TMI BlogChapter XIII- The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.X X X X Extracts X X X X X X X X Extracts X X X X ..... of the Companies Act, 2013 , read with sub-sections (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013) and in supersession of the Companies (Central Government s) General Rules and Forms, 1956 or any other relevant rules prescribed under the Companies Act, 1956 (1 of 1956) on matters covered under these rules, except as respects things done or omitted to be done before such supersession, the Central Government hereby makes the following rules, namely: - 1. Short title and commencement.- (1) These rules may be called the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. (2) They shall come into force on the 1st day of April, 2014. 2. Definitions.- (1) In these rules, unles ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... en Directors, the sitting fee shall not be less than the sitting fee payable to other directors. 5. Disclosure in Board s report.- (1) Every listed company shall disclose in the Board s report- (i) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year; (ii) the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year; (iii) the percentage increase in the median remuneration of employees in the financial year; (iv) the number of permanent employees on the rolls of company; (v) the explanation on the relationship between average increase in remu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on policy of the company. Explanation.- For the purposes of this rule.- (i) the expression median means the numerical value separating the higher half of a population from the lower half and the median of a finite list of numbers may be found by arranging all the observations from lowest value to highest value and picking the middle one; (ii) if there is an even number of observations, the median shall be the average of the two middle values. (2) The board s report shall include a statement showing the name of every employee of the company, who- (i) if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than sixty lakh rupees; (ii) if employed for a p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... may be, as may be decided by the Board, shall not be circulated to the members in the Board s report, but such particulars shall be filed with the Registrar of Companies while filing the financial statement and Board Reports: Provided further that such particulars shall be made available to any shareholder on a specific request made by him in writing before the date of such Annual General Meeting wherein financial statements for the relevant financial year are proposed to be adopted by shareholders and such particulars shall be made available by the company within three days from the date of receipt of such request from shareholders: Provided also that in case of request received even after the date of completion of Annual General Mee ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... th the following conditions namely:- (i) payment of remuneration is approved by a resolution passed by the Board and, in the case of a company covered under sub-section (1) of section 178 also by the Nomination and Remuneration Committee, if any, and while doing so record in writing the clear reason and justification for payment of remuneration beyond the said limit; (ii) the company has not made any default in repayment of any of its debts (including public deposits) or debentures or interest payable thereon preference shares and dividend on preference shares for a continuous period of thirty days in the preceding financial year before the date of payment to such managerial personnel; (iii) the approval of shareholders by way of a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rectors of the company, collectively and individually, such guidance as they may require, with regard to their duties, responsibilities and powers; (2) to facilitate the convening of meetings and attend Board, committee and general meetings and maintain the minutes of these meetings; (3) to obtain approvals from the Board, general meeting, the government and such other authorities as required under the provisions of the Act; (4) to represent before various regulators, and other authorities under the Act in connection with discharge of various duties under the Act; (5) to assist the Board in the conduct of the affairs of the company; (6) to assist and advise the Board in ensuring good corporate governance and in complying with ..... X X X X Extracts X X X X X X X X Extracts X X X X
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