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Geetha Gupta (Director)     12 March 2020

Director's remuneration & rpt

Dear all,

A small company, where all directors are related to each other, has changed several times, the remuneration to the directors, by increasing or decreasing the same, over the past 3 years

All this has been recorded in the board meetings and the directors have paid their income taxes but the same has not been dealt with in the ensuing AGM. What is the remedy?

Thanks in advance




 3 Replies

Real Soul.... (LEGAL)     12 March 2020

If the boad of diirectors approve any decision and are authorised to do so, they may take any decision in  the interest of company. However if any of the board member objects the move he can raise it in the AGM. It is the compnay itself which would take action against any wrongful act of directors. You need to check with bye laws of comapnay.

Geetha Gupta (Director)     12 March 2020


"However if any of the board member objects the move he can raise it in the AGM."

No director objected to the desicions.

Actually, it is about compliances after we recently read this in Guidelines to SS1.

Course of action if all the Directors are interested
No Meeting can be conducted where all or all but one of the Directors are interested and in such a case the proper course of action is to have the matter decided in general meeting by the company.
In the general meeting, the entitlement to vote of the Directors who are also Shareholders should be determined in terms of provisions related to transactions with Related Party under Section 188 of the Act and Secretarial Standard-2 (SS-2).

Raj Kumar Makkad (Adv P & H High Court Chandigarh)     12 March 2020

I endorse the wise advice of expert Geetha Gupta.

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