Kiyan International Ltd., is a listed entity on the leading stock exchange platform. It had appointed one Executive Promoter Director in 2019 on a monthly salary only. The company now proposes to appoint another Executiv

CS Executive · Securities Laws and Capital Markets · PYQS · June 2022
Kiyan International Ltd., is a listed entity on the leading stock exchange platform. It had appointed one Executive Promoter Director in 2019 on a monthly salary only. The company now proposes to appoint another Executive Promoter Director on the Board at the same monthly salary. The aggregate annual remuneration to such directors exceeds five per cent of the net profit of the company. Whether it will make any difference, if the company pays fees/compensation instead of fixed monthly salary?

Answer & Explanation:

As per Section 2 (78) of the Companies Act, 2013 "remuneration" means any money on its equivalent given or passed to any person for services rendered by him and includes perquisites is defined under the Income-tax Act. 1961. Further, Sections 197(5) and (6) of the Companies Act, 2013 state that a director may receive remuneration by way of fee for attending meetings of the Board or Committee thereof or for any other purpose whatsoever as may be decided by the Board and that 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. In view of above, it will not make any difference, if the Company pays fees/ compensation instead of fixed monthly salary, as the definition under the Companies Act, 2013 is all inclusive of the fees / compensation.

Topics: Corporate Governance

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