Tax Consultant
790 Points
Posted on 01 June 2026
Director salary in a private limited company works through a structured process:
Step 1: Authorise the salary
Pass a Board Resolution authorizing the director to draw a salary. The Articles of Association typically allow this but the resolution creates the formal record. No government approval needed for executive directors (only for non-executive directors above prescribed limits under Section 197).
Step 2: TDS on salary
The company must deduct TDS under Section 192 on the director salary, computed on the estimated annual salary after the director submits Form 12BB (investment declaration). Deposit TDS by the 7th of the following month and file quarterly TDS returns in Form 24Q.
Step 3: Reinvesting into the company
Two clean ways to put money back:
- Unsecured loan from director: Simple. Pass a board resolution, maintain a written loan agreement, ensure the director receives the money personally first. The company shows it as borrowings in the balance sheet. No RBI approval needed if the director is also a shareholder.
- Increase in paid-up share capital: Issue new shares to yourself at face value or a premium via board and shareholder resolution, and file PAS-3 with MCA within 15 days.
One thing to avoid: routing money back via personal credit card payments on behalf of the company without documentation. That creates reconstruction risk during scrutiny.
This [ROC annual compliance guide](https://taxgarden.in/blog/roc-annual-compliance-private-limited-company-india) explains the ongoing filing obligations that come with running a Pvt Ltd, including board meeting requirements and the forms that relate to share allotment and director transactions.