Guru Ltd. is a listed company. The articles of association have fixed payment of sitting fees for each meeting of directors at ₹30,000. The company wants to increase the sitting fee to ₹50,000 per meeting. You are requir

CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · June 2016
Guru Ltd. is a listed company. The articles of association have fixed payment of sitting fees for each meeting of directors at ₹30,000. The company wants to increase the sitting fee to ₹50,000 per meeting. You are required to advise the company as per the requirements of the Companies Act, 2013.

Answer & Explanation:

Section 197 (5) of the Companies Act, 2013 provides that, a director may receive remuneration by way of fee for attending meetings of the Board or Committee thereof or for any other purpose whatsoever as may be decided by the Board. Provided that the amount of such fees shall not exceed the amount 'as prescribed'. The rules prescribed that the sum of sitting fee payable to a director for attending meeting of the board or committee may be decided by Board of directors which shall not exceed ₹100,000 per meeting of the Board or committee thereof. Further, for independent directors and women directors, the sitting fee shall not be less than sitting fee payable to other directors. So in the given case of Guru Ltd., the fee payable to a director can be increased to ₹50,000 per meeting by a board resolution.

Topics: Corporate Governance

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