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Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits

tors, including managing director and whole-time director, and its manager in respect of any financial year shall not exceed eleven per cent of the net profits of that company for that financial year computed in the manner laid down in section 198 except that the remuneration of the directors shall not be deducted from the gross profits: Provided that the company in general meeting may, 1[***] authorise the payment of remuneration exceeding eleven per cent of the net profits of the company, subject to the provisions of Schedule V: Provided further that, except with the approval of the company in general meeting, 2[by a special resolution,]- (i) the remuneration payable to any one managing director; or whole-time director or manager shall no .....

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4[***]. (4) The remuneration payable to the directors of a company, including any managing or whole-time director or manager, shall be determined, in accordance with and subject to the provisions of this section, either by the articles of the company, or by a resolution or, if the articles so require, by a special resolution, passed by the company in general meeting and the remuneration payable to a director determined aforesaid shall be inclusive of the remuneration payable to him for the services rendered by him in any other capacity: Provided that any remuneration for services rendered by any such director in other capacity shall not be so included if- (a) the services rendered are of a professional nature; and (b) in the opinion of the .....

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ution within two years from the date the sum becomes refundable.] 7[Provided that 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 the bank or public financial institution concerned or the non-convertible debenture holders or other secured creditor, as the case may be, shall be obtained by the company before obtaining approval of such waiver.] (11) In cases where Schedule V is applicable on grounds of no profits or inadequate profits, any provision relating to the remuneration of any director which purports to increase or has the effect of increasing the amount thereof, whether the provision be contained in .....

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on makes any default in complying with the provisions of this section, he shall be liable to a penalty of one lakh rupees and where any default has been made by a company, the company shall be liable to a penalty of five lakh rupees.] 9[(16) The auditor of the company shall, in his report under section 143, make a statement as to whether the remuneration paid by the company to its directors is in accordance with the provisions of this section, whether remuneration paid to any director is in excess of the limit laid down under this section and give such other details as may be prescribed. (17) On and from the commencement of the Companies (Amendment) Act, 2017, any application made to the Central Government under the provisions of this secti .....

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nies (Amendment) Act, 2017 Dated 03-01-2018 w.e.f. 12-09-2018 8. Omitted vide The Companies (Amendment) Act, 2017 Dated 03-01-2018 w.e.f. 12-09-2018 , before it was read as, "and if such conditions are not being complied, the approval of the Central Government had been obtained" 9. Inserted vide The Companies (Amendment) Act, 2017 Dated 03-01-2018 w.e.f. 12-09-2018 10. Omitted vide THE COMPANIES (AMENDMENT) ACT, 2019 w.e.f 02-11-2018 before it was read as "(7) Notwithstanding anything contained in any other provision of this Act but subject to the provisions of this section, an independent director shall not be entitled to any stock option and may receive remuneration by way of fees provided under sub-section (5), reimburseme .....

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