PART V

MANAGERIAL REMUNERATION- CEILING AND REGULATION

1. TO INCREASE THE REMUNERATION PAYABLE TO ANY OF YOUR COMPANY’S MANAGERIAL PERSONNEL.

2. TO INCREASE REMUNERATION OF THE IRECTORS OF YOUR COMPANY.

3. TO PAY INCREASED REMUNERATION WITHOUT GOVERNMENT APPROVAL.

4. TO PAY INCREASED REMUNERATION TO MANAGERIAL PERSONNEL APPOINTED BEFORE 15^TH JUNE, 1998.

5. TO FIX REMUNERATION OF MANAGING /WHOLE –TIME DIRECTOR .

6. TO PAY MANAGERIAL REMUNERATION WITHOUT GOVRNMENT APPROVAL.

7. TO PAY REMUNERATION WITH GOVERNMENT’S APPROVAL

8. TO INCREASE THE SITING FEES OF DIRECTORS BEYOND PRESCRIBED LIMITS

9. TO PAY MINIMUM REMUNERATION TO MANAGERS OR DIRECTORS OR MANAGING /WHOLE TIME DIRECTORS IN CASE YOUR COMPANY IS SICK.

10. TO APPOINT AND PAY REMUNERATION TO MANAGERILA PERSONNEL WITHOUT SEEKING GOVERNMENT’S APPROVAL.

11. TO PAY REMUNERATION IN EXCESS OF THE NORMAL CEILING UNDER THE GUIDELINES ON MANAGERIAL REMUNERATION TO EXPATRIATE DIRECTOR.

12. TO APPLY FOR WAIVER OF RECOVERY OF REMUNERATION RECEIVED BY A DIRECTOR IN EXCESS OF THE LIMITS SPECIFIED BY SECTION 309 OR WITHOUT THE PRIOR SANCTION OF THE CENTRAL GOVERNMENT.

13. TO REMUNERATE DIRECTORS BY PAYING ONE PERCENT OR THREE PERCENT OF THE NET PROFITS OF YOUR COMPANY.

14. TO PAY REMUNERATION TO DIRECTORS IN EXCESS OF ONE PERCENT OR THREE PERCENT OF THE NET PROFITS OF YOUR COMPANY.

15. TO PAY REMUNERATION TO A DIRECTOR IN ANY OTHER CAPACITY.

16. TO CALCULATE DEPRECIATION FOR ARRIVING AT NET PROFITS FOR PURPOSES OF MANAGERIAL REMUNERATION.

17. TO COMPENSATE MANAGING /WHOLE TIME DIRECTOR OR TO A DIRECTOR HOLDING THE OFFICE OF A MANAGER FOR LOSS OF OFFICE ETC.

18. TO MAKE PAYMENT TO DIRECTORS FOR LOSS OF OFFICE, ETC., IN CONNECTION WITH TRANSFER OF UNDERTAKING OR PROPERTY.

19. TO MAKE PAYMENT TO DIRECTORS FOR LOSS OF OFFICE., ETC ., IN CONNECTION WITH TRANSFER OF SHARES.

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