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Companies Act, 2013, Section 203

Title: Appointment of Key Managerial Personnel

State: Central

Year: 2013

.....of the company, as well as the managing director or Chief Executive Officer of the company at the same time after the date of commencement of this Act unless,-- (a) the articles of such a company provide otherwise; or (b) the company does not carry multiple businesses: Provided further that nothing contained in the first proviso shall apply to such class of companies engaged in multiple businesses and which has appointed one or more Chief Executive Officers for each such business as may be notified by the Central Government. (2) Every whole-time key managerial personnel of a company shall be appointed by means of a resolution of the Board containing the terms and conditions of the appointment including the remuneration. (3) A whole-time key managerial personnel shall not hold office in more than one company except in its subsidiary company at the same time: Provided that nothing contained in this sub-section shall disentitle a key managerial personnel from being a director of any company with the permission of the Board: Provided further that whole-time key managerial personnel holding office in more than one company at the same time on the date of commencement of.....

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Companies Act, 2013, Section 194

Title: Prohibition on Forward Dealings in Securities of Company by Director or Key Managerial Personnel

State: Central

Year: 2013

.....personnel shall be punishable with imprisonment for a term which may extend to two years or with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees, or with both. (3) Where a director or other key managerial personnel acquires any securities in contravention of sub-section (1), he shall, subject to the provisions contained in sub-section (2), be liable to surrender the same to the company and the company shall not register the securities so acquired in his name in the register, and if they are in dematerialised form, it shall inform the depository not to record such acquisition and such securities, in both the cases, shall continue to remain in the names of the transferors. Explanation.--For the purposes of this section, ''relevant shares'' and ''relevant debentures'' mean shares and debentures of the company in which the concerned person is a whole-time director or other key managerial personnel or shares and debentures of its holding and subsidiary companies.

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Companies Act, 1956 Section 198

Title: Overall Maximum Managerial Remuneration and Managerial Remuneration in Case of Absence or Inadequacy of Profits

State: Central

Year: 1956

.....under sub­section (2) of section 309, except with the previous approval of the Central Government.] Explanation.- For the purposes of this section and sections 309, 310, 311,6[***] 381 and 387, "remuneration" shall include, - (a) any expenditure incurred by the company in providing any rent-free accommodation, or any other benefit or amenity in respect of accommodation free of charge, to any of the persons specified in sub-section (1); (b) any expenditure incurred by the company in providing any other benefit or amenity free of charge or at a concessional rate to any of the persons aforesaid; (c) any expenditure incurred by the company in respect of any obligation or service which, but for such expenditure by the company, would have been incurred by any of the persons aforesaid; and (d) any expenditure incurred by the company to effect any insurance on the life of, or to provide any pension, annuity or gratuity for, any of the persons aforesaid or his spouse or child.] ____________________ 1. Substituted by Act 65 of 1960, Section 56, for section 198 (w.e.f. 28-12-1960). 2. The words "managing agent, secretaries and treasurers or" omitted by Act 53 of.....

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Companies Act, 1956 Section 197A

Title: Company Not to Appoint or Employ Certain Different Categories of Managerial Personnel at the Same Time

State: Central

Year: 1956

1 [Prohibition of simultaneous appointment of different categories of managerial personnel __________________ 197A. Company not to appoint or employ certain different categories of managerial personnel at the same time Notwithstanding anything contained in this Act or any other law or any agreement or instrument, no company shall, after the commencement of the Companies (Amendment) Act, 1960 (65 of 1960), appoint or employ at the same time, or after the expiry of six months from such commencement, continue the appointment or employment at the same time, of more than one of the following categories of managerial personnel, namely: - (a) managing director. 2 [***] (d) manager.] ____________________ 1. Inserted by Act 65 of 1960, Section 55 (w.e.f. 28-12-1960). 2. Clauses (b) and (c) omitted by Act 53 of 2000, Section 84 (w.e.f. 13-12-2000).

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Companies Act, 2013, Section 170

Title: Register of Directors and Key Managerial Personnel and their Shareholding

State: Central

Year: 2013

(1) Every company shall keep at its registered office a register containing such particulars of its directors and key managerial personnel as may be prescribed, which shall include the details of securities held by each of them in the company or its holding, subsidiary, subsidiary of company's holding company or associate companies. (2) A return containing such particulars and documents as may be prescribed, of the directors and the key managerial personnel shall be filed with the Registrar within thirty days from the appointment of every director and key managerial personnel, as the case may be, and within thirty days of any change taking place.

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Companies Act, 2013, Section 197

Title: Overall Maximum Managerial Remuneration and Managerial Remuneration in Case of Absence or Inadequacy of Profits

State: Central

Year: 2013

.....rendered are of a professional nature; and (b) in the opinion of the Nomination and Remuneration Committee, if the company is covered under sub-section (1) of section 178, or the Board of Directors in other cases, the director possesses the requisite qualification for the practice of the profession. (5) A director may receive remuneration by way of fee for attending meetings of the Board or Committee thereof or for any other purpose whatsoever as may be decided by the Board: Provided that the amount of such fees shall not exceed the amount as may be prescribed: Provided further that different fees for different classes of companies and fees in respect of independent director may be such as may be prescribed. (6) A director or manager may be paid remuneration either by way of a monthly payment or at a specified percentage of the net profits of the company or partly by one way and partly by the other. (7) Notwithstanding anything contained in any other provision of this Act but subject to the provisions of this section, an independent director shall not be entitled to any stock option and may receive remuneration by way of fees provided under sub-section (5),.....

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Companies Act, 1956 Chapter 4A

Title: Powers of Central Government to Remove Managerial Personnel from Office on the Recommendation of the Tribunal

State: Central

Year: 1956

1 [CHAPTERIVA POWERS OF CENTRAL GOVERNMENT TO REMOVE MANAGERIAL PERSONNELFROM OFFICE ON THE RECOMMENDATION OF THE 2 [3 [4 [TRIBUNAL]]] ___________________ 1.Inserted by Act 53of 1963, Section 9 (w.e.f. 1-1-1964). 2.Substituted by Act17 of 1967, Section 4 and Schedule, for "Tribunal' (w.e.f. 1-7-1967). 3.Substituted by Act31 of 1988, Section 67, for "High Court" (w.e.f. 31-5-1991). 4. Substituted by Act 11 of 2003, Section 38, for "Company Law Board".

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Companies Act, 1956 Section 388B

Title: Reference to Tribunal of Cases Against Managerial Personnel

State: Central

Year: 1956

.....laid down in the Code of Civil Procedure, 1908 (5 of 1908), for the signature and verification of a plaint in a suit by the Central Government. (5) The 1 [2 [3 [Tribunal]]] may at any stage of the proceedings allow the Central Government to alter or amend the application in such manner and no such terms as may be just, and all such alterations or amendments shall be made as may be necessary for the purpose of determining the real questions in the inquiry. ___________________ 1. Substituted by Act 17 of 1967, Section 4 and Schedule, for "Tribunal' (w.e.f. 1-7-1967). 2. Substituted by Act 31 of 1988, Section 67, for "High Court" (w.e.f. 31-5-1991). 3. Substituted by Act 11 of 2003, Section 38, for "Company Law Board". 4. Substituted by Act 17 of 1967, section 4 and Schedule for "record a finding" (w.e.f. 1-7-1967).

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Companies Act, 1956 Section 388E

Title: Power of Central Government to Remove Managerial Personnel on the Basis of Tribunal Decision

State: Central

Year: 1956

.....the office of a director or, as the case may, be, any other office connected with the conduct and management of the affairs of the company, the company may, with the previous approval of the Central Government, appoint another person to that office in accordance with the provision of this Act.] __________________ 1. Substituted by Act 17 of 1967, Section 4 and Schedule, for "Tribunal' (w.e.f. 1-7-1967). 2. Substituted by Act 31 of 1988, Section 67, for "High Court" (w.e.f. 31-5-1991). 3. Substituted by Act 11 of 2003, Section 38, for "Company Law Board". 4. Substituted by Act 17 of 1967, Section 4 and Schedule, for "Central Government may" (w.e.f. 1-7-1967) 5. Substituted by Act 17 of 1967, Section 4 and Schedule, for "finding of the Tribunal under this Chapter or a decision of a High Court thereon" (w.e.f. 1-7-1967). 6. Proviso omitted by Act 53 of 2000, Section 173 (w.e.f. 13-12-2000). 7. Sub-section (2) omitted by Act 53 of 2000, Section 173 (w.e.f. 13-12-2000).

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Insurance Act, 1938 (4 of 1938) Section 34B

Title: Power of Authority to Remove Managerial Persons from Office

State: Central

Year: 1938

.....be punishable with fine which may extend to two hundred and fifty rupees for each day during which such contravention continues. ( 5 ) Where an order under subsection ( 1 ) has been made, the2[ Authority] may, by order in writing, appoint a suitable person in place of the director or chief executive officer who has been removed from hi s office under that sub-section, with effect from such date as may be specified in the order. ( 6 ) Any person appointed as director or chief executive officer under this section shall -- (a) hold office during the pleasure of the2[ Authority] and subject thereto for a period not exceeding three years or such farther periods not exceeding three years at a time as the2[ Authority] may specify; (b) not insure any obligation or liability by reason only of hi s being a director or chief executive officer or for anything done or omitted to be done in good faith in the execution of the duties of hi s office or in relation thereto. ( 7 ) Notwithstanding anything contained in any law or in any contract, me morandum or articles of association, on the removal of a person from office under this section, that person shall not be entitled to claim.....

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