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Brief Synopsis | Board of Director | LODR | Companies Act, 2013

Listed Entity

S. N. Particulars Board of Directors Audit Committee Nomination & Remune-ration Committee Stakeholers Relationship Committee Risk Manage-ment Committee
1 Minimum no. of Directors/ Members OPC-1
Pvt Co.-2
Public Co.-3
Listed Entity (top 2000)-6
3 3 3 3
2 Requirement of Independent Director in counting of minimum no. of directors/ members OPC-NA
Pvt Co.-NA
Public Co.-2 (refer point 7)
Listed Entity-1/3rd
at least 2/3rd at least 2/3rd 1 1
3 Meetings during the year 4 times 4 times Once Once Twice
4 Quorum for the meeting Top 2000 listed entity- 1/3rd or 3, Higher
at least 1 ID
Other than 2000-1/3rd or 2, Higher
1/3rd or 2, Higher
at least 2 IDs
1/3rd or 2, Higher
at least 1 ID
NA 1/3rd or 2, Higher
5 Chairperson Chair-person is Non-Executive-1/3rd IDs
Chair-person is Executive – 1/2 IDs
ID ID Non-Executive Director Member of Board

Important Notes:
1 Every Listed Entity should comprise at least 50% of BOD as Non-Executive Directors. 
2 At least 1 Independent Woman Director-Top 1000 listed entity
At least 1 Woman Directorother than aforesaid listed entity
3 Non-Executive Director should be of not more than 75 years of age. Company can appoint a Non-Executive Director of more than 75 years by passing SR
4 A Person shall not be Director in more than 20 Companies,
At a time not more than 7 listed entities
If the person is MD/WTD in listed entity, then he shall be eligible to be appointed as ID in 3 listed entities.
5 Following class of companies shall appoint at least one woman director:
-every listed entity
-other public co.
Paid up capital of 100 crores or more, or
Turnover of 300 crores or more
6 Every Company shall have at least 1 Resident Director, who stays in India for 182 days or more.
7 Following class of companies shall appoint atleast 2 IDs:
-Public Co. having paid up capital of 10 Crores or more, or
-Public Co. having Turnover of 100 Crores or more, or
-Public Co. having outstanding loans, debentures and deposits exceeding 50 Crores
8 ID shall hold office for a term of 5 consecutive years + reappointment for further 5 years by SR, after completing 10 years, 3 years would be cooling period

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April 2024