Managerial remuneration under Indian corporate law is regulated primarily by the **Companies Act, 2013**, along with the rules and schedules prescribed under it. The law sets limits on the amount of remuneration that can be paid to **directors, managing directors, whole-time directors, and managers** of a company, especially in public companies, to ensure fairness, transparency, and protection of shareholder interests.

The key provisions are laid out in **Section 197** of the Act, and **Schedule V** provides detailed guidelines for companies that have inadequate or no profits.

In a financial year, the **total managerial remuneration** payable by a public company to its directors, including managing director and whole-time director, and its manager, **shall not exceed 11%** of the **net profits** of the company, calculated as per Section 198 of the Act. However, this limit can be exceeded with the approval of shareholders through a **special resolution** and subject to compliance with Schedule V.

There are further caps within this overall limit:

* **Managing director or whole-time director or manager**: remuneration shall not exceed **5%** of the net profits, if there is only one such person.
* If there is more than one such director or manager, the remuneration shall not exceed **10%** of net profits to all such persons combined.
* **Non-executive directors**, including independent directors, may be paid remuneration not exceeding **1%** of net profits if there is a managing or whole-time director, or **3%** if there is none.

In case a company has **no profits or inadequate profits**, remuneration can be paid in accordance with **Schedule V**, which specifies the maximum limits based on the company’s effective capital. If a company wishes to pay beyond these limits, it must obtain **Central Government approval**.

All payments must be approved by the **board of directors**, and in most cases, also by the **shareholders** in a general meeting. Detailed **disclosure requirements** regarding managerial remuneration are also enforced in the annual financial statements and board reports.

These regulations aim to prevent excessive payouts, ensure accountability, and align the interests of management with the long-term goals of the company and its stakeholders.