Overview of Board Committee

AUDIT COMMITTEE

Section 177 of the Companies Act, 2013

The Audit Committee is required to be formed by the following companies:

1. Every Listed Public Companies  OR

2. Every Public Companies with:

• Paid up capital of Rs. 10 crores or more OR
• Turnover of Rs. 100 crores or more OR
• Borrowings, loans, debentures or deposits exceeding Rs. 50 crores

Shall have an audit committee.

There are following companies who are out of the scope from constituting the Audit Committee:

1. A joint venture;
2. A wholly owned subsidiary; and
3. A dormant company.
4. There shall be minimum three directors in which two third and majority of the directors shall be independent.
5. Every such company shall establish a vigil mechanism for its directors and employees to protect them against the victimization.
6. As per the listing agreement, the audit committee shall meet at least four times in a year and the gap between two meetings shall not be more than 120 days.

NOMINATION AND REMUNERATION COMMITTEE

Section 178 of the Companies Act, 2013

The Nomination and Remuneration Committee is required to be formed by the following companies:

1. Every Listed Public Companies OR

2. Every Public Companies with:

• Paid up capital of Rs. 10 crores or more OR
• Turnover of Rs. 100 crores or more OR
• Borrowings, loans, debentures or deposits exceeding Rs. 50 crores

Shall have a Nomination and Remuneration Committee.

There are following companies who are out of the scope from constituting the Nomination and Remuneration Committee:

1. A joint venture;
2. A wholly owned subsidiary; and
3. A dormant company.
4. The Nomination and Remuneration Committee shall comprise of three or more directors which shall be non-executive and out three one half shall be independent directors.
5. The committee shall be responsible for forming the criteria for qualifications, positive attributes and independence of a director and a policy for ascertaining the remuneration for directors, KMPs and other employees.

STAKEHOLDERS RELATIONSHIP COMMITTEE

1. Every company who has not more than 1000 shareholders, debenture holders, deposit holders and any other security holders during any financial year shall make a stakeholders relationship committee.
2. The stakeholder relationship committee shall comprises of directors who are non-executive directors and such other member prescribed by the Board.
3. The object of such committee shall be to consider and resolve the complaints of security holders of the company.
4. The Chairperson of such committee or in his absence, any authorized member shall attend the annual general meeting of the company.

RISK MANGEMENT COMMITTEE

The board of directors of the top 100 listed entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year shall make a Risk Management Committee.

Provided that, the 100 listed entities has been extended to 500 listed entities notified on 9^th May, 2018 which will be effective from 1^st April, 2019.

1. The board shall make this Committee, where the majority of members comprises of members of the board of directors. The Chairman of the Risk management committee shall be a member of the board
2. The board of directors shall specify the role and responsibility of the Risk Management Committee and may assign, monitoring and reviewing of the risk management plan to the committee and such other functions as it may deem fit.