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Managerial remuneration

Nishu Mantri (Company Secretary) (51 Points)

14 March 2012  

Daer Friends,

Kindly suggest me that does Deputy CEO and COO of the company who is drawing Rs 7500000 par annum from the company instead of that he is not the director of the Company, comes under  section 198 and Schedule XIII of Companies Act 1956  and approval for their appintment and remuneration of the same needs to be taken from centeral government through eform 25C


 5 Replies

Ankur Garg (Company Secretary and Compliance Officer)   (114659 Points)
Replied 14 March 2012

No they don’t come under section 198 and other remuneration related provisions like CG approval etc. However they should not be connected with the director as relatives etc to prevent from section 314.



Jyoti Lata (Trainee) (25 Points)
Replied 14 March 2012

Hi... Sec 198( read with Schedule XII )applies only incase of Managerial remuneration which inludes Managing Director/Whole -time Director/ Manager of the company  but does not include COO and CEO of the company who are not  directors of the company. In that case there is no need to take approval for their  appointment and remunertaion from the central government through e-form 25A.

1 Like

Nishu Mantri (Company Secretary) (51 Points)
Replied 14 March 2012

Thanks Ankur for your help, but cant Cheif Operating Office comes under the head of "Manager" and if so that section 198 is applicable on above mentioned situation

Ankur Garg (Company Secretary and Compliance Officer)   (114659 Points)
Replied 14 March 2012

Manager is a specific position UNDER SECTION 2(24) read with section 269. Hence We can not automatically consider COO as Manager u/s 269.

So there is nothing to worry.


Just be aware of section 314.


Section 198 and Sch XIII are not applicable.



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