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Remuneration Committee

JAYAKUMAR (MANAGEMENT TRAINEE) (57 Points)

16 March 2010

Hi Friends,,,

Under the provisions of Part II of Sechdule XIII to the Companies Act 1956, for Remuneration payable by companies having no profits or inadequate profits, the payment of remuneration should be approved by the remuneration committee.

my question is on the procedure to constitute a remuneration committee.

kindly give me a detailed procedure.

Thanks much.

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4 Replies

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 16 March 2010

No special Procedure is required:

Simply pass a board resolution to constitute the remuneration committee. In the same meeting define the terms of reference (powers and duties) of the committee. Also mention the name of committee members in the board resolution.

That's it.

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Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 16 March 2010

Find below sample resolution. Modify it accordingly.

CONSTITUTION OF REMUNERATION COMMITTEE

“RESOLVED THAT a committee of the Board of Directors consisting of Ms. Swati Jain, Managing Director, Mr. Raj Sinha, Director and Mr. Anurup Mishra, Director, be and is hereby constituted to be called Remuneration Committee to take all appropriate/necessary steps, decisions required in connection with managerial remuneration and to delegate all or any of the power hereby conferred to and to settle any question, matter or doubt that may arise in relation thereto in order to give effect to the foregoing resolution or otherwise considered necessary by the aforesaid committee to be in the best Interest of the Company and to do for and on behalf of the Board all acts, deeds and things which may be necessary for effective implementation of the foregoing resolutions.

“RESOLVED FURTHER THAT the terms of reference of the Remuneration Committee be and are hereby defined such that its roles, responsibilities and powers shall include the following:

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RESOLVED FURTHER THAT the powers so conferred above by way of terms of reference through this resolution shall remain intact unless and until modified or altered or amended further by way of a resolution passed by the Board of Directors of the Company.”