Secretarial Audit for Bigger Companies (1) Every listed company and a company belonging to other class of companies as may be prescribed shall annex with its Board’s report made in terms of sub-section (3) of section 134, a secretarial audit report, given by a company secretary in practice, in such form as may be prescribed. (2) It shall be the duty of the company to give […]

Appointment of Key Managerial Personnel. (1) Every company belonging to such class or classes of companies as may be prescribed shall have the following whole-time key managerial personnel,— (i) managing director, or Chief Executive Officer or manager and in their absence, a whole-time director; (ii) company secretary; and (iii) Chief Financial Officer : Provided that an individual shall not be appointed or reappointed as the chairperson of the company,

Compensation for Loss of Office of Managing or Whole-time Director or Manager (1) A company may make payment to a managing or whole-time director or manager, but not to any other director, by way of compensation for loss of office, or as consideration for retirement from office or in connection with such loss or retirement. (2) No payment shall

Forms of, and Procedure in Relation to, Certain Applications. (1) Every application made to the Central Government under 1[Section 196] this Chapter shall be in such form as may be prescribed. (2) (a) Before any application is made by a company to the Central Government under 2[Section 196], there shall be issued by or on behalf of the company a general notice to

Central Government or company to fix limit with regard to remuneration Notwithstanding anything contained in this Chapter, 1[Omitted] the Central Government or a company may, while according its approval under section 196, to any appointment or to any remuneration under section 197 in respect of cases where the company has inadequate or no profits, fix the remuneration within the limits specified in this Act, at such amount

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