Remuneration to whole time director

Dear All,

X Public Ltd.  closely held is paying remuneraiton to its whole time director arround 60 lacs in FY 13- 14 in following senario.

The co. has inccured a loss for the FY and the SR passed by shareholders expired on 31.03.13 and CG approval U/s. 269 expires. Now what I have to do for ractify the re-appointment of WTD. Can I pass a back dated SR. 

Under Schedule XIII - Part II-No profit - for public ltd it puts some procedure to be followed like remuneration comittee app..and disclosures ..gives restirction only for listed & its subsidary- No CG Approval.

But in 269 for app of wtd says if the sch-XIII is not complied and return not filled within 90 days CG approval is necessary. 

Pls clarify , share holders SR is enough or CG approval is requried. Also any changes in the new co. 2013