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TMI BlogAmendment in Schedule XIII under powers conferred by sub-section (1) of section 641 of the Companies Act, 1956.X X X X Extracts X X X X X X X X Extracts X X X X ..... amendments in Schedule XIII to the said Act, namely :-- In the said Schedule in Part II, in section II,-- (a) for paragraph 1, the following shall be substituted, namely:-- "1. Notwithstanding anything contained in this 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 c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ent 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; (iii) a special resolution has been passed at the general meeting of the company for payment of remuneration for a period not exceeding three years; (iv) a statement along with a notice calling the general meeting referred to in clause (iii) is given to the shareholders containing the following information, namely :-- I. General Information : (1) Nature of industry (2) Date or ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 exceeds (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) rupee ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cognition 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 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 measurable terms IV. Disclosures : (1) The shareholders of the company shall be informed of the remuneration package of the managerial person ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . (b) be in a position to bring about objectivity in determining the remuneration package while striking a balance between the interest of the company and the shareholders. Explanation VI :--For the purposes of Paragraph 1, "negative effective capital" means the effective capital which is calculated :-- (a) in accordance with the provisions contained in Explanation I of this Part; (b) less than zero". 2. It shall come into force on the date of its publication in the official gazette. (File No. 5/48/2001-CL.V) Rajiv Mehrishi Joint Secretary to the Government of India Note :- The Principal Schedule was inserted by the Companies (Amendment) Act, 1988 vide GSR No. 559(E) dated 10.06.98 and subsequently amended vide - (i) GSR 78 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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