Crown Limited during the course of statutory audit, found that Dinesh, their whole time director whose managerial remuneration was approved at ₹ 100 lakh per annum has drawn remuneration amounting to ₹ 125 lakh during th

Section 197(9) and (10) of the Companies Act, 2013, provides that where any director has received remuneration in excess of the limit prescribed under this section, he shall refund such sums to the company within two years or such lesser period as may be allowed by the company. The company cannot waive the recovery of any such sum refundable unless approved by the company by special resolution within two years from the date the sum becomes refundable. Further where the company has defaulted in payment of dues to any bank or public financial institution or non-convertible debenture holders or any other secured creditor, the prior approval of such bank or financial institution or the debenture holder or the secured creditor as the case may be, shall be obtained by the company before obtaining the company approval in the general meeting. Therefore, the Crown Ltd. has to take an approval from the lender to whom the loan instalments are due and thereafter also obtain the approval of the company in general meeting for such waiver.