Schedule V — Schedule V

(See sections 196 and 197)
PART I
CONDITIONS TO BE FULFILLED FOR THE APPOINTMENT OF A MANAGING OR
WHOLE-TIME DIRECTOR OR A MANAGER WITHOUT THE APPROVAL OF THE CENTRAL
GOVERNMENT APPOINTMENTS
No person shall be eligible for appointment as a managing or whole -time director or a manager
(hereinafter referred to as managerial person) of a company unless he satisfies the following conditions,
namely:—
(a) he had not been sentenced to imprisonment for any period, or to a fine exceeding one thousand
rupees, for the conviction of an offence under any of the following Acts, namely:—
(i) the Indian Stamp Act, 1899 (2 of 1899);
(ii) the Central Excise Act, 1944 (1 of 1944);
(iii) the Industries (Development and Regulation) Act, 1951 (65 of 1951);
(iv) the Prevention of Food Adulteration Act, 1954 (37 of 1954);
(v) the Essential Commodities Act, 1955 (10 of 1955);
1[(vi) the Companies Act, 2013 (18 of 2013) or any previous company law;]
(vii) the Securities Contracts (Regulation) Act, 1956 (42 of 1956);
(viii) the Wealth-tax Act, 1957 (27 of 1957);
(ix) the Income-tax Act, 1961 (43 of 1961);
(x) the Customs Act, 1962 (52 of 1962);
(xi) the Competition Act, 2002 (12 of 2003);
(xii) the Foreign Exchange Management Act, 1999 (42 of 1999);
(xiii) the Sick Industrial Companies (Special Provisions) Act, 1985 (1 of 1986);
(xiv) the Securities and Exchange Board of India Act, 1992 (15 of 1992);
(xv) the Foreign Trade (Development and Regulation) Act, 1922 (22 of 1922);
(xvi) the Prevention of Money-Laundering Act, 2002 (15 of 2003);
2[(xvii) the Insolvency and Bankruptcy Code, 2016 (31 of 2016);
(xviii) the Goods and Services Tax Act, 2017 (12 of 2017);
(xix) the Fugitive Economic Offenders Act, 2018 (17 of 2018).]
(b) he had not been detained for any period under the Conservation of Foreign Exchange and
Prevention of Smuggling Activities Act, 1974 (52 of 1974):
Provided that where the Central Government has given its approval to the appointment of a person
convicted or detained under sub-paragraph (a) or sub-paragraph (b), as the case may be, no further approval
of the Central Government shall be necessary for the subsequent appointment of that person if he had not
been so convicted or detained subsequent to such approval.
(c) he has completed the age of twenty-one years and has not attained the age of seventy years:

1. Subs. by Notification No. G.S.R. 2922(E), dated 12th September, 2016, for sub-paragraph (vi).
2. Ins. by Notification No. S.O. 4822(E), dated 12th September, 2018 (w.e.f. 12-9-2018).

Provided that where he has attained the age of seventy years; and where his appointment is approved
by a special resolution passed by th e company in general meeting, no further approval of the Central
Government shall be necessary for such appointment;
(d) where he is a managerial person in more than one company, he draws remuneration from one
or more companies subject to the ceiling provided in section V of Part II;
(e) he is resident of India.
Explanation I.—For the purpose of this Schedule, resident in India includes a person who has been
staying in India for a continuous period of not less than twelve months immediately preceding the date
of his appointment as a managerial person and who has come to stay in India,—
(i) for taking up employment in India; or
(ii) for carrying on a business or vacation in India.
Explanation II.—This condition shall not apply to the companies in Special Econ omic Zones as
notified by Department of Commerce from time to time:
Provided that a person, being a non-resident in India shall enter India only after obtaining a proper
Employment Visa from the concerned Indian mission abroad. For this purpose, such perso n shall be
required to furnish, along with the visa application form, profile of the company, the principal employer
and terms and conditions of such person’s appointment.
PART II
REMUNERATION
Section I.— Remuneration payable by companies having profits:
Subject to the provisions of section 197, a company having profits in a financial year may pay
remuneration to a managerial person or persons 1[or other director or directors] not exceeding the limits
specified in such section.
2[Section II.— Remuneration payable by companies having no profit or inadequate profit 3***:
Where in any financial year during the currency of tenure of a managerial person 1[or other director], a
company has no profits or its profits are inadequate, it may, 3***, pay remuneration to the managerial person
1[or other director] not exceeding the limits under (A) and (B) given below:—
4[(A):
(1) (2) (3)
SI. 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 abov e 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 Rs. 250 crores:
24 Lakhs plus 0.01% of the
effective capital in excess of
Rs. 250 crores:]

5[Provided that the remuneration in excess of above limits may be paid] if the resolution passed
by the shareholders is a special resolution.

1. Ins. by Notification No. S.O. 1256(E), dated 18th March, 2021 (w.e.f. 18-3-2021).
2. Subs. by Notification No. S.O. 2922(E), dated 12th September 2016, for Section II.
3. The words “without Central Government approval” omitted by Notification No. S.O. 4822(E), dated 12th September, 2018
(w.e.f. 12-9-2018).
4. Subs. by Notification No. S.O. 1256(E), for Table (A) dated 18th March, 2021 (w.e.f. 18 -3-2021).
5. Subs. by Notification No. S.O. 4822(E), for “Provided that the above limits shall be doubled” (w.e.f. 12-9-2018).

Explanation.— It is hereby clarified that for a period less than one year, the limits shall be pro-rated.
(B) In case of a managerial person who is functioning in a professional capacity, 1[remuneration as
per item (A) may be paid ], if such managerial person is not having any interest in the capital of the
company or its holding company or any of its subsidiaries directly or indirectly or throu gh any other
statutory structures and not having any direct or indirect interest or related to the directors or promoters
of the company or its holding company or any of its subsidiaries at any time during the last two years
before or on or after the date of appointment and possesses graduate level qualification with expertise and
specialised knowledge in the field in which the company operates:
Provided that any employee of a company holding shares of the company not exceeding 0.5% of its paid up share
capital under any scheme formulated for allotment of shares to such employees including Employees Stock Option
Plan or by way of qualification shall be deemed to be a person not having any interest in the capital of the company:
Provided further that the limits specified under items (A) and (B) of this section shall apply, if-
(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;
(ii) 2[the company has not committed any default in payment of dues to any bank or public financial
institution or non-convertible debenture holders or any other secured creditor, and in case of default,
the prior approval of the bank or public fin ancial institution concerned or the non -convertible
debenture holders or other secured creditor, as the case may be, shall be obtained by the company
before obtaining the approval in the general meeting;]
(iii) an ordinary resolution or a special resolution, as the case may be, has been passed for payment
of remuneration as per 3*** item (A) or a special resolution has been passed for payment of
remuneration as per item (B), at the general meeting of the company for a period not exceeding
three years.
(iv) a statement along with a notice calling the general meeting referred to in clause (iii) is given to
the shareholders containing the following information, namely:-
I. General information:
(1) Nature of industry
(2) Date or expected date of commencement of commercial production
(3) In case of new companies, expected date of commencement of activities as per project approved
by financial institutions appearing in the prospectus
(4) Financial performance based on given indicators
(5) Foreign investments or collaborations, if any.
II. Information about the appointee:
(1) Background details
(2) Past remuneration
(3) Recognition or awards
(4) Job profile and his suitability
(5) Remuneration proposed
(6) Comparative remuneration profile with respect to industry, size of the company, profile of the
position and person (in case of expatriates the relevant details would be with respect to the country of
his origin)
(7) Pecuniary relationship directly or indirectly with the company, or relationship with the managerial
personnel, if any.

1. Subs. by Notification No. S.O. 4822(E), dated 12th September, 2018, for “no approval of Central Government is required”
(w.e.f. 12-9-2018).
2. Subs. by ibid., for clause (ii) (w.e.f. 12-9-2018).
3. The words “the limits laid down in” omitted by ibid., (w.e..f 12-9-2018).

III. Other information:
(1) Reasons of loss or inadequate profits
(2) Steps taken or proposed to be taken for improvement
(3) Expected increase in productivity and profits in measurable terms
IV. Disclosures:
The following disclosures shall be mentioned in the Board of Director’s report under the heading “Corporate
Governance”, if any, attached to the financial statement:
(i) all elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., of all
the directors;
(ii) details of fixed component and performance linked incentives along with the performance criteria;
(iii) service contracts, notice period, severance fees; and
(iv) stock option details, if any, and whether the same has been issued at a discount as well as the period over
which accrued and over which exercisable.
Explanation: For the purposes of Section II of this part, “Statutory Structure” means any entity which is entitled
to hold shares in any company formed under any statute. ]
Section III. — Remuneration payable by companies having no profit or inadequate 1***profit in
certain special circumstances:
In the following circumstances a company may, 1***, pay remuneration to a managerial person 2[or
other director] in excess of the amounts provided in Section II above:—
(a) where the remuneration in excess of the limits specified in Section I or Section II is paid by any
other company and that other company is either a foreign company or has got the approval of its
shareholders in general meeting to make such payment, and treats this amount as managerial
remuneration for the purpose of section 197 and the total managerial remuneration payable by such
other company to its managerial persons including such amount or amounts is within permissible
limits under section 197.
3[(b) where the company—
(i) is a newly incorporated company, for a period of seven years from the date of its
incorporation, or
(ii) is a sick company, for whom a scheme of revival or rehabilitation has been ordered by the
Board for Industrial and Financial Reconstruction for a period of five years from the date of
sanction of scheme of revival, or
(iii) is a company in relation to which a resolution plan has been approved by the National
Company Law Tribunal under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) for a period
of five years from the date of such approval,
it may pay 4[any remuneration to its managerial persons 2[or other directors]].]
(c) where remuneration of a managerial person 2[or other director] exceeds the limits in Section II but
the remuneration has been fixed by the Board for Industrial an d Financial Reconstruction or the
National Company Law Tribunal:
Provided that the limits under this Section shall be applicable subject to meeting all the conditions
specified under Section II and the following additional conditions:—

1. The words “without Central Government approval” omitted by Notification No. S.O. 4822(E), dated 12th September, 2018
(w.e.f. 12-9-2018).
2. Ins. by Notification No. S.O. 1256(E), dated 18th March, 2021 (w.e.f. 18-3-2021).
3. Subs. by Act 31 of 2016, s. 255 and the Eleventh Schedule, for clause (b) (w.e.f. 15-11-2016).
4. Subs. by Notification No. S.O. 4822(E), dated 12th September, 2018, for “remuneration up to two times the amount permissible
under Section II” (w.e.f. 12-9-2018).

(i) except as provid ed in para ( a) of this Section, the managerial person is not receiving
remuneration from any other company;
(ii) the auditor or Company Secretary of the company or where the company has not appointed a
Secretary, a Secretary in whole -time practice, certifi es that all secured creditors and term
lenders have stated in writing that they have no objection for the appointment of the managerial
person 1[or other director] as well as the quantum of remuneration and such certificate is filed
along with the return as prescribed under sub-section (4) of section 196.
(iii) the auditor or Company Secretary or where the company has not appointed a secretary, a
secretary in whole-time practice certifies that there is no default on payments to any creditors,
and all dues to deposit holders are being settled on time.
2* * * * *
1[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.]
Section IV.— Perquisites not included in managerial remuneration:
1. A managerial person shall be eligible for the following perquisites which shall not be included in the
computation of the ceiling on remuneration specified in Section II and Section III:—
(a) contribution to provident fund, superannuation fund or annuity fund to the extent these either singly
or put together are not taxable under the Income-tax Act, 1961(43 of 1961);
(b) gratuity payable at a rate not exceeding half a month’s salary for each completed year of ser vice;
and
(c) encashment of leave at the end of the tenure.
2. In addition to the perquisites specified in paragraph 1 of this section, an expatriate managerial person
(including a non-resident Indian) shall be eligible to the following perquisites which shall not be included
in the computation of the ceiling on remuneration specified in Section II or Section III—
(a) Children’s education allowance: In case of children studying in or outside India, an allowance
limited to a maximum of Rs. 12,000 per month per child or actual expenses incurred, whichever is less.
Such allowance is admissible up to a maximum of two children.
(b) Holiday passage for children studying outside India or family staying abroad: Return holiday
passage once in a year by economy class or once in two years by first class to children and to the
members of the family from the place of their study or stay abroad to India if they are not residing in
India, with the managerial person.
(c) Leave travel concession: Return passage for self and family in accordance with the rules specified
by the company where it is proposed that the leave be spent in home country instead of anywhere in
India.
Explanation I.— For the purposes of Section II of this Part, “effective capital” means the aggregate
of the paid-up share capital (excluding share application money or advances against shares); amount, if
any, for the time being standing to the credit of share premium account; reserves and surplus (excluding
revaluation reserve); long-term loans and deposits repayable after one year (excluding working capital
loans, overdrafts, interest due on loans unless funded, bank guarantee, etc., and other short -term
arrangements) as reduced by the aggregate of any investments (except in case of investment by an
investment company whose principal business is acquisition of shares, stock, debentures or other
securities),accumulated losses and preliminary expenses not written off.
Explanation II.— (a) Where the appointment of the managerial person is made in the year in which
company has been incorporated, the effective capital shall be calculated as on the date of such
appointment;
(b) In any other case the effective capital shall be calculated as on the last date of the financial year
preceding the financial year in which the appointment of the managerial person is made.

1. Ins. by Notification No. S.O. 1256(E), dated 18th March, 2021 (w.e.f. 18-3-2021).
2. Clause (d) omitted by Notification No. S.O. 4822(E), dated 12th September, 2018 (w.e.f. 12-9-2018).

Explanation III.— For the purposes of this Schedule, “family” means the spouse, dependent children
and dependent parents of the managerial person.
Explanation IV.— The Nomination and Remuneration Committee while approving the remuneration
under Section II or Section III, shall—
(a) take into account, financial position of the company, trend in the industry, appointee’s
qualification, experience, past performance, past remuneration, etc.;
(b) be in a position to bring about objectivity in determining the remuneration package while
striking a balance between the interest of the company and the shareholders.
Explanation V.— For the purposes of this Schedule, “negative effective capital” means the effective
capital which is calculated in accordance with the provisions contained in Explanation I of this Part is
less than zero.
Explanation VI.— For the purposes of this Schedule:—
1* * * * *
(B) “Remuneration” means remuneration as defined in clause ( 78) of se ction 2 and includes
reimbursement of any direct taxes to the managerial person.
Section V. —Remuneration payable to a managerial person in two companies:
Subject to the provisions of sections I to IV, a managerial person shall draw remuneration from one or
both companies, provided that the total remuneration drawn from the companies does not exceed the higher
maximum limit admissible from any one of the companies of which he is a managerial person.
PART III
Provisions applicable to Parts I and II of this Schedule
1. The appointment and remuneration referred to in Part I and Part II of this Schedule shall be subject
to approval by a resolution of the shareholders in general meeting.
2. The auditor or the Secretary of the company or where the company is not r equired to appointed a
Secretary, a Secretary in whole-time practice shall certify that the requirement of this Schedule have been
complied with and such certificate shall be incorporated in the return filed with the Registrar under sub -
section (4) of section 196.
PART IV
The Central Government may, by notification, exempt any class or classes of companies from any of
the requirements contained in this Schedule.

1. Clause (A) omitted by Notification No S.O. 4822(E), dated 12th September, 2018 (w.e.f. 12-9-2018).