Hi,
Please advise, if any public company appoint WTD for three year by special resolution and also approved excess remuneration and pass the below resolution in general meeting:
RESOLVED THAT, pursuant to the provisions of Sections 152, 196, 197 and 203 and other applicable provisions of the Companies Act, 2013 and the rules made there under, read with Schedule V of the Companies Act, 2013, (including any statutory modification(s) or re-enactment thereof) for the time being in force, Member of the company be and is hereby accorded their consent to the appointment of Mr…………………….. as Whole-time Director of the Company for a period of Five years w.e.f. ……………… on remunerations and other terms and conditions, as detailed below:
A. Remuneration of Rs. 15,00,000/- per month
B. Perquisites and Allowances:………………
SITTING FEE: The Whole-time Director shall not be paid any sitting fee for attending meetings of the Board of Directors or any Committee(s) thereof.
RESOLVED FURTHER THAT in the event of absence or inadequacy of profits in any year comprised in the period of appointment, the above remuneration will be deemed to be minimum remuneration. However, such minimum remuneration shall not exceed the limits prescribed under schedule V of the Companies Act, 2013 and the rules made there under or any statutory modifications or reenactment thereof.
RESOLVED FURTHER THAT the Board be and is hereby authorized to take all such steps as may be necessary, proper or expedient to give effect to this resolution.”
Please suggest, there is any need to pass resolution for current year also for excess remuneration.