limited, position for public co will be different.

Yes, The company is a Pvt. Ltd. Co. but the director who has resigned is continously getting salary even after his resignation as he is related to one of the director. So in that case what can be done.

Then section 314 (1B) will be applicable. Pass SR if remuneration is more than 2.50 Lacs per month to relative of director.

IF salary is less than 2.50 Lacs p.m. then OR will be passed in EGM from which date..... Coz his remuneration is increasing since 2008. so Should we ignore his salary at the time he was director and pass resolution after his resignation as relative of director.

If remuneration is more than 2.50 Lacs then pass SR and take CG approval u/s 314 (1B) If remuneration is more than 50000 per month then pass SR only under section 314 (1) In your case SR will be passed. Thanks.

Thanks for ur reply.............