Hi,
Pls let me know the procedure for increasing the remuneration of existing MD of Public company....& if possible...pls provide the format of resolution with explanatory statement....
Thnxs in advacne...
15 Replies
Ankur Garg
(Company Secretary and Compliance Officer)
(114783 Points)
Replied 10 May 2010
For public company or a private company???
KOMAL
(Executive)
(37 Points)
Replied 10 May 2010
| Originally posted by : Ankur Garg | ||
 |
For public company or a private company??? |
 |
public.....modified my question...
Ankur Garg
(Company Secretary and Compliance Officer)
(114783 Points)
Replied 10 May 2010
If your company is a loss making company or a company with inadequate profit then you must be following schedule XIII. So First pass a resolution of remuneration committee followed by a board resolution. If you want to pay remuneration as per table B of schedule XIII than pass general meting resolution (SR) also.
If you want to pay remuneration as per table C of schedule XIII than along with above 3 resolutions you have to apply for CG approval also.
You are requested to give a reading to section 310, 302, 192.
Form 23 and 61(CG/ROC approval) required to be filed.
KOMAL
(Executive)
(37 Points)
Replied 10 May 2010
Pls provide me the format for all 3 resolutions....
Kindly do the needful..
Ankur Garg
(Company Secretary and Compliance Officer)
(114783 Points)
Replied 10 May 2010
REMUNERATION COMMITTEE RECOMMENDATION FOR REVISION OF REMUNERATION PAYABLE TO MANAGING DIRECTOR
“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 remuneration payable to Mr. Dashrath Maheshwari, Chairman cum Managing Director of the Company with effect from April 1, 2010 on the salary, allowance and perquisites as under:
Ø Details of remuneration are:
Salary Rs. _______ per annum
Salary mentioned above includes perquisites payable to Mr. Dashrath Maheshwari but in any case the total managerial remuneration shall not exceed the maximum limit prescribed under the Companies Act. 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.
· 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. Dashrath Maheshwari, Chairman cum 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 above resolution may be forwarded to the Board of Directors for its approval and Company Secretary 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.”
BOARD MEETING RESOLUTION
The Secretary placed before the Board report of Remuneration Committee constituted by the Board recommending increase in remuneration payable to Mr. Dashrath Maheshwari, Chairman cum Managing Director.
The Board discussed the various aspects to the report of the Committee and analysed the amount of Salary and other perquisites forming part of remuneration payable to Mr. Dashrath Maheshwari, Chairman cum Managing Director.
The Board approved the recommendation of the Remuneration Committee and agreed to seek approval of the members in the ensuing Annual General Meeting on the same terms, conditions and remuneration as approved by the Board, and hence the following resolution was passed unanimously:
“RESOLVED THAT the recommendation and approval of managerial remuneration to be paid to Mr. Dashrath Maheshwari, Chairperson cum Managing Director, by the Remuneration Committee be and is hereby approved and adopted and forwarded for the approval of shareholders in the Annual General Meeting of the Company as per the notice of Annual General Meeting.
RESOLVED FURTHER THAT the Director or the Secretary of the Company be and is hereby authorised to make necessary application to the Registrar of Companies and Central Government and filing of any statutory forms or other related documents for seeking desired approvals for the payment remuneration and to do all such act and things as may be necessary in this regard.”
GENERAL MEETING RESOLUTION
“RESOLVED THAT pursuant to the provisions of section 198, 269, 302, 309, 310 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 subject to the approval of such other authorities including Central Government, as may be required, the consent of the company be and is hereby accorded to the re-appointment of Mr. Dashrath Maheshwari, as Managing Director of the Company for a period of five years with effect from April 01, 2010 on the existing terms and conditions.
RESOLVED FURTHER THAT the consent of the company to the remuneration and perquisite payable to Mr. Dashrath Maheshwari, Chairman cum Managing Director be and is hereby accorded with effect from April 1, 2010, as recommended by the Remuneration Committee of the Board of Directors and as approved by Board of Directors and as set out in the Explanatory Statement annexed to the Notice convening this meeting and as further set out in the draft supplementary agreement placed before this meeting, which supplementary agreement is hereby specifically sanctioned with liberty to the Board of Directors to alter and vary the same in such manner as may be agreed to between the Board of Directors and Mr. Dashrath Maheshwari, Chairman cum Managing Director.”
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 in its absolute discretion it may consider necessary, expedient or desirable and to settle any question or doubt that may arise in relation thereto and the Board shall have absolute power to decide breakup of the remuneration within the above said maximum permissible limit and in order to give effect to the forgoing resolution, or as may be otherwise considered by it to be in the best interest of the Company.”
Ankur Garg
(Company Secretary and Compliance Officer)
(114783 Points)
Replied 13 May 2010
Most Welcome !!!
jaya
(article)
(26 Points)
Replied 23 June 2010
sir can u pls provide me the same resolution for the private company
CA. Prabudh Sharma
(CA)
(83 Points)
Replied 28 June 2010
Shall we need to re-file Form 25C in this regard (revision of remuneration).
Kalpesh Chauhan,
(Tax Assistant (Accounting Technician CA FINAL CS PROF. PROG. B.Com))
(8311 Points)
Replied 07 July 2010
| Originally posted by : jaya | ||
|
|
yes we need to file form 25C in this regard |
|
CA. Dashrath Maheshwari
(TaXpert)
(15108 Points)
Replied 20 September 2010
Dear Ankur ji,
is it required to pass such a long resolution for change in directors remuneration in a General Meeting.
I think, we can cut short the resolution.
Ankur Garg
(Company Secretary and Compliance Officer)
(114783 Points)
Replied 20 September 2010
Right DM Sir...It may be cut short. But according to me it is not advisable coz very high skill is required to deal/play with these kind of resolutions. Reason being all the clauses are relevant though look useless. They are useful where any contradiction arise.
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