Directors' remuneration u/s 349

Dear Members,

Kindly throw light  on the  following query:-

We have a limited company having Net Profit 40 crore (including dividend Rs. 25 crores, interest 5 crores from other sources).  The company is a manufacturing company.

How the net profit will be calcutated as per section 349 of the Companies Act? Whether dividend income and interest income will be deducted or not. If deducted, then why?

Please give your valuable advice.

Thanks & Regards,

Harvinder Kumar