schedule V

Section 197 and the Schedule V of the Companies Act 2013 are only applicable on Public companies. Every public company is bound to comply with these provisions in relation to payment of remuneration to their managerial personnel (MD, WTD, managers).

As per Section 197, the total remuneration to managerial personnel should be limited to 11% of Profit. If it exceeds the 11% limit, the company would need approval from the members in a general meeting by passing SR.

Also, as per section 197, in case the company has incurred losses or insufficient profits, it shall need to comply with conditions mentioned in the concerned part of Schedule V to the act.

Section 197 is not applicable on following classes of companies:

• Private Companies
• IFSC Public Companies 
• Government Companies