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Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016
July, 05th 2016
                                                        Part II, Section 3, sub-
[To be published in the Gazette oflndia, Extraordinary,
Section      (i)l

                                               Government of India
                                             Ministry of CorPorate Affairs

                                                                        New Delhi, ]odune,2016

                   exercise of the powers confened by sub-sections (1) and (2) of section
           G.S.R. .-ln
469 of the companies Act,2013 (18 of 2013), the central Government hereby makes the
following rules further to amend the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014,            namely:-

l. (l)
     These rules may be called the Companies (Appointment and Remuneration                       of
Managerial Personnel) Amendment Rules, 2016'

(2) They shall come into force from the date of their publication in the Official Gazette.

2. In the Companies (Appointment and Remuneration of Managerial Personnel) Rules' 2014'
 (hereinafter referred to as the principal rules),-

       (i)      in rule 3, the expression "Chief Executive Officer (CEO), Company Secretary
                and Chief Financial Officer (CFO)" shall be omitted.

 3.   in   rule 5 of the principal rules,-
  (a) in sub-rule     (l),   "clauses (v), (vi), (vii) and (ix) to (xi)" shall be omitted'
      (b) in sub-rule (2),-
           (a) for the words " the name of every employee of the company, who-"' the words
               .. the names of the top ten employees in terms of remuneration drawn and the
               name of every employee, who-" shall be substituted;

             (b) in sub-clause (i) for the words "sixty lakh rupees", the words "one crore and
                 two lakh rupees" shall be substituted;

             (c) in sub-clause (ii) for the words "five lakh rupees per month"' the words " eight
                 lakh and fifty thousand rupees per month" shall be substituted;

4. For Form MR-l of the principal rules, the following form shall   be substituted,
 Form No. MR-l                                                                       Return of a ppointment of
 [Pu6uant to Section t96 read with Section 197                                       managerial personnel
 and Schedule V of the Companies Act and
 purcudnt to Rule 3 of the Componies
 (Appointment ond Remunerdtion ol Managerial
 Personnel) Rules 20741

Form language o English o Hindi
Refer lnst.uction kit for filing the form.

    1   lal 'Corporale rdertit! n.mte.            {ClN) ol company

        (b) Glotral locatiot n[mher (GLN] of company

    2 ra) Name ol the conlpany

        {b) Address      ot the
               registered office
               ot lhe conrDany

    3 (a) 'Direc':or identrlicatlon nunlber {DlNi or Inconle-iar oerffanent account
                nrmDer iPANI or nremberslriD number


   4. -Designation o Manager o Managirig Director o Whole Time Director

   5 " Dale of lhe resolltion         by   tle   Doard of drreclors               

   6. 'Etfeclive date ot app'nim?nl                                               

        7. Terms and conditions including remuneration-

               (a) Remuneration         O        Per   month O        Per Annum

                             i.    Salary (ln Rs)
                            ii.    Perquisites (ln Rs.)
                           iii.    Others (In Rs.)
                           iv.     Total of (i) to (iii) (In Rs.)
         iDl' Tenufe of aFgointftteflt       From                              {O D r lfltul JY YYY   l
                                              To                                {ODiMt4rYYYYj

         icl other tenrs, if an!

    8, *(a) Whether the age of the appointee is more than 70       years       O yes       O     No

       (b) If yes, date of passing of special resolution by the shareholders approving the appointment L_____________J

       (c)   SRN   of related Form No. MGT-14 (for filing of Special Resolution)

   9. *(a) Whether the appointee had been convicted or detained under any of the Acts mentioned in Part I of Schedule V
             OYes O       No
       (b) If yes, Date of obtaining Central Government!
   10. x(a) Whether the approval for such appointment has been obtained from the members in general meeting O Yes O No
        (b) If yes, date of passrng the ."ro,u,,on   l------l
        (c) SRN of Form No. MGT-14 (for filing of Special Resolution)

   11. x (a) Whether the appointee has been disqualified for appointment of director under section 164 ofthe Act O Yes O No
      (b) If yes, give details

  1) *Copy of Board resolution;
 2) Copy of shareholders resolution;
                                                                           I -'"*l
 3) Copy of the Central government approval, if any; 4)* Copy of
                                                                           |.    ^,,"-      I
 letter of consent to act as Managing Director/Whole time
 Director/Manager ;
                                                                           I     ^""".      I
  5) Copy of certificate by the Nomination and Remuneration
 Committee of the company, if any, to the effect that the                  t^""*t
  remuneration is as per remuneration policy of the company

 6) Optional attachments, if any.                                          t;;;l
form and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in rEl[EE-i'lfrEsubject matter of
this form and matters incidental thereto have been complied with. I also declare that all the information given herein above is true,
correct and complete including the attachments to this form and nothing material has been suppressed.
*To be digitally signed     by    DSC


xDIN of the director; or DIN or PAN of the manager or CEO or CFO; or
Membership number of the company secretary

                                               Certificate by practicing professional
I declare that I have been duly engaged for the purpose of certification of this form. It is hereby certified that I
have gone through the provisions ofthe Companies Act, 2013 and Rules thereunder for the subject matter of this
form and matters incidental thereto and I have verified the above particulars (including attachment(s)) from the
original records maintained by the Company which is subject matter ofthis form and found them to be true, correct
and complete and no inlormation material to this form has been suppressed. I further cerlify that;
  a. The said records have been properly prepared, signed by the required officers of the Company and
      maintained as per the relevant provisions ofthe Companies Act,2013 and were found to be in order;
  b. All the required attachments have been completely and legibly attached to this form.

  "To   digitally signed by
         a Chartered accountant (in whole-time practice) or                   DSC BOX

         o Cost accountant (in whole-time practice) or
         o Company secretary (in whole+ime practice)
Whether associate or fellow a Associate n Fellow
Membership number

Note: Attention is drawn to provisions of Section 448 and 449 which provide for punishment for false statement   /
certificate and punishment for false evidence respectively.

     For office use only:

    eFornl Service reqLresl i.rmDer rSRN   )                            eFcrn tlling date            (DD/MM'YYYY)
    Thrs e-Form is hereby reg;stered
    Olgital signature ot the authorising       ofiicer I        ]   I

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