July 2023

Recovery of remuneration in certain cases Without prejudice to any liability incurred under the provisions of this Act or any other law for the time being in force, where a company is required to re-state its financial statements due to fraud or non-compliance with any requirement under this Act and the rules made thereunder, the company shall recover from any past […]

Calculation of profits (1) In computing the net profits of a company in any financial year for the purpose of section 197,— (a) credit shall be given for the sums specified in sub-section (2), and credit shall not be given for those specified in sub-section (3); and (b) the sums specified in sub-section (4) shall be deducted, and those specified

Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits (1) 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. of the net profits of that company for that financial year computed in the manner laid down in section 198 except that

Appointment of managing director, whole-time director or manager 1) No company shall appoint or employ at the same time a managing director and a manager. 2[(2) No company shall appoint or re-appoint any person as its managing director, whole-time director or manager for a term exceeding five years at a time: Provided that no re-appointment shall be made earlier than one year before the expiry of

Prohibition on insider trading of securities Omitted] Amendments 1.Omitted by the Companies (Amendment )Act,2017 Original Content Notes *Amendment effective from 9th february 2018 Original Omitted Content – 195. (1) No person including any director or key managerial personnel of a company shall enter into insider trading: Provided that nothing contained in this sub-section shall apply to any communication required in

Prohibition on Forward Dealings in Securities Company by Director or key Managerial Personnel.  1[ Omitted] Amendment Omitted by the Companies (Amendment )Act,2017- Original Omitted Content Notes * Amendment effective from 9th february 2018  

Contract by One Person Company (1) Where One Person Company limited by shares or by guarantee enters into a contract with the sole member of the company who is also the director of the company, the company shall, unless the contract is in writing, ensure that the terms of the contract or offer are contained in a memorandum or are recorded in the minutes of the first

Restriction on Non-cash Transactions Involving Directors (1) No company shall enter into an arrangement by which— (a) a director of the company or its holding, subsidiary or associate company or a person connected with him acquires or is to acquire assets for consideration other than cash, from the company; or (b) the company acquires or is to acquire assets for consideration other than cash, from

Payment to Director for Loss of Office, etc., in Connection with Transfer of Undertaking, Property or Shares (1) No director of a company shall, in connection with — (a) the transfer of the whole or any part of any undertaking or property of the company; or (b) the transfer to any person of all or any of the shares

Contract of employment with managing or whole-time directions (1) Every company shall keep at its registered office,— (a) where a contract of service with a managing or whole-time director is in writing, a copy of the contract; or (b) where such a contract is not in writing, a written memorandum setting out its terms. (2) The copies of the contract or