Special resolution format for minimum remuneration to a managing or whole-time director in years of inadequate profits under Section 197(3) and Schedule V.
To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 196, 197 and 198 read with Section II of Part II of Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder, on the recommendation of the Nomination and Remuneration Committee [where constituted] and the approval of the Board [and with the prior approval of [●] obtained on [●]], the consent of the members be and is hereby accorded for payment to Mr./Ms. [●], [Managing Director / Whole-time Director] (DIN: [●]), of the remuneration set out in the explanatory statement, not exceeding ₹[●] (Rupees [●] only) per annum, as minimum remuneration in any financial year during the period from [●] to [●] (being a period not exceeding three years) in which the Company has no profits or its profits are inadequate, notwithstanding that such remuneration exceeds the limits specified in item (A) of Section II of Part II of Schedule V to the said Act.
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to file e-Form MGT-14 with the Registrar of Companies and to do all such acts, deeds and things as may be necessary for giving effect to this resolution.”
No rules under this Section yet.