- (1.) This petition has been filed u/s 441 of the Companies Act, 2013 praying for compounding of the offence u/s 198 of the Companies Act, 1956. The offence alleged against the applicant company was that it had paid excess remuneration to Mr. Hidehisa Uemotg, an Ex- Managing Director appointed on a fixed remuneration. In November 1997, the company became a Public company and provision of Section 198 of the Act became applicable. The said provision are reproduced as: "The total managerial remuneration payable by a public company or a private company which is a subsidiary of a public company, to its director and its manager in respect of any financial year shall not exceed eleven per cent of the net profits of that company for the financial year computed in the manner laid down in section 349, except that the remuneration of the directors shall not be deducted from the gross profits."
(2.) Mr. Hidehisa Uemoterwas paid an excess remuneration of Rs. 86,82,380/-from 1997 - 2001 in contravention of the aforesaid provision.
(3.) The offence relates to the year 1997- 2001 and is punishable u/s 629A of the Companies Act, 1956. Accordingly, RoC has recommended the fine of Rs. 35,18,500/- on the company and the other applicants.;