The Ministry of Corporate Affairs (MCA) vide its Notification dated 18th March 2021 exercising powers conferred by sub-section (1) and (2) of section 467 of the Companies Act, 2013 amend the Schedule V of the Companies Act, 2013 which deals with “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”. Amendments are as follows:-
In Schedule V of the Companies Act, 2013, in PART II, under the heading “REMUNERATION”. –
(a) in Section I, in the first part, after the words “managerial person or persons”, the words “or other director or directors” shall be inserted;
(b) in Section (II)
i. after the words “managerial person”, wherever occurred, the words “or other director” shall be inserted;
ii. for Table (A): the following shall be substituted:-
| (1) | (2) | (3) | |
| SI. No. | Where the effective capital (in rupees) is | Limit of yearly remuneration payable shall not exceed (in Rupees) in case of a managerial person | Limit of yearly remuneration payable shall not exceed (in Rupees) in case of other director |
| (i) | Negative or less than Rs 5 Crores. | Rs 60 Lakhs | Rs 12 Lakhs |
| (ii) | Rs 5 Crores and above but less than Rs 100 Crores. | Rs 84 Lakhs | Rs 17 Lakhs |
| (iii) | Rs 100 Crores and above but less than Rs 250 Crores | Rs 120 Lakhs | Rs 24 Lakhs |
| (iv) | Rs 250 Crores and above. | Rs 120 Lakhs plus 0.01% of the effective capital in excess of Rs 250 Crores | Rs 24 Lakhs plus 0.01% of the effective capital in excess of Rs 250 Crores |
(c) in Section III :-
(i) after the words “managerial person”, wherever occurred, except in clause (i) of the proviso, the words “or other director” shall be inserted.
(ii) after the words “managerial persons”, wherever occurred, the words “or other directors” shall be inserted.
(iii) the following explanation shall be inserted at the end, namely:-
“Explanation – For the purposes of Section I, Section II, and Section III, the term “or other director” shall mean a non-executive director or an independent director.”
