9911796707
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 ..... ssential Commodities Act, 1955 (10 of 1955), ( vi ) the Companies Act, 1956 (1 of 1956), ( 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 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... his Part, where in any financial year during the currency of tenure of the managerial person, a company has no profits or its profits are inadequate, it may pay remuneration to a managerial person by way of salary, dearness allowance, perquisites and any other allowances, (A) not exceeding the ceiling limit of Rs. 24,00,000 per annum or Rs. 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (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 w.r.t. the country of his origin). (7) Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personal, 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: (1) The shareholders of the company shall be informed 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 cri ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is 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 w.r.t. 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 proposed to be taken for improvement. (3) Expected increase in productivity and profits in measureable terms. IV. Disclosures: (1) The shareholders of the company shall be informed 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 ) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... amily from the place of their study or stay abroad to India if they are not residing in India with the managerial person. ( c ) Leave travel concession : Return passage for self and family in accordance with the rules specified by the company where it is proposed that the leave be spent in home country instead of anywhere in India. Explanation I. For the purposes of section II of this Part, 'effective capital' means the aggregate of the paid-up share capital (excluding share 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, over-drafts, interest due on loans unless funded, bank guarantee, etc., and other short-term arrangements) as reduced by the aggregate of any investments (except in the 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 manage ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... filed with the Registrar under sub-section (2) of section 269.] --------------------------------------- Notes:- [1] Inserted by the Companies (Amendment) Act, 1988, w.e.f. 15-6-1988. [ Substituted by the Notification No. 510(E), dated 14-7-1993. Earlier it was inserted by the Companies (Amendment) Act, 1988, w.e.f. 15-6-1988. Schedule was omitted by the MRTP (Amendment) Act, 1984, w.e.f. 1-8-1984, which was inserted by the Companies (Amendment) Act, 1974, w.e.f. 1-2-1975. ]. [2] Substituted by Notification No. GSR 48(E), dated 1-2-1994. [3] Substituted by Notification No. GSR 418(E), dated 12-9-1996. [ (c) he has completed the age of twenty five years and has not attained the age of seventy years or the age of retirement, if any, specified by the company, whichever is earlier; (d) where he is a managerial person in more the one on company, he opts to draw remuneration from only on company, ]. [4] Renumbered by Notification No. GSR 670(E), dated 30-9-2002, w.e.f. 30-9-2002. [5] Inserted, by Notification No. GSR 670(E), dated 30-9-2002, w.e.f. 30-9-2002. [6] Substituted by Notification No. GSR 36(E), dated 16-1-2002. Prior t ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
