The words “the limits laid down in” omitted by ibid., (w.e..f 12-9-2018). — THE COMPANIES ACT, 2013

3. The words “the limits laid down in” omitted by ibid., (w.e..f 12-9-2018). III. Other information: Reasons of loss or inadequate profits Steps taken or proposed to be taken for improvement 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.

Section 3