Managerial remuneration

Special resolution is required to be passed for payment of remuneration not exceeding 3 years in cases of no profit or inadequate profit in cases covered in clauses (B) & (C) of para 1 of Section II, Part II of Schedule-XIII.  In case such special resolution is not passed, conditions of Sch.XIII are not fulfilled and hence approval of CG will be required u/s 269(2).  In case of default, court can pass order u/s 269(9) and penalty given in Sec.269(10) will be attracted.