Board resolution format for revising remuneration of a managing or whole-time director under Sections 196 to 198 and Schedule V, subject to members' approval.
“RESOLVED THAT pursuant to the provisions of Sections 196, 197 and 198 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder, the Articles of Association of the Company and the recommendation of the Nomination and Remuneration Committee [where constituted], and subject to the approval of the members of the Company, consent of the Board be and is hereby accorded to revise the remuneration of Mr./Ms. [●], [Managing Director / Whole-time Director] (DIN: [●]), with effect from [●] for the remainder of his/her tenure ending on [●], to an amount not exceeding ₹[●] (Rupees [●] only) per annum, on the terms set out in the draft supplemental agreement placed before the meeting, all other terms of the appointment remaining unchanged.
RESOLVED FURTHER THAT where in any financial year during the said tenure the Company has no profits or its profits are inadequate, the revised remuneration shall be paid as minimum remuneration for a period not exceeding three years in accordance with Section 197(3) of the said Act and Section II of Part II of Schedule V to the said Act, and the revision be placed before the members at the next general meeting for approval by [an Ordinary / a Special] Resolution.
RESOLVED FURTHER THAT any Director (other than the Director concerned) and/or the Company Secretary of the Company be and is hereby severally authorised to execute the supplemental agreement, file e-Form MGT-14 with the Registrar of Companies where required and do all such acts, deeds and things as may be necessary for giving effect to this resolution.”
No rules under this Section yet.