The notifcation issued on 8th February, 2011 viz., GSR 70E has made prior Central Government approval compulsory only for listed companies and subsidiaries of listed companiaes.
Unlisted companies which are not subsidiaries of listed companies may pay remuneration in excess of the limits laid down under Schedule XIII of the Act by obtaining the approval of the members through a special resolution passed at a General Meeting. The resolution must be recommended by a Remuneration Committee.
The same notification amended the definition of Remuneration Committee and says in case of unlisted companies Remuneration Committee means committee of the Directors of the Company. The requirement to appoint independent directors to the remuneration committee has been waived.
Another notification issued on 14th July, 2011 further amended the law and says that in case of listed companies, if the said director is a professional and doesnot hold any interest in the capital of the company,even in such cases Central Government approval shall not be required.