Appointment of Managerial Personnel and payment of Managerial Remuneration in case of Companies having no profit or inadequate profit - rationalization thereof.
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Managerial remuneration limits: apply with detailed financial justification and full disclosure before paying above statutory caps.
Where a company proposes managerial remuneration above Schedule XIII limits linked to effective capital, it must apply to the Department of Company Affairs with a board/AGM resolution and detailed justification addressing losses, remedial steps, financial health (effective capital, net worth, turnover, profit/loss, dividend), industry nature, foreign collaboration, expansion plans and the appointee's qualifications and past remuneration; the total package including perquisites must be valued at actual cost for Companies Act purposes and income tax liability shown separately. A prescribed checklist and authenticated supporting documents (newspaper notices, five years' audited accounts, FIPB approvals where relevant) are required to avoid deficiencies.