Remuneration to managerial person under Schedule XIII of the Companies Act, 1956 - Clarification with regard to payment for period.
April, 28th 2015
ceneral Circular No, O7l2O15
F. No. 1/5/2013-CL-V
Government of lndia
Ministry of Corporate Affairs
sth Floor, A Wing, Shastri Bhavan,
Dr R.P. Road, New Delhi
Dated: lOt! April, 2015
All Regional Directors,
AII Registrars of Companie s,
Subject Remureration to managerlal person uader Schedule )gII ofthe
Companies Act, 1956 - Clarifrcatlon wlth regard to palrment
Staleholders have drawn attention to the Drovisions of Schedule Xtll
(sixth proviso to Para (C) of Section ll of Part ll) of the Companies Act, 1956
(Earlier Act) and as clarihed vide Circular nwber 14l11/2O12-CL-VII dated
16th August,2012, which allowed listed companies and their subsidiaries to
pay remuneration, without approval of Central Government, in excess of limits
specified in para II Para (C) of such Schedule if the managerial person met the
conditions specified therein. Stakeholders have expressed that since similar
provisions are not available in the Schedule V of the Companies Act, 2013,
there is a need for a clarification that a managerial person appointed in
accordance with such provision of Schedule XIII of Earlier Act may receive
relevant remuneration for the period as approved by the company in
accordance with such provisions of Earlier Act.
2. The matter has been examined in the light of earlier clarifications on
transitional matters issued by the Ministry. It is clarified that a managerial
person referred to in para 1 above may continue to receive remuneration for
his remaining term in accordance with terms and conditions approved by
company as per relevant provisions of Schedule XIII of earlier Act even if the
part ofhis/her tenure falls after 1st April, 2014.
3. This issues with the aDproval of the comDetent authoritv.
(K. M. S.'l',laraj,anan)
Assistant Director (Policy)
l. e-Governance Section and web contents Officer to place this circular on
the Ministry website
2. Guard File.