Directors remunaration

Dear all, I am working with Private Company which is wholly owned subsidiary of Japanese Company , we have one Managing Director and one Executive Director , I understand that in the exemption notification 5th June 2015 provision of 196 (4) & (5) have been done away for Pvt. Co. hence there is no requirement of shareholders approval for appointment / re-appointment of Managing Director. However , for complying the requirement of 152(2) we have passed ordinary resolution for re-appointment of MD at general meeting. However , my auditors are asking for special resolution approving the contract with MD as per provision of section 188(1) (d) . When I checked many notices of the Public limited listed companies sent for the appointment of MD /ED , I understood that all these resolutions are passed under section 196 & 197 . No Co. has mentioned that resolution is passed for compliance of section 188. As of now , my understanding was section 188 (1) (d) which talks about the availing of services from the related parties does excludes normal remuneration paid for rendering services in capacity of the Director. I am unable to identify any specific section explanation which states that normal remuneration paid for the services of the Directors are exempt from the purview of the section 188. Kindly let me know whether my understanding is correct and also share with me if you have any supporting facts for the said view.