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Board Resolution

Board Resolution for Fixing Director Remuneration

A board resolution fixing or revising the remuneration payable to a director of the Company.

CERTIFIED TRUE COPY OF THE RESOLUTION

passed at the meeting of the Board of Directors of [Company Name] held on [Meeting Date]

RESOLVED THAT pursuant to Section 197 read with Schedule V of the Companies Act, 2013, the remuneration payable to Mr./Ms. [Appointee Name] (DIN [DIN]), Managing/Whole-Time Director, be and is hereby fixed/revised to [Amount] per annum with effect from [Effective Date], comprising salary, perquisites and allowances as detailed by the Board, subject to the approval of the members.

FURTHER RESOLVED THAT any Director or the Company Secretary be and is hereby authorised to file the requisite forms with the Registrar of Companies and to do all acts necessary to give effect to this resolution.

Certified to be a true copy of the resolution duly passed by the Board of Directors.

___
[Authorised Signatory]
Director / Company Secretary
[Company Name]

Before you use it — fill in / check

  • Company name
  • Person/appointee
  • Effective date
  • Meeting date

How to use this template

  1. Read through and replace every [bracketed] or blank placeholder with your actual details.
  2. Delete any clause that doesn't apply and add anything specific to your situation.
  3. Click Print / Save as PDF to download, or Copy text to paste into your letterhead.
  4. Get it signed / stamped / notarised as required, and keep a copy for your records.

This is a general, editable template for convenience only — not legal advice. For anything material, have a professional review it. TaxClue isn't liable for how it's used.