198. 1[ Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits.
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 managing agent, secretaries and treasurers or 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, 350 and 351, except that the remuneration of the directors shall not be deducted from the gross profits: Provided that nothing in this section shall affect the operation of sections 352 to 354 and 356 to 360.
The percentage aforesaid shall be exclusive of any fees pay- able to directors under sub- section (2) of section 309.
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.
2[ 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 whole- time 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, 348, 352, 381 and 387," remuneration" shall include,-
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);
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;
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
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.]