Companies Act, 2013

Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits.

197. (1) The total managerial remuneration payable by a public company, to its directors, including managing director and whole-time director, and its manager in respect of any financial year shall not exceed eleven per cent of the net profits of that company for that financial year computed in the manner laid down in section 198 except that the remuneration of the directors shall not be deducted from the gross profits:

Provided that the company in general meeting may, [***] authorise the payment of remuneration exceeding eleven per cent of the net profits of the company, subject to the provisions of Schedule V:

Provided further that, except with the approval of the company in general meeting, [by a special resolution,]-

(i)	-	the remuneration payable to any one managing director; or whole-time director or manager shall not exceed five per cent of the net profits of the company and if there is more than one such director remuneration shall not exceed ten per cent of the net profits to all such directors and manager taken together;
(ii)	-	the remuneration payable to directors who are neither managing dire .... To read the full section download the app from Google Play store Latest Job Openings View all Featured ARTICLESHIP 19 March 2026 Article Assistant Gupta Sachdeva & Co. Chartered Accountants New Delhi CA Final View Details Featured 28 March 2026 Accountant Ashok Amol & Associates New Delhi B.Com View Details Featured 29 April 2026 Manager- Finance and Compliance Naveen Fintech Pvt Ltd Kolkata CA Inter View Details Featured 13 April 2026 GST CONSULTANCY Abhishek G Agrawal & Co. Korba CA Final View Details Featured 14 April 2026 GST CONSULTANT Abhishek G Agrawal & Co. Korba CA Final View Details Featured 28 March 2026 CA Final Ashok Amol & Associates New Delhi CA Final View Details Share  Facebook  Twitter  Linkedin  Reddit  Email  Whatsapp  Gmail  Pocket  Print  Pinterest  PDF  Translate Whatsapp Groups GST Income Tax CA Final CA Inter CAclubindia Login at CAclubindia CAclubindia India's largest network for finance professionals User Name Password Remember Me Forgot Password ? Alternatively, you can log in using: Login with Google Don't have an account? Register Now click here to register