Monthly remuneration test under the Companies Act excludes contingent annual benefits when assessing section 314 liability.

Section 633(2) of the Companies Act, 1956 was treated as available to a company's marketing manager because "officer" is defined inclusively and extends to a manager, so the maintainability objection failed. On remuneration, section 314(1B) was applied by reference to total monthly remuneration, not aggregate annual earnings, and the broader definition of "remuneration" in section 198 was not read into that provision. Bonus, leave encashment, medical reimbursement and similar contingent sums were not counted as monthly emoluments on the facts found, so no contravention of section 314(2C) and no Central Government approval requirement arose.

---

---

Issues: (i) whether the petition under section 633(2) of the Companies Act, 1956 was maintainable at the instance of the marketing manager as an officer of the company; (ii) whether the petitioner's remuneration attracted the prohibition and consequences under section 314(1B) and section 314(2C) of the Companies Act, 1956.

Issue (i): whether the petition under section 633(2) of the Companies Act, 1956 was maintainable at the instance of the marketing manager as an officer of the company.

Analysis: Section 633 confers power on the High Court to grant relief to an officer who apprehends proceedings for negligence, default or misfeasance. The term "officer" is defined inclusively in section 2(30) of the Companies Act, 1956 and extends to a manager. On that basis, the petitioner, being a marketing manager, was entitled to seek relief under section 633.

Conclusion: The petition was maintainable and the objection to maintainability was rejected.

Issue (ii): whether the petitioner's remuneration attracted the prohibition and consequences under section 314(1B) and section 314(2C) of the Companies Act, 1956.

Analysis: Section 314(1B) turns on "total monthly remuneration" and not on aggregate annual earnings. The broader definition of "remuneration" in section 198 is not expressly extended to section 314. Items such as bonus, reimbursement in lieu of leave, medical reimbursement and similar contingent payments were not monthly emoluments in the statutory sense. The petitioner's salary and regular monthly emoluments did not exceed the statutory ceiling, and the addition of other amounts did not change that position.

Conclusion: The petitioner did not attract liability under section 314(2C) and no Central Government approval was required on the facts found.

Final Conclusion: The petitioner was entitled to relief, as the petition was maintainable and no contravention of the monthly remuneration ceiling under section 314 was established.

Ratio Decidendi: For the purpose of section 314(1B) of the Companies Act, 1956, the relevant test is the officer's monthly remuneration, and contingent or annual benefits are not to be treated as monthly remuneration unless they form part of regular monthly emoluments.

---