Please help : Director's Remuneration by Company having no profit/ inadequate profits

[sajjala joshi]

Dear All,

 

Please find attached the press note issued by MCA on 8^th February, 2011 wherein the Company having no profits/inadequate profits need not go for Central Government approval and can pay remuneration to the Director’s exceeding the Scheduled XIII limits with prior approval only of Shareholder’s. Please confirm?

 

However such Company need to follow stipulated conditions of Schedule XIII mandatorily. Please note that the Company is unlisted public company and have effective Capital is Rs. 5,39,17,91,676/-.

 

Queries:-

 

1.       Based on the attached press note, the Company need not go for Central Gov approval?

2.       Schedule XIII-Part II-Section-II-Remuneration which A or B should the Company follow?

3.       Should Company form Remuneration Committee mandatorily?

4.       How many members are required to form such Remuneration Committee, whether independent/dependent/executive/non-executive (no provisions are given in its AOA)?

5.       Have anybody done this practically, I need to discuss few more practical aspects?

6.       Anybody have such General Meeting notice and explanatory statement format in prescribed format?

 

regards

Sajjala

[K. Sankara Subramanian]

On Mon, Dec 10, 2012 at 3:21 PM, sajjala joshi <sajjal...@gmail.com> wrote:

Dear All,

 

Please find attached the press note issued by MCA on 8^th February, 2011 wherein the Company having no profits/inadequate profits need not go for Central Government approval and can pay remuneration to the Director’s exceeding the Scheduled XIII limits with prior approval only of Shareholder’s. Please confirm?

 

However such Company need to follow stipulated conditions of Schedule XIII mandatorily. Please note that the Company is unlisted public company and have effective Capital is Rs. 5,39,17,91,676/-.

 

Queries:-

 

1.       Based on the attached press note, the Company need not go for Central Gov approval?

Yes, The Company need not go for Central Government approval

 

2.       Schedule XIII-Part II-Section-II-Remuneration which A or B should the Company follow?

                Depends upon the effective capital of your Company and quantum of payment. If your case falls in 'A' Remuneration Committee approval is sufficient and Company has not defaulted in repayment of debts/ public deposits/ debentures/ interests for the aforesaid for a continuous period of 0 days in the previous F.Y

 

3.       Should Company form Remuneration Committee mandatorily?

                Yes

4.       How many members are required to form such Remuneration Committee, whether independent/dependent/executive/non-executive (no provisions are given in its AOA)?

                Minimum 3 Non-Executive Directors including Nominee Directors

 

5.       Have anybody done this practically, I need to discuss few more practical aspects?

                I did it.

 

6.       Anybody have such General Meeting notice and explanatory statement format in prescribed format?

            Herewith attached

 

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With Regards
CS  K.Sankara Subramanian,
Company Secretary
Cethar Energy Limited

[K. Sankara Subramanian]

Depends upon the effective capital of your Company and quantum of payment. If your case falls in 'A' Remuneration Committee approval is sufficient and Company has not defaulted in repayment of debts/ public deposits/ debentures/ interests for the aforesaid for a continuous period of 30 days in the previous F.Y

On Mon, Dec 10, 2012 at 3:21 PM, sajjala joshi <sajjal...@gmail.com> wrote:

Sajjala

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[K. Sankara Subramanian]

Sorry for my earlier reply.
Remuneration Committee as per the Circular dated 8th February, 2011


However the minimum no. of Directors is not prescribed. Composition of WTD or NWTD has also not been clarified.

On Mon, Dec 10, 2012 at 3:21 PM, sajjala joshi <sajjal...@gmail.com> wrote:

Sajjala

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[sajjala joshi]

Dear Sir,

 

Thank You very much for sharing your valuable inputs.

 

Please note that I do not have remuneration committee, please guide if I should now form Remuneration Committee, in that case request you to please share with me (1) the resolution to form Remuneration Committee and (2) the Remnuneration committee Resolution for this purpose and also (3) a Board Resolution calling such EGM giving the resolution of the remuneration.

 

If possible can you please share your contact details with me so that If I have any queries and can seek explanation from you.

 

regards

Sajjala

[K. Sankara Subramanian]

hai sajjala

PFA