Notification for amendment to Schedule V of Companies Act, 2013 - F. No. 1/5/2013 CL-V - Companies Law

Remuneration limits for companies with no or inadequate profits set without Central Government approval, with approval and disclosure conditions.

The substituted Section II permits companies with no or inadequate profits to pay managerial remuneration without Central Government approval up to limits linked to effective capital, pro rated for part years and doublable by special shareholder resolution; professional managerial persons meeting independence, shareholding and qualification criteria qualify for payment without Central Government approval. Payment requires board (and where applicable nomination and remuneration committee) approval, no prior debt default or secured creditor approval if default exists, a shareholder resolution for up to three years, a prescribed explanatory statement to shareholders detailing company, appointee and remedial information, and specified disclosures in the Board's Corporate Governance report.