TaxTMI 
TaxTMI 
See sections 196 and 197
X X X X Extracts X X X X
X X X X Extracts X X X X
....2 of 1956); (viii) the Wealth-tax Act, 1957 (27 of 1957); (ix) the Income-tax Act, 1961 (43 of 1961); (x) the Customs Act, 1962 (52 of 1962); (xi) the Competition Act, 2002 (12 of 2003); (xii) the Foreign Exchange Management Act, 1999 (42 of 1999); (xiii) the Sick Industrial Companies (Special Provisions) Act, 1985 (1 of 1986); (xiv) the Securities and Exchange Board of India Act, 1992 (15 of 1992); (xv) the Foreign Trade (Development and Regulation) Act, 1922 (22 of 1922); (xvi) the Prevention of Money-Laundering Act, 2002 (15 of 2003); ^4[(xvii) the Insolvency and Bankruptcy Code, 2016 (31 of 2016) (xviii) the Goods and Services Tax Act, 2017 (12 of 2017) (xix) the Fugitive Economic Offenders Act, 2018 (17 of 2018)] (b) he had not been detained for any period under the Conservation of Foreign Exchange and Prevention of Smuggling Activities Act, 1974 (52 of 1974): Provided that where the Central Government has given its approval to the appointment of a person convicted or detained under sub-paragraph (a) or sub-paragraph (b), as the case may be, no further ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....tion payable shall not exceed (in Rupess) in case of a managerial person Limit of yearly remuneration payable shall not exceed (in rupees) in case of other director (i) Negative or less than 5 crores. 60 lakhs 12 Lakhs (ii) 5 crores and above but less than 100 crores. 84 lakhs 17 Lakhs (iii) 100 crores and above but less than 250 crores. 120 lakhs 24 Lakhs (iv) 250 crores and above. 120 lakhs plus 0.01% of the effective capital in excess of Rs. 250 crores: 24 Lakhs plus 0.01% of the effective capital in excess of Rs. 250 crores:] ^8[Provided that the remuneration in excess of above limits may be paid] if the resolution passed by the shareholders is a special resolution. Explanation.- It is hereby clarified that for a period less than one year, the limits shall be pro-rated. (B) In Case of a managerial person ^18B[or other director] who is functioning in a professional capacity, ^9[remuneration as per item (A) may be paid], if such managerial person ^18C[or other director] is not having any interest in the capital of the company or its holding company or any of its Subsidiaries directly or indi....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... (5) Foreign investments or collaborations, if any. ll. Information about the appointee: (1) Background details (2) Past remuneration (3) Recognition 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 with respect to 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 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....
X X X X Extracts X X X X
X X X X Extracts X X X X
....o meeting all the conditions specified under Section II and the following additional conditions:- (i) except as provided in para (a) of this section, the managerial person ^20B[or other director] is not receiving remuneration from any other company; (ii) the auditor or Company Secretary of the company or where the company has not appointed a Secretary, a Secretary in whole-time practice, certifies that all secured creditors and term lenders have stated in writing that they have no objection for the appointment of the managerial person ^20C[or other director] as well as the quantum of remuneration and such certificate is filed along with the return as prescribed under sub-section (4) of section 196. (iii) the auditor or Company Secretary or where the company has not appointed a secretary, a secretary in whole-time practice certifies that there is no default on payments to any creditors, and all dues to deposit holders are being settled on time. (d) ^15[****] ^22[Explanation.- For the purposes of Section I, Section II and Section III, the term "or other director" shall mean a non-executive director or an independent director.] Section IV....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... whose principal business is acquisition of shares, stock, debentures or other securities), accumulated losses and preliminary expenses not written off. Explanation II.- (a) Where the appointment of the managerial person is made in the year in which company has been incorporated, the effective capital shall be calculated as on the date of such appointment; (b) In any other case the effective capital shall be calculated as on the last date of the financial year preceding the financial year in which the appointment of the managerial person is made. Explanation III.- For the purposes of this Schedule, ''family'' means the spouse, dependent children and dependent parents of the managerial person. Explanation IV.- The Nomination and Remuneration Committee while approving the remuneration under Section II or Section III, shall- (a) take into account, financial position of the company, trend in the industry, appointee's qualification, experience, past performance, past remuneration, etc.; (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 ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....(1) (2) Where the effective capital is Limit of yearly remuneration payable shall not exceed (Rupees) (i) Negative or less than 5 crores 30 lakhs (ii) 5 crores and above but less than 100 crores 42 lakhs (iii) 100 crores and above but less than 250 crores 60 lakhs (iv) 250 crores and above 60 lakhs plus 0.01% of the effective capital in excess of Rs. 250 crores: Provided that the above limits shall be doubled if the resolution passed by the shareholders is a special resolution. Explanation.-It is hereby clarified that for a period less than one year, the limits shall be pro-rated. (B) In the case of a managerial person who was not a security holder holding securities of the company of nominal value of rupees five lakh or more or an employee or a director of the company or not related to any director or promoter at any time during the two years prior to his appointment as a managerial person, -2.5% of the current relevant profit: Provided that if the resolution passed by the shareholders is a special resolution, this limit shall be doubled: Provided further that the limits specified under this section shal....
X X X X Extracts X X X X
X X X X Extracts X X X X
....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." 3. Substituted vide Section 255 readwith Eleventh Schedule of the Insolvency and Bankruptcy Code, 2016 w.e.f. 15-11-2016 (Notified vide Notification No. S.O. 3453(E) dated 15-11-2016) before it was read as, "(b) where the company- (i) is a newly incorporated company, for a period of seven years from the date of its incorporation, or (ii) is a sick company, for whom a scheme of revival or rehabilitation has been ordered by the Board for Industrial and Financial Reconstruction or National Company Law Tribunal, for a period of five years from the date of sanction of scheme of revival, it may pay remuneration up to two times the amount permissible under Section II." 4. Inserted vide Notification No. S.O. 4822(E) dated 12-09-2018 5. Omitt....