TaxTMI 
TaxTMI 
Chapter XIII- The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
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.... 1. Short title and commencement.- (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....
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....eration; (ix) comparison of the each remuneration of the Key Managerial Personnel against the performance of the company; (x) the key parameters 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 t....
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....such particulars shall be made available to the shareholders within seven days from the date of receipt of such request. 6. Applications to the Central Government.- The Central Government or the company shall have regard to the following matters, namely:- (1) the Financial and 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 ....
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.... Secretarial Audit Report shall be in Form No.MR.3. 10. Duties of Company Secretary.- The duties of Company Secretary shall also discharge, the following duties, namely:- (1) to provide to the directors of the company, collectively and individually, such guidance as they may require, with regard to their duties, responsibilities and powers; (2) to facilitate the convening of 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....
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....or filing of Special Resolution) 11. (a) Whether the appointee has been disqualified for appointment of director under section 164of the Act O Yes Ο Îο (b) If yes, give details Attachments 1) *Copy of Board resolution; 2) Copy of shareholders resolution; 3) Copy of the Central government approval, if any; Attach Attach Attach Attach 4) Copy of letter of consent to act as Managing Director/Whole time Director/Manager/CEO/CFO/Secretary; Attach 5) Copy of certificate by the Nomination and Remuneration Committee of the company, if any, to the effect 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 ma....
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....ο (DD/MM/YYYY) 5. (1) Particulars of the proposed appointee or the person in whose respect the application is filed Director Identification Number (DIN) or Income tax permanent account number (Income tax PAN) Name Address Father's name Nationality Date of birth Place of birth Calender Pre-fill (DD/MM/YYYY) Educational, professional qualifications and brief profits of the appointee or the person in whose respect the Application is filed Experience Years Months (2) In case the proposed appointee is a foreign citizen, furnish the following details also- (i) ISO Country code (ii) Country (iii) Passport number (iv) Validity of passport (v) Occupation 6. (a) Whether o Appointment o Reappointment 7. [à¤à¤¾à¤— II-खणà¥à¤¡ 3 (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 (....
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....ecutive directors) [à¤à¤¾à¤— II-खणà¥à¤¡ 3(i)] à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण (i) DIN/PAN (ii) Name (iii) Designation (iv) In case of director, specify whether executive or non-executive o Executive o Non-executive (v) Remuneration paid to the managerial person by the applicant company during the immediately preceding three financial years, is as follows: Pre-fill 31 Others Period Salary Perquisites Commission, Retirals and bonus and Benefits Total cost to the % to Whether net profits approval of Government allowances performance company under obtained linked section incentive 198 From (DD/MM/YYY) To (DD/MM/YYY) (1) (2) (3) (6) (7) (8) 13. (i) Details of remuneration per annum (including perquisites and commission) as on the date of application drawn in any other company, by the appointee or the person in whose respect application is filed: (ii) CIN of the company Name of the company (Pre fill all) Desi....
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.... From Period Το (DD/MM/YYYY) | (DD/MM/YYYY) Salary Perquisites Commission, Bonus Retirals Others Total & and Performance Allowances Linked Incentives (e) If the proposed remuneration is more than one year such remuneration for each year or part thereof for the period of proposal be furnished. From Period Το (DD/MM/YYYY) (DD/MM/YYYY) Salary Perquisites Commission, Bonus Retirals Others Total & and Performance Allowances Linked Incentives (f) Details of the clause(s) of Schedule V of the Companies Act, 2013 which is or are not satisfied due to which the present application is being made 33 34 34 THE GAZETTE OF INDIA: EXTRAORDINARY [PART II-SEC. 3(i)] (g) Details in respect of proposed increase in remuneration (h) Justification of the proposal Waiver 18. In case of waiver, 1. Details of excess remuneration paid: Period From To (DD/MM/YYYY) (DD/MM/YYYY) Total Remuneration paid Entitlement under the provisions of Companies Act, 2013 Excess Remuneration to waived off 2. Circumstances under which such amount were paid in excess....
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....n under Section 460 of the Act for condonation of delay; Attach 18. *Full and proper justification in favour of the proposal along with bio-data of the appointee; 19. Documentary proof regarding compliance of the provisions of Section 196 of the Attach Attach Companies Act, 2013 at the time of appointment/ re-appointment of the proposed appointee 20. Certificate by the secretary of the company or CA/CS in whole time practice to be notified erstwhile; 21. Details, if applicant company is a subsidiary of listed company; Attach Attach 22.Certificate from CA/CS in whole time practice along with calculation of excess remuneration paid to the appointee; Attach 23. Optional attachment, if any Declaration 35 I am authorized by the Board of Directors of the Company vide resolution no. Dated * * to 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 further declare that: 1. Whatever is stated in this form and in the attachments thereto is true, correct and complete and....
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....rd-processes and compliance- 37 37 [à¤à¤¾à¤— II-खणà¥à¤¡ 3 (i)] à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: I/we have examined the books, papers, minute books, forms and returns filed and other records ("the Company") for the financial year ended on maintained by the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made thereunder; according to (ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):- (a) The Securities and Exchange Board of India (Substantial Acquisi....