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of <h1>Section 197 caps public company director pay at 11% of net profits, mandates disclosures and refund of excess</h1> Section 197 limits total managerial remuneration in a public company to 11% of net profits (calculated under Section 198), with specific caps for individual managing/whole-time directors, managers, and non-executive directors, unless increased by special resolution and subject to Schedule V. In years of no or inadequate profits, remuneration must comply with Schedule V. Remuneration may be fixed by articles or resolution, include fees and profit-based components, and exclude certain professional services. Excess remuneration must be refunded and cannot be waived without special resolution and, in case of creditor defaults, prior creditor approval. Listed companies must disclose director-to-median employee pay ratios. Non-compliance attracts monetary penalties, and auditors must report on compliance.
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