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TMI BlogNotification for amendment to Schedule V of Companies Act, 2013X X X X Extracts X X X X X X X X Extracts X X X X ..... vious company law" (b) in part Il, for section Il, the following section shall be substituted, namely: "Section II Remuneration payable by companies having no profit or inadequate profit without Central Government approval Where in any financial year during the currency of tenure of a managerial person, a company has no profits or its profits are inadequate, it may, without Central Government approval, pay remuneration to the managerial person not exceeding the limits under (A) and (B) given below:- (A) : (1) (2) Where the effective capital is Limit of yearly remuneration payable shall not exceed (Rupees) (i) Negative or less than 5 crores 60 lakhs (ii) 5 crores and above but less than 100 crores 84 lakhs (iii) 100 crore ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hall apply, if- (i) payment of remuneration is approved by a resolution passed by the Board and, in the case of a company covered under sub-section (l) of section 178 also by the Nomination and Remuneration Committee; (ii) the company has nol committed 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 and in case of a default, the company obtains prior approval from secured creditors for the proposed remuneration and the fact of Such prior approval having been obtained is mentioned in the explanatory statement to the notice convening the general m ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e taken for improvement (3) Expected increase in productivity and profits in measurable terms IV. Disclosures The following disclosures shall be mentioned in the Board of Director's report under the heading "Corporate Governance", if any, attached to the financial statement: (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; and (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. Explan ..... X X X X Extracts X X X X X X X X Extracts X X X X
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