Once again after a
long time I am back with an important concept in corporate accounting
that is, Managerial remuneration. First of all we need to understand
what managerial remuneration means, it is the remuneration given to the
managerial level personnel that is, whole time director, managing
director, and other independent and executive director.
We know that a
company is managed by the board of directors in which few are
responsible to run and managed the business these are called managing
director or whole time directors and other are responsible to see
whether company is doing the work according to the laws and
regulations and whether any interest of internal or external parties
like shareholder, debenture holder etc has been affected by the
conduct of the company.
So there are
basically two groups in board of directors -first, who execute the
business operation (get the things done from people) and other who
oversee the working of first group of managers.
Before I continue to
the provision of company act regarding managerial remuneration, I must say that there is a difference between managing director and
whole time director. Managing director can be appointed for fixed
term say 5 year but whole time director are the employee of a company
working as an employee and are not appointed for fixed term. Where
the work of company is diversified each whole time director is
appointed for each segments. But managing director is the person
managing whole business. If I talk about Larsen and Toubro company,
Mr M.V. Kotwal is the whole time director of Heavy Engineering
segments, Mr S.N. Subhrahmanyan is the whole time director of
infrastructure and construction and so on but Mr k. Venkatraman is
the only managing director of the company.
So it is clear that
there is a difference between managing and whole time director.
Calculation of
managerial remuneration when there is adequate profit or sufficient
profit.
Now section 197 of
the company act 2013 deals with the managerial remuneration. It says
that overall managerial remuneration given to whole time or managing
director and other independent director should not be more than 11%
of the net profit of the company determine as per sec 198.
second criteria is ,
in that 11 % remuneration--remuneration given to whole time director
or managing director should not be more than 10% of the net profit
determine as per sec 198. and remuneration to other director
(independent directors) should not be more than 1% of the net profit
as per sec 198.
third criteria is ,
if there is only one managing or whole time director in a company
than the remuneration to him should not be more than 5% of the net
profit as per sec 198.
fourth criteria is,
if there is no managing director or whole time director then the
remuneration given to other directors (that is independent director)
should not be more than 3% of the net profit determine as per
sec198.
Independent
directors are not the employee of the company they just see the
workings of executive directors (that is whole time or managing
directors ) they get sitting fees for their work. Their sitting fees
are also included in the managerial remunerations which should not be
more than 1% of the net profit
one thing should be
noted that chairman is of two types executive chairman and non
executive chairman. Executive chairman is treated as whole time
director in calculating managerial remuneration.
Non executive is
treated as other director in calculating managerial remuneration.
Sec 198 determines
the net profit for the purpose of managerial remuneration. What we
have to do is take net profit as per profit and loss account and add
back provision for tax and all the capital expenditure included in
p/l and deduct all the capital related income included in p/l.
In case of
depreciation multiple shift allowance expenses is allowable and
should not be added back but special depreciation is not allowable
and to be added back from net profit as per p&l .
profit on sale of
investment should be deducted from net profit as per p&l.
In case of profit on
sale of fixed asset, it should be deducted to the extent of
difference between cost and wdv of asset. For example profit on sale
of machine showing in credit side of p&l is 8000 rupees, and cost
of that machine was 150000 and wdv was 145000. here the difference
between wdv and cost is 5000 and profit on sale is 8000 so 3000
should be deducted from net profit of the company for calculating net
profit for the purpose of managerial remuneration.
Loss on sale of
fixed asset should not be added back.
If the profit after
appropriation is given in the question then all the reserves,
dividends should be added back.
Take a question,
Net profit for the
year 100,000 rupees. The following amount have also been taken into
consideration in calculation of net profit:
1. provision for tax
–20,000
2. subsidy received
from government—30,000
3.bonus paid to
technician –5000
4. depreciation
(multiple shift allowance of rs 2000 is included in it)--7000
5. investment
allowance reserve—700
6. compensation to
injured employee—1000.
7. profit on sale of
investment—2500.
8. profit on sale of
fixed asset (original cost 20000 and wdv 11000)--15500
Calculate the
remuneration payable to managers and other directors.
ANS:
Net profit –100,000
Add: provision for
tax –20,000
investment
allowance reserve—700
less: profit on sale
2500
less: profit on sale
–6500
(bonus paid to
technician is allowable expenses whereas, subsidy received is allowable income so they are not taken into above calculation. )
so the adjusted net
profit is 111700. thus, remuneration given to managers should not
be more than 10% of 111700. that is, 11170. and to the other
directors not more than 1% i.e 1117
Calculation of
managerial remuneration when there is no profit or inadequate profit
of company:
where the effective capital is
negative or less than 5 crore----yearly remuneration should not
exceed 30 lakh.
5 crore and above but less than 100 crore—should not exceed 42 lakh
100 crore and above but less than 250 crore-- should not exceed 60
lakh.
250 crore and above—60 lakh plus 0.01% of the effective capital over
250 crore.
"Effective capital" means the
aggregate of the paid-up
share capital (excluding share application money or advances
against
shares); amount, if any, for the time being standing to the credit of
share premium
account; reserves and surplus (excluding revaluation
reserve); long-term loans and deposits
repayable after one year (excluding working capital loans, over
drafts, interest due on loans
unless funded, bank guarantee, etc., and other short-term
arrangements) as reduced by the
aggregate of any investments (except in case of investment by an
investment company whose
principal business is acquisition of shares, stock, debentures or
other securities), accumulated
losses and preliminary expenses not written off.
Thus, it was all about managerial remuneration. Hope you all liked it
. If you have any questions feel free to write me in the comment box below.
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