[NOTE: The law stated in this post is effective from 12th September 2018. For the law applicable from 1st April 2014 till 11th September 2018, please visit here and here.
In this post, we will discuss managerial remuneration. The managerial remuneration in case of inadequate profit shall be discussed in a future post, soon.
Difference between various business positions is quite confusing for the general public. Here, we will discuss, what is the difference between a chairman, a managing director, a CEO, and a proprietor?
When an applicant files a form for incorporation of a company, we need to select the designation and category of first directors in incorporation Form 32 (popularly called Spice) or wherever company appoints a director. There are four different categories of directors. We will discuss confusion regarding these categories of directors.
Posted in Chapter II - CA2013, Chapter XI - CA2013, Companies Act 2013
Tagged Additional Director, Alternate Director, chairman, chairperson, Director, Executive Director, Independent Director, Managing Dir, Managing Director, Nominee Director, Non - executive director, Professional Director, Promoter Director, Small shareholders’ Director, Whole – time Director
Ministry of Corporate Affairs, on 12th September 2016 issued notification amending Schedule V of the Companies Act, 2013. Schedule V deals with managerial remuneration in cases of inadequate profit and to some extend managerial appointment in public companies.
We have already discussed remuneration of managerial personnel under Section 197 read with Schedule V of the Companies Act 2013. In addition to managerial remuneration under Section 197 a company may pay sitting fees to its directors.
According to Rule 4 of the Companies (appointment and Remuneration of Managerial Personnel) Rule 2014, a company may pay a sitting fee to a director for attending meetings of the Board or committees thereof, such sum as may be decided by the Board of directors thereof which shall not exceed one lakh rupees per meeting of the Board or committee thereof. For Independent Directors and Women Directors, the sitting fee shall not be less than the sitting fee payable to other directors.
Section 196 of the companies Act 2013 deals with appointment of certain managerial personnel namely; Managing Director, Whole time Director and Manager. Remuneration of these managerial personnel is discussed in Section 197 read with Schedule V of the Companies Act 2013. Section 203 of this Act further deals with appointment of certain other managerial personnel along with managerial personnel already discussed in Section 197.
According to Rule 3 of the Companies (appointment and Remuneration of Managerial Personnel) Rule, 2014, A company shall file a return of appointment of a Managing Director, Whole Time Director or Manager, Chief Executive Officer (CEO), Company Secretary and Chief Financial Officer (CFO) within sixty days of the appointment, with the Registrar in Form MR – 1 along with such fee as may be specified for this purpose. We have earlier discussed Form MR – 1 in detail here.
We have much earlier discussed “Appointment of Managing Director and Manager” and “Managerial Remuneration in case of inadequate profit”. I understand, Section 197 read with Schedule V is a code for managerial remuneration. Now, we will discuss other relevant provision for managerial remuneration.
CALCULATION OF PROFIT (SECTION 198):
In computing the net profit of a company in any financial year credit shall be given for:
Posted in Chapter XIII - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility
Tagged Companies Act 2013, Companies Bill 2012, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Directors Remuneration, Inadequate Profit, India, Legal Reforms, Loss of Office, Manager, Managerial Remuneration, Managing Director, Ministry of corporate affairs, Profit and Loss, Recovery of Remuneration, Reforms, Remuneration, Schedule V, Whole – time Director
The Financial Statements of a company is most important document until recent past, when non – financial reporting started to gain its momentum. This is a reporting of growth in business in monetary units.
BOOK OF ACCOUNTS (SECTION 128):
Every company shall prepare and keep at its registered office books of accounts and other relevant books and papers and financial statement for every financial year. These books must give a true and fair view of the state of affairs of the company and its branch offices. These books must explain the transactions effected both at the registered office and its branches. These books shall be kept on actual basis and double entry system of accounting.
Posted in Chapter IX - CA2013, Companies Act 2013, Governance and Responsibility
Tagged Accounting Standards, Adjourned Annual General Meeting, Annual Filing, Annual General Meeting, Audit Report, Auditors, Balance Sheet, Books of Accounts, Branch Office, Chief Financial Officer, Companies Act 2013, Companies Bill 2012, Consolidated Financial Statements, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Directors, Financial Statements, India, Inspection of Books, Legal Reforms, Managing Director, Members, Ministry of corporate affairs, Notes to Accounts, Profit and Loss Accounts, Provisional Annual filing, Re – casting of Financial Statement, Reforms, Registered Office, Voluntary revision of Financial Statements
UPDATE: on 30th August 2013: Companies Bill 2012 became the Companies Act, 2013 (Act 18 of 2013).
Managerial remuneration is one of major corporate governance issue in India. Promoters and controlling shareholders consider themselves owner of company and get maximum remuneration. Difference between corporate tax rate and income tax rate also priority to withdraw much money from “owned” company. Indian concept of “owned company” and corporate governance has co – existence in last two decades.
In my last post, I did not analyse legal issues of managerial remuneration in case of inadequate profit under Companies Bill 2012 (Now the Act).
Posted in Chapter XII - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility
Tagged Board Committee, Board of Directors, Companies Bill 2012, CorpLaw, Corporate, Corporate Law, Director, Key managerial personnel, Legal Reforms, Manager, Managerial Remuneration, Managing Director, Reforms, Whole – time Director
UPDATE: on 30th August 2013: Companies Bill 2012 became the Companies Act, 2013 (Act 18 of 2013).
[NOTE: The law stated in this post is effective from 1st April 2014 till 11th September 2018. For the law applicable from 12th September 2018, please visit here]
Managing Director is Key Managerial Personnel of utmost importance. He is the face of a company and its decision-making mechanism. A person gains significant advantages as Managing Director which may not be there, in case of his appointment as Manager or Chief Executive Officer. While Chief Executive Officer has no special advantage except his clubbing as Key Managerial Personnel with Manager and Managing Director, Manager has some. Their definitions speak themselves. Appointment of Managing Director, Whole – Time Director and Manager is governed by the provision of Section 196 of the Bill. They all are a different class of Key Managerial Personnel and has the specific provision of appointment in addition to Section 203, discussed in an earlier post.
Posted in Chapter XIII - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility
Tagged Board Committee, Board of Directors, Companies Bill 2012, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Director, India, Key managerial personnel, Legal Reforms, Manager, Managerial Remuneration, Managing Director, Ministry of corporate affairs, Reforms, Whole – time Director
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