Ganesh and his wife Seema are the shareholders of the XY Company Ltd. holding jointly 3% of equity shares. Ganesh is working in the company as executive vice-president of Operations and he draws a salary of ₹8 lakh per m

CS Executive · Company Law · PYQS · December 2018
Ganesh and his wife Seema are the shareholders of the XY Company Ltd. holding jointly 3% of equity shares. Ganesh is working in the company as executive vice-president of Operations and he draws a salary of ₹8 lakh per month. His son Jackson is a technical specialist and is also employed in the same company drawing a salary of ₹9 lakh per month. The managing director of XY Company Ltd., Agarwal is paid an annual salary of ₹90 lakh. Under these circumstances does the Board of Directors have any duty towards these employees under Section 197 of the Companies Act, 2013?

Answer & Explanation:

According to section 197 of Companies Act, 2013 read with Rule 5(2) of 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- 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; 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; 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 Ganesh and Seema jointly hold more than 2% equity shares and Ganesh draws a salary more than that of Managing director, his name should be disclosed in the Board's report. Further, his son employed in XY Company Ltd., drawing more than ₹9 lakh rupees a month, his name should also be disclosed in the Board's report.

Topics: Appointment and Remuneration of Managerial Personnel

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