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Whole Time Director

Kanika Gupta (C.S Trainee) (100 Points)

24 March 2011

If a Whole Time Director of a public company waives off his remuneration for a particular year or for his entire tenure, does any intimation is required to be given to ROC or does the matter needs to be considered in the Board meeting ?

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9 Replies

Shridhi Jain (Company Secretary) (1678 Points)
Replied 24 March 2011

I dont think any intimation to the ROC is required....

But a Board Resolution is required for considering the matter and passing a resolution to that regard and also mention this fact in Board Report...

I think nothing more is needed to be done...

But yes...... if there is any motive behind waiving off the salary, then the situation may differ.

Expert views needed.

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SANTOSH SHAH (Company Secretary) (754 Points)
Replied 24 March 2011

Originally posted by : Kanika Gupta
	If a Whole Time Director of a public company waives off his remuneration for a particular year or for his entire tenure, does any intimation is required to be given to ROC or does the matter needs to be considered in the Board meeting ?

Hi Kanika

In my opinion,

you need to hold board meeting and pass the required resolution.

And also to file Form 25A with ROC for complete waiver of WTD Remuneration

as its Public Company.

Form 25A does not talk about complete waiver, but if you notice the form

is for filing for waiving of excess amount to WTD or MD.

If for partial amount of waiver we are intimating to ROC, then why not for

full amount of waiver of WTD Remuneration??.

So Form 25A with Board Resolution and Letter to ROC of full amount waiver

would be required as per my view.

Also motive behind waive off stated by Shridhi too matters.

Experts view appreciated

regards

Santosh Shah

Shridhi Jain (Company Secretary) (1678 Points)
Replied 24 March 2011

I think for public limited co., Interest of the shareholder matters most. And thats the major reason why compliance in pub. co. are more than in pvt. co.

Waiving of remuneration by WTD does not affect interest of shareholder..... and on this matter non of the shareholders would be against it..... thats y my opinion is that informing ROC is not compursory...

Expert comment pls.......

Kanika Gupta (C.S Trainee) (100 Points)
Replied 24 March 2011

If the whole Time Director decides not to take any remuneration from the company . Would would be the effect of the same?

Jayashree S Iyer (Company Secretary) (3224 Points)
Replied 24 March 2011

No intimation is required. Board / General Meeting Resolution would be required for appointment of WTD wherein a mention about waiver of remuneration may be made, though not required. Form 25A is applicable for Waiver of excess remuneration paid. Waiver here would mean any amount paid in excess of the limits specified in Schedule XIII may be waived off from recovery from the director concerned.

Other expert views are solicited.

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Kanika Gupta (C.S Trainee) (100 Points)
Replied 24 March 2011

If he is waiving his remuneration to which he is duly entitled under companies act,1956, and as per resolution of appointment then what would be the effect?

Shridhi Jain (Company Secretary) (1678 Points)
Replied 24 March 2011

Dear Kanika,

No need do any extra activity for waiving off the salary of director.

Just appoint him in EGM with all the terms n conditions related to his appointment ( including waiving off his salary)

Do the required filings and procedure for his appointment only. Waiving off his salary is part of his employment's term n condition. No extra filing/intimation is needed.

Jayashree S Iyer (Company Secretary) (3224 Points)
Replied 25 March 2011

Yes, simply file Form 25C for appointment of Whole Time Director attaching Board / EGM resolutions.

Sudhir Garg (Service) (236 Points)
Replied 25 March 2011

Agree, No form is required to be filed. Just mention about his waiving off the remuneration in its appointment resolution. If already appointed WTD waives off the remuneration, then noting of the this fact or BR if required may be passed.

Regards- Sudhir