Resolution U/S 314 to be Passed by Holding or Subsidiary????

Originally posted by : Mayuri Lal
	Dear Members, There are few transactions where the two Directors of the Holding Company are also the Directors of the Subsidiary Co. are getting paid from the Subsidiaries and thus falling u/s section 314.   My question is that this resolution u/s 314 will be passed by the Holding Company also.??????????   Regards, Mayuri Lal

 Hi Mayuri

In my view, it all depends on directors holding directorship in what capacity in both companies.

If ED in both companies, then section 314 will attract and the remunerration needs to be returned.

If ED in one and NED in other then 314 will not attract.

As  on capturing resolution, yes resolution needs to be in both companies, if not then the validity of the

activity will be in question.

Other views solcited

regards

Santosh Shah

THANKS FOR REPLYING..

But in my case the Director is NED in Holding as well as Subsidiaryy

and we will be paying sitting fees from subsidiary.

so resolution u/s 314 will be passed by Subsidiary Company rite??/

and if yes then the resolution need to be passd from holding Company as well????