Draft Special Resolution for Payment of Managerial Remuneration In Excess of Limits Prescribed u/s 197

Special-Resolution-Payment-Managerial-Remuneration-In-Excess-of-Limits-Prescribed-u/s-197



As per the provisions of Section 197(1) of the Companies Act, 2013 the total managerial remuneration payable by a public company, to its directors, including managing director and whole-time director, and its manager in respect of any financial year shall not exceed eleven percent of the net profits of that company for that financial year computed in the manner laid down in section 198 except that the remuneration of the directors shall not be deducted from the gross profits, Provided that the company in general meeting may, with the approval of the Central Government, authorise the payment of remuneration exceeding eleven per cent. of the net profits of the company, subject to the provisions of Schedule V:

Draft Special Resolution for Payment of Managerial Remuneration In Excess of Limits Prescribed u/s 197

RESOLVED THAT pursuant to the provisions of Sections 197 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with Schedule V to the Act and the Rules made thereunder, including any statutory modification thereof, or any other law and subject to the approval of Central Government, the  approval of Members of the Company be and is hereby accorded to waive the recovery of the amount paid as managerial remuneration for the period of ……….. to Shri ……….., Managing Director of the Company, in excess of remuneration limits prescribed in Section 197 read with Schedule V of the Companies Act, 2013 as set out in the Explanatory Statement attached hereto and forming part of this notice.”

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to undertake all such acts, deeds, matters and things to finalise and execute all such deeds, documents and writings as may be deemed necessary, proper, desirable and expedient in its absolute discretion, to enable this resolution, and to settle any question, difficulty or doubt that may arise in this regard.”
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