Remuneration Committee

Independent Directors is define in clause 49 of listing agreement. Kindly consider that definition and appoint the Remuneratin Committee as per the clause 49 of the listing agreement.

Considering your case

In terms of schedule XIII of the companies Act, word Independent director should be construed as director who is not in whole time-employment with the company. If we apply strict interpretation of law, it can be a director who is independent of such transactions.

"Is the word independent in the Schedule XIII  used in the context of listed companies." No it is not used in the context of Listing Agreement. Listing agreement came into existance much after the amendment in schedule XIII.

You can very well form a remuneration commiitee consisting of non-executive director.

Regards

If remuneration is in accordance with Part II Section I i.e. company having profits, no need to have a remuneration committee.

However if the appointment is in accordance with Part II Section II then you need to have a Remuneration committee consisting of 3 non-executive directors.  In most of the public limited closely held companies, audit committee, remuneration committee, etc. are formed with non-executive directors only as they do not have independent directors.