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

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....rs shall not be deducted from the gross profits:           Provided that the company in general meeting may, with the approval of the Central Government, 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,-      (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 ....

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....les of the company, or by a resolution or, if the articles so require, by a special resolution, passed by the company in general meeting and the remuneration payable to a director determined aforesaid shall be inclusive of the remuneration payable to him for the services rendered by him in any other capacity:           Provided that any remuneration for services rendered by any such director in other capacity shall not be so included if-                (a) the services rendered are of a professional nature; and                (b) in the opinion of the Nomination and Remunera....

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....y way of remuneration any such sums in excess of the limit prescribed by this section or without the prior sanction of the Central Government, where it is required, he shall refund such sums to the company and until such sum is refunded, hold it in trust for the company.      (10) The company shall not waive the recovery of any sum refundable to it under sub-section (9) unless permitted by the Central Government.      (11) In cases where Schedule V is applicable on grounds of no profits or inadequate profits, any provision relating to the remuneration of any director which purports to increase or has the effect of increasing the amount thereof, whether the provision be contained in the company's....