CS Nisha Sharma

S.No.
Committee/Mechanism to be adopted
Applicability
Constitution
Section and Rules applicable
1.
Audit Committee
1. Public Companies having:
  • Paid up share capital>= 10 cr.
  • Turnover>= 100Cr.
  • Aggregate outstanding loans /borrowings/debentures/deposits> =50cr
2. Listed Companies.
1. Minimum 3 directors (Independent directors with majority)
Section 177 read with Rule 6 of Companies (Meeting of board and its powers) Rules, 2014
 2
Vigil Mechanism/whistle blower policy
1. Listed companies.2. Companies which accept deposits from the public; and3. Companies which have borrowed money from banks and public financial institutions >Rs50 crore.
1. Companies which are required to constitute audit committee shall operate the vigil mechanism through the audit committee.2. Other Public Companies: BOD shall nominate a director to play the role of audit committee to whom other directors and employees can report their concerns.
Section 177 read with Rule 7 of Companies (Meeting of board and its powers) Rules, 2014
 3
Nomination and Remuneration Committee
1. Public Companies having:
  • Paid up share capital>= 100 cr.
  • Aggregate outstanding loans /borrowings/debentures/deposits> =200cr
2. Listed Companies.
NED>=3 (1/2 should be IDs)*Chairman of the Company may be appointed as the member but shall not chair such committee
Section 178 read with Rule 6 of Companies (Meeting of board and its powers) Rules, 2014
4
Stakeholders Relationship Committee
– Companies having a combined membership of the shareholders, debenture holders, deposit holders and other security holders > 1000 at any time during a financial year shall constitute
– NED Chairperson- Other members as may be appointed by the board
Section 178 read with Rule 6 of Companies (Meeting of board and its powers) Rules, 2014
5.
Internal Audit
1. Listed Companies2. Unlisted Public Company having:
  • Share capital > =50 Crore
  • Turnover>= 200Cr.
  • Outstanding loans/borrowings/debentures/deposit >=100cr
  • Outstanding Deposit>= 25Cr
3. Private Company having:
  • Turnover>= 200 Cr.
  • Outstanding loans/borrowings/debentures/deposit >=100cr
*Note every public and private company having Outstanding loans/ borrowings/debentures/deposit>=100cr need to appoint internal auditors
Chartered Accountants/Cost Accountants/Any other professional as may be appointed by the board
Section 138 read with rule 13 of The Companies (Accounts) Rules, 2014
6.
Secretarial Audit
1. Public Company having
  • Paid up Share Capital>= 50 Cr
  • Turnover>= 250cr
Company Secretary in Practice
Section 204 read with rule 9 of the Companies (appointment of Personnel) Rules, 2014

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