Board resolution, sitting fees and reimbursement for a non-resident director

Certified true copy of the resolution passed at the meeting of the Board of Directors of [Name of the company] held on [Date of the board meeting]

SITTING FEES AND REIMBURSEMENT OF EXPENSES — NON-RESIDENT DIRECTOR(S)

"RESOLVED THAT pursuant to section 197(5) of the Companies Act, 2013, Rule 4 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 [delete the references to section 197 and Rule 4 for a private company] and Article [Article authorising sitting fees] of the Articles of Association, the non-executive directors of the Company, including [Non-resident director's name] (DIN [Non-resident director's DIN]), a person resident outside India, be paid, with effect from [Date from which sitting fees are payable], sitting fees as follows, for each meeting attended in person or through video conferencing or other audio-visual means: