Independent director as per schedule xiii of companies act.

Dear All,

Please guide.

Our is a private company subsidiary of unlisted public company, we have negative effective capital.

Appointment of MD,WTD or Manager is mandatory in our case as per Sec 269.

However this appointment has to be authorised by Remuneration Commitee as per Schedule XIII, fortunately CG approval is not required as per latest MCA Circular dt. 14.07.2011.

However our problem is as per Schedule XIII remuneration committee shall be constututed of 3 Non Executive, Independent directors.

There is no def. of Independent directors as per Companies Act thus it is presumed that def. as per Listing Agreement Clause 49 is adopted which says

‘independent directors’ means directors who apart from receiving director’s remuneration, do not have any other material pecuniary relationship or transactions with the company, its promoters, its management or its subsidiaries, which in judgment of the board may affect independence of judgment of the directors.”  

In our case all our directors are employee of Promoter Co. or its group Company.

Thus we dont have any independent director.

We where also considering the possibility of appointment of manager, who shall also be a director who does'nt receives remuneration from our company but from the promoter company, is it possible till todays date that per son is reciving the remuneraion from our company .