Schedule v

Part-I relating to Appointments is applicable to  all companies including private companies.

Part-II relating to remuneration is applicable only to public companies.

Sec.197(1) puts restrictions on remuneration payable  only by a public company.  However Sec.197(3) provides that in case of no profits or inadequate profit "a company" can pay remuneration as per Sch.V.  Here "public company" has not been used which has created doubt about its applicability to private companies also.  However, looking to intention of the law as mentioned in Sec.197(1), it can be said that Sch.V is not appicable to private companies.  MCA should issue clarification on  this.