Remuneration of Directors

 What is ‘Remuneration?’

‘Remuneration’ means any money or its equivalent given to any person for services rendered by him and includes the perquisites mentioned in the Income-tax Act, 1961.

Managerial remuneration in simple words is the remuneration paid to managerial personals. Here, managerial personals mean directors including managing director and whole-time director, and manager.

What is the permissible managerial remuneration payable under the Companies Act 2013?

  • Total managerial remuneration payable by a public company, to its directors, managing director and whole-time director and its manager in respect of any financial year:

Condition

Max Remuneration in any financial year

Company with one Managing director/whole time director/manager

5% of the net profits of the company

Company with more than one Managing director/whole time director/manager

10% of the net profits of the company

Overall Limit on Managerial Remuneration

11% of the net profits of the company

Remuneration payable to directors who are neither managing directors nor whole-time directors

For directors who are neither managing director or whole-time directors

1% of the net profits of the company if there is a managing director/whole time director

If there is a director who is neither a Managing director/whole time director

3% of the net profits of the company if there is no managing director/whole time director

The percentages displayed above doen not include any sitting fee.

  • All percentage will be calculated out of NET PROFIT. Remuneration in excess of the aforementioned limits may be paid only if a special resolution is passed by the shareholders.
  • When the company has inadequate profits/no profits: In case a company has inadequate profits/no profits in any financial year, no amount shall be payable by way of remuneration except if these provisions are followed.

 

Where the effective capital is:

Limits of yearly remuneration

Negative or less than 5 Crores

60 Lakhs

5 crores and above but less than 100 Crores

84 Lakhs

100 Crores and above but less than 250 Crores

120 Lakhs

250 Crores and above

120 Lakhs plus 0.01% of the effective capital in excess of 250 Crores

An Independent director shall be entitled to a sitting fees

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