Is Company Secretary a 'managerial personnel' for the purpose of restrictions on remuneration under section 197? Is his salary considered for the purpose of computation of managerial remuneration? Would it make any diffe

As per section 197 of the Companies Act, 2013, the total managerial remuneration payable by a public company to its directors, including managing director and whole time director and its manager in respect of any financial year shall not exceed eleven per cent of the net profits of that company. As such, Company Secretary is not a 'managerial personnel' for purpose of restriction on remuneration under section 197 of the Companies Act, 2013. His salary is not considered for purpose of computation of 'managerial remuneration' under section 197, if he is a director of a company the provisions of section 197 of the Act shall prevail upon. Therefore, a Company Secretary's salary is generally not considered for the computation of managerial remuneration under Section 197 unless he also holds the position of a director, in which case the provisions of Section 197 regarding director's remuneration would apply.