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Net profit computed under Section 198, derive it with the CSR calculator or the template. Section 197 caps total managerial remuneration at 11% of this.

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Overall ceiling, 11% of net profit
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MD / WTD / Manager ceiling
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Non-executive directors
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Profits adequate?
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Schedule V limit / managerial person (if inadequate)
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Section 197 caps total managerial remuneration of a public company at 11% of net profit (Sec 198): within that, 5% for one MD/WTD/manager (10% for more than one) and 1% for other directors (3% where there is no MD/WTD/manager). Where profits are inadequate or absent, Schedule V limits apply by effective-capital slab (doubled with a special resolution). Private companies are outside Section 197. Not legal advice, confirm with your CS / auditor.
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