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minimum remuneration to directors in case of loss

amit jain (Chartered Accountant) (532 Points)

23 September 2009

please tell me the minimum remuneration to be paid to directors in case of loss?

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10 Replies

(Guest)

In case of loss or in case of inadequate profits the remn. will be paid as follows:

If EF <1 crore 75000

If EF is more than 1 cr and less than 5 cr 100000

If EF is more than 5 cr and less than 25 cr 125000

If EF is more than 25 cr and less than 100 cr 200000

EF=Effective Capital of the co

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 23 September 2009

Hi,

if your company is a private company then there is no problem. You may give any remuneration.

However if your company is a public company and in loss then you can not give remuneration to your directors without complying the provisions of schedule XIII.

Have a look at the schedule XIII and conditions provided in it for giving remuneration to directors in case of loss or inadequacy of profit.

Regards

Ca Aashish Upadhyay (CONSULTANTS) (913 Points)
Replied 15 September 2010

Hi Ankur!

Kindly let me know if i am paying a total remuneration of RS 48 Lacs to three directors and having a loss of 3.20 cr. than as per Sch XIII whether I need to get a permission from CG or not! presuming i am complying all other conditions of SCH XIII

Regards

Ajay Mishra (Company Secretary) (74332 Points)
Replied 15 September 2010

Dear Mr. Aashish,

In case of Private company the provision of managerial remuneration and Schedule XIII will not apply. But in case of Public company or private subsidiary company, the said provisions will apply.

Incase of company paying remuneration to its managerial personnel having no profit or inadequate profits will cover under Section II, Part II of Schedule XIII of the Companies Act, 1956.

In your case, the company has loss making and paying remuneration of Rs. 48 lac p.a. covered under Section II, Part II of Schedule XIII of the Companies Act, 1956 and required to comply these provisions like CG approval.

Other views are also solicited.

Regards

CS Ajay Mishra

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17848 Points)
Replied 15 September 2010

Originally posted by : Ca Aashish Upadhyay
	Hi Ankur! Kindly let me know if i am paying a total remuneration of RS 48 Lacs to three directors and having a loss of 3.20 cr. than as per Sch XIII whether I need to get a permission from CG or not! presuming i am complying all other conditions of SCH XIII Regards

No, Central Government permission would not be required. As you are paying total 48 Lacs to all the managerial personnals, Part II, Section II of Schedule XIII would apply and you are just required to pass the resolution by remuneration committee and approve the same in the Board.

CA Rahul Jain (Job) (148 Points)
Replied 15 September 2010

i think no remuneration will be given to MD in case of loss

Shalini Agarwal (Practising Company Secretary) (13 Points)
Replied 08 October 2010

Hello All

A private comapny was paying remuneration to MD in excess of limits prescribed u/s 198+schXIII through an agreement executed between the Company and MD. But later on it was converted in to a public company. Now can it continue to pay such remuneration. if not, pl let me know the relevent provisions.

Regards

manjich (Student of CA Final) (37 Points)
Replied 15 December 2011

I am doing internal audit of a limited co which is not yet listed. the period of audit is april to sept. the co does not hav accumulated losses..however it is showing loss as on 30.09

n co is paying remuneration to MD,Chairman,director-CEO , total amounting to 60lacs.

nw what should I do.