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TMI BlogConditions to be fulfilled for the appointment of a managing or whole-time director or a manager without the approval of the Central GovernmentX X X X Extracts X X X X X X X X Extracts X X X X ..... e 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 Monopolies and Restrictive Trade Practices Act, 1969 (54 of 1969), (xii) the Foreign Exchange Regulation Act, 1973 (46 of 1973), (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, 1992 (22 of 1992); (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 its approval to the appointment of a person convicted or detained under sub-paragraph (a) or sub-paragraph (b), as the case may be, no further approval of the Central Government shall be necessary for the subsequent appointment of that person if he had not been so convicted or detained subsequent to such approval; [3][(c) he has completed the age of 25 years and has not attained the age of 70 years: Provided that ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . 2,00,000 per month calculated on the following scale:-- Where the effective capital of Company is Monthly remuneration payable shall not exceed (Rupees) (i) less than rupees 1 crore 75,000 (ii) rupees 1 crore or more but less than rupees 5 crores 1,00,000 (iii) rupees 5 crores or more but less than rupees 25 crores 1,25,000 (iv) rupees 25 crores or more but less than rupees 50 crores 1,50,000 (v) rupees 50 crores or more but less than rupees 100 crores 1,75,000 (vi) rupees 100 crores or more 2,00,000: Provided that the ceiling limits specified under this sub-paragraph shall apply, if-- (i) payment of remuneration is approved by a resolution passed by the Remuneration Committee; (ii) the company has not made any default in repayment of any of its debts (including public deposits) or debentures or interest payable thereon for a continuous period of thirty days in the preceding financial year before the date of appointment of such managerial person; (B) not exceeding the ceiling limit of Rs. 48,00,000 per annum or Rs. 4,00,000 per month calculated on the following scale:-- Where the effective capital of Company is Monthly remuneration payable shall not excee ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nformed of the remuneration package of the managerial person. (2) The following disclosures shall be mentioned in the Board of Director's report under the heading "Corporate Governance", if any, attached to the annual report:-- (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. (C) exceeding the ceiling limit of Rs. 48,00,000 per annum or Rs. 4,00,000 per month calculated on the following scale:-- Where the effective capital of Company is Monthly remuneration payable exceed (Rupees) (i) less than rupees 1 crore 1,50,000 (ii) rupees 1 crore or more but less than rupees 5 crores 2,00,000 (iii) rupees 5 crores or more but less than rupees 25 crores 2,50,000 (iv) rupees 25 crores or more but less than rupees 50 crores 3,00,000 (v) rupees 50 crores or more but less than rupees 100 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s, 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: Provided further that the conditions specified in sub-paragraph (C) shall apply in the case the effective capital of the company is negative: Provided also that the prior approval of the Central Government is obtained for payment of remuneration on the above scale.] [7][(D) not exceeding Rs. 2,40,00,000 per annum or Rs. 20,00,000 per month in respect of companies in Special Economic Zones as notified by Department of Commerce from time to time: Provided that these companies have not raised any money by public issue of shares or debentures in India: Provided further that such companies have 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.] 2. A managerial person shall also be eligi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n 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 section II of this Part, family means the spouse, dependent children and dependent parents of the managerial person. [8][Explanation IV.--For the purposes of this section, 'Remuneration Committee' means that a committee which consists of at least three non-executive independent directors including nominee director or nominee directors, if any. Explanation V.--For the purposes of this clause, the Remuneration Committee while approving the remuneration under this section shall,-- (a) take into account, financial position of the company, trend in the industry, appointee's qualification, experience, past performance, past remuneration, etc. (b) be in a position to bring about objectivity in determining the remuneration package while striking a balance betwe ..... X X X X Extracts X X X X X X X X Extracts X X X X
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