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of <h1>New Companies Bill: Clause 197 Caps Director Pay at 11% of Profits, Sets Approval and Disclosure Rules</h1> The Companies Bill, 2011, Clause 197, regulates managerial remuneration in public companies. It caps total remuneration for directors, including managing and whole-time directors, at 11% of net profits, with specific limits for individual directors. Exceeding these limits requires approval from the company in a general meeting and the Central Government. In cases of no or inadequate profits, remuneration must comply with Schedule V or have government approval. Directors can receive fees for meetings, but independent directors cannot receive stock options. Any excess remuneration must be refunded, and companies must disclose director remuneration ratios. Violations incur fines between one lakh and five lakh rupees.
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