ABC Corporation Ltd. has no managerial person acting in professional capacity. During the current financial year the company sustained a loss. How can the company remunerate their non-professional managerial personnel in

CS Executive · Company Law · PYQS · June 2019
ABC Corporation Ltd. has no managerial person acting in professional capacity. During the current financial year the company sustained a loss. How can the company remunerate their non-professional managerial personnel in such a situation?

Answer & Explanation:

The ABC Corporation Ltd. can remunerate their non-professional managerial personnel according to the following provisions of Section 197 of the Companies Act, 2013 read with Schedule V of the Act , which provides as under: If in any financial year, a company has no profits or its profits are inadequate, the company shall not pay by way of remuneration any sum exclusive of sitting fees to its directors including any managing or whole- time director or manager except in accordance with the provisions of Schedule V. In cases where Schedule V is applicable on grounds of no profits or inadequate profits, any provision relating to the remuneration of any director which purports to increase or has the effect of increasing the amount thereof, whether the provision be contained in Company's memorandum or articles, or in an agreement entered into by it, or in any resolution passed by the company in general meeting or its Board, shall not have any effect unless such increase is in accordance with the conditions specified in that schedule. 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 Limit of Yearly remuneration payable shall not exceed Negative or less than ₹5 crore ₹60 lakhs ₹5 crores or above but less than ₹100 crores ₹84 lakhs ₹100 crore and above but less than ₹250 crore ₹120 lakhs ₹250 crores and above ₹120 lakhs plus 0.01% of the effective capital in excess of ₹250 crore Provided that the remuneration in excess of above limits may be paid if the resolution passed by the shareholders is a special resolution.

Topics: Managerial Remuneration

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