CRITERIA FOR VARIOUS COMMITTEES UNDER THE COMPANIES ACT 2013.
A board committee is a sub Committee consisting of board members .These Committees enables easy management board’s time and allow comfort of compliance to Board.
| 1. Audit Committee |
| 2. Nomination Committee |
| 3. Stakeholders Committee |
| 4. Corporate Social Responsibility Committee |
In addition to above , Risk Management Committee is a mandatory requirement under SEBI (LODR) Regulations, 2015 .
Below table will give an insight at one place about criteria for above Committees:
INR – CR
| Committees | ACM | NRC | CSR | SC | RMC |
| Section |
177 |
178 |
135 Not mandatory under SEBI (LODR) Regulations
However where the amount to be spent for CSR activities does not exceed Rs 50 lakhs, there is no requirement for constitution of CSR committee, function of such committee can be done by the board . |
178[5] |
SEBI- LODR |
| Paid Up Capital or | 10 | 10 | – | whose Number of shareholders or debenture holders ≥ 1000 | Top 500 Listed Companies.
There is no requirement for formation of risk management committee under Companies Act, 2013 |
| Turnover , or | 100 | 100 | 1000
Preceding FY |
||
| Borrowing, or |
100 |
50 |
– | ||
| Net Worth , or | 500
Preceding FY |
||||
| Net Profit, or | 5
Preceding FY |
||||
| Member | At least 3 Directors | At least 3 Non- Executive Directors | At least 3 Directors | At least 3 | Among Members of Board |
| Independent Directors |
Listed- 2/3 rd Other- Majority |
At Least 50 % |
No such condition |
At Least – 1 |
No such condition |
| Chairperson | Listed- Independent Director | Only Independent Director & shall not be Chairperson in any other Committees | Non- Executive.
ID can be |
No such condition | No such condition |
| No of Meetings | Listed- 4 [ gap between 2 meeting should not exceed 120 days]
Other- As desirable |
Listed- 1 in an year.
Other – As desirable |
Board to decide | Board to decide | At Least – 1 in a Year |
| Quorum | Listed- 2 or 1/3rd which ever is higher- with Minimum 2 ID must.
Other- BoD can decide |
Listed- 2 or 1/3rd which ever is higher- with Minimum 1 ID must.
Other- BoD can decide 1 |
BoD can decide | BoD can decide | BoD can decide |
| Presence of Chairperson | Yes | May be | Yes | No such condition | No such condition |
| Discloser in Directors Report | Yes | Yes | Yes | Yes | Yes |
B] Other than Committees
| Internal Audit | Woman Director | Independent Director | |
| Paid up capital or | 50 | 100 | 10 |
| Turnover or | 200 | 300 | 100 |
| Borrowings | 100 | 50 | |
| Section | 138 | 149 | 149 |
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