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of <h1>Section 197 Limits Director Pay in Public Companies to 11% of Profits, Requires Special Resolution for Higher Remuneration</h1> Section 197 of the Companies Act, 2013, 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 unless approved by a special resolution. If profits are inadequate, remuneration must comply with Schedule V. Directors can earn fees for meeting attendance, subject to prescribed limits. Excess remuneration must be refunded to the company. Disclosures regarding director remuneration ratios are required in the Board's report. Violations incur penalties, and auditors must verify compliance in their reports.
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