Query on section 202 of the companies act, 2013

PARTHASARATHY RAJAMANI (SENIOR MANAGER - PROJECTS)   (36 Points)

03 October 2016  
Section 2(51) defines "key managerial personnel", in relation to a company, means— (i) the Chief Executive Officer or the managing director or the manager; (ii) the company secretary; (iii) the whole-time director; (iv) the Chief Financial Officer; and (v) such other officer as may be prescribed; Section 2(53) defines “manager” and section 2(54) defines managing director. Reading of both the definitions means and indicates that they have been entrusted with the whole or substantially the whole of the affairs of the company. Their remunerations are fixed by the company in accordance with the provisions of the Act. Section 202(2) prescribes certain conditions upon which the compensation for loss of office to managing director, manager or whole time director shall not be paid. But 202(4) says as under: Nothing in this section shall be deemed to prohibit the payment to a managing or whole-time director, or manager, of any remuneration for services rendered by him to the company in any other capacity. My queries are as under: • I do not understand “for services rendered by him to the company in any other capacity”. • When they have been entrusted with the whole or substantially the whole of the affairs of the company where does the concept of “services in any other capacity” comes ? • Certainly, MD, Manager and the whole time director are full time employees of the company. Since the employer- employee contract exists, any payment from the company shall be treated as Salary under the Income Tax Act. Even if the employer wants to make any other payment, it will come within the purview of Salary. • If such would be the situation, what is the intention of the legislature in bringing section 202(4) ? • Which payment(s), do the legislature wants to cover u/s 202(4) ?