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Director remuneration

MILIND GUMASTE (AM) (108 Points)

16 October 2014

Dear Friends

A Private Limited Company wish to pass a Board Resolution for revision in Managing Director Remuneration

Is it mandatory to mention details of remuneration in the resolution ?

Pl opine with supportings asap

Thanks a lot

Milind

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5 Replies

CS Mitesh Mehta (Company Secretary) (17139 Points)
Replied 16 October 2014

Yes.

The appointment of a managing director or whole-time director or manager and the terms and conditions of such appointment and remuneration payable thereon must be first approved by the Board of directors at a meeting and then by an ordinary resolution passed at a general meeting of the company.
A notice convening Board or general meeting for considering such appointment shall include the terms and conditions of such appointment, remuneration payable and such other matters including interest, of a director or directors in such appointments, if any.

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MILIND GUMASTE (AM) (108 Points)
Replied 16 October 2014

Originally posted by : CS Mitesh Mehta

Dear Miteshji

Here this Pvt ltd Co. wish to REVISE remuneration by passing resolution in a board meeting without mention of any details of remuneration.

Is it OK, if yes any supportings pl.

Milind

Yes.

The appointment of a managing director or whole-time director or manager and the terms and conditions of such appointment and remuneration payable thereon must be first approved by the Board of directors at a meeting and then by an ordinary resolution passed at a general meeting of the company.
A notice convening Board or general meeting for considering such appointment shall include the terms and conditions of such appointment, remuneration payable and such other matters including interest, of a director or directors in such appointments, if any.

Vandana J Doshi (Practising Company Secretary) (12562 Points)
Replied 16 October 2014

Yes it is...check sec 196(4) of CA 2013 for the same.

CS Mitesh Mehta (Company Secretary) (17139 Points)
Replied 16 October 2014

Even in case of private company you have to disclose the remuneration in resolution.

MILIND GUMASTE (AM) (108 Points)
Replied 16 October 2014

Thanks Vandana and Mitessh

In this case Pvt ltd. Company wish to pass following Resolution

"Resolved that remuneration of Mr. _(MD)___ is hereby revised as per the terms and conditions mentioned in the proposal/agreement made between Mr. _(MD)___ and the Company the copy of which was placed before the Board for discussion. "

Can this company go ahead with such resoln

Milind