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Nomination and Remuneration Committee

As per Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its power) Rules, 2014, the Board of Directors of every company and the following classes of companies are required to constitute a Nomination and Remuneration Committee of the Board:

(i) All public companies with a paid up capital of 10 crore rupees or more;

(ii) All public companies having turnover of 100 crore rupees or more;

(iii) All public companies having in aggregate, outstanding loans or borrowings or debentures or deposits exceeding 50 crore rupees or more.

Composition: Nomination and Remuneration Committee consisting of 3 or more non-executive directors out of which not less than one-half shall be independent directors.

Functions:

(i) The Nomination and Remuneration Committee shall identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the board their appointment and removal and shall carry out evaluation of every director’s performance[Section 178(2)].

(ii) The Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a director, and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees [Section 178(3)].

(iii) The Committee shall while formulating the policy under sub-section (3) ensure that-

(a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

(b) Relationship of remuneration to performance is clear and meets appropriate performance benchmark; and

(c) Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives

Such policy shall be disclosed in the Board’s report [Section 178(4)].

Note:

Section 178(2), (3) and (4) shall not apply to Government Company except with regard to appointment of ‘senior management’ and other employees, vide notification no. G.S.R. 463(E ) dated 5th June, 2015.

Explanation:

Senior Management means personnel of the company who are members of its core management team excluding Board of Directors comprising all members of management one level below the executive directors, including the functional heads.

Stakeholders Relationship Committee

As per Section 178(5) of the Companies Act, 2013, the Board of Directors of the company which consists of more than 1000 shareholders, debenture holders, and any other security holders at any time during a financial year shall constitute a Stakeholder Relationship Committee.

Composition:

The Stakeholder shall consist of a Chairperson who shall be a non-executive director and such other members as may be decided by the Board.

Function:

The Stakeholders Relationship Committee shall consider and resolve the grievances of security holders of the company.