TaxTMI 
TaxTMI 
TaxTMI 
Chapter XIII- The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
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....cement.- (1) These rules may be called the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. (2) They shall come into force on the 1st day of April, 2014. 2. Definitions.- (1) In these rules, unless the context otherwise requires,- (a) ''Act'' means the Companies Act, 2013 (18 of 2013); (b) ''Annexure'' means the Annexure to these rules; (c) ''Fees'' means the fees as specified in the Companies (Registration offices and fees) Rules, 2014; (d) ''Form'' or "e form" means a form set forth in Annexure to these rules which shall be used for the matter to which it relates; (e) ''Regional Director'' means the person appointed by the Central Government in the Ministry of Corporate Affairs as a Regional Director; (f) ''section'' means section of the Act. (2) Words and expressions used in these rules but not defined and defined in the Act or in Companies (Specification of definitions details) Rules, 2014 shall have the meanings respectively assigned to them in the Act and said rules. 3. Filing of return of appointment.- A company shall file a return of appointment of a Managing Director, Whole Time Director or Manager, Chief Executive Officer (CEO....
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....meters for any variable component of remuneration availed by the directors; (xi) the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year; and (xii) affirmation that the remuneration is as per the remuneration policy of the company. Explanation.- For the purposes of this rule.- (i) the expression "median" means the numerical value separating the higher half of a population from the lower half and the median of a finite list of numbers may be found by arranging all the observations from lowest value to highest value and picking the middle one; (ii) if there is an even number of observations, the median shall be the average of the two middle values. (2) The board's report shall include a statement showing the name of every employee of the company, who- (i) if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than sixty lakh rupees; (ii) if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate....
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....d operating performance of the company during the three preceding financial years. (2) the relationship between remuneration and performance. (3) the principle of proportionality of remuneration within the company, ideally by a rating methodology which compares the remuneration of directors to that of other directors on the board who receives remuneration and employees or executives of the company. (4) whether remuneration policy for directors differs from remuneration policy for other employees and if so, an explanation for the difference. (5) the securities held by the director, including options and details of the shares pledged as at the end of the preceding financial year. 7. Fees.- (1) Every application made to the Central Government under the provisions of Chapter XIII shall be made in Form No. MR.2 and shall be accompanied by fee as may be specified for the purpose. (2) The companies other than listed companies and subsidiary of a listed company may without Central Government approval pay remuneration to its managerial personnel, in the event of no profit or inadequate profit beyond ceiling specified in Section II, Part II of Schedule V, subject to complying with ....
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....f meetings and attend Board, committee and general meetings and maintain the minutes of these meetings; (3) to obtain approvals from the Board, general meeting, the government and such other authorities as required under the provisions of the Act; (4) to represent before various regulators, and other authorities under the Act in connection with discharge of various duties under the Act; (5) to assist the Board in the conduct of the affairs of the company; (6) to assist and advise the Board in ensuring good corporate governance and in complying with the corporate governance requirements and best practices; and (7) to discharge such other duties as have been specified under the Act or rules; and (8) such other duties as may be assigned by the Board from time to time. Form MR File No. 01/05/2013 CL-V (Renuka Kumar), Joint Secretary to the Govt of India ============= Document 1 [à¤à¤¾à¤— II-खणà¥à¤¡ 3(i)] à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण Form No. MR.1 [Pursuant to Section 196 read with Section 197 and Schedule V of the Companies Act, 2013 and ....
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....that the remuneration is as per remuneration policy of the company Attach 6) Optional attachments, if any. Declaration I am authorized by the Board of Directors of the Company vide resolution number* * dated sign this form and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied with. I also declare that all the information given herein above is true, correct and complete including the attachments to this form and nothing material has been suppressed. [à¤à¤¾à¤— II-खणà¥à¤¡ 3 (i)] à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण *To be digitally signed by DSC *Designation 27 *DIN of the director; or DIN or PAN of themanager or CEO or CFO; or Membership numberof the company secretary Note: Attention is drawn to provisions of Section 448 and 449 which provide for punishment for false statement / certificate and punishment for false evidence respectively. Modify For office use only: Check Form Prescrutiny Affix filing details e....
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.... (i)] à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण (b) Effective date of appointment or reappointment (c) Designation offered Calender (DD/MM/YYYY) (a) Which of the clause(s) of Part I of Schedule V to the Companies Act, 2013 is or are not satisfied (b) Section and the Act under which the appointee was convicted or detained (c) Details of the offence committed due to which the proposed appointee is disqualified 29 29 8. (a) Whether the proposed appointee or the person in whose respect the application is filed suffers from any of the disqualification mentioned in section 164(2) of the Act. o Yes ο Îο (b) If yes, furnish the details thereof 9. Justification of such appointment 10. Details of resolution passed for such appointment (a) Date of passing Board resolution (b) Date of Nomination Committee and Remuneration Committee's resolution (c) Date of Members' Resolution 11. Financial position of the company- Calender (DD/MM/YYYY) (1) Financial parameters for the immediately preceding three financial years as per balance sheet and profit and loss account filed by the comp....
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....se respect application is filed: (ii) CIN of the company Name of the company (Pre fill all) Designation Amount (in Rs.) Details of remuneration (including perquisites and commission) drawn by him from the company in any other capacity: Designation Period of payment Amount (in Rs.) 32 THE GAZETTE OF INDIA: EXTRAORDINARY 14. Details of the resolution(s) passed: Calender (a) Date of board resolution (b) Date of Nomination and Remuneration committee's resolution Calender (c) Date of shareholders' resolution Calender Type of resolution o Ordinary o Special [PART II-SEC. 3(i)] (DD/MM/YYYY) (DD/MM/YYYY) In case of special resolution, SRN of Form No. MGT.14 15. Whether the company has made any default in repayment of its debts (including public deposit) or debentures or interest payable thereon for a continuous period of thirty days as prescribed in Part II of Schedule V o Yes ο Îο If Yes, furnish the details thereof 16. In case of payment of remuneration in excess of 11% of the Net Profit (a) Current year's estimated profit or loss (computed under section 198) (b) 11% of such profit (c) Remuneration proposed (d) Details in respect of proposed re....
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....Companies Act, 2013 as per previous year's audited balance sheet; Attach Attach 2. *Copy(s) of the resolution of Board of directors; Attach 3. Copy of the resolution of Nomination and Remuneration committee along with its composition and designation and certificate by the said committee to the effect that the remuneration is as per remuneration policy of the company; Attach 4. Copy of resolution of shareholder(s) along with notice and explanatory statement; 5. *Certificate from the auditor or company secretary or company secretary in Attach [à¤à¤¾à¤— II-खणà¥à¤¡ 3 (i)] à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण practice with regard to the compliance of section 196 of the Act; 6. Certificate of no-default in repayment of debts (including public deposit or debentures or interest payable thereon) for a continuous period of thirty days in the preceding financial year before the date on appointment of such managerial person, from director or company secretary of the company Attach 7. No objection certificate from the financial institutions(s) or bank(s)....
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....en) THE GAZETTE OF INDIA: EXTRAORDINARY Drop down (Drop down-values: Director, Manager, Company Secretary, CEO, CFO) *Director identification number of the director; or DIN or PAN of the manager or CEO or CFO; or Membership number of the Company secretary DSC box [PART II-SEC. 3(i)] Note: Attention is also drawn to provisions of Section 448 and 449 which provide for punishment for false statement and punishment for false evidence respectively. Modify Check Form For office use only: eForm Service request number (SRN) Digital signature of the authorising officer This e-Form is hereby approved This e-Form is hereby rejected Date of signing Prescrutiny Submit Affix filing details eForm filing date (DD/MM/YYYY) Confirm Submission (DD/MM/YYYY) Form No. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED [Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014] SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED To, The Members, ........ Limited I/We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to goo....
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....a (Issue and Listing of Debt Securities) Regulations, 2008; (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (vi) (Mention the other laws as may be applicable specifically to the company) I/we have also examined compliance with the applicable clauses of the following: (i) (ii) Secretarial Standards issued by The Institute of Company Secretaries of India. The Listing Agreements entered into by the Company with Stock Exchange(s), if applicable; During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations: Note: Please report specific non compliances / observations / audit qualification, reservation or adverse remarks in respect of the above para wise. I/we further report that The Board of Directors of the Company is duly constituted w....