Rule 7-Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 | Companies Act Integrated Ready Reckoner|Companies Act 2013|CAIRR (2024)

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13.1.7-Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014

7. Fees.-

(1) Every application made to the Central Government under the provisions of Chapter XIII shall be made in and shall be accompanied by fee as may be specified for the purpose.

The companies other than listed companies and subsidiary of a listed company may without Central Government approval pay remuneration to its managerial personnel, in the event of no profit or inadequate profit beyond ceiling specified in Section II,Part II of Schedule V,subject to complying with the following conditions namely:-

(i) payment of remuneration is approved by a resolution passed by the Board and, in the case of a company covered under sub-section (1) of section 178 also by the Nomination and Remuneration Committee, if any, and while doing so record in writing the clear reason and justification for payment of remuneration beyond the said limit;
(ii) the company has not made any default in repayment of any of its debts (including public deposits) or debentures or interest payable thereon preference shares and dividend on preference shares for a continuous period of thirty days in the preceding financial year before the date of payment to such managerial personnel;
(iii) the approval of shareholders by way of a special resolution at a general meeting of the company for payment of remuneration for a period not exceeding three years;
(iv) a statement along-with a notice calling the general meeting referred to clause (iii) of sub-rule (2) above, shall contain the information as per sub clause (iv) of second proviso to clause (B) of section II of part-II of Schedule V of the Act including reasons and justification for payment of remuneration beyond the said limit;
(v) the company has filed Balance Sheet and Annual Return which are due to be filed with the Registrar of Companies.

(3) Every such application seeking approval shall be made to the Central Government within a period of ninety days from the date of such appointment.

  1. Substituted vide MCA Notification dated 19.01.2023. To view the notification,Click Here. To view the return,Click Here.
  2. To view the return,Click Here

Omitted videCompanies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 20 18 dated 12th September,2018. To view the notification Click Here

MCA Notification dated 19.01.2023 regarding Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2023

Form MR-2 – Substituted vide MCA Notification dated 19.01.2023

Form No. MR.2 [Form is Substituted vide Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2018 dated 12.09.2018]

Rule 7-Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 | Companies Act Integrated Ready Reckoner|Companies Act 2013|CAIRR (2024)

FAQs

What is the rule 7 of companies appointment and remuneration of managerial personnel rules 2014? ›

7-Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014. (1) Every application made to the Central Government under the provisions of Chapter XIII shall be made in Form No. MR. 2 and shall be accompanied by fee as may be specified for the purpose.

What is the rule 7 of the companies incorporation rules 2014? ›

(7) Where an alteration of the memorandum results in the transfer of the registered office of a company from one State to another, a certified copy of the order of the Central Government approving the alteration shall be filed by the company with the Registrar of each of the States within such time and in such manner ...

What is the rule 7 of the Companies Act, 2013? ›

(g) the particulars of the interests of the persons mentioned in the articles as the first directors of the company in other firms or bodies corporate along with their consent to act as directors of the company in such form and manner as may be prescribed.

What is the rule 7 of companies management and Administration Rules 2014? ›

(7) In case of companies whose securities are listed on a stock exchange in or outside India, the particulars of any pledge, charge, lien or hypothecation created by the promoters in respect of any securities of the company held by the promoter including the names of pledgee/pawnee and any revocation therein shall be ...

What are the restrictions on managerial remuneration? ›

As per this, the total managerial remuneration that is to be paid in a financial year must not exceed 11% of the net profits of the company. The net profit is calculated in pursuance of the manner laid down in Section 198 of the Act of 2013.

What are the rules for appointment and remuneration of managerial personnel? ›

Section 197 of the Companies Act, 2013 prescribed the maximum ceiling for payment of managerial remuneration by a public company to its managing director whole-time director and manager which shall not exceed 11% of the net profit of the company in that financial year computed in accordance with section 198 except that ...

What is the rule 7 of the companies Accounts Rules 2014? ›

7. Transitional provisions with respect to Accounting Standards. - (1) The standards of accounting as specified under the Companies Act, 1956 (1 of 1956) shall be deemed to be the accounting standards until accounting standards are specified by the Central Government under section 133.

What is the rule 13 of companies rules 2014? ›

- (1) The following class of companies shall be required to appoint an internal auditor 1 [ which may be either an individual or a partnership firm or a body corporate ], namely:- (a) every listed company; (b) every unlisted public company having- (i) paid up share capital of fifty crore rupees or more during the ...

What is the rule 8 of companies rules 2014? ›

-(1) A name applied for shall be deemed to resemble too nearly with the name of an existing company, if, and only if, after comparing the names applied for with the name of an existing company by disregarding the matters set out in sub-rule (2), the names are same.

What is the rule 7 of Section 133 of the companies Act? ›

(7) Any company opting to apply the Indian Accounting Standards (Ind AS) voluntarily as specified in sub rule (1) for its financial statements shall prepare its financial statements as per the Indian Accounting Standards (Ind AS) consistently.

What is Rule 6 of companies Rules 2014? ›

(6) A One Person company can get itself converted into a Private or Public company after increasing the minimum number of members and directors to two or minimum of seven members and two or three directors as the case may be, and by maintaining the minimum paid-up capital as per requirements of the Act for such class ...

What are the provisions of Companies Act 2013? ›

The Companies Act, 2013 regulates appointment, qualification, remuneration, and retirement of directors of the Company. Aspects such as how to conduct Board Meetings and Shareholders Meetings. The preparation and presentation of annual accounts and the regular maintenance of books of accounts.

What is the rule 7 of companies incorporation rules 2014? ›

(7) No such company can convert voluntarily into any kind of company unless two years is expired from the date of incorporation of One Person Company, except threshold limit (paid up share capital) is increased beyond fifty lakh rupees or its average annual turnover during the relevant period exceeds two crore rupees.

What is Section 77 7 of the companies Act? ›

However, section 77(7) provides that proceedings to recover any loss suffered by a company for which a director may be held liable may not commence more than three years after the act or omission that gave rise to that liability.

What is rule 8 companies appointment and remuneration of managerial personnel rules 2014? ›

8-Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014. Every listed company and every other public company having a paid-up share capital of ten crore rupees or more shall have whole-time key managerial personnel.

What are the rules for appointment of KMP? ›

The appointment procedure for KMP is mentioned under Section 203 of the Companies Act, which is as under: The board must pass a resolution prior to appointing any full-time key management personnel, and the resolution must include the terms and conditions of appointment as well as remuneration.

What is Section 77 7 of the Companies Act? ›

However, section 77(7) provides that proceedings to recover any loss suffered by a company for which a director may be held liable may not commence more than three years after the act or omission that gave rise to that liability.

What is the rule 14 1 of the companies appointment of directors rules 2014? ›

14-Companies (Appointment and Qualification of Directors) Rules,2014. 1. Every director shall inform to the company concerned about his disqualification under sub-section (1) or sub-section (2) of section 164, if any, in Form DIR-8 before he is appointed or re-appointed. “

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