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Affluence

  1. What is meant by remuneration?

Clause 78 of Section 2 of the Companies Act, 2013 defines “Remuneration” which means any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income-tax Act, 1961.

  1. What is the Maximum Managerial Remuneration payable by a Public Company?

As per Section 197(1) the total managerial remuneration payable by a public company, to its directors, including managing director and whole-time director, and its manager in respect of any financial year shall not exceed 11% of the net profits of that company for that financial year computed in the manner laid down in section 198 of the Companies Act, 2013, except that the remuneration of the directors shall not be deducted from the gross profits.

  1. What is included in managerial remuneration?

Whole time director can be paid remuneration for their services as directors.  Also, if the directors have professional qualifications they can be paid for rendering professional services. Remuneration paid to directors for their professional services is not included as part of the remuneration if the services rendered are of a professional nature; and (b) the director possesses the requisite qualification for the practice of the profession in the opinion of the Nomination and Remuneration Committee if the company is covered under sub-section (1) of section 178, else in the opinion of the Board of Directors. So, a heart surgeon on the board of Fortis Hospitals does a bypass surgery at any of Fortis Hospitals in India or abroad and takes a fee for that will not form part of the director’s remuneration as the director here was not paid for performing his duties as a director but was paid for rendering professional services.

  1. Whether the above-referred remuneration is applicable for a private limited company that is a subsidiary of a public limited company?

A private company that is a subsidiary of a public limited company is also considered as a public limited company. In the Companies Act, 1956 there was a concept of a deemed public company. But under the Companies Act, 2013 there is no concept of Deemed Public Company.  So, there are only two types of companies viz. public companies and private companies. As per Section 2(71) of the Companies Act, 2013, a private company which is a subsidiary of a public company is also considered a public company. Hence, the above referred provisions pertaining to managerial remuneration are also applicable to private limited companies that are subsidiaries of public limited companies.

  1. Is there any limit on remuneration payable?
  • As per Section 197 of the Companies Act, 2013 total managerial remuneration payable to Whole time directors does not exceed 11% of the net profit of the company.
  • In the case of Managing Director, Whole-time Director or Manager-upto 5% of the net profits of the company, if there is only one such director. But if there is more than one such director, remuneration shall not exceed 10% of the net profits for all of them put together. (ii) In the case of directors who are neither Managing Director nor Whole-time Director-upto 1% of the net profits, if there is a managing director or whole time or manager. But up to 3% of the net profits if there is no Managing Director or Whole-time Director or Manager. 
  • However, by passing a Special Resolution in General Meeting, a company can pay: (i) More than 5% or 10% of Net Profits to its Whole-time Director, Managing Director or Manager. (ii) More than 1% or 3% of Net Profits to its Executive Directors (including independent Directors)
  • Further in case of a company having inadequate profits in any financial year then the maximum remuneration that can be paid would be as per limits specified in Schedule V, Part II of the Companies Act, 2013 which is dependent on effective paid-up share capital of the company. Further, in case the company wants to pay remuneration in excess of the limits of remuneration mentioned as per Part II of Schedule V of the Companies Act, 2013 then a special resolution is required to be passed.
  1. What all components are not included in the limits while calculating managerial remuneration?

The following components of the salary package are not considered part of managerial remuneration:

  • Payment of applicable retirement benefits to the director viz. gratuity, provident fund etc.
  • Sitting fees paid to director
  • An insurance premium paid by the company for and on behalf of director
  • Perquisites and perks given to him by the company for rendering service to the company
  • The value of stock options granted is also not part of director’s remuneration
  1. How is remuneration payable to the director decided by the company?

Remuneration payable to the director is either decided by Articles of Association or Agreement entered in with by Company or Resolution passed in General meeting of the company.

General practice :

It is seen that approval of directors’ remuneration is taken by way of ordinary resolution for scenarios wherein the company is making a profit.

But there may be a scenario due to unforeseen circumstances wherein the company might face loss or inadequate profits.

In such scenarios the resolution passed would not cater to the need of the company. 

According to schedule V of the Companies Act whenever there is a loss or inadequate profits company will not be able to pay remuneration to directors unless certain conditions are met as specified.

So does it mean that companies who have passed an ordinary resolution and not factored in the scenario wherein the company would be in loss or have inadequate profits can company still pay remuneration to WTD without complying with conditions as they could never envisage it? 

Would that not be violating the Companies Act,2013? 

Also, what does it mean by inadequate profits here as the term is not defined by the Companies Act nor any accounting standard? 

What if at the end of the year, the company understands that the remuneration paid to WTD is in excess or the company is in losses and we shouldn’t have paid remuneration? 

A few years back Mr Sunil Bharti Mittal had to seek a waiver of remuneration from shareholders as Airtel was into losses and after the end of the financial year, it realised we had paid excess remuneration.

So, companies must be careful in deciding salary structure and taking approval.

Series 2 : Remuneration payment to Non- Executive Directors of Public Company

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Our Services

  • 01
    Valuation

    Valuation opinion requires the right blend of analysis, experience and professional judgement. Our team has a Registered Valuer as required under

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  • 02
    Due Diligence

    We provide financial, tax and corporate law due diligence support to our clients for inbound and outbound transactions.

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  • 03
    ESOP

    ESOPs are one of the important tools to attract and retain employees and have long term career with the organization.

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  • 04
    RBI / FEMA Compliance

    There are several compliances specified under FEMA for Indian Companies having FDI and ODI (Indian entities having investments in overseas Joint Venture

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    NBFC Registration and Compliances

    We carry experience of 15 years for registration of the NBCF with the RBI or carry out the process for change in management and control of the NBFC.

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    Fintech

    FinTech Companies are broadly categorized into digital payments or digital lending Companies. At Affluence,

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    Foreign Entities

    India has emerged as one of the most attractive destinations not only for investments

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    Company Secretarial Compliances

    We provide the entire gamut of Corporate Law Services, essential in rapidly changing regulatory and corporate environment.

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    SEBI Registration and Compliances

    SEBI plays an important role in regulating all the players operating in the Indian capital markets. It attempts to protect the interest of investors and aims at

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  • 10
    Stressed Asset Resolution under IBC

    We provide advisory and support services to the corporates/other entities, devising and structuring solutions for stress mitigation in their enterprises/units.

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  • 11
    Initial Public Offer

    On the journey of transformation of a private company into a public company, success depends a great deal on a coordinated team

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    Direct Tax

    The efforts of any management in modern business environment are towards enhancing a shareholder’s value. The taxes (both direct and indirect) and

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  • 13
    Indirect Tax

    We at Affluence, adopt a comprehensive approach for implementation and compliances related to the GST and with an object to offer seamless services to our clients listed below.

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  • 14
    Accounts Outsourcing

    In the fast-changing environment, procuring and retaining skilled staff is a challenge. Specially in the case of SMEs, in the absence of accounting manual

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  • 15
    Risk Advisory

    Today’s businesses across the globe increasingly seek better decision-making and stronger internal controls in order to attain greater shareholder value.

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  • 16
    Startup and MSME Advisory

    ‘Startup India’ is a flagship initiative of the Government of India, intended to catalyze startup culture and build a strong and inclusive ecosystem for innovation and

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    Assurance

    Assurance and accounting services are directed towards supporting stakeholders such as lenders and investors. Our standardized

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  • 18
    Directors Due Diligence

    Director stand in a fiduciary position with the Company and Director will be held liable if Director do not act diligently in discharging his/her duties.

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Our Team

People are our greatest asset and we believe in our people. Our multi disciplinary team would always go that extra mile to ensure that all the client deliverables are prepared within agreed time frame to technical standards and presentational quality. Our success is greatly dependent on quality and performance of our people.

  • CA Nimish Khakhar

    Nimish Khakhar

    He is a fellow member of the Institute of Chartered Accountants of India. He has over 23 years of experience in Transaction (M &A) and Transaction Support Services (Vendor and Buyer side Due Diligence). His Portfolio includes both Brick and Mortar and Modern Trade Businesses. He has played key roles in a few large M & A transactions and is also been actively involved in advising Unicorns since the commencement of operations.

  • CS S. N. Baheti

    S. N. Baheti

    He is an Associate Member of the Institute of Company Secretaries of India. He has 42 years of work experience in banking and financial services (including 34 years in IDBI group), with a diversified work profile having all-round exposure to activities of Development Financial Institutions, Infrastructure Debt Fund (NBFC), Mutual Funds, Commercial Banking, NBFC-HFC, and Company Boards including MD and CEO positions and Directorships in large corporates. Presently handling assignments as Insolvency Professional. He has played a key role as RBI representative in the resolution of one of the largest NBFC transaction.

  • Sanjiv Kumar Sachdev

    Sanjiv Kumar Sachdev

    Banking professional with more than 36 years of experience in Bank and more than 25 years of experience in Project Evaluation and financing, Financial Restructuring, Resolution of Stress Accounts, Debt Syndication, Infrastructure projects, Relationship management & networking, Business development, Legal and contractual Documentation and Business Planning. During his tenure with the Bank, he had held important portfolio’s and was heading Large Corporate Group of the Bank. He also worked in Infrastructure Corporate Group for Northern Region. He was involved in various policy meetings for development of Infrastructure Projects organised by various Govt agencies and Indian Banks’ Association. He has been Chairing many consortium meetings of Lenders for Debt Syndication as well as Resolution of Stress Assets.

  • CA Dwiresh Oza

    Dwiresh Oza

    He is having 27 years of extensive professional experience in Corporate Finance, Project Finance, Private Equity, Public/Rights Issues, Due Diligence, Corporate Debt Restructuring (CDR), ERP implementation, 50:50 International Joint Venture, Closely held as well as Listed Manufacturing Accounting, Statutory/Internal/Tax Audit and knowledge of IFRS. Have worked for more than 10 years in Infrastructure, viz. Ports and roads. Have demonstrated the ability to work across teams and with the senior management and Board of Directors in achieving various strategic initiatives on a time-bound and structured approach.

  • CA Payal Gada

    Payal Gada

    She is a fellow member of the Institute of Chartered Accountants of India and has 18 years of post-qualification experience. She is a registered valuer with IBBI as Valuation Professional and for the last 8 years, she is working on financial modeling and fair value analysis across different industries for diverse purposes, including regulatory/compliance, investment, and financial reporting. Fair valuation across asset classes including but not limited to business valuation, intangible, ESOPs, convertible instruments, and other complex instruments.

  • CA Rashmi Dubey

    Rashmi Dubey

    She is an associate member of the Institute of Chartered Accountants of India. Over 6 years of post-qualification experience she has specialized in Risk Advisory. Her Risk Advisory experience includes internal audit, ICFR, designing of SOPs, corporate governance, enterprise risk management, internal audits.

  • CS Sachin Kotian

    Sachin Kotian

    He is a fellow member of the Institute of Company Secretaries of India. Over 15 years of experience, he has expanded his advisory and compliance services in respect of Companies Act/ SEBI / RBI / FEMA /NBFC and other Corporate Laws. Further, Research is his area of interest.

  • CS Rajeshri Kanojia

    Rajeshri Kanojia

    She is an associate member of the Institute of Company Secretaries of India with 10 years of experience in secretarial compliance and legal matters. Her forte is RBI and FEMA compliances and she is leading advisory and compliances practice of financial services which includes NBFC and Fintech Companies. Her LLB qualification gives her an edge to attend Corporate agreements and Corporate Laws.

  • CS Vinesh Mestry

    Vinesh Mestry

    He is an associated member of the Institute of Company Secretaries of India. His horizon for more than 7 years in the field of Corporate Law and adjudication-related matters before Regional Directors, NCLT. His LLB qualification gives an additional advantage in matters relating to Compounding, Mergers & Amalgamations before Regional Directors, NCLT & Other Regulatory Authorities.

  • CS Bhavesh Chheda

    Bhavesh Chheda

    He is an associated member of the Institute of Company Secretaries of India. He has experience of more than 8 years and focuses on BSE and NSE Listed Companies and SEBI and Corporate Governance related matters. He also supports the compliance team in respect of Companies Act / RBI / FEMA / Corporate law.

  • CS Tanvi Shah

    Tanvi Shah

    She is an associate member of the Institute of Company Secretaries of India. Over 5 years of post-qualification experience, she focuses on Compliances of Companies Act/RBI/ and NBFC.

  • CS Karishma Parmar

    Karishma Parmar

    She is an associate member of the Institute of Company Secretaries of India. Her interest is in Compliances of Company Law/RBI and NBFC.

  • CA Ambarish Sodha

    Ambarish Sodha

    He is a fellow member of the Institute of Chartered Accountants of India. Over 43 years in direct tax litigation and tax advisory services, he appears before first and second appellate authorities. Over and above Profession, he is actively engaged in several social causes including promoting girls’ education in rural areas.

  • CA Payal Khakhar

    Payal Khakhar

    She is a fellow member of the Institute of Chartered Accountants of India. She has experience with over two decades. She heads indirect tax practice that covers regular GST compliances, GST reviews, and advisory services across different sectors.

  • CA Tejas Sodha

    Tejas Sodha

    He is a fellow member of the Institute of Chartered Accountants of India. He handles Direct tax litigation and compliance for over 12 years and regularly appears before first and second appellate authorities. He advises NRI on direct tax and withholding tax matters. His involvement in complex tax structuring has been appreciated by the Clients.

  • CA Dipesh Sangoi

    Dipesh Sangoi

    He is a fellow member of the Institute of Chartered Accountants of India. He heads Assurance practice and handles listed as well as unlisted companies and MNCs over the last 15 years. He manages Statutory Audits, Bank Audits - Central Statutory and Branch Audits, and Certification work for obtaining Bank Finance and certificates required for Public Issues.

  • CA Payal Doshi

    Payal Doshi

    She is a member of the Institute of Chartered Accountants of India. Her 10 years of experience is channelized towards Statutory Audits of Listed as well as unlisted entities and Tax Audits and Certification work.

  • CA Viral Shah

    Viral Shah

    He is a member of the Institute of Chartered Accountants of India. He has experience of more than 7 years and he is involved in Statutory Audits of Listed as well as Unlisted entities and Tax Audits and Bank Audits.

  • CA Ritesh Jain

    Ritesh Jain

    He is a member of the Institute of Chartered Accountants of India. He is engaged in compliance and management support functions. His industry experience contributes significantly to his delivery.

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