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Sitting fee to Independent Director

pradeep (Student CA Final )     27 April 2019

Student CA Final  
 23 points

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can IDs be paid higher sitting fee than Women director and other director.
For example
Max Limit as AOA: 40,000
offered to ID :50,000
offered to women Director:30,000.
whereas maximum limit as per sec 197(5) read with rules is Rs.1 lakh.
Is this higher sitting to IDs is valid in law?


Jatin Bajaj (CS)     29 April 2019

Jatin Bajaj
 220 likes  2754 points

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If there is restriction in the articles of association regarding the payment of sitting fees and if the Company wishes to pay the higher amount then the amount mentioned in the articles, then the Company has to amend the articles by passing the Special resolution. And subject to section 197(5), read with the relevant rules, the independent director or woman director shall not be given the sitting  less than the other directors but there is no cap on upper limit. Company may pay the sitting fees higher to independent director or woman director then the other director but sitting fees payable to a single director shall not exceed one lakh rupees

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