Board resolution format for a related party's office or place of profit under Section 188(1)(f) and Rule 15, with Audit Committee approval and ₹2.5 lakh test.
“RESOLVED THAT pursuant to the provisions of Section 188(1)(f) and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 and the Articles of Association of the Company, [and on the approval of the Audit Committee,] consent of the Board be and is hereby accorded to the appointment of Mr./Ms. [●], [relationship] of Mr./Ms. [●], Director of the Company (DIN: [●]), being a related party of the Company, to the office or place of profit of [Designation] in [the Company / [●], a subsidiary / associate company of the Company] with effect from [●], at a monthly remuneration of ₹[●] (Rupees [●] only), on the terms placed before the meeting.
RESOLVED FURTHER THAT [as the monthly remuneration exceeds ₹2,50,000 (Rupees two lakh fifty thousand only), the appointment shall take effect only upon the prior approval of the members by an Ordinary Resolution, which the Board hereby recommends / as the monthly remuneration does not exceed ₹2,50,000 (Rupees two lakh fifty thousand only), the approval of the members is not required under Rule 15(3)(b) of the said Rules].
RESOLVED FURTHER THAT any Director (other than an interested Director) and/or the Company Secretary of the Company be and is hereby severally authorised to issue the letter of appointment, enter the particulars in the register of contracts or arrangements maintained under Section 189 of the said Act and do all such acts, deeds and things as may be necessary for giving effect to this resolution.”