Section 205(2) provides that provisions contained in section 204 and section 205 shall not affect the duties and functions of the Board of Directors, chairperson of the company, managing director or wholetime director under this Act, or any other law for the time being in force.
Just as profits drive business, incentives drive the managers of business. Not surprisingly then, in a fiercely competitive corporate environment, managerial remuneration is an important piece in the management puzzle. While it is important to incentivize the workforce performing the challenging role of managing companies, it is equally important not to go overboard with the perks and the pay. In India, to keep a check on unnecessary profit squandering by companies and, at the same time, to ensure adequate and reasonable compensation to managerial personnel, the law intervenes to do the balancing act.
Remuneration to Managerial Personnel
Section 197 of the Companies Act, 2013 prescribed the maximum ceiling for payment of managerial remuneration by a public company to its managing director whole-time director and manager which shall not exceed 11% of the net profit of the company in that financial year computed in accordance with section 198 except that the remuneration of the directors shall not be deducted from the gross profits.
Further, the company in general meeting may, with the approval of the Central Government, authorise the payment of remuneration exceeding 11% of the net profits of the company, subject to the provisions of Schedule V.
The net profits for the purposes of this section shall be computed in the manner referred to in section 198.
The remuneration payble to any one managing director or wholetime director or manager shall not exceed 5% of the net profits of the company and if there are more than one such director remuneration shall not exceed 10% of the net profits to all such directors and manager
Except with the approval of the company in general meeting, the remuneration payable to directors who are neither managing directors nor whole-time directors shall not exceed,—
— 1% of the net profits of the company, if there is a managing or
whole-time director or manager;
— 3% of the net profits in any other case.
The percentages aforesaid shall be exclusive of any fees payable to directors for attending the meeting of the board/committees or for such other purposes as decided by the board.
Remuneration by a Company having no Profit or Inadequate Profit
If, in any financial year, a company has no profits or its profits are inadequate, the company shall not pay to its directors, including
managing or whole-time director or manager, any remuneration
exclusive of any fees payable to directors except in accordance with
the provisions of Schedule V and if it is not able to comply with Schedule V, with the previous approval of the Central Government.
In cases, where Schedule V is applicable on grounds of no profits or inadequate profits, any provision relating to the remuneration of any director which purports to increase or has the effect of increasing the amount thereof, shall not have any effect unless such increase is in accordance with the conditions specified in that Schedule and if such conditions are not being complied, the approval of the Central
Government had been obtained.
Remuneration to Directors in other Capacity [Section
197(4)] The remuneration payable to the directors including managing or
whole-time director or manager shall be inclusive of the remuneration
payable for the services rendered by him in any other capacity except
(a) the services rendered are of a professional nature; and
(b) in the opinion of the Nomination and Remuneration
Committee (if applicable) or the Board of Directors in other
cases, the director possesses the requisite qualification for the
practice of the profession.
Sitting Fees to Directors for Attending the Meetings
[Section 197(5)] A director may receive remuneration by way of fee for attending
the Board/Committee meetings or for any other purpose as may be
decided by the Board. Provided that the amount of such fees shall not
exceed the amount as may be prescribed.
The Central Government through rules prescribed that the amount
of sitting fees payable to a director for attending meetings of the Board
or committees thereof may be such as may be decided by the Board of
directors or the Remuneration Committee thereof which shall not
exceed the sum of rupees 1 lakh per meeting of the Board or committee
The Board may decide different sitting fee payable to independent
and non-independent directors other than whole-time directors.
Monthly Remuneration to Director or Manager
A director or manager may be paid remuneration either by
way of a monthly payment or at a specified percentage of the net
profits of the company or partly by one way and partly by the
other. [Section 197 (6)] An independent director shall not be entitled to any stock option
and may receive remuneration by way of fees, reimbursement of
expenses for participation in the Board and other meetings and
profit related commission as may be approved by the members.
[Section 197 (7)] Any director who is in receipt of any commission from the
company and who is a managing or whole-time director of the
company shall not be disqualified from receiving any remuneration
or commission from any holding company or subsidiary company of
such company subject to its disclosure by the company in the Board’s
report. [Section 197 (14)] Remuneration Drawn in Excess of Prescribed Limit
If any director draws or receives, directly or indirectly, by way of
remuneration any such sums in excess of the limit prescribed or
without the prior sanction of the Central Government, where it is
required, he shall refund such sums to the company and until such
sum is refunded, hold it in trust for the company. [Section 197(9)]