Appointment of md/wtd in an unlisted public ltd. company

In a public company having share capital of less than Rs.5 crores, appointment of MD/WTD is not mandatory.  However, still if the co. so appoints MD/WTD you will have to follow provisions of Section 269 read with Sch.XIII.

There has been lot of confusion regarding applicability of sec. 269 and sch xiii in case of appointment of MD/WTD in a company having share capital less than 5 crores. Can you please let me know what is required to be referred to confirm the same.

Shikha, there is no confusion.  As per Sec.269(1) it is not mandatory to appoint MD in co. with paid up capital  of less than Rs.5 crores.  However, as per Sec.269(2) appointment of MD in any public company has to be with CG approval unless Sch.XIII is complied with.  Sec.269(2) does not talk of paid up capital.  Hence you can pay remuneration to him as per Sch.XIII else you will have to take CG approval.