Amendment to Schedule V of the companies Act 2013 : Revised limit of remuneration payable to managerial person/ other directors in case of loss

There is a revision in remuneration payable to managerial person/other directors in case of loss. Amendment in schedule V of company act 2013 vide notification no.S.O. 1256(E) dated 18 March 2021.

“S.O. 1256(E).In exercise of the powers conferred by sub-sections (1) and (2) of section 467 of

the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following

amendments to Schedule V of the said Act, namely: —

2. In Schedule V of the Companies Act, 2013, in PART II, under the heading” REMUNERATION”.-

(a) in Section I, in the first para, after the words ―managerial person or persons‖, the words ―or “other director or directors” shall be inserted.

(b) in Section II, --

(i) after the words ―managerial person‖, wherever occurred, the words” or other director” shall

be inserted.

(ii) for Table (A): the following shall be substituted, namely.

 

Sl.No	Where the effective capital (in rupees) is	Limit of yearly remuneration payable shall not exceed (in Rupess) in case of a managerial person	Limit of yearly remuneration payable shall not exceed (in rupees) in case of other director
1.	Negative or less than 5 crores.	60 lakhs	12 Lakhs
2.	5 crores and above but less than 100 crores.	84 lakhs	17 Lakhs
3.	100 crores and above but less than 250 crores.	120 lakhs	24 Lakhs
4.	250 crores and above.	120 lakhs plus 0.01% of the effective capital in excess of Rs.250 crores:	24 Lakhs plus 0.01% of the effective capital in excess of Rs.250 crores

(c) in Section III, –

(i) after the words” managerial person”, wherever occurred, except in clause (i) of the proviso, the words” or other director” shall be inserted.

(ii) after the words” managerial persons”, wherever occurred, the words” or other directors” shall be inserted.

(iii) following explanation shall be inserted at the end, namely: -

“Explanation. – For the purposes of Section I, Section II and Section III, the term” or other Director” shall mean a non-executive director or an independent director.”

Effect of non filing of DIR3 KYC

Effect of non filing of DIR3 KYC

KYC of all Directors of all companies annually through a new eform viz. DIR-3

As part of updating its registry, MCA would be conducting KYC of all Directors of all companies annually through a new eform viz. DIR-3 KYC to be notified and deployed shortly. Accordingly, every Director who has been allotted DIN on or before 31st March, 2018 and whose DIN is in ‘Approved’ status, would be mandatorily required to file form DIR-3 KYC on or before 31st August,2018.

While filing the form, the Unique Personal Mobile Number and Personal Email ID would have to be mandatorily indicated and would be duly verified by One Time Password (OTP). The form should be filed by every Director using his own DSC and should be duly certified by a practicing professional (CA/CS/CMA). Filing of DIR-3 KYC would be mandatory for Disqualified Directors also.

After expiry of the due date by which the KYC form is to be filed, the MCA21 system will mark all approved DINs (allotted on or before 31st March 2018) against which DIR-3 KYC form has not been filed as ‘Deactivated’ with reason as ‘Non-filing of DIR-3 KYC’.

After the due date filing of DIR-3 KYC in respect of such deactivated DINs shall be allowed upon payment of a specified fee only, without prejudice to any other action that may be taken.

While filing the form, the Unique Personal Mobile Number and Personal Email ID would have to be mandatorily indicated and would be duly verified by One Time Password (OTP).

The form should be filed by every Director using his own DSC and should be duly certified by a practicing professional (CA/CS/CMA).

Filing of DIR-3 KYC would be mandatory for Disqualified Directors also.

After expiry of the due date by which the KYC form is to be filed, the MCA21 system will mark all approved DINs (allotted on or before 31st March 2018) against which DIR-3 KYC form has not been filed as ‘Deactivated’ with reason as ‘Non-filing of DIR-3 KYC’.

After the due date filing of DIR-3 KYC in respect of such deactivated DINs shall be allowed upon payment of a specified fee only, without prejudice to any other action that may be taken.

Corporate Assesses - Now PAN Card in the form of laminated card not required.

Now there is a no requirement of PAN in the form of a laminated card in case of corporate assesses.

It is clarified that PAN and TAN mentioned in the COI issued by MCA shall also be treated as sufficient proof of PAN and TAN for the said company assessees.

(Press release, Dated 14-04-2018)

In case of a company, an application for incorporation, allotment of Permanent Account Number (PAN) and allotment of Tax Deduction and Collection Account Number (TAN) may be made through a Common Application Form submitted to the Ministry of Corporate Affairs (MCA). In these cases, the Certificate of Incorporation (COI) issued by MCA contains a mention of both PAN and TAN.

Finance Act, 2018 amended section 139A of the Income-tax Act, 1961 removed the requirement of issuing PAN in the form of a laminated card. Hence, it is clarified that PAN and TAN mentioned in the COI issued by MCA shall also be treated as sufficient proof of PAN and TAN for the said company assessees.

Companies (Incorporation) fourth Amendment Rules, 2016 (Company law notification no. G.S.R. 936 (E ) , Dated 1st October, 2016)

Company incorporation fourth amendment rules, 2016 amend Companies (Incorporation) Rules, 2014.

Ø Amendment in sub rule 2 of Rule 33 (alteration of article)

The following shall be substituted

“(2) subject to the provision of sub-rule (1), for effecting the conversion of a public company into a private company, a copy of order of the Tribunal approving the alteration, shall be filed with the Registrar in Form No.INC-27 with fee together with the printed copy of altered articles within fifteen days from the date of receipt of the order from the Tribunal".

Earlier it is read as

“(2) A copy of order of the competent authority approving the alteration shall be filed with the Registrar in Form No. INC.27 with fee together with the printed copy of the altered articles within fifteen days of the receipt of the order from the Central Government.

Explanation.- For the purposes of this sub-rule, the term “competent authority” means, the Central Government.”

Ø New Rule 38 (Simplified Proforma for Incorporating Company Electronically (SPICE)) shall be inserted, with effect from 2^nd October 2016.

Ø New Rule 39 (Conversion of a company limited by guarantee into a company limited by shares) shall be inserted with effect from 1^st November 2016.

Ø Form No. INC-11B (Certificate of Incorporation pursuant to conversion of a company limited by guarantee into a company limited by shares) shall be inserted.

Ø Form No. INC -27 shall be amended (Conversion of public company into private company or private company into public company and conversion of unlimited liability company into a company a company limited by shares or guarantee or conversion of guarantee company into a company limited by shares).

Notification no. G.S.R. 936 (E ), Dated 1^st October, 2016.