Amendments in Part II of Schedule V of the Companies Act w.r.t. director’s remuneration

The MCA vide Notification No. S.O. 1256 (E), dated March 18, 2021, has issued amendments to Schedule V to the Companies Act, 2013 (“Companies Act”), in Part II that deals with the remuneration, in a following manner:

  • The words “or other director” has been added after the words “managerial person”, wherever occurred, in Section I, Section II and Section III of Part II of Schedule V to the Companies Act (except in clause (i) of the proviso to Section III of Part II of Schedule V to the Companies Act)
  • Further, in Section III of Part II of Schedule V to the Companies Act, an explanation has been added stating “For the purposes of Section I, Section II and Section III of Schedule V to the Companies Act that the term “or other director” shall mean a non-executive director or an independent director”.
  • Revised limit of maximum remuneration payable by companies having no profit or inadequate profit to managerial person and other director in a following manner as below:

Sl. 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 5 crores.

60 lakhs

12 Lakhs

(ii)

5 crores and above but less than 100 crores.

84 lakhs 17 Lakhs
(iii)

100 crores and above but less than 250 crores.

120 lakhs

24 Lakhs

(iv)

250 crores and above.

120 lakhs plus 0.01% of the effective capital in excess of ₹ 250 crores:

24 Lakhs plus 0.01% of the effective capital in excess of ₹ 250 crores:

The Notification can be accessed at: http://www.mca.gov.in/Ministry/pdf/AmendmentNotification_18032021.pdf

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