Nomination and Remuneration Committee under Companies Act, 2013 vis-à-vis SEBI (LODR) Regulations, 2015
| Points of difference | Companies Act, 2013 | SEBI (LODR) Regulations, 2015 |
| Provision | Section 178 r/w Rule 6 of Companies (Meetings of Board and its power) Rules, 2014. | Regulation 19. |
| Applicability | Every listed Public Company; or
All Public companies with a paid up capital of 10 crore rupees or more; or All Public companies having turnover of 100 crore rupees or more; or All Public companies, having in aggregate, outstanding loans, debentures and deposits exceeding 50 crore rupees. |
Every Listed entity. |
| Members | Three or more non-executive directors out of which not less than one-half shall be independent directors. | To comprise of three directors, wherein all have to be non-executive directors, at least 50% of them to be independent directors, and if listed entity has outstanding equity shares, then two third of them shall be independent directors. |
| Chairman | No prescription of chairman given here. | The chairperson here has to be an independent director. |
| Role | It shall
1. Identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down 2. Recommend to the Board their appointment and removal. 3. Specify the manner for effective evaluation of performance of Board, its committees and individual directors. 4. Formulate the criteria for determining qualifications, positive attributes and independence of a director and 5. Recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees. |
The role of the nomination and remuneration committee shall be as specified as in Part D of the Schedule II of SEBI(LODR)Regulation,2015. |
| Quorum | No prescription here for NRC meeting but as per SS-1, the quorum for Meetings of any Committee constituted by the Board shall be as specified by the Board. If no such Quorum is specified, the presence of all the members of any such Committee is necessary to form the Quorum. | Here the quorum shall be either two members or one third of the members of the committee, whichever is greater, including at least one independent director in attendance. |
| Frequency of Meeting | No prescription here but as per SS-1, committees shall meet as often as necessary subject to the minimum number and frequency prescribed by any law or any authority or as stipulated by the Board. | Here the Committee shall meet at least once per year. |
Note: The above-mentioned points are Ad Verbatim as per the same given under Companies Act/Rules of 2013/2014, and SEBI (LODR) Regulations 2015.
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