205. Functions of company secretary (1) The functions of the company secretary shall include,— (a) to report to the Board about compliance with the provisions of this Act, the rules made thereunder and other laws applicable to the company; (b) to ensure that the company complies with the applicable secretarial standards; (c) to discharge such
204. Secretarial audit for bigger companies (1) Every listed company and a company belonging to other class of companies as may be prescribed shall annex with its Board’s report made in terms of sub-section (3) of section 134, a secretarial audit report, given by a company secretary in practice, in such form as may be
203. Appointment of key managerial personnel (1) Every company belonging to such class or classes of companies as may be prescribed shall have the following whole-time key managerial personnel,— (i) managing director, or Chief Executive Officer or manager and in their absence, a whole-time director; (ii) company secretary; and (iii) Chief Financial Officer : Provided
202. Compensation for loss of office of managing or whole-time director or manager (1) A company may make payment to a managing or whole-time director or manager, but not to any other director, by way of compensation for loss of office, or as consideration for retirement from office or in connection with such loss or
201. Forms of, and procedure in relation to, certain applications (1) Every application made to the Central Government under this Chapter shall be in such form as may be prescribed. (2) (a) Before any application is made by a company to the Central Government under any of the sections aforesaid, there shall be issued
200. Central Government or company to fix limit with regard to remuneration Notwithstanding anything contained in this Chapter, the Central Government or a company may, while according its approval under section 196, to any appointment or to any remuneration under section 197 in respect of cases where the company has inadequate or no profits, fix
199. Recovery of remuneration in certain cases Without prejudice to any liability incurred under the provisions of this Act or any other law for the time being in force, where a company is required to re-state its financial statements due to fraud or non-compliance with any requirement under this Act and the rules made thereunder,
198. Calculation of profits (1) In computing the net profits of a company in any financial year for the purpose of section 197,— (a) credit shall be given for the sums specified in sub-section (2), and credit shall not be given for those specified in sub-section (3); and (b) the sums specified in sub-section (4)
197. Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits (1) The total managerial remuneration payable by a public company, to its directors, including managing director and whole-time director, and its manager in respect of any financial year shall not exceed eleven per cent. of the net profits of
196. Appointment of managing director, whole-time director or manager (1) No company shall appoint or employ at the same time a managing director and a manager. (2) No company shall appoint or re-appoint any person as its managing director, whole-time director or manager for a term exceeding five years at a time: Provided that no