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Appointment and Remuneration of Managerial Personnel COMPANIES ACT, 2013
Appointment and Remuneration of Managerial Personnel COMPANIES ACT, 2013
Appointment and Remuneration of Managerial Personnel COMPANIES ACT, 2013
Appointment and Remuneration of Managerial Personnel COMPANIES ACT, 2013
Appointment and Remuneration of Managerial Personnel COMPANIES ACT, 2013
Appointment and Remuneration of Managerial Personnel COMPANIES ACT, 2013
Appointment and Remuneration of Managerial Personnel COMPANIES ACT, 2013
Appointment and Remuneration of Managerial Personnel COMPANIES ACT, 2013
Appointment and Remuneration of Managerial Personnel COMPANIES ACT, 2013
Appointment and Remuneration of Managerial Personnel COMPANIES ACT, 2013
Appointment and Remuneration of Managerial Personnel COMPANIES ACT, 2013
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Appointment and Remuneration of Managerial Personnel COMPANIES ACT, 2013

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  • 1. Appointment and R ti fRemuneration of ManagerialManagerial Personnel Companies act, 20132013
  • 2. E li d dEvery listed company and every other public company having a paid- up share capital of ten crore rupees or more shall have whole-time keyy managerial personnel.
  • 3. A company shall file a return of appointment of a Managing Director, Whole Time Director org g , Manager, Chief Executive Officer (CEO), Company Secretary and Chief Financial Officer (CFO) i hi i d f h i(CFO) within sixty days of the appointment, with the Registrar in Form No. MR.1 along with such feewith such fee
  • 4. To facilitate the convening of meetings and attend Board,meetings and attend Board, committee and general meetings and maintain the minutes of these meetings; To obtain approvals from the Board,To obtain approvals from the Board, general meeting, the government and such other authorities ; To assist the Board in the conduct of the affairs of the company;the affairs of the company; to represent before various regulators, and other authorities under the Act in connection with discharge of various duties under thed sc a ge o va ous dut es u de t e Act; to assist and advise the Board in ensuring good corporate governance and in complying with the corporatep y g p governance requirements and best practices;
  • 5. A company may pay a sitting fee to a director for attending meetings of the Board or committees h f h b d id d b h B d fthereof, such sum as may be decided by the Board of directors thereof which shall not exceed one lakh rupees per meeting of the Board or committeep p g Provided that for Independent Directors and Women Directors the sitting fee shall not be less than theDirectors, the sitting fee shall not be less than the sitting fee payable to other directors.
  • 6. Secretarial Audit
  • 7. Ratio of the remuneration of each director to the median remuneration of the employees ofthe median remuneration of the employees of the company for the financial year; Percentage increase in the median remuneration of employees; Number of permanent employees on the rolls of company; Comparison of the remuneration of the Key Managerial Personnel against the performanceManagerial Personnel against the performance of the company; Variations in the market capitalization of the company; Affirmation that the remuneration is as per the remuneration policy of the company ;and The ratio of the remuneration of the highest paid director to that of the employees who arepaid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year.
  • 8. Employees posted and working in a country outside India, not being di t th i l ti d i th i t l khdirectors or their relatives, drawing more than sixty lakh rupees per financial year or five lakh rupees per month, as the case may be, as may be decided by the Board, shall not be circulated to the members in the Board’s report, but such particulars shall be filed with the R i t f C i hil fili th fi i l t t t d B dRegistrar of Companies while filing the financial statement and Board Reports. Any shareholder on a specific request made by him in writing b f th d t f h A l G l M ti h i fi i lbefore the date of such Annual General Meeting wherein financial statements for the relevant financial year are proposed to be adopted by shareholders and such particulars shall be made available by the company within three days from the date of receipt of such request f h h ldfrom shareholders. Provided also that in case of request received even after the date of completion of Annual General Meeting, such particulars shall be d il bl t th h h ld ithi d f th d t fmade available to the shareholders within seven days from the date of receipt of such request
  • 9. listed companies and subsidiary of a listed companylisted companies and subsidiary of a listed company may with The Central Government approval pay remuneration to its managerial personnel. Every application made to the Central Government under the provisions shall be made in Form No. MR.2 and shall be accompanied by fee . Every such application seeking approval shall be madeEvery such application seeking approval shall be made to the Central Government within a period of ninety days from the date of such appointment.
  • 10. Companies other than listed companies and subsidiary of a listed company may without Central Government approval pay remunerationcompany 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 the following conditions namely:-subject to complying with the following conditions namely: . Payment of remuneration is approved by a resolution passed by the Board and, in the case of a company covered under sub-section (1) of section 178 also by the Nomination and Remuneration Committee.y . Company has not made any default in repayment of any of its debts (including public deposits) or debentures or interest payable thereon preference shares and dividend on preference shares for a continuous period of thirty days in the preceding financial. . the approval of shareholders by way of a special resolution at a general meeting of the company for payment of remuneration for a period not exceeding three yearsperiod not exceeding three years. . company has filed Balance Sheet and Annual Return which are due to be filed with the Registrar of Companies

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