In what way does the Companies Act, 2013 regulate the payment to a director towards compensation for loss of his office? State the circumstances in which the company is not bound to pay any compensation to a director for

CS Professional · Advanced Company Law and Practice · PYQS · December 2017
In what way does the Companies Act, 2013 regulate the payment to a director towards compensation for loss of his office? State the circumstances in which the company is not bound to pay any compensation to a director for loss of his office.

Answer & Explanation:

A company may make payment to a Managing Director or a 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 in accordance with the Section 202 of the Companies Act, 2013 other than the following circumstances:- Where the director resigns from his office as a result of the reconstruction of the company, or of its amalgamation and is appointed at such position of the reconstructed company or resulting company; Where the director resigns from his office; Where the office of the director is vacated under Section 167(1); Where the company is being wound up, provided the winding up was due to the negligence or default of the director; 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 Where the director has instigated, or has taken part directly or indirectly in bringing about, the termination of his office. Any payment made to a managing or whole-time director or manager in this case 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.

Topics: Board of Directors

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