Amendment in Schedule XIII of the Companies Act,1956. - Remuneration payable by companies having no profits or inadequate profits – No approval required from Central government in certain cases - G.S.R. 396(E) - Companies Law

Remuneration payable by companies having no profits or inadequate profits No approval required from Central government in certain cases NOTIFICATION NO. G.S.R. 396(E), DATED 23-5-2011 In exercise of the powers conferred by sub-section (1) of section 641 of the Companies Act, 1956 , the Central Government hereby makes the following further amendments in Schedule XIII of the Companies Act, 1956, namely : 1. In Schedule XIII, in Part II, in section 2- ( i ) in sub-paragraph (C), after fourth proviso, the following proviso shall be inserted, namely :- " Provided further that approval of the Central Government is not required for a subsidiary of a listed company, if- 1. The Remuneration Committee and board of directors of the holding company give their consent for the amount of remuneration of the applicant and for the said amount to be deemed as remuneration paid by the holding company for the purpose of section 198 of the Companies Act, 1956 ; 2. The remuneration of the applicant is approved by the holding company in the general meeting ; 3. If the remuneration of the applicant is deemed to be remuneration paid by the holding company ; and 4. All the members of the subsidiary are bodies corporate : Provided that a listed company or a subsidiary of a listed company shall not require the Central Government approval for payment of remuneration to its managerial personnel, if the remuneration is fixed by the Board for Industrial and Financial Reconstruction." 2. It shall come into force from the date of its publication in the Official Gazette.