NOTIFICATION<\/strong>
\nNew Delhi, the 12th September, 2016<\/p>\n

S.O. 2922(E).<\/strong>\u2014In exercise of the powers conferred by sub-sections (1) and (2) of section 467 of the Companies\u00a0Act, 2013 (18 of 2013), the Central Government hereby makes the following amendments to amend Schedule V of the
\nsaid Act, namely:\u2014<\/p>\n

2. In Schedule V of the Companies Act, 2013,-
\n(a) in Part I, in Appointments,-
\n(i) in para (a), for sub-paragraph (vi), the following sub-paragraph shall be substituted, namely;-
\n\u201c(vi) the Companies Act,2013 (18 of 2013) or any previous company law\u201d<\/p>\n

(b) in part II, for section II, the following section shall be substituted, namely:-
\n\u201cSection II
\nRemuneration payable by companies having no profit or inadequate profit without Central Government approval\u00a0<\/strong><\/p>\n

Where in any financial year during the currency of tenure of a managerial person, a company has no profits or its profits\u00a0are inadequate, it may, without Central Government approval, pay remuneration to the managerial person not exceeding\u00a0the limits under (A) and (B) given below:-
\n(A) :<\/p>\n\n\n\n\n\n\n\n\n

\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 (1)<\/td>\n	\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 (2)<\/td>\n<\/tr>\n
Where the effective capital is<\/td>\n	Limit of yearly remuneration payable shall not exceed (Rupees)<\/td>\n<\/tr>\n
(i) Negative or less than 5 crores<\/td>\n	\n 60 lakhs<\/p>\n<\/td>\n<\/tr>\n
(ii) 5 crores and above but less than 100 crores<\/td>\n	\n 84 lakhs<\/p>\n<\/td>\n<\/tr>\n
(iii) 100 crores and above but less than 250<\/p>\n crores<\/td>\n	\n 120 lakhs<\/p>\n<\/td>\n<\/tr>\n
(iv) 250 crores and above<\/td>\n	120 lakhs plus <\/em>0.01% of the effective capital in excess of\u00a0Rs. 250 crores :<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Provided that the above limits shall be doubled if the resolution passed by the shareholders is a special resolution.<\/p>\n Explanation<\/em>.- It is hereby clarified that for a period less than one year, the limits shall be pro-rated. \n(B) In case of a managerial person who is functioning in a professional capacity, no approval of Central Government is\u00a0required, if such managerial person is not having any interest in the capital of the company or its holding company or\u00a0any of its subsidiaries directly or indirectly or through any other statutory structures and not having any direct or indirect\u00a0interest or related to the directors or promoters of the company or its holding company or any of its subsidiaries at any\u00a0time during the last two years before or on or after the date of appointment and possesses graduate level qualification\u00a0with expertise and specialised knowledge in the field in which the company operates:<\/p>\n Provided that any employee of a company holding shares of the company not exceeding 0.5% of its paid up share capital\u00a0under any scheme formulated for allotment of shares to such employees including Employees Stock Option Plan or by\u00a0way of qualification shall be deemed to be a person not having any interest in the capital of the company:<\/p>\n Provided further that the limits specified under items (A) and (B) of this section shall apply, if- \n(i) payment of remuneration is approved by a resolution passed by the Board and, in the case of a\u00a0company covered under sub-section (1) of section 178 also by the Nomination and Remuneration\u00a0Committee; \n(ii) the company has not committed any default in repayment of any of its debts (including public\u00a0deposits) or debentures or interest payable thereon for a continuous period of thirty days in the\u00a0preceding financial year before the date of appointment of such managerial person and in case of a\u00a0default, the company obtains prior approval from secured creditors for the proposed remuneration and\u00a0the fact of such prior approval having been obtained is \u00a0mentioned in the explanatory statement to the\u00a0notice convening the general meeting; \n(iii) an ordinary resolution or a special resolution, as the case may be, has been passed for payment of\u00a0remuneration as per the limits laid down in item (A) or a special resolution has been passed for\u00a0payment of remuneration as per item (B), at the general meeting of the company for a period not\u00a0exceeding three years. \n(iv) a statement along with a notice calling the general meeting referred to in clause (iii) is given to the\u00a0shareholders containing the following information, namely:-<\/p>\n I. General information: \n(1) Nature of industry \n(2) Date or expected date of commencement of commercial production \n(3) In case of new companies, expected date of commencement of activities as per project approved by\u00a0financial institutions appearing in the prospectus \n(4) Financial performance based on given indicators \n(5) Foreign investments or collaborations, if any.<\/p>\n II. Information about the appointee: \n(1) Background details \n(2) Past remuneration \n(3) Recognition or awards \n(4) Job profile and his suitability \n(5) Remuneration proposed \n(6) Comparative remuneration profile with respect to industry, size of the company, profile of the position and\u00a0person (in case of expatriates the relevant details would be with respect to the country of his origin) \n(7) Pecuniary relationship directly or indirectly with the company, or relationship with the managerial\u00a0personnel, if any. \nIII. Other information: \n(1) Reasons of loss or inadequate profits \n(2) Steps taken or proposed to be taken for improvement \n(3) Expected increase in productivity and profits in measurable terms<\/p>\n IV. Disclosures \nThe following disclosures shall be mentioned in the Board of Director\u2019s report under the heading \u201cCorporate\u00a0Governance\u201d, if any, attached to the financial statement: \n(i) all elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., of all the\u00a0directors; \n(ii) details of fixed component and performance linked incentives along with the performance criteria; \n(iii) service contracts, notice period, severance fees; and \n(iv) stock option details, if any, and whether the same has been issued at a discount as well as the period over\u00a0which accrued and over which exercisable. \nExplanation<\/em> : For the purposes of Section II of this part, \u201cStatutory Structure\u201d means any entity which is entitled to\u00a0hold shares in any company formed under any statute. \u201d. \n3. This notification shall come into force from the date of its publication in the official gazette.<\/p>\n [F. No. 1\/5\/2013 CL-V]<\/p>\n Ministry of Corporate Affairs<\/p>\n Note: Schedule V of the Companies Act, 2013 came into force with effect from the 1st April, 2014.<\/p>\n","protected":false},"excerpt":{"rendered":" NOTIFICATION New Delhi, the 12th September, 2016 S.O. 2922(E).\u2014In exercise of the powers conferred by sub-sections (1) and (2) of section 467 <\/p>\n","protected":false},"author":91,"featured_media":28141,"comment_status":"open","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"_jetpack_newsletter_access":"","_jetpack_dont_email_post_to_subs":false,"_jetpack_newsletter_tier_id":0,"_jetpack_memberships_contains_paywalled_content":false,"_jetpack_memberships_contains_paid_content":false,"footnotes":""},"categories":[4,13],"tags":[],"class_list":["post-70611","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-legislationupdates","category-statutes"],"yoast_head":"\n