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TMI BlogOverall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profitsX X X X Extracts X X X X X X X X Extracts X X X X ..... 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 not exceed five per cent of the net profits of the company and if there is more than one such director remuneration shall not exceed ten per cent of the net profits to all such directors and manager taken together; (ii) the remuneration payable to directors who are neither managing directors nor whole-time directors sh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 Nomination and Remuneration Committee, if the company is covered under sub-section (1) of section 178, or the Board of Directors in other cases, the director possesses the requisite qualification for the practice of the profession. (5) A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 the company's memorandum or articles, or in an agreement entered into by it, or in any resolution passed by the company in general meeting or its Board, shall not have any effect unless such increase is in accordance with the con ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s. ] 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 section [as it stood before such commencement], which is pending with that Government shall abate, and the company shall, within one year of such commencement, obtain the approval in accordance with the provisions of this section, as ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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), reimbursement of expenses for participation in the Board and other meetings and profit related commission as may be approved by the members. 11. Substituted vide THE COMPANIES (AMENDMENT) ACT, 2019 w.e.f 02-11-2018 before it was read as (15) If any person contravenes the provisions of this section, he sha ..... X X X X Extracts X X X X X X X X Extracts X X X X
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