XYZ Ltd wants to pay sitting fees to its women directors, less than the sitting fees payable to other directors of the Company. And want to appoint X as its Managing Director of the company for a term exceeding five year

As per Rule 4 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 a company may pay a sitting fees to a director for attending meetings of the Board or committees thereof, such sum as may be decided by the Board of directors thereof which shall not exceed one lakh rupees per meeting of the Board or committee thereof. However, for Independent Directors and Women Directors, the sitting fees shall not be less than the sitting fee payable to other directors. So, XYZ Ltd. cannot pay sitting fees to its women directors less than the sitting fees payable to other directors of the company. As per Section 196 of the Companies Act, 2013 a company shall not appoint or re-appoint any person as its managing director for a term exceeding five years at a time. So, Mr. X cannot be appointed as Managing Director of the company for a term exceeding five years at a time.