Committees under Companies Act, 2013 and SEBI LODR, 2015

Committees
BasisAudit CommitteeNomination and Remuneration CommitteeStakeholders Relationship Committees
Committees Provisions according to Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014.
 SectionSection 177 Section 178  Section 178  
PurposeOversight the financial reporting and disclosures and aims to enhance the confidence in the integrity of the company’s financial reporting, the internal control processes and procedures and the risk management systems.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, KMP and other employees.Consider and resolve the grievances of security holders of the company.
Applicability(i) Every Listed Public Company;
(ii) All Public companies with paid up capital of 10 crore rupees or more; or turnover of 100 crore rupees or more; or  having in aggregate, outstanding loans, debentures and deposits exceeding 50 crore rupees .
(i) Every listed Public Company;
(ii) All Public companies with paid up capital of 10 crore rupees or more; or turnover of 100 crore rupees or more; or  having in aggregate, outstanding loans, debentures and deposits exceeding 50 crore rupees .
Company which consists of more than 1000 shareholders, debenture holders, deposit-holders and any other security holders at any time during a financial year  
ExemptionJoint venture, Wholly owned Subsidiary, Dormant CompanyJoint venture, Wholly owned Subsidiary, Dormant CompanyJoint venture, Wholly owned Subsidiary, Dormant Company
Members Or CompositionMinimum of three Directors with Independent Directors forming a majority.3 or more non-executive Directors out of which not less than one-half shall be Independent DirectorsAs may be decided by the Board.
Financial LiteracyMajority of members of Audit Committee including its Chairperson shall be persons with ability to read and understand the financial statement.
Frequency of MeetingThe Companies Act 2013 doesn’t provide for Frequency of meeting Committees.  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.
QuorumThe Companies Act 2013 doesn’t provide for Quorum of Committees meeting   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
Committees Provisions according to SEBI LODR, 2015
BasisAudit CommitteeNomination and Remuneration CommitteeStakeholders Relationship Committees
RegulationRegulation 18 of SEBI (LODR) Regulations, 2015.Regulation 19 of SEBI (LODR) Regulations, 2015.Regulation 20 of SEBI(LODR) Regulations,2015  
ApplicabilityEvery Listed Entity  Every Listed entity  Listed entity even if having less than 1000 debenture holders/security Holders.
Members Or Compositiona) Minimum three Directors as members.
b) Two-thirds of the members of audit Committee shall be Independent Directors  
(a) the Committee shall comprise of at least three Directors and all the directors should be on executive ;  
(b) at least fifty percent of the Directors shall be Independent Directors  
 (a) At least three Directors, with at least one being an Independent Director, shall be members of the Committee  
ChairmanIndependent DirectorIndependent DirectorNon- Executive Director
Financial LiteracyAll members of audit Committee shall be financially literate and at least one member shall have accounting or related financial management expertise.
Frequency of the meetingAt least four times in a year and not more than 120 days shall elapse between two meetings.At least once in a YearAt least once in a Year
QuorumEither be two members or one third of the members of the Audit Committee, whichever is greater, with at least two Independent Directors.Either two members or one third of the members of the Committee, whichever is greater, including at least one Independent Director in attendance. 

Roles of committees:

Audit CommitteeNomination and Remuneration CommitteeStakeholders Relationship Committees
(ithe recommendation for appointment, remuneration and terms of appointment of auditors of the company;
(iireview and monitor the auditor’s independence and performance, and effectiveness of audit process;
(iii) examination of the financial statement and the auditors’ report thereon;
(ivapproval or any subsequent modification of transactions of the company with related parties;
(vscrutiny of inter-corporate loans and investments;
(vi) valuation of undertakings or assets of the company, wherever it is necessary;
(viievaluation of internal financial controls and risk management systems;
(viii) monitoring the end use of funds raised through public offers and related matters.  
(1) Identify persons who are qualified to become Directors and who may be appointed in senior management in accordance withthe criteria laid down.
(2) Recommend to the Board theirappointment 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 Stakeholders Relationship Committee shall consider and resolve the grievances of security holders of the company
(ithe recommendation for appointment, remuneration and terms of appointment of auditors of the company;
(iireview and monitor the auditor’s independence and performance, and effectiveness of audit process;
(iii) examination of the financial statement and the auditors’ report thereon;
(ivapproval or any subsequent modification of transactions of the company with related parties;
(vscrutiny of inter-corporate loans and investments; (vi) valuation of undertakings or assets of the company, wherever it is necessary;
(viievaluation of internal financial controls and risk management systems;
(viii) monitoring the end use of funds raised through public offers and related matters.  
(1) Identify persons who are qualified to become Directors and who may be appointed in senior management in accordance withthe criteria laid down.
(2) Recommend to the Board theirappointment 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.

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