1991 (10) TMI 206

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.... "Resolved that pursuant to the provisions of sections 309(1) and 310 and other applicable provisions (if any) of the Companies Act, 1956, and subject to the approval of the Central Government being obtained, and subject to such modifications as the Central Government may direct and be agreed to by the Board (which the Board is hereby authorised to agree to), the company hereby accords its approval to the payment for a period of five years from July 1, 1983, of professional fees, as approved by the Board subject to a maximum of Rs. 15,000 per year, to Sri Amarnath Kamath, director of the company, for professional services being rendered by him to the company". The second petitioner, who is a chartered accountant by profession, is a sha....

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....y shall not be so included if - (a)the services rendered are of a professional nature, and (b)in the opinion of the Central Government, the director possesses the requisite qualification for the practice of the profession . ".. After the aforesaid resolution was passed, the same was forwarded to the respondent requesting it to express its opinion in terms of the proviso to section 309(1) of the Act indicating that the second petitioner possesses the requisite qualifications for functioning as a legal adviser of the company. The respondent after obtaining the necessary particulars from the company sent a reply, copy of which is marked as annexure D, expressing its opinion in terms of the proviso to sub-section (1) of section 309 of ....

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.... by him as a professional is independent of the remuneration payable to him as a director. Therefore, the ceiling prescribed under section 198 of the Act has no application to the remuneration payable to the second petitioner towards his professional services. The proviso to section 309(1) of the Act makes it clear that the remuneration for services rendered by a director in any other capacity shall not be included in the remuneration payable to the director in that capacity, provided the services so rendered by him are of a professional nature. In order to ensure that the overall maximum on managerial remuneration payable to the directors does not exceed the limit prescribed under section 198, the proviso to section 309(1) of the Act st....