Compensation for loss of office of managing or whole-time director or manager

(1) A company may make payment to a managing or whole-time director or manager, but not to any other director, by way of compensation for loss of office, or as consideration for retirement from office or in connection with such loss or retirement.

(2) No payment shall be made under sub-section (1) in the following cases, namely:—

(a)   where the director resigns from his office as a result of the reconstruction of the company, or of its amalgamation with any other body corporate or bodies corporate, and is appointed as the managing or whole-time director, manager or other officer of the reconstructed company or of the body corporate resulting from the amalgamation;
(b)   where the director resigns from his office otherwise than on the reconstruction of the company or its amalgamation as aforesaid;
(c)   where the office of the director is vacated under sub-section (1) of ;
(d)   where the company is being wound up, whether by an order of the Tribunal or voluntarily, provided the winding up was due to the negligence or default of the director;
(e)   where the director has been guilty of fraud or breach of trust in relation to, or of gross negligence in or gross mismanagement of, the conduct of the affairs of the company or any subsidiary company or holding company thereof; and
(f)   where the director has instigated, or has taken part directly or indirectly in bringing about, the termination of his office.

(3) Any payment made to a managing or whole-time director or manager in pursuance of sub-section (1) shall not exceed the remuneration which he would have earned if he had been in office for the remainder of his term or for three years, whichever is shorter, calculated on the basis of the average remuneration actually earned by him during a period of three years immediately preceding the date on which he ceased to hold office, or where he held the office for a lesser period than three years, during such period:

Provided that no such payment shall be made to the director in the event of the commencement of the winding up of the company, whether before or at any time within twelve months after, the date on which he ceased to hold office, if the assets of the company on the winding up, after deducting the expenses thereof, are not sufficient to repay to the shareholders the share capital, including the premiums, if any, contributed by them.

(4) Nothing in this section shall be deemed to prohibit the payment to a managing or whole-time director, or manager, of any remuneration for services rendered by him to the company in any other capacity.

 
 
What We Do

Our Services

Direct Taxes

All areas of taxation : Personal Tax, Corporate Tax. | Suggesting legal structure of business entities. | Transactional advisory - optimal deal structure | T

Indirect Taxes

Advising client on establishment of indirect tax management system, in all areas i.e. GST Audit, Customs, Foreign Trade P

Auditing and Assurance Service

We are blessed with team of qualified chartered accountants highly efficient in auditing and assurance services. Our wide range of services are aimed for financial sta

Accounting Services

We offer highly efficient accounting services which are provided by us for our local, national and international clients. We also offer design, implementation and revi

Societies and Trust Consultanc

We are engaged in providing societies and trust consultancy to our clients. Our wide range of services include formation, registration U/s

Company Law Matters Consultanc

Every company according to the India law need to register with the registrar of companies and it is also necessary with documents for vari

CONSULTATION

Client Login

CONSULTATION

ASK A QUERY

verification image, type it in the box Refresh Captcha