Director remuneration approval changes require special resolution and creditor consent where defaults exist; auditors must report compliance. Amendments remove prior Central Government approval and require company approval of director remuneration by special resolution, with prior creditor consent where the company has defaulted. Directors who receive excess remuneration must refund it within two years or a lesser period and hold it in trust until refunded. Waiver or approval of such refunds must be sanctioned by special resolution within two years, subject to creditor consent in default cases. Auditors are required to report on remuneration compliance. Pending Central Government applications under the old regime abate; companies must obtain approval under the amended provisions within one year.