Director remuneration approval by special resolution; creditor consent required on default and refund/waiver rules govern excess payments.

Central Government approval for director remuneration is removed and replaced by approval by special resolution, with prior consent of banks, public financial institutions, non-convertible debenture holders or other secured creditors where the company has defaulted. Directors who receive excess remuneration must refund sums to the company within two years and hold them in trust until refunded. Waiver of refund requires company approval by special resolution within two years, subject to creditor consent on default. Auditors must report on compliance in their section 143 report.

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