SCHEDULE VII |
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[Redundant after abolition of the system of managing
agents, secretaries and treasures by Act 17 of 1969, w.e.f.
3-4-1970] |
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SCHEDULE VIII |
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[Redundant after abolition of the system of managing
agents, secretaries and treasures by Act 17 of 1969, w.e.f.
3-4-1970] |
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[See Article 62 of the Table A and also section 176(6)]
Form of Proxy
I
GENERAL FORM
" .............................. Name of Company
I/We................................ of................................ in the district of.................................... being a member/members of the above-named Company hereby appoint......................... of....................... in the district of ............................. or failing him ............................... of............................... in the district of................................... as my/our proxy to vote for me/us, on my/our behalf at the Annual General Meeting / General Meeting (not being an annual general meeting) of the company to be held on the ............................. day of........................... and at any adjournment thereof.
Signed this............. day of.................... 20 ........... ".
II
FORM FOR AFFORDING MEMBERS AN OPPORTUNITY OF VOTING
FOR OR AGAINST A RESOLUTION
" ...................... Name of Company
I/We .................................. of .............................. in the district of ............................., being a member/members of the above-named Company, hereby appoint, ............... .................... in the district of .................................., or failing him, ................................. of ........................... in the district of ........................................, as my/our proxy to vote for me/us, on my/our behalf at the Annual General Meeting / General Meeting (not being an annual general meeting) of the company, to be held on the.................................day of.................... 20................... and at any adjournment thereof.
Signed this............. day of.......... 20......... ".
Note : This form is to be used in favour of / against the resolution. Unless otherwise instructed the proxy will act as he thinks fit.
(See sections 574 and 611)
Table of fees to be
paid to the Registrar
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Amount of fees to be paid Rs | |||||
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I. |
In respect of a company having a share capital
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1. |
For registration of a company whose nominal share capital
does not exceed Rs.1,00,000 |
4,000 |
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2. |
For registration of a company whose nominal
share capital exceeds Rs.1,00,000, the above fee of Rs.4,000 with the
following additional fees regulated according to the amount of nominal
capital:- |
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(a) |
for every Rs.10,000 of nominal share capital or part
of Rs.10,000 after the first Rs.1,00,000 up to Rs.5,00,000 |
300 |
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(b) |
for every Rs.10,000 of nominal share capital or part
of Rs.10,000 after the first Rs.5,00,000 up to Rs.50,00,000 |
200 |
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(c) |
for every Rs.10,000 of nominal share capital or part
of Rs10,000 after the first Rs.50,00,000 up to Rs1 crore |
100 |
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(d) |
for every Rs.10,000 of nominal share capital or part
of
Rs.10,000 after the first Rs1 crore |
50 |
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Provided
that where the additional fees, regulated according to the amount of the
nominal capital of a company, exceeds a sum of rupees two crores, the
total amount of additional fees payable for the registration of such
company shall not, in any case, exceed rupees two crores. |
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3. |
For filing a notice of any increase in the nominal
share capital of a company, the difference between the fees payable on the
increased share capital on the date of filing the notice for registration
of company and the fees payable on existing authorised capital, at the
rates prevailing on the date of filing the notice. |
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4. |
For registration of any existing company, except such
companies as are by this Act exempted from payment of fees in respect of
registration under this Act, the same fee is charged for registering a new
company. |
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5. |
For filing, registering or recording any document by
this Act required or authorised to be filed, registered or
recorded ? |
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(a) |
in respect of a company having a nominal share
capital of less than Rs.1,00,000. |
100 |
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(b) |
in respect of a company having a nominal share
capital of
Rs.1,00,000 or more but less than Rs.5,00,000 |
200 |
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(c) |
in respect of a company having a nominal
share capital of Rs.5,00,000 or more but less than
Rs.25,00,000 |
300 |
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(d) |
in respect of a company having a nominal share
capital of Rs.25,00,000 or more |
500 |
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6. |
For making a record of or registering any fact by
this Act required or authorised to be recorded or registered by the
Registrar ? |
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(a) |
in respect of a company having a nominal share
capital of less than Rs.1,00,000 |
100 |
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(b) |
in respect of a company having a nominal share
capital of
Rs.1,00,000 or more but less than Rs.5,00,000 |
200 |
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(c) |
in respect of a company having a nominal share
capital of Rs.5,00,000 or more but less than Rs.25,00,000 |
300 |
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(d) |
in respect of a company having a nominal
share capital of Rs.25,00,000 or more |
500 |
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II. |
In respect of a company not having a share
capital: |
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7. |
For registration of a company whose number of members
as stated in the articles of association, does not exceed 20 |
1,000 |
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8. |
For registration of a company whose number of
members
as stated in the articles of association, exceeds 20 but does not
exceed
100 |
2,500 |
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9.
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For registration of a company whose number of
members as stated in the articles of association, exceeds 100
but is not stated to be unlimited, the above fee of Rs.2,500 with an
additional Rs.10 for every 50 members, or less number than 50 members,
after the first 100. |
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10. |
For registration of a company in which the number of members is
stated in the articles of association to be unlimited. |
5,000 |
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11. |
For registration of any increase in the number of
members made after the registration of the company, the same fees as would
have been payable in respect of such increase, if such increase had
been stated in the articles of association at the time of
registration: Provided that no company shall be liable to pay on the whole
a greater fee than Rs.5,000 in respect of its number of members, taking
into account the fee paid on the first registration of the
company. |
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12. |
For registration of any existing company except such
companies as are by this Act exempted from payment of fees in respect of
registration under this Act, the same fee as is charged for registering a
new company. |
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13. |
For filing or registering any document by this Act
required or authorised to be filed or registered with the
Registrar. |
50 |
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14. |
For making a record of or registering any fact by
this Act required or authorised to be recorded or registered by
the Registrar. |
50 |
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(See section 406)
Form
in which sections 539 to 544 of Act are to apply to cases where an application,
is made under section 397 or 398
539. Penalty for falsification of books. - If with intent to defraud or deceive any person, any officer or member of a company in respect of which an application has been made under section 397 or 398 -
(a) destroys, mutilates, alters, falsifies or secrets any books, papers or securities, or is privy to the destruction, mutilation, alteration, falsification, or secreting of any books, papers or securities ; or
(b) makes, or is privy to the making of, any false or fraudulent entry in any register, books of account or document belonging to the company,
he shall be punishable with imprisonment for a term which may extend to seven years, and shall also be liable to fine.
540. Penalty for frauds by officers. - If any person, being at the time of the commission of the alleged offence, an officer of a company in respect of which the Company Law Board subsequently makes an order under section 397 or 398, -
(a) has, by false pretences or by means of any other fraud, induced any person to give credit to the company ;
(b) with intent to defraud creditors of the company, has made or caused to be made any gift or transfer of or charge on, or has caused or connived at the levying of any execution against the property of the company ; or
(c) with intent to defraud creditors of the company, has concealed or removed any part of the property of the company since the date of any unsatisfied judgment or order for payment of money obtained against the company, or within two months before that date ; he shall be punishable with imprisonment for a term which may extend to two years and shall also be liable to fine.
541. Liability where proper accounts not kept. - (1) Where an application has been made to the Company Law Board under section 397 or 398 in respect of a company, if it is shown that proper books of account were not kept by the company throughout the period of two years immediately preceding the making of the application, or the period between the incorporation of the company and the making of the application, whichever is shorter, every officer of the company who is in default shall, unless he shows that he acted honestly and that in the circumstances in which the business of the company was carried on, the default was excusable, be punishable with imprisonment for a term which may extend to one year.
(2) For the purposes of this section, proper books of account shall be deemed not to have been kept in the case of any company, if there have not been kept -
(a) such books of accounts as are necessary to exhibit and explain the transactions and financial position of the business of the company, including books containing entries made from day to day in sufficient detail of all cash received and all cash paid ; and
(b) where the business of the company has involved dealings in goods, statements of the annual stock takings and (except in the case of goods sold by way of ordinary retail trade) of all goods sold and purchased showing the goods and the buyers and sellers thereof in sufficient detail to enable those goods and those buyers and sellers to be identified.
542. Liability for fraudulent conduct of business. - (1) If in the course of the proceedings on an application made to the Company Law Board under section 397 or 398 in respect of a company, it appears that any business of the company has been carried on with intent to defraud creditors of the company, or any other persons, or for any fraudulent purpose, the Company Law Board may, if it thinks it proper so to do, declare that any persons who were knowingly parties to the carrying on of the business in the manner aforesaid shall be personally responsible, without any limitation of liability, for all or any of the debts or other liabilities of the company as the Company Law Board may direct.
(2) (a) Where the Company Law Board makes any such declaration, it may give such further directions as it thinks proper for the purpose of giving effect to that declaration.
(b) In particular, the Company Law Board may make provision for making the liability of any such person under the declaration a charge on any debt or obligation due from the company to him, or on any mortgage or charge or any interest in any mortgage or charge on any assets of the company held by or vested in him, or any person on his behalf, or any person claiming as assignee from or through the person liable or any person acting on his behalf.
(c) The Company Law Board may, from time to time, make such further order as may be necessary for the purpose of enforcing any charge imposed under this sub-section.
(d) For the purpose of this sub-section, the expression "assignee" includes any person to whom or in whose favour, by the directions of the person liable, the debt, obligation, mortgage or charge was created, issued or transferred or the interest was created, but does not include an assignee for valuable consideration (not including consideration by way of marriage) given in good faith and without notice of any of the matters on the ground of which the declaration is made.
(3) Where any business of a company is carried on with such intent or for such purpose as is mentioned in sub-section (1), every person who was knowingly a party to the carrying on of the business in the manner aforesaid, shall be punishable with imprisonment for a term which may extend to two years, or with fine which may extend to five thousand rupees, or with both.
(4) This section shall apply, notwithstanding that the person concerned may be criminally liable in respect of the matter on the ground of which the declaration is to be made.
543. Power of Company Law Board to assess damages against delinquent directors, etc. -
(1) If, in the course of the proceedings on an application made to the Company Law Board under section 397 or 398, it appears that any person who has taken part in the promotion or formation of the company, or any past or present director, managing agent, secretaries and treasurers, manager or officer of the company -
(a) has misapplied or retained or become liable or accountable for any money or property of the company ; or
(b) has been guilty of any misfeasance or breach of trust in relation to the company ; the Company Law Board may, on the application of any creditor or member, examine into the conduct of such person, director, managing agent, secretaries and treasurers, manager or officer aforesaid, and compel him to repay or restore the money or property or any part thereof respectively, with interest at such rate as the Company Law Board thinks just or to contribute such sum to the assets of the company by way of compensation in respect of the misapplication retainer, misfeasance or breach of trust as the Company Law Board thinks just.
(2) This section shall apply notwithstanding that the matter is one for which the person concerned may be criminally liable.
544. Liability under sections 542 and 543 to extend to partners or directors in firm or company. - Where a declaration under section 542 or an order under section 543 is or may be made in respect of a firm or body corporate, the Company Law Board shall also have power to make a declaration under section 542 or pass an order under section 543, as the case may be, in respect of any person who is a partner in that firm or a director of that body corporate.
(See section 644)
Enactments repealed
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Year |
No. |
Subject or
short title |
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1913 |
VII |
The Indian Companies Act, 1913. |
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1942 |
LIV |
The Registration of Transferred Companies
Ordinance. |
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1951 |
LII |
The Indian Companies (Amendment) Act, 1951. |
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1952 |
LI |
The Indian Companies (Amendment) Act, 1952. |
(See sections 198, 269, 310 and 311)
Conditions to be
fulfilled for the appointment of a managing or whole-time director or a manager
without the approval of the Central Government
Appointments
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No person shall be eligible for appointment as a
managing or whole-time director or a manager (hereinafter referred to as
managerial person) of a company unless he satisfies the following
conditions, namely :- | ||
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(a) |
he had not been sentenced to imprisonment for any
period, or to a fine exceeding one thousand rupees, for the conviction of
an offence under any of the following Acts, namely :- | |
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(i) |
the Indian
Stamp Act, 1899 (2 of 1899), |
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(ii) |
the Central
Excise and Salt Act, 1944 (1 of 1944), |
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(iii) |
the Industries
(Development and Regulation) Act, 1951 (65 of 1951), |
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(iv) |
the Prevention
of Food Adulteration Act, 1954 (37 of 1954), |
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(v) |
the Essential
Commodities Act, 1955 (10 of 1955), |
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(vi) |
the Companies
Act, 1956 (1 of 1956), (vii) the Securities Contracts (Regulation) Act,
1956 (42 of 1956), |
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(viii) |
the Wealth-tax
Act, 1957 (27 of 1957), |
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(ix) |
the Income-tax
Act, 1961 (43 of 1961), |
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(x) |
the Customs
Act, 1962 (52 of 1962), |
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(xi) |
the Monopolies
and Restrictive Trade Practices Act, 1969 (54 of 1969), |
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(xii) |
the Foreign
Exchange Regulation Act, 1973 (46 of 1973), |
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(xiii) |
the Sick
Industrial Companies (Special Provisions) Act, 1985 (1 of 1986), |
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(xiv) |
the Securities
and Exchange Board of India Act, 1992 (15 of 1992), |
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(xv) |
the Foreign
Trade (Development and Regulation) Act, 1992 (22 of 1992) ; |
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(b) |
he had not been detained for any period under the
Conservation of Foreign Exchange and Prevention of Smuggling Activities
Act, 1974 (52 of 1974) : | |
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Provided that where the Central Government has given
its approval to the appointment of a person convicted or detained under
sub-paragraph (a) or sub-paragraph (b), as the case may be, no further
approval of the Central Government shall be necessary for the subsequent
appointment of that person if he had not been so convicted or detained
subsequent to such approval ; | |
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[(c)* |
he has
completed the age of 25 years and has not attained the age of 70 years
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Provided that
where - |
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(i) |
he has not
completed the age of 25 years, but has attained the age of majority ;
or |
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(ii) |
he has attained the age of 70 years ; and where
his appointment is approved by a special resolution passed by the company
in general meeting, no further approval of the Central Government shall be
necessary for such appointment ; |
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(d) |
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where he is a managerial person in more than one
company he draws remuneration from one or more companies subject to the
ceiling provided in Section III of Part II; ] |
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(e) |
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he is resident
in India. |
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Explanation. - For the purpose of this
Schedule, resident in India includes a person who has been staying in
India for a continuous period of not less than twelve months immediately
preceding the date of his appointment as a managerial person and who has
come to stay in India,- |
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(i) |
for taking up
employment in India, or |
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(ii) |
for carrying
on a business or vocation in India. |
* Substituted by Notification No. GSR 418(E), dated
12-9-1996.
Remuneration
Section
I. - Remuneration payable by companies having
profits
Subject to the provisions of section 198
and section 309, a company profits in a financial year may pay any remuneration,
by way of salary, dearness allowance, perquisites, commission and other
allowances, which shall not exceed five per cent of its net profits for one such
managerial person, and if there is more than one such managerial person, ten per
cent for all of them together.
Section
II. - Remuneration payable by companies
having no profits or inadequate profits
*****
** ?1. Notwithstanding anything contained in this Part,
where in any financial year during the currency of tenure of the managerial
person, a company has no profits or its profits are inadequate, it may pay
remuneration to a managerial person by way of salary, dearness allowance,
perquisites and any other allowances,-
(A) not exceeding the ceiling limit of Rs.24,00,000 per
annum or Rs.2,00,000 per month calculated on the following scale :-
Where the effective capital of
Monthly remuneration payable shall not exceed
Company is (Rupees)
(i) less than rupees 1 crore 75,000
(ii) rupees 1 crore or more but
1,00,000
less than rupees 5 crores
(iii) rupees 5 crores or more but
1,25,000
less than rupees 25 crores
(iv) rupees 25 crores or more but
1,50,000
less than rupees 50 crores
(v) rupees 50 crores or more but
1,75,000
less than rupees 100 crores
(vi) rupees 100 crores or more
2,00,000 :
Provided that
the ceiling limits specified under this sub-paragraph shall apply, if ?
(i) payment of remuneration is
approved by a resolution passed by the Remuneration Committee;
(ii) the company has not made any
default in repayment of any of its debts (including public 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
person.
(B) not exceeding the ceiling limit of Rs.48,00,000 per
annum or Rs.4,00,000 per month calculated on the following scale :-
Where the effective capital of
Monthly remuneration payable shall not exceed
Company is (Rupees)
(i) less than rupees 1 crore 1,50,000
(ii) rupees 1 crore or more but
2,00,000
less than rupees 5 crores
(iii) rupees 5 crores or more but
2,50,000
less than rupees 25 crores
(iv) rupees 25 crores or more but
3,00,000
less than rupees 50 crores
(v) rupees 50 crores or more but
3,50,000
less than rupees 100 crores
(vi) rupees 100 crores or more
4,00,000 :
Provided that the ceiling limits specified under this
sub-paragraph shall apply, if ?
(i) payment of remuneration is approved by a resolution
passed by the Remuneration Committee;
(ii) the company has not made any
default in repayment of any of its debts (including public 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
person;
(iii) a special
resolution has been passed at the general meeting of the company for payment of
remuneration for a period not exceeding three years;
(iv) a statement along with a
notice calling the general meeting referred to in clause (iii) is given to the
shareholders containing the following information, namely; -
I. General Information :
(1) Nature of industry
(2) Date or expected date of commencement of commercial
production
(3) In case of new companies, expected
date of commencement of activities as per project approved by financial
institutions appearing in the prospectus.
(4)
Financial performance based on given indicators
(5) Export performance and net foreign exchange
collaborations
(6) Foreign investments or
collaborators, if any.
II. Information about the appointee :
(1) Background details
(2) Past remuneration
(3)
Recognition or awards
(4) Job profile and his
suitability
(5) Remuneration proposed
(6) 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 his
origin)
(7) Pecuniary relationship directly or
indirectly with the company, or relationship with the managerial personnel, if
any.
III. Other
information :
(1) Reasons
of loss or inadequate profits
(2) Steps taken or
proposed to be taken for improvement
(3) Expected
increase in productivity and profits in measurable terms.
IV. Disclosures :
(1) The shareholders of the
company shall be informed of the remuneration package of the managerial
person.
(2) The following
disclosures shall be mentioned in the Board of director?s report under the
heading ?Corporate Governance?, if any, attached to the annual report :
-
(i) All elements of
remuneration package such as salary, benefits, bonuses, stock options, pension
etc. of all the directors;
(ii) Details of fixed
component and performance linked incentives along with the performance criteria
;
(iii) Service contracts, notice period,
severance fees;
(iv) Stock option details, if any,
and whether the same has been issued at a discount as well as the period over
which accrued and over which exercisable.
(C)
exceeding the ceiling limit of Rs.48,00,000 per annum or Rs.4,00,000 per month
calculated on the following scale :-
Where the effective capital of Monthly remuneration payable
exceeds
Company is (Rupees)
(i) less than rupees 1 crore
1,50,000
(ii) rupees 1
crore or more but 2,00,000
less than rupees 5
crores
(iii) rupees 5
crores or more but 2,50,000
less than rupees 25
crores
(iv) rupees 25
crores or more but 3,00,000
less than rupees 50
crores
(v) rupees 50
crores or more but 3,50,000
less than rupees 100
crores
(vi) rupees 100
crores or more 4,00,000 :
Provided that the ceiling limits specified under this
sub-paragraph shall apply, if ?
(i) payment of remuneration is approved by a resolution
passed by the Remuneration Committee;
(ii) the company has not made any default in repayment of
any of its debts (including public 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 person;
(iii) a special resolution has
been passed at the general meeting of the company for payment of remuneration
for a period not exceeding three years;
(iv) a statement along with a notice calling the general
meeting referred to in clause (iii) is given to the shareholders containing the
following information, namely; -
I. General Information :
(1) Nature of industry
(2)
Date or expected date of commencement of commercial production
(3) In case of new companies, expected date of commencement
of activities as per project approved by financial institutions appearing in the
prospectus.
(4) Financial performance based on
given indicators
(5) Export performance and net
foreign exchange collaborations
(6) Foreign
investments or collaborators, if any.
II. Information about the appointee :
(1) Background details
(2) Past remuneration
(3)
Recognition or awards
(4) Job profile and his
suitability
(5) Remuneration proposed
(6) 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 his
origin)
(7) Pecuniary relationship directly or
indirectly with the company, or relationship with the managerial personnel, if
any.
III. Other
information :
(1) Reasons
of loss or inadequate profits
(2) Steps taken or
proposed to be taken for improvement
(3) Expected
increase in productivity and profits in measurable terms.
IV. Disclosures :
(1) The shareholders of the
company shall be informed of the remuneration package of the managerial
person.
(2) The following
disclosures shall be mentioned in the Board of director?s report under the
heading ?Corporate Governance?, if any attached to the annual report :
-
(i) All elements of
remuneration package such as salary, benefits, bonuses, stock options, pension
etc. of all the directors;
(ii) Details of fixed
component and performance linked incentives along with the performance criteria
;
(iii) Service contracts, notice period,
severance fees;
(iv) Stock option details, if any,
and whether the same has been issued at a discount as well as the period over
which accrued and over which exercisable.
Provided further that the conditions specified in
sub-paragraph (C) shall apply in the case the effective capital of the company
is negative.
Provided
also that the prior approval of the Central Government is obtained for payment
of remuneration on the above scale.
** Substituted by Notification No.G.S.R. 36(E) dated
16.01.2002
2. A managerial person shall also be eligible to the
following perquisites which shall not be included in the computation of the
ceiling on remuneration specified in paragraph 1 of this section:
(a) contribution
to provident fund, super-annuation fund or annuity fund to the extent these
either singly or put together are not taxable under the Income-tax Act,
1961,
(b) gratuity
payable at a rate not exceeding half a month's salary for each completed year of
service, and
(c) encashment
of leave at the end of the tenure.
3. In addition to the perquisites specified in paragraph 2
of this section, an expatriate managerial person (including a non-resident
Indian) shall be eligible to the following perquisites which shall not be
included in the computation of the ceiling on remuneration specified in
paragraph 1 of this section:
(a) Children's education
allowance: In case of children studying in
or outside India, an allowance limited to a maximum of Rs.5,000 per month per
child or actual expenses incurred, whichever is less. Such allowance is
admissible upto a maximum of two children.
(b) Holiday passage for children
studying outside India/ family staying abroad: Return holiday passage once in a year by economy
class or once in two years by first class to children and to the members of the
family from the place of their study or stay abroad to India if they are not
residing in India with the managerial person.
(c) Leave travel concession:
Return passage for self and family in accordance with the rules specified by the
company where it is proposed that the leave be spent in home country instead of
anywhere in India.
Explanation I. - For the
purposes of section II of this Part, "effective capital" means the aggregate of
the paid-up share capital (excluding share application money or advances against
shares); amount, if any, for the time being standing to the credit of share
premium account; reserves and surplus (excluding revaluation reserve); long-term
loans and deposits repayable after one year (excluding working capital loans,
over-drafts, interest due on loans unless funded, bank guarantee, etc., and
other short-term arrangements) as reduced by the aggregate of any investments
(except in the case of investment by an investment company whose principal
business is acquisition of shares, stock debentures or other securities),
accumulated losses and preliminary expenses not written off.
Explanation II.-
(a) Where the appointment of the
managerial person is made in the year in which company has been incorporated,
the effective capital shall be calculated as on the date of such
appointment;
(b) In any other case, the effective
capital shall be calculated as on the last date of the financial year preceding
the financial year in which the appointment of the managerial person is
made.
Explanation III.-
For the purposes of section II of this Part, family means
the spouse, dependent children and dependent parents of the managerial
person.
******
** ?Explanation IV :- For the
purposes of this section, ?Remuneration Committee? means that a committee which
consists of at least three non-executive independent directors including nominee
director or nominee directors, if any.
Explanation V :- For the purposes of this clause, the
Remuneration Committee while approving the remuneration under this section,
shall,-
(a) take into account, financial position
of the company, trend in the industry, appointee?s qualification, experience,
past performance, past remuneration etc.
(b) be in
a position to bring about objectivity in determining the remuneration package
while striking a balance between the interest of the company and the
shareholders.
Explanation
VI :- for the purposes of Paragraph 1, ? negative effective capital? means the
effective capital which is calculated :-
(a) in
accordance with the provisions contained in Explanation I of this Part;
(b) less than zero?.
** Inserted by Notification No.G.S.R. 36(E) dated
16.01.2002
Section III -
Remuneration payable to a managerial person in two companies
Subject to the provisions of section I and II, a managerial
person shall draw remuneration from one or both companies, provided that the
total remuneration drawn from the companies does not exceed the higher maximum
limit admissible from any one of the companies of which he is a managerial
person.]
Provisions
applicable to Parts I and II of this Schedule
1. The appointment and remuneration
referred to in Parts I and II of this Schedule shall be subject to approval by a
resolution of the shareholders in general meeting.
2. The auditor or the secretary of the
company or where the company has not appointed a secretary, a secretary in
whole-time practice shall certify that the requirements of this Schedule have
been complied with and such certificate shall be incorporated in the return
filed with the Registrar under sub-section (2) of section 269.]
Note
:- The Principal Schedule was inserted by the Companies (Amendment) Act, 1988
vide GSR No. 559(E) dated 10.06.98 and subsequently amended vide -
(i)
GSR 784 (E) dated 13.07.1988
(ii)
GSR 723 (E) dated 18.09.1990
(iii)
GSR 510 (E) dated 14.07.1993
(iv)
GSR
48 (E) dated 01.02.1994
(v)
GSR 418 (E) dated 12.09.1996
(vi)
GSR 215 (E) dated 02.03.2000