Please ensure that the following information/
documents (as applicable) is to be furnished while filing the application to
the Central Government under Section 269, 310, 198/309 of the Companies Act,
1956 (Appointment / re-appointment / payment of enhanced/ increased
remuneration/ same remuneration
1. Certified copy of
the resolution passed by the Board of Directors in favour of proposal;
2. Certified copy of
resolution passed by the Remuneration Committee along with the minutes of the
Remuneration Committee meeting. The composition and designation of the
Remuneration committee members and as to whether they are Non Whole Time
Independent Directors or Non Whole Time Non- Independent Directors of the Company
is also to be furnished.
3. Certified copy of
the Shareholders Special Resolution of the company in favour of proposal along
with notice and explanatory statement pursuant to Section 173(2) of the
Companies Act, 1956;
4. No Default
Certificate duly certified by the Company stating that “it has not made any
default in repayment of any of its debts (including pubic deposits) or
debentures or interest payable thereon for a continuous period of thirty days
in the preceding financial year before the date of appointment of such
managerial personnel”;
5. In case of default,
No Objection Certificate / Letter from the Banks/ lenders of the Company
clearly stating the purpose that it has no objection to appointment / re-appointment
/ payment of increased remuneration to Mr./Mrs._______________ as approved by
the Board of Directors and Members’ of the Company.
6. Auditors Certificate
pursuant to Section 274(1)(g) of the Companies Act, 1956;
7. Certified copy of
the Central Government earlier approval if any, regarding appointment and
payment of remuneration to MD/ Whole time Director/ Manager in cases of re-
appointment/increase in remuneration;
8. Certified copy of
each of the notices preferably paper cutting published in the daily English
Newspapers in English and daily Vernacular Language Newspaper in local language
of the district in which the Registered Office of the Company is situated in
pursuant of Section 640 B of the Companies Act, 1956;
9. Turnover, Net
Profit/ loss as computed under Section 198 of the Companies Act, 195, divided
pay out, if any and effective capital of the company for preceding three
financial years duly certified by Chartered Accountant in whole time practice.
10. The monetary value
of each of the perquisites and allowances and the total remuneration package to
be paid to the appointee year-wise, during the period of proposal;
11. If the appointee
falls under Ministry’s Notification No. GSR 534 (E) dated 14.07.2011, a certificate
is to be furnished by the Company Secretary of the company or Company Secretary
/ Chartered Accountant in whole time practice in the format given below.
“This is certified that Mr.
____________ (the appointee), Managing Director / Whole time Director / Manager
of the company falls under the Ministry’s Notification No. GSR 534 (E) dated
14.07.2011 as;
(i) He / she is not having any interest in the capital of the company
or its holding company, directly or indirectly or through any other statutory
structures and he / she is not having any direct or indirect interest or
related to the directors or promoters of the company or its holding company at
any time during last two years before or on the date of appointment;
(ii) He / she is having a graduate level qualification with expert and
specialized knowledge in the field of his profession”;
If
the appointee does not fall under above mentioned categories, then the number
of equity shares held by the appointee and / or allotted to the appointee under
any scheme meant for employees by the company including Employees Stock Option
Plan (ESOP) along with the percentage (%) of his shareholding to the total paid
up share capital of the company and face value of the shares held / allotted
along with the mode of acquisition of those shares.
12. Whether the
applicant company is a subsidiary (in case of Unlisted Company) of a listed
company. If so, the details thereof;
13. No. of managerial
personnel (managing directors/ whole time directors/ managers) in the company
and the total remuneration proposed to be paid each of them for the period of
proposed remuneration.
14. No. of managerial
personnel (managing directors/ whole time directors/ managers) and Non Whole
Time Directors of the Company and remuneration paid to each of them during the
preceding three financial years including % of net profit u/s 198 of the Act
and copy of Central Govt. approval obtained, if any, in respect to those
managerial personnel during the preceding three years.
15. Full and proper
justification in favour of the proposal.
16. An application under
Section 637(B) of the Act for condonation of delay together with requisite fee
if the application has not been made within 90 days of Date of Appointment;
17. Remuneration drawn
by the appointee in preceding three financial years indicating the name of the
organization and the position held by him.
18. Certified copy of
the order of BIFR together with copy of rehabilitation of scheme, if the
company is under BIFR;
19. Whether the
appointee was working as MD/ Whole time Director/ Manager in more one than one
company as provided for Section 316. If yes the remuneration drawn by him from
those companies during last 3 years and the working results as well as the
effective capital of those companies during last 3 financial years;
20. A copy of members’
resolution regarding appointment / re-appointment of the managerial personnel
where the application is for payment of enhanced remuneration.
21. Documentary proof
regarding compliance of the provisions of Section 269(2) of the Companies Act,
1956 at the time of appointment/ re-appointment of the proposed appointee.
22. Draft agreement
entered between the company and proposed appointee may be furnished, if any.
23. Comparative
remuneration profile with respect to industry, size of the company, profile of
the position and person (in case of expatriates the relevant details would be
w.r.t. the country of the origin).
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