TMI BlogSCHEDULE V -See sections 196 and 197X X X X Extracts X X X X X X X X Extracts X X X X ..... us company law ] (vii) the Securities Contracts (Regulation) Act, 1956 (42 of 1956); (viii) the Wealth-tax Act, 1957 (27 of 1957); (ix) the Income-tax Act, 1961 (43 of 1961); (x) the Customs Act, 1962 (52 of 1962); (xi) the Competition Act, 2002 (12 of 2003); (xii) the Foreign Exchange Management Act, 1999 (42 of 1999); (xiii) the Sick Industrial Companies (Special Provisions) Act, 1985 (1 of 1986); (xiv) the Securities and Exchange Board of India Act, 1992 (15 of 1992); (xv) the Foreign Trade (Development and Regulation) Act, 1922 (22 of 1922); (xvi) the Prevention of Money-Laundering Act, 2002 (15 of 2003); 4 [ (xvii) the Insolvency and Bankruptcy Code, 2016 (31 of 2016) (xviii) the Goods and Services Tax Act, 2017 (12 of 2017) (xix) the Fugitive Economic Offenders Act, 2018 (17 of 2018) ] (b) he had not been detained for any period under the Conservation of Foreign Exchange and Prevention of Smuggling Activities Act, 1974 (52 of 1974): Provided that where the Central Government has given it ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ctor ] not exceeding the limits under (A) and (B) given below:- (A) : 19 [(1) (2) (3) Sl. No. Where the effective capital (in rupees) is Limit of yearly remuneration payable shall not exceed (in Rupess) in case of a managerial person Limit of yearly remuneration payable shall not exceed (in rupees) in case of other director (i) Negative or less than 5 crores. 60 lakhs 12 Lakhs (ii) 5 crores and above but less than 100 crores. 84 lakhs 17 Lakhs (iii) 100 crores and above but less than 250 crores. 120 lakhs 24 Lakhs (iv) 250 crores and above. 120 lakhs plus 0.01% of the effective capital in excess of ₹ 250 crores: 24 Lakhs plus 0.01% of the effective capital in excess of ₹ 250 crores: ] 8 [ Provided that the remuneration in excess of above limits ma ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ent along with a notice calling the general meeting referred to in clause (iii) is given to the shareholders containing the following information, namely: l. General information: (1) Nature Of industry (2) Date or expected date of commencement of commercial production (3) In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus (4) Financial performance based on given indicators (5) Foreign investments or collaborations, if any. ll. Information about the appointee: (1) Background details (2) Past remuneration (3) Recognition or awards (4) Job profile and his suitability (5) Remuneration proposed (6) Comparative remuneration profile with respect to industry, size of the company, profile of the position and person (in case of expatriates the relevant details would be with respect to the Country of his origin) (7) Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any. III. Other information: (1) Reasons of loss or inadequate profits (2) Steps taken or pro ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l, it may pay 14 [ any remuneration to its managerial persons .] 21 [ or other directors ] ] (c) where remuneration of a managerial person 20 [ or other director ] exceeds the limits in Section II but the remuneration has been fixed by the Board for Industrial and Financial Reconstruction or the National Company Law Tribunal: Provided that the limits under this section shall be applicable subject to meeting all the conditions specified under Section II and the following additional conditions:- (i) except as provided in para (a) of this section, the managerial person 20 [ or other director ] is not receiving remuneration from any other company; (ii) the auditor or Company Secretary of the company or where the company has not appointed a Secretary, a Secretary in whole-time practice, certifies that all secured creditors and term lenders have stated in writing that they have no objection for the appointment of the managerial person 20 [ or other director ] as well as the quantum of remuneration and such certificate is filed along with the return as prescribed under sub-section (4) of section 196. (iii) the auditor o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... application money or advances against shares); amount, if any, for the time being standing to the credit of share premium account; reserves and surplus (excluding revaluation reserve); long-term loans and deposits repayable after one year (excluding working capital loans, overdrafts, interest due on loans unless funded, bank guarantee, etc., and other short-term arrangements) as reduced by the aggregate of any investments (except in case of investment by an investment company whose principal business is acquisition of shares, stock, debentures or other securities), accumulated losses and preliminary expenses not written off. Explanation II.- (a) Where the appointment of the managerial person is made in the year in which company has been incorporated, the effective capital shall be calculated as on the date of such appointment; (b) In any other case the effective capital shall be calculated as on the last date of the financial year preceding the financial year in which the appointment of the managerial person is made. Explanation III.- For the purposes of this Schedule, ''family'' means the spouse, dependent children and dependent parents of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... N II Remuneration payable by companies having no profit or inadequate profit without Central Government approval Where in any financial year during the currency of tenure of a managerial person, a company has no profits or its profits are inadequate, it may, without Central Government approval, pay remuneration to the managerial person not exceeding the higher of the limits under (A) and (B) given below:- (A): (1) (2) Where the effective capital is Limit of yearly remuneration payable shall not exceed (Rupees) (i) Negative or less than 5 crores 30 lakhs (ii) 5 crores and above but less than 100 crores 42 lakhs (iii) 100 crores and above but less than 250 crores 60 lakhs (iv) 250 crores and above 60 lakhs plus 0.01% of the effective capital in excess of ₹ 250 crores: Provided that the above limits shall be doubled if the resolution passed by the shareholders is a special resolution. Explanation.-It is hereby c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any. III. Other information: (1) Reasons of loss or inadequate profits (2) Steps taken or proposed to be taken for improvement (3) Expected increase in productivity and profits in measurable terms. IV. Disclosures: The following disclosures shall be mentioned in the Board of Director's report under the heading Corporate Governance , if any, attached to the financial statement:- (i) all elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., of all the directors; (ii) details of fixed component and performance linked incentives along with the performance criteria; (iii) service contracts, notice period, severance fees; (iv) stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable. 3. As Amended vide Insolvency and Bankruptcy Code, 2016, ELEVENTH SCHEDULE, before it was read as, (b) where the company- (i) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... fore it was read as without the Central Government approval 14. Substituted vide Notification File Number 1/5/2013-CL-V dated 12-09-2018 before it was read as remuneration up to two times the amount permissible under section II 15. Omitted vide Notification File Number 1/5/2013-CL-V dated 12-09-2018 before it was read as (d) A company in a Special Economic Zone as notified by Department of Commerce from time to time which has not raised any money by public issue of shares or debentures in India, and has not made any default in India in repayment of any of its debts (including public deposits) or debentures or interest payable thereon for a continuous period of thirty days in any financial year, may pay remuneration up to ₹ 2,40,00,000 per annum. 16. Omitted vide Notification File Number 1/5/2013-CL-V dated 12-09-2018 before it was read as (A) current relevant profit means the profit as calculated under section 198 but without deducting the excess of expenditure over income referred to in sub-section 4(l) thereof in respect of those years during which the managerial person was not an employee, director or shareholder of the company or its ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
