Remuneration, filing of return of appointment.



A company shall file a return of appointment of managing director, whole time manager or director, Chief executive officer (CEO) secretary of the company and chief financial officer (CEO) within the sixty days appointment with the registrar in Form No. MR 1. as may be indicated for the purpose with such fee as may be specified.

Sitting fees

A company may pay a sitting fee to a director for attending the board committees meetings, such sum by the directors board may be decided thereof exceed rupees one lakhs per the meeting of the board or thereof committee.

Provided that for the directors of women, independent directors, the fee sitting shall not be less than the sitting fee payable to other director.

Board’s report disclosure.

Every listed company in the report of the Board’s shall disclose.’

the ratio of each director remuneration to the remuneration of median of the company employees for the financial year.

The increase of percentage of each director in remuneration, Chief financial Officer, Chief executive officer,Manager or Company Secretary, if any, in the financial year.

The increase of percentage in the median of employees remuneration in the financial year;

the number of employees that are permanent on the rolls of the company;

The relationship explanation between average remuneration increase and performance of the company;

The remuneration comparison of the key managerial Personnel against the company performance;

variation in the capitalization of market of the company, earnings price ratio as at the current financial year closing date of the financial year which is current and prior financial year and increase of percentage over decrease in the quotations of market company shares in comparison to the rate at which the company came out with the public offer which is last of listed companies in case, and in case of companies that are unlisted, the variations of the company in the net-worth as at the close of the current and previous financial year.

Increase of average percentile made already in the employees salaries other than the personnel managerial in the last financial year and its comparison

with the percentile in the managerial remuneration increase and justification thereof and point out if there are circumstances which is exceptional for increase in the managerial remuneration;

Each remuneration comparison of the Key Managerial Personnel against the company performance.

the parameters of the key for any variable remuneration component availed by the directors.

The remuneration ratio of the director which is highest paid director to that of the employees who are not directors but remuneration to receive in the high paid director excess during the year; and

affirmation that the remuneration is as per the policy remuneration of the company.

Explanation — For the purpose of this rule:-

the expression “median” means the separating numerical value the higher

population which is half from the lower half and the numbers finite list median may be found by arranging all the observations from the highest value lowest value and middle one picking.

if there is observations even number, the median shall be the two middle values average.

The report of board’s shall include a statement showing the name of every company employee, who —

i, if employed throughout the financial year, was in remuneration receipt for that year any part, at a rate which , in the aggregate , was not minimum rupees five lakh per month;

ii, if employed of the financial year a part, was in remuneration receipt for that year which, in the aggregate, was not less than rupees sixty lakhs;

iii, if employed throughout the financial year or thereof part, was in receipt in that year of remuneration which, in the aggregate, as may be the case, at a rate which, in the aggregate, is in additional of that drawn by time director or by the managing director or whole-time director or manager or holds by himself along with his spouse and children dependant, not less than the company equity shares two percent.

The referred statement to in sub-rule (2) shall indicate also–

a, the employee designation;

ii, received remuneration;

iii, employment nature, whether contractual or otherwise

iv, qualifications and the employee experience;

v, date of employment commencement;

vi, such employee age;

vii, the final employee held by employee such before joining the company;

viii, the equity shares percentage held by the company employee within the meaning of clause (iii) of sub-rule (2) above; and

whether any employee such is any director relative or the company manager and if so, such director name or manager;

Provided that the employees particulars posted and working outside in a country not being their relatives or directors, drawing more than rupees sixty lakh per financial year, as may be the case, as may be decided by the board, to the members shall not be circulated in the board’s report to the members, but such particulars shall be filed with companies registrar while filing the financial statement and report of the boards.

Further provided that particulars such shall be made available to any shareholder on a request which is specific made by him in writing before such Annual General Meeting date wherein financial statements for the financial year which is relevant are proposed by shareholders to be adopted and particulars such shall be made available within three days by the company from the receipt date of such request form shareholders;

Also provided that in case of received request even after the completion date of Annual General Meeting, particulars such shall be available made to the shareholders within seven days from the receipt date of such request.

Central Government applications

The company or the Central Government shall have regard to the matters following, namely:-

the financial and the company operating performance during the three financial years.

the relationship between performance and remuneration;

the proportionality performance of remuneration within the company, ideally by rating methodology that compares the directors remuneration to that on the board of other directors who receives employees and remuneration or the company executives.

whether policy of remuneration for directors differs for other employees from remuneration policy and if so, for the difference of an explanation.

the director held by the securities, including options and the shares details pledged of the preceding financial year at the end.


Every application made to the Central Government under the Chapter Xiii provisions shall be made in Form No. MR.2 and shall be accompanied as may be specified for the purpose by the fee.

The companies other than companies listed and a listed company subsidiary may without the Central Government pay remuneration approval to its managerial personnel, no profit in the event ro profit which is inadequate beyond specified ceiling in Section II, Part II of schedule V, subject with the following conditions for complying namely:-

i, remuneration payment is approved by a passed resolution byt eh Board and int eh company case covered under sub-section (1) of section 178 also by the Remuneration and Nomination committee, if any, and while doing record so in writing the reason which is clear and justification for remuneration payment beyond the limit mentioned;

if the company has not made any default in repayment of any of its debts (including deposits of public) or debentures or payable interest thereon shares preference and dividend on shares preference for a continuous thirty days period in the preceding financial year before the payment date to such managerial personnel;

the shareholders approval by a way of special resolution of the company at the general meeting of remuneration for a period for payment not exceeding three years;

Along-with a statement a calling notice the referred general meeting to clause (iii) of sub-rule (2) above, must contain the information as per sub-clause (iv) of second proviso to clause (B) of section II of Part II of Schedule V of the Act including justification and reasons for remuneration payment beyond the limit said;

the company has filed Balance sheet and Annual Return which are due to be filed with the companies registrar.

Every application such seeking approval shall be made to the Central government within a ninety days period from such appointment date.

Appointment of key Managerial Personnel.

Every company listed and every public other company having paid-up share capital of rupees ten crores or more shall have full-time key managerial personnel.

Audit Report secretarial.

For the sub-section (1) purposes of section 204, the companies other class shall be as under—

a, every public company having share capital paid-up of rupees fifty crore or more; or

b, every public company having a turnover of rupees two hundred and fifty crores or more.

2. The Secretarial Audit Report format shall be in Form No. MR3.

Company secretary duties.

the company secretary duties shall also discharge, namely the following duties:-

to issue to the company directors, individually and collectively such protection may need, with regard to their duties, powers and responsibilities;

to facilitate convening meetings and attend Board, committee and general meetings and maintain meetings of these minutes;

to get form approvals of the board, general meeting, such other authorities and Government are needed under the provisions of the Act

to represent various regulators before and other authorities under the Act in connection of various duties with discharge under the Act;

to help the board in the conduct of the affairs of the company.

to advice and help the board in making corporate governance and in complying with the corporate governance requirements and that are best practices; and

other duties to be discharge such as have been indicated under the Act or rules;

other duties by the board such as may be assigned from time to time.

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