Appt of md in public co (sch xiii)


(Guest)

Hi,

 

We are appointing 2 Managing Director in a public company in Jan 2012 in Board meeting suject to approval of shareholders in GM (proposed to be held in Feb. 2012) as per the provisions of Schedule XIII.

 

My doubt is :

 

In case profits are not adequate for F.Y. 2011-2012, and consequently remumeration payable to both MD exceeds 10% of net profit of company as per section 198. Then do we require to again pass ordinary resolution in general meeting or we can pay remuneration exceeding 10% on the strength of this point in our board resolution :

 

Minimum Remuneration:

 

In the event of absence or inadequacy of profits in any financial year, the remuneration payable to Managing Director shall be Rs. 2,00,000/- per month or such higher amount as may be permitted under the Companies Act, 1956 but not exceeding the ceiling as specified under Section II of Part II of Schedule XIII to the Companies Act, 1956, as amended for the time being in force.

 

Query is urgent and needs your immediate replies!

 

Thanks all in anticipation.