(a) The Board of Directors of Creative Pest Control Ltd. resolved to pay sitting fees per meeting, as follows to its members: Director Position Amount in ₹ Avik Executive 70,000 Bulbul Non-executive non-independent 50,00

(a) Rule 4 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 read with section 197(5) of the Companies Act, 2013 provides that a company may pay a sitting fee to a director for attending meetings of the board or committees thereof such sum as may be decided by the board of directors thereof which shall not exceed ₹1 lakh rupees per meeting. For independent directors and women directors, the sitting fee shall not be less than the sitting fee payable to other directors. Applying the above provision in the case given, payment of ₹110,000 to woman director Dipika is not in order. The maximum permissible sitting fee per meeting, as per the rules, is ₹100,000. Therefore, this payment exceeds the statutory limit. Also sitting fees to independent director Chirag ₹60,000 is less than that of Executive director Avik ₹70,000 This is in direct contravention of the legal provision that mandates the sitting fee for independent directors (and women directors) to be no less than that payable to other directors. Hence, the resolution is invalid. (b) As per section 197(9) of the Companies Act, 2013, if any director draws or receives, directly or indirectly, by way of remuneration any such sums in excess of the limit prescribed by this section or without approval required under this section, he shall refund such sums to the company, within two years or such lesser period as may be allowed by the company, and until such sum is refunded, hold it in trust for the company. Therefore, advice of the company to the director to refund in five months is permissible. The objection by director is invalid.