Central Government approval for managerial remuneration not required where listed-company subsidiaries meet specified governance, ownership, interest and qualification conditions. Amendments to Schedule XIII exempt subsidiaries of listed companies from Central Government approval for managerial remuneration where the holding company's Remuneration Committee and Board consent, a special resolution authorizes payment, the remuneration is deemed paid by the holding company, and all members of the subsidiary are bodies corporate; remuneration fixed by the Board of Industrial and Financial Reconstruction is also exempt. A further exemption applies where the managerial person has no direct or indirect capital interest or relatedness within two years and holds a graduate qualification with specialized expertise. 'Statutory Structure' is defined as any entity entitled to hold shares under statute.