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Increase in Remuneration of WTD

Love Kumar (COMPANY SECRETARY) (101 Points)

09 February 2011

Hello friends..

Please clarify the issue.

A listed company appointed WTD in July, 2007 by passsing BOard Resolution on remuneration of Rs. 50000/-. In AGM held on 10.09.2007 members approval was taken with authority to Board of Diretors to vary the terms and conditions of his appointment as agreed by him so as not to exceed limits specified in Schedule XIII.

After that the company increased his remuneration 2 times by passing board resolution and filing Form 23.

My query is whether filing of Form 23 is sufficient and only Board reolution is sufficient or shareholders resolution is required for such increase.

Thanks & Regards

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2 Replies

Jayashree S Iyer (Company Secretary) (3224 Points)
Replied 10 February 2011

As per Part III of Schedule XIII, the appoinment and remuneration needs to be approved by a resolution of the shareholders in general meeting.

So in my opinion, the remuneration as and when revised / enhanced needs to be approved by the shareholders.

Other experts, please give your views too.

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CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 10 February 2011

Agree with the view of Ms. Jayashree.

At the time of every change in terms of payment, it require consent of shareholders by way of Ordinary Resolution or Special Resolution (Where specifically given + form 23).