2015 (7) TMI 868 - AT - Income Tax

Disallowance for alleged excess remuneration paid to the Directors - Held that - Issue before us is covered by a co ordinate bench of the Tribunal, Mumbai Benches, in assessee s own case for the assessment year 2008 09 and 2009 10 wherein held the assessee had made excessive payment of remuneration to the Director but same was approved by the central government, as required by the Companies Act.1n these circumstances, we are of the opinion that there was no contravention of the provisions of the Act. During the course of hearing, our attention has been drawn upon two letters issued by Ministry of Corporate Affairs, Government of India, dated 31st August 2010 and 30th September 2010, wherein sanction has been granted by the Government of India for the remuneration payable to Shri Mahadevan Gopalakrishnan Iyer, the Managing Director of the company for ₹ 72,10,996; and Shri S.G. Rao, Whole-Time Director, for ₹ 51,00,000, respectively. Thus, after these approval letters, it cannot be said that the remuneration paid to the director is in excess of the limits prescribed under the relevant law. - Decided in favour of assessee.

Issues: Alleged excess remuneration paid to directors.

Detailed Analysis:

1. The appeal was filed against the order passed by the Commissioner of Income Tax (Appeals) regarding the alleged excess remuneration of Rs. 29,63,051 paid to the directors for the assessment year 2010-11. The Revenue contended that the disallowance was made based on the auditors' report and without considering subsequent sanctions granted by the Central Government. The Central Government had approved the excess remuneration paid to the directors, and the appellant had a history of similar approvals in earlier years. The appeal raised concerns about the correct interpretation of the auditors' remarks and the authority of the Central Government to sanction excess remuneration under the Companies Act, 1956.

2. The assessee company, engaged in manufacturing, filed its return declaring income of Rs. 5,74,40,436. The Assessing Officer observed excess remuneration paid to directors and sought explanations. The company had applied for approval from the Central Government, which was not accepted by the Assessing Officer. Consequently, the excess remuneration was added to the total income. The CIT(A) confirmed this decision, citing past cases and the auditors' reports as evidence of excessive remuneration.

3. The Tribunal considered the appeal in light of previous decisions in the assessee's favor for the assessment years 2008-09 and 2009-10. The Tribunal noted that the excessive remuneration was approved by the Central Government as required by the Companies Act, and thus, there was no contravention of the law. The Tribunal referred to specific orders and letters from the Ministry of Corporate Affairs, Government of India, granting approval for remuneration to the directors. The Tribunal set aside the CIT(A)'s order and allowed the grounds raised by the assessee, ultimately allowing the appeal.

In conclusion, the Tribunal's decision was based on the approval granted by the Central Government for the excess remuneration paid to the directors, in compliance with the Companies Act. The Tribunal relied on past decisions and relevant provisions of the law to determine that there was no contravention in paying the excess remuneration. The appeal was allowed, overturning the CIT(A)'s decision and providing relief to the assessee regarding the alleged excess remuneration.

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