Can this clause be inserted in aoa??

Dear Friends,

 

Pls let me know whether the following clause can be inserted in the AOA of a Private Limited Company?

 

"Notwithstanding Article 39 or any other relevant Article or Articles, any Director or Directors, who are desirous of bring in working capital for the execution specific projects, such Director or Directors shall, in addition to the dividend declared against their shareholdings and or any other remuneration normally eligible as other Director or Directors, be entitled to payment of interest at the applicable rates for such working capitals and share in the profit earned by  such project(s) funded a mutually agreed ratio in proportion to the quantum of working capital brought in, in accordance with the a Memorandum of Understanding signed by and between such Director or Directors and the Board."

 

Will it violate the Companies Act, 1956??

Replies (2)

I dont think this violates companies act.

Infact, normally directors give loan to their companies in individual capacity on which they are paid interest. And also you can pay them the percentage of profits as bonus/commission. This is normal routine work that most of the companies follow.

I dont think there is any issue.

Thanks for your help Shridhi Jain..:):)

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