Section 198 - Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits. - Companies Act, 1956

Managerial remuneration, etc Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits. [1] [198. (1) The total managerial remuneration payable by a public company or a private company which is a subsidiary of a public company, to its directors and its [2] [* * *] manager in respect of any financial year shall not exceed eleven per cent of the net profits of that company for that financial year computed in the manner laid down in sections 349 [3] [and 350], except that the remuneration of the directors shall not be deducted from the gross profits. [4] [* * *] (2) The percentage aforesaid shall be exclusive of any fees payable to directors under sub-section (2) of section 309. (3) Within the limits of the maximum remuneration specified in sub-section (1), a company may pay a monthly remuneration to its managing or whole-time director in accordance with the provisions of section 309 or to its manager in accordance with the provisions of section 387. [5] [(4) Notwithstanding anything contained in sub-sections (1) to (3), but subject to the provisions of section 269, read with Schedule XIII, if, in any financial year, a company has no profits or its profits are inadequate, the company shall not pay to its directors, including any managing or wholetime director or manager, by way of remuneration any sum [exclusive of any fees payable to directors under sub-section (2) of section 309], except with the previous approval of the Central Government.] Explanation . For the purposes of this section and sections 309, 310, 311, [6] [* * *] 381 and 387, "remuneration" shall include, (a) any expenditure incurred by the company in providing any rent free accommodation, or any other benefit or amenity in respect of accommodation free of charge, to any of the persons specified in sub-section (1); (b) any expenditure incurred by the company in providing any other benefit or amenity free of charge or at a concessional rate to any of the persons aforesaid; (c) any expenditure incurred by the company in respect of any obligation or service, which, but for such expenditure by the company, would have been incurred by any of the persons aforesaid; and (d) any expenditure incurred by the company to effect any insurance on the life of, or to provide any pension, annuity or gratuity for, any of the persons aforesaid or his spouse or child.] --------------------------------------- Notes:- [1] Substituted by the Companies (Amendment) Act, 1960, Act 65 of 1960, section 56, for section 198. [2] Omitted by the Companies (Amendment) Act, 2000 w.e.f. 13-12-2000. as provisions relating to managing agents, secretaries and treasures had become redundant after abolition of system by Act 17 of 1969. [3] Substituted for ", 350 and 351" by the Companies (Amendment) Act, 2000, w.e.f. 13-12-2000. [4] Omitted by the Companies (Amendment) Act, 2000 as provisions relating to managing agents, secretaries and treasures had become redundant after abolition of system by Act 17 of 1969. [ Provided that nothing in this section shall affect the operation of section 352 to 354 and 356 to 360 ]. [5] Substituted by the Companies (Amendment) Act, 1988, section 25, w.e.f. 15-6-1988. Prior to the substitution, sub-section (4) read as under: "(4) Notwithstanding anything contained in sub-sections (1) to (3), if in any financial year, a company has no profits or its profits are inadequate, the company may, subject to the approval of the Central Government, unless such approval has been obtained under any other provision of this Act, pay to its directors (including any managing or whole-time director), its managing agent, secretaries and treasurers, or manager, or if there are two or more of them holding office in the company, to all of them together by way of minimum remuneration, such some not exceeding fifty thousand rupees per annum [exclusive of any fees payable to directors under sub-section (2) of section 309] as it considers reasonable." [6] The figures "348, 352" omitted by the Companies (Amendment) Act, 2000, w.e.f. 13-12-2000.