Manish and his wife Manisha are the shareholders of Vogue Ltd. holding jointly eight percent of equity shares. Manish is working in the company as executive Vice-President and draws a salary of ₹8 lakh per month. His son

CS Executive · Company Law and Practice · PYQS · December 2025
Manish and his wife Manisha are the shareholders of Vogue Ltd. holding jointly eight percent of equity shares. Manish is working in the company as executive Vice-President and draws a salary of ₹8 lakh per month. His son Mohan is an instrumentation engineer and is employed in the company drawing a salary of ₹9 lakh per month. The Manager of Vogue Ltd., Karan is paid an annual salary of ₹84 lakh. Under the circumstances does the Board of Directors have any duty of disclosure requirement towards these employees under the Companies Act, 2013? Analyse.

Answer & Explanation:

According to section 197 of Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendment thereunder the following disclosure on particulars of employees are to be made: The Board's report shall include a statement showing the names of top ten employees and the name of every employee of the company, who- i. if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore and two lakh rupees; ii. if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month; iii. if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company. Since Manish and Manisha jointly hold 8% (more than 2%) equity shares and Manish draws a salary more than that of the Manager (₹96 lakh > ₹84 lakh), his name should be disclosed in the Board's report. Further, since his son Mohan employed in company and drawing ₹9 lakh per month is more than ₹102 lakh per annum, his name should also be disclosed in the Board's report.

Topics: Appointment and Remuneration of Managerial Personnel

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