Waiver of cg approval-urgent

Shri P.C.Agrawal sir,

please help me in interpreting the Section 197 (3) and (11)

Query :

1) when the Company has one managing Director and two Whole time directors , then the Remuneration of all 3 should not exceed 11 % of net profit of the Company  ..The remuneration of all the 3 taken together is excedding the 11 % , but company has complied with the Schedule V , still Company will have to approval of CG in MR-2 , please suggest in light of Provision of  Section 197 (3) and (11).?

regds

No, CG approval is  not required if requirements of Sch.V are complied with, as clearly mentioned in both the sub-sections.

Shri P.C.Agrawal sir

Thank you so very much sir for the prompt reply , and helping us , as always 

regds