Managerial remuneraton as per companies act, 2013

the maximum ceiling for payment of managerial remuneration by a public company to its MD,WTD OR MGR. shall not exceed 11% of the net profit of the company computed as per sec198 in a particular f.y.
it can pay in excess of 11% of net profit with authority of shareholders n subject to the approval of CG.

individual limit:
not exceeding5% of NP if there is one MD orWTD or MANAGER
not exceeding 10% of there are more than one such directors etc.

According to section 197 of Companies Act, The total ( agregate) managerial remuneration payable by a public company to its director including MANAGING dIRECTOR, WHOLE TIME DIRECTOR AND MANAGER IN A FINANCIAL YEAR SHALL NOT EXCEED 11% OF THE NET PROFIT OF THE COMPANY. PROVIDED THAT COMPANY IN GENERAL MEETING AND ALSO WITH APPROVAL OF CENTRAL GOVERNMENT AUTHORIZE THE PAYMENT OF REMUNERATION EXCEEDING 11% OF THE NET PROFIT OF THE COMPANY, SUBJECT TO THE PROVISIONS OF SCHEDULE V

EXCEPT WITH APPROVAL OF COMPANY IN GENERAL MEETING, REMUNERATION PAYABLE TO ANY ONE MANAGING DIRECTOR OR WHOLE TIME DIRECTOR OR MANAGER SHALL NOT EXCEEC 5% OF BET PROFIT OF THE COMPANY AND 10% OF NET PROFIT OF COMPANY IF THERE IS MORE THAN ONE SUCH DIRECTOR.

iMPORTANT NOTE : AND SUCH A PERCENTAGE OF NET PROFIT SHALL BE EXCLUSIVE OF ANY FEES PAID TO DIRECTOR FOR ATTENDING BOARD MEETING OR COMMITTEE MEETING AS THE CASE MAY BE

Hello ,

 

Is there any circular for waiving the requirement of cg approval ??

 

please suggest

If a Public Company get pass the general meeting resolution for the same to increase the limit above 11% of net profit as on 21/05/2015 but not get the approval of CG in formMR-2 till now. what is the validity of that resolution?

What is the further proceedure should be adopted for the same, please clarify?

Thanks