Managerial Remuneration

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Anita Joshi

Practising Company Secretary

35 Points Joined March 2010

One closely held public limited company (converted from private limited company in 2008) is having authorized capital of Rs. 5 crore and paid up capital of Rs. 2 crores. Company is having three directors as part of management without any nomenclature like MD or WTD.

Company has made net profit of Rs. 67 Lacs after considering managerial remuneration for FY 08-09. Company has given total managerial remuneration of Rs. 38.80 Lacs as salary and commission (not guarantee commission) to all three directors in FY 08-09. By experience, all directors are technical ones.

What are the consequences pursuant to section 198, 269, 309 and Schedule XIII of the Companies Act, 1956?

Replies (3)

Ankur Garg

Company Secretary and Compliance Officer

114788 Points Joined January 2009

Considering the profits of the company the payment of 38.80 ilacs s in excess of the limits of section 198 and 309. Hence in your case section 309(5A) and (5B) is applicable i.e. refund of excess remuneration to the company.

Views of other members solicited.

Anita Joshi

Practising Company Secretary

35 Points Joined March 2010

Dear Mr. Ankur;

Thanks,

One more thning to know, Is remuneration to technical directors to be included while calculating overall managerial remnuneration? is there any chance to exclude?

Second thing, in case of excess payment, the only solution is to refund. Would you pls let me know is there any other practical solution (other than refund) possible under the Act?

Thanks in advance

Ankur Garg

Company Secretary and Compliance Officer

114788 Points Joined January 2009

Yes Anita.

Payment of technical fee to technical director is very much possible. But the same would be considered for the purposes of managerial remuneration limits u/s 198 and 309. As categorisation of fee by the company does not make any difference.

However if you pay the technical fee with the prior CG approval read with proviso to section 309(1) the same would not be considered as managerial remuneration or payment. Satisfaction of CG is very important regarding professional qualification as mentioned in the proviso.

We are doing the same thing with CG approval.

Revert if there is any doubt. Read the above section carefully.

Regards