remuneration and reappointment of CMD

pl. provide  comments

Hi,

Following points may help you to claify your problem:--

1. Section 198 of CA, 1956 deals with the overall remuneration to all the Board Members i.e MD, WTD, and other non-executive directors and maximum ceiling is 11 % of NP.

2.  Section 309 deals with the specific provisions of remuneration to MD, WTD and other directors subject to the provision of Section 198 of CA, 1956.

As per  Section 309  one MD or WTD may be paid upto 5 % of NP and all of them may be paid upto 10 % of NP. All other Directors (i.e. all Non- Executive Directors) may be paid upto 1 % of NP if there is any  MD or WTD. If no MD or WTD, then 3 % of NP may be paid.

Schedule XIII deals with provision related appointment and remuneration of Managerial Personnel(i.e. MD/WTD/Manager). It does not deals with provisions related to Non-Executive Directors.

The first part of Schedule XIII deals with certain conditions of appointmnet of Managerial Personnel. Second part deals with Remuneration. The relevance of Schedule XIII in respect of remuneration comes in respect of inadequacy of profits. In case of adequate profit, Schedule XIII has no relevance.

In case of inadequacy of profits, remuneration can be paid to Managerial Personnel as per the scale given in the Schedule subject to compliance of conditions specified therein.

In respect of MD aged 70 years or more, Special resolution is required to be passed. however the age is not required to be given in Resolution. The information given in explanatory statement will be enough.

 If u need any other clariffication, feel free to say....

Thanks & Regards

Rajeev Nayak