Section 197 of the companies Act prescribes certain limits and compliance on the remunerations of directors, including the Managing Director, Whole Time Director, and manager. Schedule V provides conditions with regard to
appointment and remuneration of Managing director, whole-time
Director and manager.

In view of the above, the provisions related to the managerial remuneration are not applicable to all KMPs but they are applicable only to such managerial personnel as mentioned in Section 197 and  Schedule V to the Companies Act, 2013. Therefore, CS and CFO not being managerial personnel as mentioned in Section
197, hence, the provisions of Section 197 will not apply on them.