A template for a shareholder notice, ordinary resolution, and explanatory statement pursuant to Sections 102 and 196/197 of the Companies Act, 2013, used to propose and approve an increase in remuneration for a managerial personnel or director, complete with mandatory secretarial standard disclosures.

ORDINARY RESOLUTION AND EXPLANATORY STATEMENT

APPROVAL FOR INCREASE IN REMUNERATION TO A MANAGERIAL PERSONNEL

Item No. [__]: APPROVAL FOR INCREASE IN PAYMENT OF REMUNERATION TO [NAME OF DIRECTOR] (DIN: [DIN NUMBER]), AS THE [DESIGNATION, e.g., CHAIRMAN AND MANAGING DIRECTOR] OF THE COMPANY FROM [START DATE] TO [END DATE]

To consider and, if thought fit, to pass with or without modification(s), the following Resolution as an ORDINARY RESOLUTION:

“RESOLVED THAT in furtherance to the resolution passed in the [Extra-Ordinary General Meeting / Annual General Meeting] held on [Date] and pursuant to the terms of the provisions of Section 196, 197, 198 and other applicable provisions of the Companies Act, 2013 (“the Act”), read with Schedule V of the Act, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“the Rules”), read with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), including any amendment(s), re-enactment(s) or statutory modification(s) thereof, and the Articles of Association of the Company, and subject to such other requisite approvals, if any, in this regard from the appropriate authorities and pursuant to the recommendation(s) of the Nomination and Remuneration Committee (“NRC”) and the Board of Directors (hereinafter referred to as “Board”, which term shall be deemed to include the Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution) at their respective meetings, consent of the Members of the Company be and is hereby accorded to increase the remuneration to ₹ [Amount] (Rupees [Amount in words] Only) per annum, payable to [Name of Director] (DIN: [DIN Number]) as the [Designation] of the Company, for the period commencing from [Start Date] to [End Date].

RESOLVED FURTHER THAT [Name of Director] shall also be entitled to reimbursement(s) of all expenses incurred by him/her in performance of his/her duties as the [Designation] of the Company and such reimbursement(s) shall not be part of his/her remuneration.

RESOLVED FURTHER THAT on recommendation of the Nomination and Remuneration Committee, the Board of Directors may, subject to the limits as prescribed, alter the remuneration payable to [Name of Director] in such manner as may be agreed to between the company and [Name of Director].

RESOLVED FURTHER THAT the Directors and the Company Secretary of the Company be and are hereby jointly and/or severally authorized to take all such steps, statutory, contractual or otherwise, as may be necessary in relation to the payment of remuneration on behalf of the Company and to do all such acts, deeds, matters and things as may be deemed necessary, proper, expedient and incidental for the purpose of giving effect to the above Resolution and to take necessary actions for and on behalf of the Company.”

Explanatory Statement pursuant to Section 102 of the Companies Act, 2013:

Item No. [__]: Approval for payment of remuneration to [Name of Director] (DIN: [DIN Number]), as the [Designation] of the company from [Start Date] to [End Date]

The Members of the Company at its [Extra-Ordinary General Meeting / Annual General Meeting] held on [Date], approved the proposal for the appointment of [Name of Director] as the [Designation] of the Company for a period of [duration] effective from [Start Date] to [End Date]. The Nomination and Remuneration Committee and the Board of Directors of the Company, in its meeting held on [Date], has proposed an increase in the remuneration of [Name of Director] for the period commencing from [Revised Start Date] to [End Date].

Since the previous members’ approval, the Company has grown [substantially / describe growth], both in terms of [profitability/size/operations]. This progress of the Company has been made possible through the persistent efforts of [Name of Director]. As [Key Managerial Personnel / role description], [he/she] provides strategic leadership by guiding the Company’s long-term vision, identifying new business growth opportunities, and fostering strong relationships with key stakeholders.

Hence, the Company proposes an increment in his/her remuneration with effect from [Date], for the remaining period of his/her tenure, which ends on [End Date]. The remuneration proposed is considered commensurate with the roles and responsibilities undertaken by [Name of Director] as [Designation] of the Company and is in line with industry norms.

[Name of Director] and [names of related Directors/relatives, if any] are interested in the resolution set out at Item No. [__]. Save and except the above, none of the Directors, Key Managerial Personnel of the Company or their relatives are concerned or interested, financially or otherwise, except their shareholding, if any, in the proposed resolution.

The Board recommends the Ordinary Resolution set out at Item No. [__] of the Notice for consideration and approval by the members of the Company.

Additional information in respect of [Name of Director] pursuant to the Secretarial Standard – 2 on General Meetings read with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015:

* Includes Membership/Chairmanship of Audit Committee and Stakeholders’ Relationship Committee only.