×

FREE CONSULT

Learn More Services The Corporate & Financial Sector Our presence in Know About Our Team CA, CS, Corporate Lawyers & Others Our specialized team of Learn More About Us Client's Ever Changing Requirements One stop solution for

Integrity

Our essence is rooted in being honest and straight forward. We advise and advocate what we truly believe.

Wisdom

Our team and collective efforts allow free flow of information and knowledge from top to bottom and vice versa.

Togetherness

Teamwork is rooted in affluence DNA and we very much acknowledge the outcome of team work.

Confidentiality

We firmly believe that Confidentiality is the cornerstone of our Profession and strive to maintain it to the fullest possible extent.

Simplicity

We believe that the simplest solution is the best one.

Commitment

We understand only our profession and we are devoted to it. We are cent percent committed to the delivery of quality services to our clients.

About

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

Our Expertise

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

    Learn More
  • 02
    Due Diligence

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

    Learn More
  • 03
    ESOP

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

    Learn More
  • 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

    Learn More
  • 05
    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.

    Learn More
  • 06
    Fintech

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

    Learn More
  • 07
    Foreign Entities

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

    Learn More
  • 08
    Company Secretarial Compliances

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

    Learn More
  • 09
    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

    Learn More
  • 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.

    Learn More
  • 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

    Learn More
  • 12
    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

    Learn More
  • 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.

    Learn More
  • 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

    Learn More
  • 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.

    Learn More
  • 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

    Learn More
  • 17
    Assurance

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

    Learn More
  • 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.

    Learn More

What Clients Say About Us

  • The team at Affluence Advisory Services played an important role in helping us draft various applications, including that for applying to the RBI for registration as an NBFC. Ably led by you, the team has a thorough understanding of regulations and procedures. Their approach is very professional, proactive and they respond promptly to all queries. Our entire experience during the above process was seamless and solution oriented. Due to this pleasant experience, we continued to seek the guidance for all subsequent engagements wrt secretarial and regulatory compliances as well.We thank you and your team for the continued support and good wishes. We are happy to recommend you to organisations/ individuals seeking guidance on regulatory/ secretarial/ corporate affairs matters.

    Utpal Isser
    Co-founder, MD and CEO of Sarvagram Fincare
  • We recently partnerd with Affluence Advisory for ESOP implementation and ongoing administration, and the experience has been very good. The team ensured a smooth and compliant setup, and their support in managing grants,vesting, and documentation has been promt and professional. Their expertise gave us confidence throughout the process.

    Dinshaw S. Irani
    CEO, Helios Capital
  • As a listed entity, implementing and managing an ESOP requires not just technical expertise but also a deep understanding of regulatory compliance, stakeholder communication, and market expectations. We partnered with Affluence Advisory for end-to-end ESOP advisory, and their contribution has been truly exceptional.
    Their team brought in-depth knowledge of SEBI regulations, Companies Act provisions, and best practices in structuring ESOPs for listed companies. From designing the scheme and obtaining necessary approvals to drafting documentation and aligning with investor expectations, their guidance was comprehensive, timely, and highly professional.
    We particularly appreciate their ability to collaborate seamlessly with our internal teams and board members. Thanks to their support, we were able to implement an ESOP framework that is strategic, compliant, and aligned with our long-term value creation goals.
    We would highly recommend Affluence Advisory to any listed company exploring equity-based compensation strategies.
    CS Sudha Didwania
    Compliance officer, Autoriders International Ltd.
  • As an established listed entity with large number of employees, implementing and managing an ESOP requires not just technical expertise but also an understanding of structure, framework, regulatory compliance, stakeholder communication, and market expectations. We partnered with Affluence Advisory for end-to-end ESOP advisory, and their contribution has been valuable.
    We appreciate their knowledge of Structuring the Scheme, SEBI regulations, Companies Act provisions, and Market Best practices in structuring ESOPs.
    We particularly appreciate their ability to collaborate seamlessly with our internal teams and would recommend Affluence Advisory for exploring equity-based compensation strategies

    Jaidip Chatterjee
    (CHRO) Group Human Resources,RELIANCE
  • We met Affluence when they were advising Mumbai Oncocare  (our portfolio company) on their fund raise. During the course of this investment journey, we were exposed to the 360 degree approach that Affluence and CA Nimish Khakhar brought to the table which was not merely limited to due diligence and modelling but went way beyond in terms of regulatory compliances, MIS development, Finance and Account support, secretarial support and so on. We were extremely relieved and pleased with the post investment support that they continue to give to Mumbai Oncocare. We actively encourage our portfolio companies to evaluate Affluence’s service offerings and have already co-opted them with some of our other portfolio companies. Affluence does a great job of identifying gaps and help bridge the same with its committed and professional approach to the tasks that they undertake. I look forward to building on this partnership with Affluence.

    Mr. Vamesh Chovatia
    Partner, TATA CAPITAL Healthcare Fund
  • We are consulting Affluence Advisory for over 15 years for tax and compliance matters. We appreciate their competence and commitment to the engagements offered to them. Affluence’s simplified and solution-based approach is very unique and commendable. My personal best wishes to Team Affluence Advisory.

    Mr. K Ullas Kamath,
    Joint Managing Director, Jyothy Labs Ltd, Chairman – FICCI Karnataka State Council
  • We have worked with Affluence and Nimish,for well over 9 years from.From creating our companies, to handling them when they are at a multi billion dollar stage, we have found them taking care of each aspect with as much attention & perfection.
    I would go on to say, that they are one of the pillars and architects of our success and wish them the very best in everything.

    Mr. Siddharth Shah
    Co-founder, MD and CEO of Pharmeasy
  • We are incredibly grateful to Affluence and their team for their exceptional support in streamlining and helping us navigate the complexities of RBI and secretarial compliances. Their in-depth knowledge and clear guidance have not only made the process more understandable but also allowed us to stay fully compliant.
    What truly sets Affluence apart is their unwavering support, even during challenging times. Whether it’s responding promptly to urgent queries or providing proactive advice, they’ve always been there when we needed them most. Their professionalism, expertise, and dedication have been invaluable to us, and we look forward to continuing our successful partnership with them.
    Thank you, Affluence, for being a trusted and reliable partner in our growth!

    Pooja Jain
    AVP – Finance, Vivifi India Finance Private Limited
We are Professional

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.

  • 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.

  • Subhamoy Chatterjee

    Subhamoy Chatterjee

    He has experience of over 21+ years in the Banking and Financial Services Industry. He has essayed leadership roles across key functions of market advisory, treasury, relationship management, and product strategy. He expertise extends to inorganic growth through acquisitions, strategy development, and technology integration. He's successfully managed Profit and Loss centers, implemented cost-saving measures, and contributed to organizations like ICICI Bank, Standard Chartered, and Thomson Reuters.

  • Tushar Trivedi

    Tushar Trivedi

    He is an Operation and Digital Transformation Consultant with 31+ years of experience in working with MNCs and large corporate clients in India and overseas like Oracle India, PwC, Citi Bank, Kotak Mahindra Bank, and NBAD. He has also been the recipient of prestigious awards from several institutions and publications.

  • 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.

  • CA Anand Shroff

    Anand Shroff

    He have experience of over 22+ years in Strategic Advisory and Corporate Finance. As a finance head, Anand has demonstrated the ability to work across functional teams and with the senior management and Board of Directors and achieved the organizational goals within a scheduled time through his structured approach. During his stint in the industry, Anand shouldered the responsibility of business expansion through M&A and raised capital through debts and equity. Anand has closely worked with the Promoters and took up the responsibility of execution of the entire project by coordinating with the multiple advisory agencies involved in the project. He carried this experience and assisted the Promoters with family offices set up and further advised the Promoters on domestic and overseas investments.

  • CA Hujefa Karjatwala

    Hujefa Karjatwala

    He is an associate member of the Institute of Chartered Accountants of India having experience of more than 12 years in profession. He specializes in Indirect Taxation & Internal audits. His area of interest includes Goods and Service Tax practice for SME clients and Internal audits.

  • CS Sachin Kotian

    Sachin Kotian

    He is a fellow member of the Institute of Company Secretaries of India. With Over 18 years of experience, he has expanded his advisory and compliance services for Private Equity, Venture Capital, Portfolio Companies Compliances, NBFC Registration & Compliance, Due Diligence, Mergers & Amalgamations, FDI & ODI Compliances, and ESOPs. He is also handle Client Relationships and provides guidance on FEMA / NBFC / Compounding / and other Corporate Laws related Matters.

  • 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 associate member of the Institute of Company Secretaries of India. He has experience of more than 10 years and specializes in the areas of Listing Compliance, SME & Mainboard IPO, Preferential Issues, Capital Structuring in Listed Companies, SEBI Intermediary Registration & Compliances, ESOP, Mergers & Amalgamations, Implementation of Resolution Plans after NCLT Approval, and other related matters. He also provides guidance and support to 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 Raina Shah

    Raina Shah

    CS Raina R.Shah Corporate Governance & Compliance Specialist, with over Nine plus years of expertise in Company Secretary. She brings a strong foundation in corporate law and compliance, backed by a Bachelor of Legislative Law degree and membership with the Institute of Company Secretaries of India. Her professional focus spans Private Placement, Corporate Demergers, Foreign Acquisitions, Incorporation of International Entities, Debt Transactions, CSR, and Strategic Fundraising. Known for driving seamless corporate operations, she ensures rigorous due diligence and robust risk management, empowering organizations to grow responsibly and sustainably.

  • Chaital Vas
    Advocate & Solicitor

    Chaital Vas
    Advocate & Solicitor

    She is a member of the Bombay Incorporated Law Society (BILS). She is a seasoned corporate lawyer with over two decades of experience. She excels in corporate advisory matters, SEBI regulations, and has a rich expertise spanning industries like Banking, Real Estate, IT, and more. She is renowned for her skill in drafting legal documents and guiding clients through complex regulatory landscapes

  • Bhakti J. Thakker
    Advocate & Solicitor

    Bhakti J. Thakker
    Advocate & Solicitor

    She is a member of the Bombay Incorporated Law Society (BILS). She has handled Real Estate Transactions such as the sale of land/ flats, leave and license, leases and Wills, Testamentary Matters, and general corporate matters such as giving legal opinions including drafting the concerned relevant deeds and documents.

  • CS Atharva Kale

    Atharva Kale

    He is an Associate Member of the Institute of Company Secretaries of India (ICSI), with a legal background and a focused interest in corporate and securities law. With a fresh perspective and strong academic grounding, he is actively involved in matters relating to company law, NBFC regulations, and SEBI compliance.

  • CS Grishma Malvankar

    Grishma Malvankar

    She is a qualified Company Secretary with over one year of experience in corporate and compliance laws. She has worked on various matters including secretarial compliance, drafting, and corporate governance, with a strong focus on accuracy and attention to detail. She has been actively involved in key projects such as Employee Stock Option Plans (ESOPs) and fast-track mergers, demonstrating her ability to handle complex legal and regulatory processes.

  • 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.

  • CA Aakash Sarda

    Aakash Sarda

    He is a qualified Chartered Accountant having an experience of over 7 years in Indirect Taxation. He has worked with Deloitte in the Indirect Taxation team for over 5 years. He has handholded clients with Service Tax, VAT/CST, GST compliances, advisory, refunds, department audits, inquiries and investigations by intelligence wings of the department and litigation matters. He also holds experience in conducting Anti-Profiteering study. He has assisted in preparing a representation for Gems & Jewellery sector on GST concessions sought by them. Further, he holds experience with SEZ related matters such as setting up a unit in SEZ area, their monthly compliances and advising them on their business transactions. His experience also covers the examination of agreements and evaluates the GST impact of the transaction under consideration. He has provided various opinions through Memo/Notes on issues specific to clients business and industry wide issues. He has served clients like General Insurance, Internet Telecommunication, Information Technology, Hospitality sectors etc. among others.

  • Adv Dhruti Shah

    Dhruti Shah

    She is an attorney practising in taxation matters. She had represented clients before High Court, Debt Recovery Tribunals, City Civil Court and various other forums. She holds experience in handling GST advisory, compliances, returns, computation of tax & it's payment thereof and maintaining audit trials & reports for assistance with assessments. She has served clients in various sectors viz-a-viz Banking, Information Technology, Education, Gaming & Entertainment.