TaxTMI 
TaxTMI 
Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits
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....ducted from 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 managin....
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....d subject to the provisions of this section, either by the articles of 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, th....
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....ayment of dues to any bank or public financial institution or non-convertible debenture holders or any other secured 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 th....
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....enalty of one lakh rupees and where any default has been made by a company, the company shall be liable to a penalty of five lakh rupees.] ^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 ab....
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....section or without the prior sanction of the Central Government, where it is required, he shall refund such sums to the company and until such sum is refunded, hold it in trust for the company." 6. Substituted vide Section 67 of the Companies (Amendment) Act, 2017 w.e.f. 12-09-2018 (Notified vide Notification No. S. O. 4823 dated 12-09-2018) before it was read as, "permitted by the Central Government" 7. Inserted vide Section 67 of the Companies (Amendment) Act, 2017 w.e.f. 12-09-2018 (Notified vide Notification No. S. O. 4823 dated 12-09-2018) 8. Omitted vide Section 67 of the Companies (Amendment) Act, 2017 w.e.f. 12-09-2018 (Notifi....