Board ResolutionBoardSection 197(1)Section 178

Revision of Managerial Remuneration

All companies (other than private companies). Revision of remuneration to MD/WTD/Manager requires Board approval on NRC recommendation, followed by shareholder approval if exceeding Schedule V limits.

Your board is only as strong as the process for changing it. Section 197(1) governs exactly how this plays out. Concretely: total managerial remuneration (all directors incl. MD/WTD + Manager) capped at 11% of net profit (computed per Sec 198, without deducting directors' own remuneration from gross profit). Fi CTC Generator gets you there in under 3 minutes — correctly, the first time.

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Revised remuneration must comply with Section 197 limits (overall managerial remuneration not exceeding 11% of net profits). If in excess of Schedule V limits, Central Government approval (Form MR-2) may be required.

Section 197(1), Companies Act 2013; Schedule V

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