COMPANIES (APPOINTMENT AND MANAGERIAL PERSONNEL RENUMERATION) RULES 2014.

 

COMPANIES (APPOINTMENT AND MANAGERIAL PERSONNEL RENUMERATION) RULES 2014.

1.These rules may be called the Companies (Appointment and Renumeration of Managerial Personnel) Rules, 2014.

2.  On the April 1st 2014 they shall come into force.

Definitions.

1. In these rules, unless  otherwise the context requires—
2. a.  “Act” means the 2013 Companies Act, (18 of 2013) ;
3. b. “Annexure” means these Annexure rules;
4. c. “Fees” means the companies specified fees for rules (Registration Offices and Fees) 2014;
5. d. “Form” or “e-form” means set forth Annexure form to these rules which shall be used  for the matter which it relates.
6. e, “Regional director” means appointed the Central Government in the Corporate Affairs Ministry as the  person Regional Director;
7. ” Section ” means section of the Act.
8. In these rules mentioned expressions and words but not defined and defined in the Act or in the Companies (Specification of Definition Details) Rules respectively, 2014  shall have the meanings in the Act assigned to
9. them and rules as mentioned.
10. Filing of return of appointment.
11. A company shall file a appointment return of a Managing Director, Whole Time Manager or Director; Chief Executive Officer(CEO), Company director and Chief financial officer within the sixty days appointment,in Form No. MR1. with the registrar for this purpose along with the fee as may be specified .
12. Sitting fees.
13.  A company may pay director sitting fee for the board to attend meetings or committees thereof, thereof such sum as may  by the Board of directors be decided that shall not exceed  rupees one lakhs per the meeting the board or thereof committee.
14. Provided that for Directors of women and Independent Directors, the sitting fee shall not be less than the sitting fee payable  to other directors.
15. Disclosure of the report of the board.
16. Every listed company in the  report of board shall disclose.
17. The renumeration ratio of director each to the renumeration median of the employees of the company for the financial year.
18. Each renumeration increase percentage of the director to the median renumeration of the company for the employees financial year;
19. The increase of  of each director percentage  Chief financial Officer, Chief Executive Officer, Company Manager or secretary, renumeration;  if any in the financial year;
20. the  increase of percentage in the median employees renumeration in the financial year.
21. The permanent number of employees on  the company rolls.
22. the relationship explanation between the increase of  renumeration average and  the company performance;
23. Each renumeration of the  Key Managerial Personnel comparison against the performance of the company;
24.  The company market capitalization variations, price earnings ratio as over decrease in the the market quotations  at the recent financial year closing date and prior financial year and  percentage  increase over  the market quotations decrease of the  shares of the company  to the rate in comparison at which came out the company with the last public offer  in the case of companies listed , and in the case of unlisted companies, the networth company variations as the close current financial year and the previous financial year average increase already percentile  made in the salaries of employee other than  in the last financial year managerial personnel and its comparison with the increase of percentile in the managerial renumeration and justification thereof and point out if there are exceptional circumstances for the increase in the managerial renumeration increase.
25. Each  of the key Managerial Personnel renumeration comparison against the performance of the company.
26. The renumeration key parameters  any variable component by the directors availed.
27. The renumeration ratio of the  director highest paid to that of the employees who are not directors but receive renumeration of the director in excess   during the year who is highest paid and
28. According to the company renumeration affirmation
29. Explanation — For this this rule purpose.
30. the expression “median” means the separating numerical value the  population higher half from the lower half and median of numbers which is in a finite list may be found all the observations by arranging from the lowest value or highest value and selecting the middle one;
31. if there is an  even number observations, the median shall be the  the middle values average that are two.
32. The Board’s report shall include showing a statement every company employee name who–
33. If employed the financial year throughout, was in renumeration receipt for that year in which the aggregate was less than rupees sixty lakhs.
34. If employed for the financial year part, was in renumeration receipt for the any of the part of year which in the aggregate per month at a rate which was not less than rupees five lakh per month.
35. If employed the financial year through out or thereof part ,was in receipt of renumeration in that year which, in the aggregate, or as the case may be,  which at the rate, in the aggregate, is in the excess of that drawn by the managing director or whole-time director  and holds by himself or manager or along with his spouse and dependent on children, not less than the company equity shares.
36. The  the sub-rule (2) statement reffered shall also include–]
37. the designation of the employee
38. received renumeration.
39. nature of employment, whether contractual or otherwise;
40. the experience of qualification or the employees;
41. commencement date of the employment;
42. such age of the employee;
43. held the last employment by such employee before joining the company
44. the equity percentage shares held by the company employee  of clause withing the meaning (iii) of sub-rule (2) above; and
45. whether any employee in a relative of any employee or  the company manager and if so, such director name or manager.
46. Provided that particulars posted of the employee and working of the company outside India, not being their relatives or directors, drawing more than sixty lakh rupees per financial year or per month five lakh rupees, the may be the case, decided by the board as may,  in the Board’s report to the members shall not be rotated, but but such particulars may be filed  with the Registrar of the Companies while filing the  Board Reports and the financial statements:
47. Any shareholders provide such particulars further shall be made available on a specific request made by him in writing before such Annual General meeting report wherein financial statements for the financial year relevant are declared  by shareholders to be adopted and such particulars shall be made available to the shareholders from  such request receipt date to the shareholders within seven days.
48. Even also provided in the case based on request received after the  Annual General meeting date completion, such particulars shall be made available to the shareholders from the receipt date  within seven days of such request.
49. The Central Government Application.
50. The central government or the  company  shall have regard namely the following matters:-
51. The financial company or the operating performances during the three preceding financial years.
52. Between the performance and renumeration difference
53. The renumeration proportionality principle within the company, by rating methodology ideally which compares the directors renumeration to that of other directors on the Board who receives employees and renumeration or the company executives.
54. whether for directors policy of renumeration differs from the renumeration policy for other employees and if so, for the difference, explanation.
55. The director held the securities , including options and pledged details of the shares as at the preceding financial year end.
56. Fees.
57. Under every applicant the central government did chapter XIII provisions in the Form No Mr2 shall be made and fee shall be accompanied  as may be specified for the purpose.
58. The companies other than listed companies and of a company subsidiaries listed may without Central Government approval  to its personnel managerial pay renumeration,  of without profit  in the event or which is beyond the profit specified inadequate ceiling in Section II, part II of schedule V, to complying subject with the following conditions namely:-
59. Renumeration payment  by passing the resolution is approved by the Board and in the company covered case under sub-section (1) of section 178 if any also the nomination, while doing the commitee of renumeration clear the record so reason in writing and for justification of payment of beyond renumeration beyond the limit said;
60. Of any default the repayment has not made by any company, company of any of its debts (including public deposits) or interest or thereon debentures payable preferences of shares and dividend on preference shares for a thirty days period continuous in the preceding financial year to such managerial personnel before the date of the payment.
61.  The shareholders special resolution approval, way at a general company meeting for payment of renumeration not exceeding three years for a period.
62. The general meeting notice along with the statement calling referred to clause (iii) of sub-rule (2) above, shall contain as per clause the information (iv) to clause of second proviso (B) of section II of Part II of Schedule V of the Act including justifications and renumeration reasons for payment beyond the limit said.
63. The registrar and the companies balance sheet annual return has filed the companies which are filed due to this.
64. Every such application of the central government shall be made seeking approval within the period of  nineteen days from such date of appointment within period of ninety days.
65. Key Managerial Personnel Appointment:
66.  Every company  having and every public company having  paid-up share-capital of rupees ten-crore listed or more shall have key whole-time managerial personnel .
67. Audit Report secretarial
68. Purpose for the sub-section (1) section 204 ,  other class of the companies shall be as under–
69. every public company have share-capital paid-up of rupees fifty crores or more; or
70. The Secretarial Audit Report Format shall be in the Form No. MR.3.
71. Company secretary duties.
72. The company secretary duties namely the following duties shall also be discharged:-
73. To give to the individual company directors and collectively ,  as they may require guidance such, to their responsibilities with regard, duties and powers.
74. to facilitate the meetings conveyance and attend general meetings, board  and maintain and committee these minutes meetings;
75. To get board approvals through general meetings, such other authorities and the Government are required under the provisions of the Act.
76. To obtain approvals from the general meeting, the board, such other government required authorities under the provisions of the ACT;
77. To represent different regulators prior and other authorities under the Act under this Act with the discharge of various duties in connection under the Act.
78. The company affairs assist and the board affairs to conduct;
79. ensuring board assistance and corporate governance advice which is good and in with complying the  corporate governance requirements and practices which are best; and
80.  Under the rule to mention other duties to discharge and act and
81.  Assign duties time to time.
82.