(a) In light of the tenets of corporate governance and shareholder rights enshrined in the Companies Act, 2013, evaluate whether Aadhya Ltd.’s…

(a) (a) No, the company’s decision to deny Rajveer Bhatia access to Vihaan’s remuneration details was likely not justified. Section 197 (4) expressly requires that the remuneration payable to the directors of a company, including any managing or whole-time director or manager, shall be determined, in accordance with and subject to the provisions of Section 197 of the Companies Act, 2013. Determination of Remuneration can be made either by the articles or by a resolution or if the articles so require, by a special resolution passed by the company in general meeting. The remuneration so determined to be payable is required to be inclusive of the remuneration payable to him for the services rendered by any such director in any other capacity. As per Section 171 (1) of the Companies Act, 2013: (1) register of directors and key managerial personnel of the company (A) Shall be open for inspection during business hours and the members shall have a right to take extracts therefrom and copies thereof, on a request by the members, be provided to them free of cost within thirty days; and (B) Shall also be kept open for inspection at every annual general meeting of the company and shall be made accessible to any person attending the meeting. Even though a written contract might not exist, the company should still be able to provide details on Vihaan’s remuneration package. This could include information like salary, benefits, stock options, and performance-based bonuses. In conclusion, the company’s decision to deny access without proper explanation is likely questionable. Transparency is crucial for maintaining good corporate governance, and shareholders have the right to be informed about such matters. (b) Section 185 of the Companies Act, 2013 contains provisions which impose restrictions on the loans, etc. being given to directors, etc. According to the provision: As per sub-section (1) , a company is not permitted to advance any loan, or to give any guarantee or provide any security in connection with any loan taken by, - (i) any director of company, or of a company which is its holding company or any partner or relative of any such director; or (ii) any firm in which any such director or relative is a partner. Further sub-section (3) states that above provision shall not apply: (a) where any loan is given to a managing or whole-time director- (i) as a part of the conditions of service extended by the company to all its employees; or (ii) pursuant to any such scheme which is approved by the members by a special resolution. (b) where a company in the ordinary course of its business: provides loans or gives guarantees or securities for the due repayment of any loan; and In respect of such loans an interest is charged at a rate not less than the rate of prevailing yield of one year, three years, five years or ten years Government security closest to the tenor of the loan. Accordingly, following are the answers to the stated problems: (i) In the first case it would violate section 185 (1) of the Companies Act, 2013. Aadhya Ltd. is not permitted to advance any loan, or to give any guarantee or provide any security in connection with any loan taken by K. Ahuja (director) of the company. (ii) In the second case, as per section 185 (3) , restrictions imposed in section 185 (1) , will not apply to giving of loan to Bharat Mehta, the whole-time director if it is given as a part of the conditions of service extended by the company to all its employees.