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  1. Jun 1, 2021 · Section 197 of the Companies Act, 2013 Overall Maximum Managerial Remuneration and Managerial Remuneration In Case of Absence or Inadequacy of Profits. (1) Maximum amount of managerial remuneration. Total managerial remuneration payable by a public company, to –. in respect of any financial year shall not exceed 11% of the net profits of that ...

  2. THE COMPANIES ACT, 2013 _____ ARRANGEMENT OF SECTIONS _____ CHAPTER I PRELIMINARY SECTIONS 1. Short title, extent, commencement and application. 2. Definitions. CHAPTER II INCORPORATION OF COMPANY AND MATTERS INCIDENTAL THERETO 3. Formation of company. 4. Memorandum. 5. Articles. 6. Act to override memorandum, articles, etc. 7. Incorporation of ...

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    • Provided that the company in general meeting may, with the approval of the Central Government, authorise the payment of remuneration exceeding eleven per cent.
    • Provided further that, except with the approval of the company in general meeting,by a special resolution— (i) the remuneration payable to any one managing director; or whole-time director or manager shall not exceed five per cent.
    • Provided also that, where the company has defaulted in payment of dues to any bank or public financial institution or non-convertible debenture holders or any other secured creditor, the prior approval of the bank or public financial institution concerned or the non-convertible debenture holders or other secured creditor, as the case may be, shall be obtained by the company before obtaining the approval in the general meeting.
    • Provided that any remuneration for services rendered by any such director in other capacity shall not be so included if— (a) the services rendered are of a professional nature; and.
    • The total managerial remuneration payable by a public company, to its directors, including managing director and whole-time director, and its manager in respect of any financial year shall not exceed eleven per cent.
    • The percentages aforesaid shall be exclusive of any fees payable to directors under sub-section (5).
    • Notwithstanding anything contained in sub-sections (1) and (2), but subject to the provisions of Schedule V, if, in any financial year, a company has no profits or its profits are inadequate, the company shall not pay to its directors, including any managing or whole-time director or manager, by way of remuneration any sum exclusive of any fees payable to directors under sub-section (5) hereunder except in accordance with the provisions of Schedule V and if it is not able to comply with such provisions, with the previous approval of the Central Government.
    • The remuneration payable to the directors of a company, including any managing or whole-time director or manager, shall be determined, in accordance with and subject to the provisions of this section, either by the articles of the company, or by a resolution or, if the articles so require, by a special resolution, passed by the company in general meeting and the remuneration payable to a director determined aforesaid shall be inclusive of the remuneration payable to him for the services rendered by him in any other capacity:Provided that any remuneration for services rendered by any such director in other capacity shall not be so included if—
  3. Nov 4, 2023 · Learn how to calculate and limit the remuneration of directors of public and private companies in India according to Section 197 and Schedule V of the Companies Act, 2013. Find out the factors affecting the remuneration, such as profits, default, and approval of shareholders and creditors.

  4. Aug 1, 2023 · Section 197(11) of the Act of 2013 states that in cases of inadequate or no profits, provisions pertaining to increase or change in the remuneration shall have no effect unless they are in accordance with Schedule V of the Companies Act, 2013 and hence this Schedule has an overriding effect over the Section in certain conditions.

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  6. Sep 23, 2024 · Learn about the provisions of section 197 of the Companies Act 2013, which regulates the managerial remuneration of public companies in India. Find out the limits, conditions, exceptions and penalties for paying or receiving excessive or inadequate remuneration.

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